<PAGE>
 
    
 As filed with the Securities and Exchange Commission on October 27, 2000     
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                               ----------------
                                 
                              Amendment No. 1     
                                       
                                    to     
 
                                    FORM 10
 
                  GENERAL FORM FOR REGISTRATION OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR 12(g) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
 
                               ----------------
 
                              Global Payments Inc.
             (Exact Name of Registrant as Specified in Its Charter)
 

<TABLE>   
<S>                                            <C>
                   Georgia                                       58-2567903
        (State or other jurisdiction                          (I.R.S. Employer
      of incorporation or organization)                     Identification No.)
 
                 Four Corporate Square, Atlanta, Georgia 30329
                    (Address of principal executive offices)
 
                                 (404) 728-2363
              (Registrant's telephone number, including area code)
 
         Copies of notices and other communications should be sent to:
 
               Paul R. Garcia                                 William H. Avery
           Chief Executive Officer                           Mark F. McElreath
            Global Payments Inc.                             Alston & Bird LLP
            Four Corporate Square                           One Atlantic Center
           Atlanta, Georgia 30329                        1201 West Peachtree Street
                                                        Atlanta, Georgia 30309-3424
 
                               ----------------
 
       Securities to be registered pursuant to Section 12(b) of the Act:
 
<CAPTION>
                                                       Name of Each Exchange on Which
   Title of Each Class to be so Registered:           Each Class is to be Registered:
   ----------------------------------------           -------------------------------
<S>                                            <C>
  Common Stock, no par value                              New York Stock Exchange
 
  Series A Junior Participating Preferred                 New York Stock Exchange
   Share
   Purchase Rights
</TABLE>
    
 
       Securities to be registered pursuant to Section 12(g) of the Act:
 
                                     None.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>
 
                                CROSS REFERENCE
 
                              Global Payments Inc.
                
             I. INFORMATION REQUIRED IN REGISTRATION STATEMENT     
       
          
   The information required to be included in this registration statement in
response to all of the Items of a registration statement on Form 10 is
incorporated by reference from the Information Statement filed as Exhibit 99.1.
The following cross-reference sheet indicates the location in the Information
Statement of the disclosure that is responsive to each Item.     
 

<TABLE>   
<CAPTION>
 Item
 No.  Item Caption               Location in Information Statement
 ---- ------------               ---------------------------------
 
 <C>  <C>                        <S>
  1.  Business                   "Summary;" "Management's Discussion and
                                 Analysis of Financial Condition and Results of
                                 Operations;" and "Global Payments' Business."
 
  2.  Financial Information      "Summary--Historical and Pro Forma Summary
                                 Historical Consolidated Financial Data;"
                                 "Capitalization;" "Selected Financial Data;"
                                 "Management's Discussion and Analysis of
                                 Financial Condition and Results of
                                 Operations;" "NDC eCommerce Business Segment
                                 (to be reorganized as Global Payments Inc.)
                                 Combined Financial Statements;" "Global
                                 Payments' Business--Properties;" "Security
                                 Ownership of Certain Beneficial Owners;"
                                 "Management;" and "NDC eCommerce Business
                                 Segment (to be reorganized as Global Payments
                                 Inc.) Pro Forma Combined Financial
                                 Statements."
 
  3.  Properties                 "Global Payments' Business--Properties."
 
  4.  Security Ownership of      "Security Ownership Of Certain Beneficial
      Certain Beneficial Owners  Owners" and "Security Ownership of
      and Management             Management."
 
  5.  Directors and Executive    "Management."
      Officers
 
  6.  Executive Compensation     "Management."
 
  7.  Certain Relationships and  "Summary" and "The Distribution--Relationship
      Related Transactions       Between National Data Corporation and Global
                                 Payments Following The Distribution."
 
  8.  Legal Proceedings          "Global Payments' Business--Legal
                                 Proceedings."
 
  9.  Market Price of and        "Summary;" "The Distribution--Listing and
      Dividends on the           Trading of the Global Payments Shares;"
      Registrant's Common Equity "Dividend Policy" and "Description of Global
      and Related Shareholder    Payments' Capital Stock."
      Matters
 
 10.  Recent Sales of            "Description of Global Payments' Capital
      Unregistered Securities    Stock."
</TABLE>
    
 

<PAGE>
 

<TABLE>   
 <C> <C>                          <S>
 11. Description of Registrant's  "Description of Global Payments Capital
     Securities to be Registered  Stock" and "Anti-Takeover Effects of our
                                  Articles of Incorporation, By-laws, Rights
                                  Agreement and Georgia Law--Rights Agreement."
 
 12. Indemnification of Directors "Liability and Indemnification of Directors
     and Officers                 and Officers."
 
 13. Financial Statements and     "Summary;" "Selected Financial Data;" "NDC
     Supplementary Data           eCommerce Business Segment (to be reorganized
                                  as Global Payments Inc.) Combined Financial
                                  Statements;" and "NDC eCommerce Business
                                  Segment (to be reorganized as Global Payments
                                  Inc.) Pro Forma Combined Financial
                                  Statements."
 
 14. Changes in and               None.
     Disagreements with
     Accountants on Accounting
     and Financial Disclosure
</TABLE>
    
 
Item 15. Financial Statements and Exhibits.
 
  (a) List of Financial Statements. The following financial statements are
      included in the Information Statement:
 

<TABLE>   
      <S>                                                                    <C>
      NDC eCommerce Business Segment (To be reorganized as Global Payments
       Inc.)
       Historical:
        Report of Independent Public Accountants...........................
        Combined Statements of Income for the Three Months ended August 31,
         2000 and 1999 (unaudited) and for the Years ended May 31, 2000,
         1999, and 1998 ...................................................
        Combined Balance Sheets as of August 31, 2000 (unaudited) and May
         31, 2000
         and 1999 .........................................................
        Combined Statements of Cash Flows for the Three Months ended August
         31, 2000 and 1999 (unaudited) and for the Years ended May 31,
         2000, 1999, and 1998 .............................................
        Combined Statements of Changes in Shareholder's Equity for the
         Years ended May 31, 2000, 1999, and 1998 and the Three Months
         ended August 31, 2000 (unaudited).................................
        Notes to Combined Financial Statements.............................
        Report of Independent Public Accountants as to Schedule............
        Combined Schedule II--Valuation and Qualifying Accounts............
       Pro Forma (Unaudited)
        Introduction to the Pro Forma Combined Financial Statements........
        Pro Forma Combined Balance Sheet as of August 31, 2000.............
        Pro Forma Combined Statements of Income for the Year ended May 31,
         2000..............................................................
        Pro Forma Combined Statements of Income for the Three Months ended
         August 31, 2000...................................................
        Notes to Pro Forma Combined Financial Statements...................
</TABLE>
    
 
                                       2

<PAGE>
 
          
  (b) Exhibits. The following documents are filed as exhibits hereto:     
 

<TABLE>   
<CAPTION>
         Exhibit
           No.
         -------
 
 <C>             <S>
           2.1   Form of Distribution Agreement, Plan of Reorganization and
                 Distribution.
 
           3.1   Articles of Incorporation of Global Payments Inc.
 
           3.2   By-laws of Global Payments Inc.
 
           4.1   Articles of Incorporation of Global Payments Inc. (filed as
                 Exhibit 3.1).
 
           4.2   By-laws of Global Payments Inc. (filed as Exhibit 3.2).
 
           4.3   Form of Shareholder Protection Rights Agreement.
 
           4.4   Form of certificate representing Global Payments Inc. common
                 stock.
 
          10.1   Form of Distribution Agreement, Plan of Reorganization and
                 Distribution (filed as
                 Exhibit 2.1).
 
          10.2   Form of Tax Sharing and Indemnification Agreement.
 
          10.3   Form of Employee Benefits Agreement.
 
          10.4   Form of Lease Agreement for Office Headquarters.
 
          10.5   Form of Three Sublease Agreements.
 
          10.6   Form of Intercompany Systems/Network Services Agreement.
 
          10.7   Form of Batch Processing Agreement.
 
          10.8   Form of Transition Support Agreement.
 
          10.9   Form of 2000 Long-Term Incentive Plan.
 
          10.10  Form of 2000 Employee Stock Purchase Plan.
 
          10.11  Form of 2000 Non-Employee Directors Stock Option Plan.
 
                 Form of Global Payments Inc. Supplemental Executive Retirement
          10.12  Plan.
 
          10.13  Employment Agreement for Paul R. Garcia.
 
          10.14  Employment Agreement for Thomas M. Dunn.
 
          10.15  Employment Agreement for James G. Kelly.
 
          10.16  Employment Agreement for Barry W. Lawson.
 
          10.17  Operating Agreement of Global Payment Systems LLC, dated March
                 31, 1996.
 
          10.18  Registration Rights Agreement between Global Payment Systems
                 LLC and MasterCard International Incorporated, dated April 1,
                 1996.
 
          21.1   List of Subsidiaries.
 
          27.1   Financial Data Schedule.
 
          99.1   Information Statement.
</TABLE>
    
 
 
                                       3

<PAGE>
 
                                   SIGNATURE
   
   Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this amendment one to be signed on its
behalf by the undersigned, thereunto duly authorized.     
 
                                  GLOBAL PAYMENTS INC.
 
                                  By: /s/ Paul R. Garcia
                                      ------------------------------
 
                                    Name: Paul R. Garcia
                                    Title: Chief Executive Officer
   
Dated: October 27, 2000     
 
 
                                       4

<PAGE>
 
          
   
                                EXHIBIT INDEX 
                            
 

<TABLE>   
<CAPTION>
         Exhibit
           No.
         -------
 
 <C>             <S>
           2.1   Form of Distribution Agreement, Plan of Reorganization and
                 Distribution.
 
           3.1   Articles of Incorporation of Global Payments Inc.
 
           3.2   By-laws of Global Payments Inc.
 
           4.1   Articles of Incorporation of Global Payments Inc. (filed as
                 Exhibit 3.1).
 
           4.2   By-laws of Global Payments Inc. (filed as Exhibit 3.2).
 
           4.3   Form of Shareholder Protection Rights Agreement.
 
           4.4   Form of certificate representing Global Payments Inc. common
                 stock.
 
          10.1   Form of Distribution Agreement, Plan of Reorganization and
                 Distribution (filed as
                 Exhibit 2.1).
 
          10.2   Form of Tax Sharing and Indemnification Agreement.
 
          10.3   Form of Employee Benefits Agreement.
 
          10.4   Form of Lease Agreement for Office Headquarters.
 
          10.5   Form of Three Sublease Agreements.
 
          10.6   Form of Intercompany Systems/Network Services Agreement.
 
          10.7   Form of Batch Processing Agreement.
 
          10.8   Form of Transition Support Agreement.
 
          10.9   Form of 2000 Long-Term Incentive Plan.
 
          10.10  Form of 2000 Employee Stock Purchase Plan.
 
          10.11  Form of 2000 Non-Employee Directors Stock Option Plan.
 
                 Form of Global Payments Inc. Supplemental Executive Retirement
          10.12  Plan.
 
          10.13  Employment Agreement for Paul R. Garcia.
 
          10.14  Employment Agreement for Thomas M. Dunn.
 
          10.15  Employment Agreement for James G. Kelly.
 
          10.16  Employment Agreement for Barry W. Lawson.
 
                 Operating Agreement of Global Payment Systems LLC, dated March
          10.17  31, 1996.
 
          10.18  Registration Rights Agreement between Global Payment Systems
                 LLC and MasterCard International Incorporated, dated April 1,
                 1996.
 
          21.1   List of Subsidiaries.
 
          27.1   Financial Data Schedule.
 
          99.1   Information Statement.
</TABLE>
    
 
 
                                       1





<PAGE>
 
                                                                     EXHIBIT 2.1

 
                                    FORM OF
                             DISTRIBUTION AGREEMENT
                    PLAN OF REORGANIZATION AND DISTRIBUTION
                                        

     This DISTRIBUTION AGREEMENT ("Agreement") is entered into as of ________
___, 2000 by and between National Data Corporation, a Delaware corporation
("NDC"), and Global Payments Inc., a Georgia corporation ("Global Payments").

                                   BACKGROUND

     A.  Global Payments is a wholly-owned subsidiary of NDC formed for the
purpose of taking title to the stock of the NDC eCommerce Subsidiaries (as
defined below) that currently constitute NDC's eCommerce Business (as defined
herein).

     B.  The Board of Directors of NDC has determined that it is in the best
interests of NDC and its stockholders to contribute, transfer and assign to
Global Payments effective at and after the Effective Time (as defined herein)
(i) the capital stock of the NDC eCommerce Subsidiaries that hold directly and
indirectly the assets and liabilities that currently constitute NDC's eCommerce
Business, (ii) a 0.85% general partnership interest in GPS Holding Limited
Partnership and (iii) the eCommerce Assets, as a contribution (the
"Contribution") to the capital of Global Payments and to receive in exchange
therefor shares of Global Payments Common Stock (as defined herein).

     C.  The Board of Directors
 of NDC has further determined that it is in the
best interests of NDC and its stockholders following the Contribution to make a
distribution (the "Distribution") to the holders of NDC Common Stock (as defined
herein) of all of the outstanding shares of Global Payments Common Stock at the
rate of eight-tenths (0.8) of a share of Global Payments Common Stock for each 
share of NDC Common Stock outstanding as of the Record Date (as defined herein).

     D.  The parties intend that the Distribution not be taxable to NDC or its
stockholders pursuant to Section 355 of the Code (as defined herein).

     E.  The parties have determined that it is necessary and desirable to set
forth the principal transactions required to effect the Distribution and to set
forth other agreements that will govern certain other matters following the
Distribution.

     NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

<PAGE>
 
                                   ARTICLE I

                                  DEFINITIONS

     As used herein, the following terms have the following meaning:

     "Action" means any claim, suit, arbitration, inquiry, proceeding or
investigation by or before any court, governmental or other regulatory or
administrative agency or commission or any other tribunal.

     "Aggregate Intercompany Account Balance" as of any date means the aggregate
intercompany accounts owed to the Global Payments Group by NDC and its
subsidiaries other than the Global Payments Group (net of such accounts owed to
NDC and its subsidiaries other than the Global Payments Group by the Global
Payments Group) as of such date.

     "Ancillary Agreements" means all of the written agreements, instruments,
understandings, assignments and other arrangements entered into in connection
with the transactions contemplated hereby, including, without limitation, the
Employee Benefits Agreement, the Transition Support Agreement, the Intercompany
Systems/Network Services Agreement, the Intellectual Property Agreement, the Tax
Sharing and Indemnification Agreement, the Batch Processing Agreement and the
Real Estate Agreements.

     "Assets" means all properties, rights, contracts, leases and claims, of
every kind and description, wherever located, whether tangible or intangible,
and whether real, personal or mixed.

     "Batch Processing Agreement" means the Services Agreement (Batch
Processing) entered into at or prior to the Effective Time between NDC and
Global Payments, as amended from time to time.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Commission" means the Securities and Exchange Commission.

     "Contribution" is defined in the recitals to this Agreement.

     "Distribution Agent" means SunTrust Bank, Atlanta, in its capacity as agent
for NDC in connection with the Distribution.

     "Distribution Date" means the date upon which the Distribution shall be
effective, as determined by the Board of Directors of NDC.

     "Distribution" is defined in the recitals to this Agreement.

     "eCommerce Balance Sheet" means the consolidated balance sheet of NDC's
eCommerce business as of the Distribution Date, which balance sheet shall be

<PAGE>
 
prepared by NDC on a basis consistent with financial statements contained in the
Form 10, and in a manner consistent with generally accepted accounting
principles, consistently applied during the periods involved.

     "eCommerce Business" means the business of providing electronic transaction
processing and information systems and services, including financial and
information services offering a variety of electronic data interchange and cash
management services, and processing of independent transactions for credit cards
and debit cards.

     "eCommerce Assets" means all Assets that are (i) owned of record or held in
the name of a member of the Global Payments Group at the Effective Time, (ii)
treated for internal financial reporting purposes of NDC prior to the Effective
Time or on the eCommerce Balance Sheet as owned by a member of the Global
Payments Group, or (iii) at the Effective Time used exclusively by one or more
members of the Global Payments Group.

     "eCommerce Marks" means those trademarks, trade names, service marks and
other intellectual property owned or licensed by NDC and used by the NDC
eCommerce Subsidiaries and their subsidiaries prior to the date of this
Agreement in connection with the eCommerce Business.

     "Effective Time" means 11:59 p.m. Atlanta, Georgia time on the Distribution
Date.

     "Employee Benefits Agreement" means the Employee Benefits Agreement entered
into at or prior to the Effective Time between NDC and Global Payments, as
amended from time to time.

     "Estimated Aggregate Intercompany Account Balance" means the good faith
estimate of NDC as of the Distribution Date of the amount of the Aggregate
Intercompany Account Balance as of the Distribution Date.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Form 10" means the registration statement on Form 10 filed by Global
Payments with the Commission to effect the registration of Global Payments under
the Exchange Act, as such registration statement may be amended from time to
time.

     "Global Payments Articles" means the articles of incorporation of Global
Payments in the form filed as an exhibit to the Form 10 at the time it becomes
effective.

     "Global Payments Business" means the eCommerce Business now or formerly
conducted by the NDC eCommerce Subsidiaries and their subsidiaries.

     "Global Payments Bylaws" means the bylaws of Global Payments in the form
filed as an exhibit to the Form 10 at the time it becomes effective.

<PAGE>
 
     "Global Payments Common Stock" means the outstanding shares of common
stock, no par value, of Global Payments.

     "Global Payments Group" means (a) Global Payments Inc., (b) the NDC
eCommerce Subsidiaries, (c) the subsidiaries of the NDC eCommerce Subsidiaries
and (d) any division of any member of the NDC Group that is included in the
operations of the Global Payments Business and is included in the results of the
Global Payments Business for internal financial reporting purposes.

     "Global Payments Liabilities" means (a) Liabilities of any member of the
Global Payments Group under this Agreement or any Ancillary Agreement, (b)
except as otherwise expressly provided in this Agreement or any Ancillary
Agreement, Liabilities incurred in connection with the conduct or operation of
the Global Payments Business (including any acquired businesses) or the
ownership or use of the Global Payments Assets, whether arising before, at or
after the Effective Time, (c) Liabilities arising under or in connection with
the Form 10, (d) except as otherwise expressly provided in this Agreement or any
Ancillary Agreement, Liabilities set forth on the eCommerce Balance Sheet, and
(e) any Liabilities relating to or arising out of the acquisition (whether
through an acquisition of stock or assets or a merger, share exchange or other
form of business combination) of any business prior to the Effective Time by any
member of the Global Payments Group, except to the extent such Liabilities arise
out of or are based upon the issuance of securities of NDC in any such business
combination transaction.

     "Group" means the NDC Group or the Global Payments Group, as the context so
requires.

     "Guaranteed NDC Liabilities" means the NDC Liabilities on which any member
of the Global Payments Group is an obligor by reason of any guarantee or
contractual commitment.

     "Guaranteed Global Payments Liabilities" means the Global Payments
Liabilities on which any member of the NDC Group is an obligor by reason of any
guarantee or contractual commitment.

     "Health Information Services Business" means the division of NDC engaged in
the business of providing health information solutions, including electronic
commerce solutions, to a wide variety of segments in the health care industry
(including hospitals, health systems, practice management system vendors,
physician practices, managed care organizations, payers, third-party
administrators, pharmacies, pharmaceutical manufacturers and wholesalers).

     "Indemnifiable Loss" means any and all damage, loss, liability and expense
(including, without limitation, reasonable expenses of investigation and
reasonable attorneys' fees and expenses) in connection with any and all Actions
or threatened Actions.

<PAGE>
 
     "Information Statement" means the information statement required by the
Commission to be sent to each holder of NDC Common Stock in connection with the
Distribution, and prepared in accordance with the Exchange Act.

     "Intercompany Indebtedness" means the Liabilities owed by NDC and its
subsidiaries, other than the Global Payments Group to the Global Payments Group
as of the Effective Time, and the Liabilities owed to the Global Payments Group
to NDC and its subsidiaries other than the Global Payments Group, in each case
other than obligations arising under this Agreement or any Ancillary Agreement.

     "Intercompany Systems/Network Services Agreement" means the Intercompany
Systems/Network Services Agreement entered into at or prior to the Effective
Time between NDC and Global Payments, as amended from time to time.

     "IRS" means Internal Revenue Service.

     "Liabilities" means any and all claims, debts, liabilities and obligations,
absolute or contingent, matured or not matured, liquidated or unliquidated,
accrued or unaccrued, known or unknown, whenever arising, including all costs
and expenses relating thereto, and including, without limitation, those debts,
liabilities and obligations arising under this Agreement or any Ancillary
Agreement, any law, rule, regulation, action, order or consent decree of any
governmental entity or any award of any arbitrator of any kind, and those
arising under any contract, commitment or undertaking.

     "NDC Business" means the Health Information Services Business now or
formerly conducted by NDC and its present and former subsidiaries, joint
ventures and partnerships and the remnants or vestiges of any other business
heretofore conducted by NDC, excluding NDC's eCommerce Business.

     "NDC Common Stock" means the outstanding shares of common stock, $0.125 par
value, of NDC.

     "NDC eCommerce Subsidiaries" means National Data Payment Systems, Inc.,
Global Payment Holding Company, NDC Holdings (UK) Ltd., and Merchant Services
USA, Inc.

     "NDC Group" means NDC and its subsidiaries, joint ventures and partnerships
conducting the Health Information Services Business.

     "NDC Liabilities" means (i) Liabilities of any member of the NDC Group
under this Agreement or any Ancillary Agreement, and (ii) Liabilities incurred
in connection with the operation of the NDC Business, whether arising before, at
or after the Effective Time.

     "Prime Rate" means the prime rate of interest as published in the "Money
Rates" column of The Wall Street Journal, Eastern Edition; in the event that
more than one such rate is reported the "Prime Rate" shall equal the average of
such rates.  Use of the term "Prime Rate" shall mean a per annum rate, simple
interest.

<PAGE>
 
     "Real Estate Agreements" means all subleases, releases, assignments,
consents and agreements relating to the division of real property and interests
therein between members of the NDC Group and members of the Global Payments
Group entered into at or prior to the Effective Time, in each case as amended
from time to time.

     "Record Date" means the date designated by NDC's Board of Directors as the
record date for determining the stockholders of NDC entitled to receive the
Distribution.

     "Revolving Credit Agreement" means the Revolving Credit Agreement among
various lenders and Global Payments, which provides for up to $110 million of
availability.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Tax" shall have the meaning given to such term in the Tax Sharing and
Indemnification Agreement.

     "Tax Sharing and Indemnification Agreement" means the Tax Sharing and
Indemnification Agreement entered into at or before the Effective Time between
NDC and Global Payments, as amended from time to time.

     "Transition Support Agreement" means the Transition Support Agreement
entered into at or prior to the Effective Time between NDC and Global Payments,
as amended from time to time.

                                   ARTICLE II

                 REORGANIZATION; CONVEYANCE OF CERTAIN ASSETS;
              ASSUMPTION OF CERTAIN LIABILITIES; CERTAIN PAYMENTS

     Section 2.01  Reorganization; Conveyance of Assets; Discharge of
                   --------------------------------------------------
Liabilities.  Except as otherwise expressly provided herein or in any of the
-----------                                                                 
Ancillary Agreements:

     (a)  At or before the Effective Time, NDC shall contribute to Global
Payments (i) all of the issued and outstanding capital stock of the NDC
eCommerce Subsidiaries, (ii) a 0.85% general partnership interest in GPS Holding
Limited Partnership and (iii) all right, title and interest of NDC and its
Subsidiaries other than the Global Payments Group, in and to the eCommerce
Assets, in exchange for a number of shares of Global Payments Common Stock that
when combined with the shares of Global Payments Common Stock already owned by
NDC shall equal the product of (i)           and (ii) the number of shares of
NDC Common Stock outstanding as of the close of business on the Distribution
Date.

     (b) At or before the Effective Time, NDC shall cause National Data
Corporation of Canada, Ltd. ("NDCC") to sell to Global Payments, and Global
Payments 

<PAGE>
 
shall purchase from NDCC, the 0.3% membership interest in Global Payment Systems
LLC owned by NDCC for a purchase price of $240,000.

     (c) At or before the Effective Time, Global Payments shall cause the
Global Payments Group to forgive and release or distribute indirectly as a
dividend to NDC the Intercompany Indebtedness owed to the Global Payments Group
by NDC and its subsidiaries other than the Global Payments Group.

     (d) At or before the Effective Time, NDC shall, and shall cause the NDC
Subsidiaries other than the Global Payments Group to forgive and release or
distribute indirectly as a contribution of capital to Global Payments the
Intercompany Indebtedness owed to NDC and its subsidiaries other than the Global
Payments Group by the Global Payments Group.

     (e) At or prior to the Effective Time, Global Payments shall distribute to
NDC a cash dividend in the amount of $96,125,000 (the "Dividend").

     (f) If the Estimated Aggregate Intercompany Account Balance as of the
Distribution Date is less than the Aggregate Intercompany Account Balance as of
May 31, 2000, at or prior to the Effective Time, Global Payments shall pay NDC
in cash, an amount equal to the amount by which the Aggregate Intercompany
Account Balance as of May 31, 2000 exceeds the Estimated Aggregate Intercompany
Account Balance (the "Estimated Dividend").  The Estimated Dividend shall be
calculated by NDC as of the Distribution Date in accordance with the provisions
of Section 8.03 hereof.

     (g) If the Estimated Aggregate Intercompany Account Balance is greater
than the Aggregate Intercompany Account Balance as of May 31, 2000, at or prior
to the Effective Time, NDC shall pay to Global Payments in cash, as a
contribution of capital, an amount equal to the amount by which the Estimated
Aggregate Intercompany Account Balance exceeds the Aggregate Intercompany
Account Balance as of May 31, 2000 (the "Estimated Capital Contribution").  The
Estimated Capital Contribution shall be calculated by NDC as of the Distribution
Date in accordance with the provisions of Section 8.03 hereof.

     (h) Global Payments agrees that at and after the Effective Time it will
assume and thereafter timely pay and discharge all of the Global Payments
Liabilities.

     (i) NDC agrees that at and after the Effective Time it will timely pay and
discharge all of the NDC Liabilities.

     (j) In the event that any conveyance of an Asset required hereby is not
effected at or before the Effective Time, the obligation to transfer such Asset
shall continue past the Effective Time and shall be accomplished as soon
thereafter as practicable.

     (k) If any Asset may not be transferred by reason of the requirement to
obtain the consent of any third party and such consent has not been obtained by
the 

<PAGE>
 
Effective Time, then such Asset shall not be transferred until such consent has
been obtained, and NDC and Global Payments, as the case may be, shall cause the
owner of such Asset to use all reasonable efforts to provide to the appropriate
member of the other Group all the rights and benefits under such Asset and cause
such owner to enforce such Asset for the benefit of such member. Both parties
shall otherwise cooperate and use all reasonable efforts to provide the economic
and operational equivalent of an assignment or transfer of the Asset.

     (l) From and after the Effective Time, each party shall promptly transfer
or cause the members of its Group promptly to transfer to the other party or the
appropriate member of the other party's Group, from time to time, any property
received that is an Asset of the other party or a member of its Group.  Without
limiting the foregoing, funds received by a member of one Group upon the payment
of accounts receivable that belong to a member of the other Group shall be
transferred to the other Group by wire transfer not more than five business days
after receipt of such payment.

     (m) Except as expressly set forth in this Agreement or any Ancillary
Agreement, instrument or document contemplated by this Agreement or any
Ancillary Agreement, neither any member of the NDC Group nor any member of the
Global Payments Group has made or shall be deemed to have made any
representation or warranty as to (i) the Assets, business or Liabilities
retained, transferred or assumed as contemplated hereby or thereby, (ii) any
consents or approvals required in connection with the transfer or assumption by
such party of any Asset or Liability contemplated by this Agreement, (iii) the
value or freedom from any lien, claim, equity or other encumbrance of, or any
other matter concerning, any Assets of such party or (iv) the absence of any
defenses or right of setoff or freedom from counterclaim with respect to any
claim or other Asset of such party.  EXCEPT AS MAY BE EXPRESSLY SET FORTH IN
THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, ALL ASSETS WERE, OR ARE BEING,
TRANSFERRED, OR ARE BEING RETAINED ON AN "AS IS," "WHERE IS" BASIS.

     Section 2.02  Ancillary Agreements.  As of the Effective Time, NDC (or its
                   --------------------                                        
appropriate subsidiary) and Global Payments (or its appropriate subsidiary) will
deliver:

          (a)  A duly executed Employee Benefits Agreement;

          (b)  A duly executed Tax Sharing and Indemnification Agreement;

          (c)  A duly executed Intercompany Systems/Network Services Agreement;

          (d)  A duly executed Transition Support Agreement;

          (e)  A duly executed Intellectual Property Agreement;

          (f)  Duly executed copies of the Real Estate Agreements;

<PAGE>
 
     (g)  A duly executed Batch Processing Agreement; and

     (h)  Such other agreements, leases, documents or instruments as the parties
          may agree are necessary or desirable in order to achieve the purposes
          hereof.

     Section 2.03  Issuance of Global Payments Common Stock.  At the Effective
                   ----------------------------------------                   
Time and in exchange for the transfers described in Section 2.01(a), and the
surrender for reissue of all certificates representing outstanding shares of
Global Payments Common Stock, Global Payments will issue and deliver to NDC a
certificate representing all of the shares of Global Payments Common Stock to 
be distributed as provided in Section 3.02 below.

     Section 2.04  Resignations.  On the Distribution Date, Global Payments will
                   ------------                                                 
deliver or cause to be delivered to NDC resignations of each person who is an
officer or director of NDC or any of its subsidiaries or affiliates not
constituting a member of the Global Payments Group immediately prior to the
Distribution Date and who will be an employee of Global Payments or another
member of the Global Payments Group from and after the Distribution Date. On the
Distribution Date, NDC will deliver or cause to be delivered to Global Payments
resignations of each person who is an officer or director of Global Payments or
another member of the Global Payments Group immediately prior to the
Distribution Date and who will be an employee of NDC from and after the
Distribution Date.

     Section 2.05  Conduct of Global Payments Business.  Prior to the
                   -----------------------------------               
Distribution Date, the Global Payments Business shall have been operated for the
sole benefit of NDC as Global Payments' sole shareholder.  Upon consummation of
the Distribution, the Global Payments Business shall be deemed to have been
operated for the sole benefit of Global Payments and its new shareholders, as of
and after the Effective Time.  After the Distribution, any amounts advanced or
contributed by NDC to Global Payments after the Effective Time shall be repaid
by Global Payments, together with the payments prescribed by Section 8.03
hereof, as set forth in Section 8.03.

                                  ARTICLE III

                                THE DISTRIBUTION

     Section 3.01 Conditions Precedent to the Distribution.
                  ---------------------------------------- 

In no event shall the Distribution occur unless the following conditions shall
have been satisfied or waived by NDC:

     (a) NDC's Board of Directors, or a duly appointed committee thereof, shall,
in its sole discretion, have established the Record Date and the Distribution
Date and any appropriate procedures in connection with the Distribution;

<PAGE>
 
     (b) NDC and Global Payments shall have prepared, and NDC shall have mailed
to the holders of NDC Common Stock, the Information Statement, which sets forth
appropriate disclosure concerning Global Payments, the Distribution and any
other appropriate matters.  NDC and Global Payments shall have also prepared,
and Global Payments shall have filed with the Commission, the Form 10, which
shall have included the Information Statement.  The Form 10 shall have been
declared effective by the Commission under the Exchange Act;

     (c) NDC, as the sole shareholder of Global Payments, shall have approved
and adopted the Global Payments employee benefit plans contemplated by the
Employee Benefits Agreement and NDC and Global Payments shall have prepared and
filed with the Commission under the Securities Act any registration statements
or amendments thereto that are appropriate to reflect the establishment of or
amendments to any employee benefit plan of Global Payments contemplated by the
Employee Benefits Agreement, including without limitation, a Form S-8 with
respect thereto.  Any such registration statements shall have been declared
effective by the Commission under the Securities Act.  Nothing in this Section
3.01(c) shall require Global Payments to file with the Commission any
registration statements relating to any grantor trusts that may be contemplated
by the Employee Benefits Agreement.

     (d) NDC and Global Payments shall have taken all such action as may be
necessary or appropriate under the securities or blue sky laws of states or
other political subdivisions of the United States in connection with the
transactions contemplated by this Agreement or any Ancillary Agreement;

     (e) the Global Payments Common Stock shall have been approved for listing
on the New York Stock Exchange, subject to official notice of issuance;

     (f) the Global Payments Board of Directors, as named in the Form 10, shall
have been elected by NDC, as sole shareholder of Global Payments, and the Global
Payments Articles and Global Payments Bylaws shall have been adopted and be in
effect;

     (g) NDC shall have received a favorable ruling from the IRS that the
Distribution will not be taxable to NDC or its stockholders pursuant to Section
355 of the Code;

     (h) Global Payments shall have entered into the Revolving Credit Agreement;

     (i) Global Payments (or its appropriate subsidiary) shall have performed
fully its (or their) obligations under Section 2.02;

     (j) no order, injunction or decree issued by any court of competent
jurisdiction or other legal restraint or prohibition preventing consummation of
the Distribution shall be in effect;

<PAGE>
 
     (k) all necessary regulatory approvals shall have been received; and

     (l) NDC and Global Payments shall have each performed its obligations
under this Agreement and each Ancillary Agreement, which are required to be
performed prior to or at the time of the Distribution.

     Section 3.02  The Distribution.
                   ---------------- 

     (a) On or before the Distribution Date, subject to satisfaction or waiver
of the conditions set forth in this Agreement, NDC shall deliver to the
Distribution Agent a certificate or certificates representing all of the then
outstanding shares of Global Payments Common Stock, endorsed in blank, and shall
instruct the Distribution Agent, except as otherwise provided in Section
3.02(b), to distribute to each holder of record of NDC Common Stock on the
Record Date eight-tenths (0.8) of a share of Global Payments Common Stock for
each share of NDC Common Stock so held by crediting a book entry account created
by the Distribution Agent for that purpose.

     (b) The Distribution Agent shall not distribute any fractional share of
Global Payments Common Stock. The Distribution Agent shall aggregate all such
fractional shares and sell them in an orderly manner after the Distribution Date
in the open market and, after completion of such sales, distribute a pro rata
portion of the proceeds from such sales, based upon the average gross selling
price of all such Global Payments Common Stock, less a pro rata portion of the
aggregate brokerage commissions payable in connection with such sales, to each
holder of NDC Common Stock who would otherwise have received a fractional share
of Global Payments Common Stock.

     Section 3.03   Certain Conduct Following the Distribution.
                    ------------------------------------------ 

     (a) Guaranteed Global Payments and NDC Liabilities.
         -----------------------------------------------

          (1) Global Payments shall use all reasonable efforts (excluding
payment of money) to obtain as promptly as practicable after the Distribution
Date the release of NDC from its obligations with respect to Guaranteed Global
Payments Liabilities.  In no event shall any member of the Global Payments Group
extend the term of any Guaranteed Global Payments Liabilities (such as by
exercising an option to renew a lease) or modify any such Guaranteed Global
Payments Liability, in either instance in any way that would increase the
liability guaranteed thereunder unless the guarantee of NDC is released as to
any extended or modified liability obligations under such Guaranteed Global
Payments Liabilities or NDC otherwise consents in writing.

         (2) NDC shall use all reasonable efforts (excluding payment of money)
to obtain as promptly as practicable after the Distribution Date the release of
Global Payments from its obligations with respect to Guaranteed NDC Liabilities.
In no event shall any member of the NDC Group extend the term of any Guaranteed
NDC Liabilities (such as by exercising an option to renew a lease) or modify any
such 

<PAGE>
 
Guaranteed NDC Liability, in either instance in any way that would increase the
liability guaranteed thereunder unless the guarantee of Global Payments is
released as to any extended or modified liability obligations under such
Guaranteed NDC Liabilities or Global Payments otherwise consents in writing.

         (3) In the event that NDC is required to pay any Guaranteed Global
Payments Liabilities, without limiting any of NDC's rights and remedies against
Global Payments under this Agreement or otherwise, in order to secure Global
Payments' indemnity obligations to NDC hereunder in respect of such Guaranteed
Global Payments Liabilities, NDC shall be entitled to all the rights of the
payee in any property of any member of the Global Payments Group pledged as
security for such Guaranteed Global Payments Liabilities.

         (4) In the event that Global Payments is required to pay any Guaranteed
NDC Liabilities, without limiting any of Global Payments' rights and remedies
against NDC under this Agreement or otherwise, in order to secure NDC's
indemnity obligations to Global Payments hereunder in respect of such Guaranteed
NDC Liabilities, Global Payments shall be entitled to all the rights of the
payee in any property of any member of the NDC Group pledged as security for
such Guaranteed NDC Liabilities.

     (b) Insurance.
         --------- 

         (1) Following the Distribution, Global Payments will use its best
efforts to procure and maintain directors' and officers' liability insurance
coverage at least equal to the amount of NDC's current directors' and officers'
insurance coverage for a period of five (5) years from the Distribution Date
with respect to directors and officers of NDC who will become directors and
officers of Global Payments as of the Distribution Date for acts as directors
and officers of members of the Global Payments Group for periods from and after
the Distribution Date.

         (2) Following the Distribution, NDC will use its best efforts to
maintain directors' and officers' liability insurance coverage at least equal to
the amount of NDC's current directors' and officers' liability insurance
coverage for a period of five years from the Distribution Date with respect to
the directors and officers of NDC who will become directors and officers of
members of the Global Payments Group as of the Distribution Date for acts as
directors and officers of members of the NDC Group during periods prior to the
Distribution Date.

                                   ARTICLE IV

                                INDEMNIFICATION

     Section 4.01  Global Payments Indemnification of the NDC Group.  If the
                   ------------------------------------------------         
Distribution occurs, on and after the Distribution Date, Global Payments shall
indemnify, defend and hold harmless each member of the NDC Group, and each of
their respective directors, officers, employees and agents (the "NDC
Indemnitees") from and against any 

<PAGE>
 
and all Indemnifiable Losses incurred or suffered by any of the NDC Indemnitees
and arising out of, or due to, (a) the failure of Global Payments or any member
of the Global Payments Group to pay, perform or otherwise discharge, any of the
Global Payments Liabilities and (b) any untrue statement or alleged untrue
statement of any material fact contained in the preliminary or final Form 10,
the Information Statement or any amendment or supplement thereto or the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading (other than
the information provided by NDC contained in the Section entitled "NDC
Corporation" of the Form 10, the Information Statement or any amendment or
supplement thereto).

     Section 4.02  NDC Indemnification of Global Payments Group.  If the
                   --------------------------------------------         
Distribution occurs, on and after the Distribution Date, NDC shall indemnify,
defend and hold harmless each member of the Global Payments Group and each of
their respective directors, officers, employees and agents (the "Global Payments
Indemnitees") from and against any and all Indemnifiable Losses incurred or
suffered by any of the Global Payments Indemnitees and arising out of, or due
to, (a) the failure of NDC or any member of the NDC Group to pay, perform or
otherwise discharge, any of the NDC Liabilities and (b) any untrue statement or
alleged untrue statement of any material fact contained in the Section entitled
"NDC Corporation" of the Form 10, the Information Statement or any amendment or
supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading.

     Section 4.03  Contribution.  In circumstances in which the indemnity
                   ------------                                          
agreements provided for in Sections 4.01(b) and 4.02(b) are unavailable or
insufficient, for any reason, to hold harmless an indemnified party in respect
of any Indemnifiable Losses, each indemnifying party, in order to provide for
just and equitable contribution, shall contribute to the amount paid or payable
by such indemnified party as a result of such Indemnifiable Losses, in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party or parties on the one hand and the indemnified party on the other in
connection with the statements or omissions or alleged statements or omissions
that resulted in such Indemnifiable Losses, as well as any other relevant
equitable considerations.  The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by Global Payments or NDC, the
parties' relative intents, knowledge, access to information and opportunity to
correct or prevent such statement or omission, and any other equitable
considerations appropriate in the circumstances.

     Section 4.04  Insurance and Third Party Obligations.  No insurer or any
                   -------------------------------------                    
other third party shall be, by virtue of the foregoing indemnification
provisions, (a) entitled to a benefit it would not be entitled to receive in the
absence of such provisions, (b) relieved of the responsibility to pay any claims
to which it is obligated, or (c) entitled to any subrogation rights with respect
to any obligation hereunder.

<PAGE>
 
                                   ARTICLE V

                           INDEMNIFICATION PROCEDURES

     Section 5.01  Notice and Payment of Claims.  If any NDC or Global
                   ----------------------------                       
Payments Indemnitee (the "Indemnified Party") determines that it is or may be
entitled to indemnification by a party (the "Indemnifying Party") under Article
IV (other than in connection with any Action or claim subject to Section 5.02),
the Indemnified Party shall deliver to the Indemnifying Party a written notice
specifying, to the extent reasonably practicable, the basis for its claim for
indemnification and the amount for which the Indemnified Party reasonably
believes it is entitled to be indemnified.  After the Indemnifying Party shall
have been notified of the amount for which the Indemnified Party seeks
indemnification, the Indemnifying Party shall, within 30 days after receipt of
such notice, pay the Indemnified Party such amount in cash or other immediately
available funds (or reach agreement with the Indemnified Party as to a mutually
agreeable alternative payment schedule) unless the Indemnifying Party objects to
the claim for indemnification or the amount thereof.  If the Indemnifying Party
does not give the Indemnified Party written notice objecting to such claim and
setting forth the grounds therefor within the same 30 day period, the
Indemnifying Party shall be deemed to have acknowledged its liability for such
claim and the Indemnified Party may exercise any and all of its rights under
applicable law to collect such amount.  Any amount owed under this Section 5.01
that is past due shall bear interest at a simple rate of interest per annum
equal to the Prime Rate plus 2%.

     Section 5.02  Notice and Defense of Third Party Claims.  Promptly
                   ----------------------------------------           
following the earlier of (a) receipt of notice of the commencement by a third
party of any Action against or otherwise involving any Indemnified Party or (b)
receipt of information from a third party alleging the existence of a claim
against an Indemnified Party, in either case, with respect to which
indemnification may be sought pursuant to this Agreement (a "Third Party
Claim"), the Indemnified Party shall give the Indemnifying Party written notice
thereof.  The failure of the Indemnified Party to give notice as provided in
this Section 5.02 shall not relieve the Indemnifying Party of its obligations
under this Agreement, except to the extent that the Indemnifying Party is
prejudiced by such failure to give notice.  Within 30 days after receipt of such
notice, the Indemnifying Party shall by giving written notice thereof to the
Indemnified Party, (a) acknowledge, as between the parties hereto, liability
for, and at its option assume the defense of such Third Party Claim at its sole
cost and expense or (b) object to the claim of indemnification set forth in the
notice delivered by the Indemnified Party pursuant to the first sentence of this
Section 5.02 setting forth the grounds therefor; provided that if the
                                                 --------            
Indemnifying Party does not within the same 30 day period give the Indemnified
Party written notice acknowledging liability and electing to assume the defense
or objecting to such claim and setting forth the grounds therefor, the
Indemnifying Party shall be deemed to have acknowledged, as between the parties
hereto, its liability to the Indemnified Party for such Third Party Claim.  Any
contest of a Third Party Claim as to which the Indemnifying Party has elected to
assume the defense shall be conducted by attorneys employed by the Indemnifying
Party and reasonably satisfactory to the Indemnified 

<PAGE>
 
Party; provided that the Indemnified Party shall have the right to participate 
       --------
in such proceedings and to be represented by attorneys of its own choosing at 
the Indemnified Party's sole cost and expense.  If the Indemnifying Party 
assumes the defense of a Third Party Claim, the Indemnifying Party may settle 
or compromise the claim without the prior written consent of the Indemnified 
Party; provided that the Indemnifying Party may not agree to any such 
       --------
settlement pursuant to which any remedy or relief, other than monetary damages
for which the Indemnifying Party shall be responsible hereunder, shall be
applied to or against the Indemnified Party, without the prior written consent
of the Indemnified Party, which consent shall not be unreasonably withheld. If
the Indemnifying Party does not assume the defense of a Third Party Claim for
which it has acknowledged liability for indemnification under Article IV, the
Indemnified Party may require the Indemnifying Party to reimburse it on a
current basis for its reasonable expenses of investigation, reasonable
attorneys' fees and reasonable out-of-pocket expenses incurred in defending
against such Third Party Claim and the Indemnifying Party shall be bound by the
result obtained with respect thereto by the Indemnified Party; provided that the
                                                               --------
Indemnifying Party shall not be liable for any settlement effected without its
consent, which consent shall not be unreasonably withheld. The Indemnifying
Party shall pay to the Indemnified Party in cash the amount for which the
Indemnified Party is entitled to be indemnified (if any) within 15 days after
the final resolution of such Third Party Claim (whether by the final
nonappealable judgment of a court of competent jurisdiction or otherwise), or,
in the case of any Third Party Claim as to which the Indemnifying Party has not
acknowledged liability, within 15 days after such Indemnifying Party's objection
has been resolved by settlement, compromise or the final nonappealable judgment
of a court of competent jurisdiction.

                                   ARTICLE VI

                                EMPLOYEE MATTERS

     Section 6.01  Employees.  As of the Effective Time, all persons who are
                   ---------                                                
employees of the NDC eCommerce Subsidiaries shall be employees of Global
Payments, and all persons who are employees of the NDC Group shall be employees
of NDC, and no person shall be an employee of both NDC and Global Payments.

     Section 6.02  Employee Benefits Agreement.  All matters relating to or
                   ---------------------------                             
arising out of any employee benefit, compensation or welfare arrangement in
respect of any present and former employee of the NDC Group or the Global
Payments Group shall be governed by the Employee Benefits Agreement, except as
may be expressly stated herein.  In the event of any inconsistency between the
Employee Benefits Agreement and this Agreement or any Ancillary Agreement, the
Employee Benefits Agreement shall govern.

<PAGE>
 
                                  ARTICLE VII

                                  TAX MATTERS

     Section 7.01  Tax Sharing and Indemnification Agreement.  All matters
                   -----------------------------------------              
relating to Taxes shall be governed exclusively by the Tax Sharing and
Indemnification Agreement, except as may be expressly stated herein.  In the
event of any inconsistency between the Tax Sharing and Indemnification Agreement
and this Agreement or any other Ancillary Agreement, the Tax Sharing and
Indemnification Agreement shall govern.

                                  ARTICLE VIII

                               ACCOUNTING MATTERS

     Section 8.01  Allocation of Prepaid Items and Reserves.  All prepaid
                   ----------------------------------------              
items and reserves that have been maintained by NDC on a consolidated basis but
that relate in part to assets or liabilities of the Global Payments Group shall
be fairly allocated between NDC and Global Payments as determined by NDC in its
reasonable discretion.

     Section 8.02  Accounting Treatment of Assets Transferred and Liabilities
                   ----------------------------------------------------------
Assumed. The transfer by NDC of (a) the shares of capital stock of the NDC
-------
eCommerce Subsidiaries to Global Payments pursuant to this Agreement, (b) the
0.85% general partnership interest in GPS Holding Limited Partnership to Global
Payments pursuant to this Agreement, net of the Liabilities of the eCommerce
Business assumed by Global Payments and (c) all right, title and interest of NDC
and its Subsidiaries other than the Global Payments Group in and to the
eCommerce Assets shall constitute a contribution by NDC to the capital of Global
Payments.

     Section 8.03  Dividend; Estimated Dividend; and Estimated Capital
                   ---------------------------------------------------
Contribution.
------------ 

     Attached hereto as Schedule 8.03 is a schedule prepared by NDC which sets
forth the Aggregate Intercompany Account Balance as of May 31, 2000 as well as
the Estimated Dividend or the Estimated Capital Contribution, as applicable, as
of the Effective Time.  On the Distribution Date, the Estimated Dividend or the
Estimated Capital Contribution shall be paid by Global Payments or NDC, as
applicable, in accordance with Section 2.01(f) and (g) hereof.

     Within 90 business days after the Effective Time, NDC shall prepare and
deliver to Global Payments the eCommerce Balance Sheet and, unless separately
stated in the eCommerce Balance Sheet, a calculation of the Aggregate
Intercompany Account Balance as of the Distribution Date.  Within ten business
days after the delivery of the eCommerce Balance Sheet:

     (a) if an Estimated Dividend was paid at or prior to the Effective Time and
the Aggregate Intercompany Account Balance as of the Distribution Date is less
than

<PAGE>
 
the Aggregate Intercompany Account Balance as of May 31, 2000, then (i) if the
amount by which the Aggregate Intercompany Account Balance at May 31, 2000
exceeds the Aggregate Intercompany Account Balance as of the Distribution Date
is greater than the Estimated Dividend, Global Payments shall pay to NDC the
difference between the Estimated Dividend and the actual amount of the
difference in the Aggregate Intercompany Account Balance between May 31, 2000
and the Distribution Date, or (ii) if the amount by which the Aggregate
Intercompany Account Balance as of May 31, 2000 exceeds the Aggregate
Intercompany Account Balance as of the Distribution Date is less than the
Estimated Dividend, NDC shall pay to Global Payments the difference between the
Estimated Dividend and the actual amount of the difference in the Aggregate
Intercompany Account Balance between May 31, 2000 and the Distribution Date;

     (b) if an Estimated Dividend was paid at or prior to the Effective
Time and the Aggregate Intercompany Account Balance as of the Distribution Date
is more than the Aggregate Intercompany Account Balance as of May 31, 2000, NDC
shall pay to Global Payments an amount equal to the sum of the Estimated
Dividend plus an amount equal to the excess of the Aggregate Intercompany
Account Balance as of the Distribution Date over the Aggregate Intercompany
Account Balance as of May 31, 2000; or

     (c) if an Estimated Capital Contribution was made at or prior to the
Effective Time and the Aggregate Intercompany Account Balance as of the
Distribution Date is less than the Aggregate Intercompany Account Balance as of
May 31, 2000, Global Payments shall pay to NDC a cash dividend in an amount
equal to the sum of the Estimated Capital Contribution plus an amount equal to
the excess of the Aggregate Intercompany Account Balance as of May 31, 2000 over
the Aggregate Intercompany Account Balance as of the Distribution Date; or

     (d) if an Estimated Capital Contribution was made at or prior to the
Effective Time and the Aggregate Intercompany Account Balance as of the
Distribution Date is greater than the Aggregate Intercompany Account Balance as
of May 31, 2000, then (i) if the amount by which the Aggregate Intercompany
Account Balance as of the Distribution Date exceeds the Aggregate Intercompany
Account Balance as of May 31, 2000 is greater than the Estimated Capital
Contribution, NDC shall pay to Global Payments the difference between the
Estimated Capital Contribution and the actual amount of the difference in the
Aggregate Intercompany Account Balance between May 31, 2000 and the Distribution
Date, or (ii) if the amount by which the Aggregate Intercompany Account Balance
as of the Distribution Date exceeds the Aggregate Intercompany Account Balance
as of May 31, 2000 is less than the Estimated Capital Contribution, Global
Payments shall pay to NDC the difference between the Estimated Capital
Contribution and the actual amount of the difference in the Aggregate
Intercompany Account Balance between May 31, 2000 and the Distribution Date.

     Any amounts paid by Global Payments to NDC pursuant to Section 2.01(e)
and (f) or this Section 8.03 shall be deemed a dividend or return of capital.
Any amounts paid 


<PAGE>
 
by NDC to Global Payments pursuant to Section 2.01(g) or this Section 8.03 shall
constitute a capital contribution.

     Any disputes arising from the adjustments required by the eCommerce Balance
Sheet and the Change in Aggregate Intercompany Balance shall be resolved in
accordance with Section 15.02 hereof.

                                   ARTICLE IX

                        INFORMATION TECHNOLOGY SERVICES

     Section 9.01  Intercompany Systems/Network Services Agreement.  All
                   -----------------------------------------------      
matters relating to the sharing of telecommunications, networks and related
services shall be governed exclusively by the Intercompany Systems/Network
Services Agreement.  In the event of any inconsistency between the Intercompany
Systems/Network Services Agreement and this Agreement or between the Information
Systems/Network Services Agreement and any other Ancillary Agreement, the
Intercompany Systems/Network Services Agreement shall govern.

     Section 9.02  Batch Processing Agreement.  All matters relating to
                   --------------------------                          
Global Payments' provision of Unisys Batch Processing services shall be governed
exclusively by the Batch Processing Agreement.  In the event of any
inconsistency between the Batch Processing Services Agreement and this Agreement
or between the Batch Processing Services Agreement and any other Ancillary
Agreement, the Batch Processing Services Agreement shall govern.

                                   ARTICLE X

                       TRADEMARK AND SERVICE MARK LICENSE

     Section 10.01  Grant of License to Marks.  Subject to the terms and
                    -------------------------                           
conditions of this Agreement, NDC hereby grants to Global Payments, the NDC
eCommerce Subsidiaries and their subsidiaries, (individually, a "Licensee" and
collectively, the "Licensees") for a period of eighteen (18) months from the
Distribution Date, a NON-EXCLUSIVE, NON-TRANSFERABLE, WORLDWIDE LICENSE, WITHOUT
THE RIGHT TO SUBLICENSE, to use the eCommerce Marks in connection with the
eCommerce Business.

     Section 10.02  Limitations on License.
                    ---------------------- 

         (a) No rights or licenses are herein granted to the Licensees expressly
or by implication, to use any eCommerce Marks , other than in accordance with
this Article X.

<PAGE>
 
     (b) Notwithstanding anything herein to the contrary, no license or
sublicense is granted hereunder if any such license or sublicense would require
the consent of a third party or is not otherwise able to be licensed by NDC
under the terms of any license agreement or other obligations or instruments
binding upon NDC. Similarly, no license or sublicense is granted hereunder if
any such license or sublicense would require NDC to pay royalties or other
consideration to a third party or would otherwise adversely impact NDC.

     Section 10.03  Ownership of eCommerce Marks.
                    ---------------------------- 

     (a) Global Payments acknowledges that NDC is the sole owner of all right,
title and interest in and to the eCommerce Marks and all registrations thereof
in any form or embodiment thereof and is also the sole owner of all goodwill
attached to the eCommerce Marks in connection with its use by the Licensees
shall not, at any time, do or suffer to be done any act or thing which will in
any way impair the rights of Licensor in and to the eCommerce Marks or any
registrations thereof or which will depreciate the value or reputation of the
eCommerce Marks. Global Payments agrees that it will not, directly or
indirectly, challenge, or permit any other Licensee to challenge, NDC's
ownership of or the validity of the eCommerce Marks or any registrations or
applications for registration thereof. Global Payments agrees to do whatever
acts NDC may deem necessary or advisable, including the execution of any
instruments, to confirm and maintain ownership by NDC of the eCommerce Marks.

     (b) Global Payments acknowledges that any use of the eCommerce Marks shall
not create in the Licensees' favor any right, title or interest in or to the
eCommerce Marks, except as granted in this Article X. Global Payments expressly
agrees and understands that all uses of the eCommerce Marks by the Licensees,
and any goodwill created in the eCommerce Marks thereby, shall inure solely to
the benefit of, and be owned exclusively by, NDC.

     Section 10.04  Duration and Termination of License.
                    ----------------------------------- 

     (a) NDC shall have the right to terminate the license granted in this
Article X upon the occurrence of a "Material Breach."  It shall be a Material
Breach if Global Payments fails to cure a default within fifteen (15) days
following receipt of a written notice of such default.  For purposes of this
Article X, it shall be a default if any Licensee:

         (i) conducts any portion of its business or uses any of the eCommerce
     Marks in a manner that NDC believes threatens the validity or integrity of
     any of the eCommerce Marks or threatens the goodwill associated therewith;

         (ii) attempts to assign an interest in the license granted in this
     Article X in violation of Section 10.07 of this Agreement;

<PAGE>
 
           (iii) becomes insolvent by reason of an inability to pay debts as
     they mature or makes an assignment for the benefit of creditors or any
     admission of inability to pay obligations as they become due; or

           (iv) fails or refuses to comply with any other provision of this
     Article X or any instruction of NDC concerning use of the eCommerce Marks.

     (b) It shall be a Material Breach, and NDC shall have the right to
terminate the license granted by this Article X without further action or notice
to the Licensees, if any Licensee:

           (i) misuses or makes an unauthorized use of the eCommerce Marks or
     commits an act which could reasonably be expected to materially impair the
     goodwill associated with the eCommerce Marks; or

           (ii) is convicted of or pleads no contest to a felony or other
     crime or offense that NDC believes is likely to adversely affect the
     reputation of NDC, its goodwill, or the eCommerce Marks.

In the event of termination of the license under this Section 10.04(b), the
Licensees shall not be entitled to cure the matter giving rise to termination.

     Section 10.05  Effect of Termination of Expiration.  Upon the
                    -----------------------------------           
expiration or prior termination of the license granted in this Article X (the
"Trademark License"), the Licensees shall:

     (a) cease using any advertising materials, forms, invoices, or other
materials that bear any eCommerce Marks;

     (b) discontinue use of any eCommerce Marks, or any colorable imitation
thereof, in any manner or for any purpose, and discontinue utilizing for any
purpose any eCommerce Marks or other mark that suggests or indicates a current
or prior connection or association with NDC, its affiliates or its transferee;

     (c) destroy all uses of the eCommerce Marks, or deliver up to NDC or
its duly authorized representative for destruction all materials bearing the
eCommerce Marks;

     (d) furnish to NDC or its transferee within thirty (30) days after
the effective date of termination, evidence satisfactory to NDC or its
transferee of [Global Payments'] compliance with the foregoing obligations.

     Section 10.06  Survival of Obligations.  All obligations of NDC, or its
                    -----------------------                                 
transferee, and the Licensees that expressly or by their nature survive the
expiration or termination of the license granted in this Article X shall
continue in full force and effect subsequent 

<PAGE>
 
to and notwithstanding its expiration or termination and until they are
satisfied in full or by their nature expire.

     Section 10.07  Intellectual Property Liability.  The eCommerce Marks are
                    -------------------------------                          
licensed or sublicensed to the Licensees "AS IS" without representation or
warranty, express or implied, including without limitation any representation or
warranty that the eCommerce Marks do not result in the infringement of
intellectual property rights of any third party.  Global Payments shall be
solely responsible and liable for any claim, damage, cost, expense or liability
the Licensees incur arising out of threatened or claimed infringements by
eCommerce Marks.  THE LICENSEES ACKNOWLEDGE AND AGREE THAT THEY MAY NOT BRING
ANY CLAIMS OR OTHERWISE RECOVER ANY AMOUNT FROM NDC BY VIRTUE OF EXERCISE OF THE
RIGHTS GRANTED HEREUNDER.

     The Licensees agree and acknowledge that NDC shall not be liable directly
or indirectly or as an indemnitor of the Licensees as a consequence of any
license or sublicense granted hereunder.

     10.08  Assignment of License.  Licensees shall not have the right to assign
            ---------------------                                               
the license granted by this Article X to any third party, by agreement,
operation of law, or otherwise, without the prior written consent of NDC, which
may be withheld by NDC in its sole discretion; provided that such license may be
assigned by a party to any company or concern acquiring substantially the entire
business of such party relating to the eCommerce Marks licensed hereunder,
provided such assignee first agrees in writing to be bound by all terms and
conditions of such license including the obligations of such party hereunder.

                                   ARTICLE XI

                               TRANSITION SUPPORT

     Section 11.01  Transition Support Agreement.  All matters relating to
                    ----------------------------                          
the provision of support by the NDC Group to the Global Payments Group and
support by the Global Payments Group to the NDC Group after the Effective Time
shall be governed exclusively by the Transition Support Agreement, except as may
be expressly stated herein.  In the event of any inconsistency between the
Transition Support Agreement and this Agreement or the Transition Support
Agreement and any other Ancillary Agreement, the Transition Support Agreement
shall govern.

                                  ARTICLE XII

                             REAL PROPERTY MATTERS

     Section 12.01  Real Estate Agreements.  All matters relating to real
                    ----------------------                               
property to be owned by a member of the NDC Group or the Global Payments Group
and leased, occupied or shared by a member of the other of such groups after the
Effective Time shall 

<PAGE>
 
be governed by the Real Estate Agreements. In the event of any inconsistency
between the Real Estate Agreements and this Agreement or the Real Estate
Agreements and any other Ancillary Agreement, the Real Estate Agreements shall
govern.

                                  ARTICLE XIII

                                  INFORMATION

     Section 13.01  Provision of Corporate Records.  As soon as practicable
                    ------------------------------                         
following the Effective Time, NDC and Global Payments shall each arrange for the
provision to the other of existing corporate documents (e.g., minute books,
stock registers, stock certificates, documents of title, contracts, etc.) in its
possession relating to the other or its business and affairs or to any other
entity that is part of such other's respective Group or to the business and
affairs of such other entity.

     Section 13.02  Access to Information.  From and after the Effective
                    ---------------------                               
Time, NDC and Global Payments shall each afford the other and its accountants,
counsel and other designated representatives reasonable access (including using
reasonable efforts to give access to persons or firms possessing information)
and duplicating rights during normal business hours to all records, books,
contracts, instruments, computer data and other data and information in its
possession relating to the business and affairs of the other or a member of its
Group (other than data and information subject to an attorney/client or other
privilege), insofar as such access is reasonably required by the other
including, without limitation, for audit, accounting and litigation purposes.

     Section 13.03  Litigation Cooperation.  NDC and Global Payments shall
                    ----------------------                                
each use reasonable efforts to make available to the other, upon written
request, its officers, directors, employees and agents, and the officers,
directors, employees and agents of its subsidiaries, as witnesses to the extent
that such persons may reasonably be required in connection with any legal,
administrative or other proceedings arising out of the business of the other, or
of any entity that is part of the other's respective Group, prior to the
Effective Time in which the requesting party or one of its subsidiaries may from
time to time be involved.

     Section 13.04  Retention of Records.  Except as otherwise required by
                    --------------------                                  
law or agreed to in writing, each party shall, and shall cause the members of
its Group to, retain all information relating to the other's business in
accordance with the past practice of such party.  Notwithstanding the foregoing,
either party may destroy or otherwise dispose of any information at any time in
accordance with the corporate record retention policy maintained by such party
with respect to its own records.

     Section 13.05  Confidentiality.  Each party shall, and shall cause each
                    ---------------                                         
member of its Group to, hold and cause its directors, officers, employees,
agents, consultants and advisors to hold, in strict confidence, unless compelled
to disclose by judicial or administrative process or, in the opinion of its
counsel, by other requirements of law, all information concerning the other
party (except to the extent that this Agreement or any 

<PAGE>
 
Ancillary Agreement permits the use or disclosure of such information or to the
extent that such information can be shown to have been (a) in the public domain
through no fault of such disclosing party or (b) later lawfully acquired after
the Effective Time on a non-confidential basis from other sources by the
disclosing party), and neither party shall release or disclose such information
to any other person, except its auditors, attorneys, financial advisors, bankers
and other consultants and advisors who shall be advised of the provisions of
this Section 13.05 and be bound by them. Each party shall be deemed to have
satisfied its obligation to hold confidential information concerning or supplied
by the other party if it exercises the same care as it takes to preserve
confidentiality for its own similar information.

     Section 13.06  Privileged Matters.  The parties hereto recognize that
                    ------------------                                    
legal and other professional services that have been and will be provided prior
to the Distribution Date have been and will be rendered for the benefit of each
of the members of the NDC Group, and the members of the Global Payments Group,
and that each of the members of the NDC Group, and each of the members of the
Global Payments Group should be deemed to be the client for the purposes of
asserting all privileges which may be asserted under applicable law. Except as
otherwise specifically provided in the Ancillary Agreements, to allocate the
interests of each party in the information as to which any party is entitled to
assert a privilege, the parties agree as follows:

     (a)  NDC shall be entitled, in perpetuity, to control the assertion or
waiver of all privileges in connection with privileged information that relates
solely to the NDC Business, whether or not the privileged information is in the
possession of or under the control of NDC or Global Payments.  NDC shall also be
entitled, in perpetuity, to control the assertion or waiver of all privileges in
connection with privileged information that relates solely to the subject matter
of any claims constituting NDC Liabilities, now pending or which may be asserted
in the future, in any lawsuits or other proceedings initiated against or by NDC,
whether or not the privileged information is in the possession of or under the
control of NDC or Global Payments.

     (b)  Global Payments shall be entitled, in perpetuity, to control the
assertion or waiver of all privileges in connection with privileged information
that relates solely to the Global Payments Business, whether or not the
privileged information is in the possession of or under the control of NDC or
Global Payments.  Global Payments shall also be entitled, in perpetuity, to
control the assertion or waiver of all privileges in connection with privileged
information which relates solely to the subject matter of any claims
constituting Global Payments Liabilities, now pending or which may be asserted
in the future, in any lawsuits or other proceedings initiated against or by
Global Payments, whether or not the privileged information is in the possession
of Global Payments or under the control of NDC or Global Payments.

     (c)  The parties hereto agree that they shall have a shared privilege,
with equal right to assert or waive, subject to the restrictions in this Section
13.06, with respect to all privileges not allocated pursuant to the terms of
Sections 13.06 (a) and (b).  All privileges relating to any claims, proceedings,
litigation, disputes, or other matters 

<PAGE>
 
which involve NDC and Global Payments in respect of which such parties retain
any responsibility or liability under this Agreement, shall be subject to a
shared privilege among them.

     (d)  No party hereto may waive any privilege which could be asserted
under any applicable law and in which any other party hereto has a shared
privileged, without the consent of the other party, which consent shall not be
unreasonably withheld or delayed, except to the extent reasonably required in
connection with any litigation with third parties or as provided in subsection
(e) below.  Consent shall be in writing, or shall be deemed to be granted unless
written objection is made within twenty (20) days after notice upon the other
party requesting such consent.

     (e)  In the event of any litigation or dispute between or among any of
the parties hereto, any party and a member of the Group of the other party, or a
member of a Group of one party hereto and a member of a Group of the other party
hereto, either such party may waive a privilege in which the other party has a
shared privilege, without obtaining the consent of the other party, provided
that such waiver of a shared privilege shall be effective only as to the use of
information with respect to the litigation or dispute between or among the
relevant parties and/or members of their Groups, and shall not operate as a
waiver of the shared privilege with respect to third parties.

     (f)  If a dispute arises between or among the parties hereto or their
respective Group members regarding whether a privilege should be waived to
protect or advance the interest of any party, each party agrees that it shall
negotiate in good faith, shall endeavor to minimize any prejudice to the rights
of the other parties, and shall not unreasonably withhold consent to any request
for waiver by the other party.  Each party hereto specifically agrees that it
will not withhold consent to waiver for any purpose except to protect its own
legitimate interests.

     (g)  Upon receipt by any party hereto or by any member of a Group
thereof of any subpoena, discovery or other request which arguably calls for the
production or disclosure of information subject to a shared privilege or as to
which another party has the sole right hereunder to assert a privilege, or if
any party obtains knowledge that any of its, or any of its Group members',
current or former directors, officers, agents or employees have received any
subpoena, discovery or other requests that arguably calls for the production or
disclosure of such privileged information, such party shall promptly notify the
other party of the existence of the request and shall provide the other party a
reasonable opportunity to review the information and to assert any rights it or
they may have under this Section 13.06 or otherwise to prevent the production or
disclosure of such privileged information.

     (h)  The transfer of all agreements, documents, books, records, files
and other information pursuant to this Agreement is made in reliance on the
agreement of NDC and Global Payments, as set forth in Sections 13.05 and 13.06,
to maintain the confidentiality of privileged information and to assert and
maintain all applicable privileges.  The access to information being granted
pursuant to Section 13.02 hereof, the 

<PAGE>
 
agreement to cooperate pursuant to Section 13.03 hereof, the furnishing of
notices and documents and other cooperative efforts contemplated herein, and the
transfer of privileged information between and among the parties and the members
of their respective Groups pursuant to this Agreement shall not be deemed a
waiver of any privilege that has been or may be asserted under this Agreement or
otherwise.

     Section 13.06  Ownership of Information.  Any information owned by any
                    ------------------------                               
party or members of its Group that is provided to a requesting party pursuant to
this Article XIII shall be deemed to remain the property of the providing party.
Unless specifically set forth herein, nothing contained in this Agreement shall
be construed as granting or conferring rights of license or otherwise in any
such information.

                                  ARTICLE XIV

                              INTEREST ON PAYMENTS

     Section 14.01  Interest.  Except as otherwise expressly provided in
                    --------                                            
this Agreement or an Ancillary Agreement, all payments by one party to the other
under this Agreement or any Ancillary Agreement shall be paid, by company check
or wire transfer of immediately available funds to an account in the United
States designated by the recipient, within 30 days after receipt of an invoice
or other written request for payment setting forth the specific amount due and a
description of the basis therefor in reasonable detail.  Any amount remaining
unpaid beyond its due date, including disputed amounts that are ultimately
determined to be payable, shall bear interest at a rate of simple interest per
annum equal to the Prime Rate plus 2%.

                                   ARTICLE XV

                                 MISCELLANEOUS

     Section 15.01  Consolidation, Merger, Etc. Involving Global Payments or
                    --------------------------------------------------------
NDC.
---

     (a) Global Payments shall not consolidate with or merge into any other
entity or convey, transfer or lease all or any substantial portion of its
properties and assets to any entity, and Global Payments shall not permit any
entity to consolidate with or merge into Global Payments or convey, transfer or
lease all or any substantial portion of its properties and assets to Global
Payments, unless, in each case Global Payments shall consolidate with or merge
into another entity or convey, transfer or lease all or any substantial portion
of its properties and assets to any entity, the entity formed by such
consolidation or into which Global Payments is merged or the entity which
acquires by conveyance or transfer, or which leases, all or any substantial
portion of properties and assets of Global Payments shall be a corporation,
partnership, limited liability company or trust and shall expressly assume, by a
written agreement, executed and delivered to NDC, in form reasonably
satisfactory to NDC, all of the Liabilities, obligations and expenses to be
assumed by Global Payments under this Agreement and the Ancillary Agreements and
the due and punctual performance or observance of every agreement and 

<PAGE>
 
covenant of this Agreement and Ancillary Agreements on the part of Global
Payments to be performed or observed.

     (b)  NDC shall not consolidate with or merge into any other entity or
convey, transfer or lease all or any substantial portion of its properties and
assets to any entity, and NDC shall not permit any entity to consolidate with or
merge into NDC or convey, transfer or lease all or any substantial portion of
its properties and assets to NDC, unless in each case, NDC shall consolidate
with or merge into another entity or convey, transfer or lease all or any
substantial portion of its properties and assets to any entity, the entity
formed by such consolidation or into which NDC is merged or the entity which
acquires by conveyance or transfer, or which leases, all or any substantial
portion of properties and assets of NDC shall be a corporation, partnership,
limited liability company or trust and shall expressly assume, by a written
agreement, executed and delivered to Global Payments, in form reasonably
satisfactory to Global Payments, all of the Liabilities, obligations and
expenses to be assumed by NDC under this Agreement and the Ancillary Agreements
and the due and punctual performance or observance of every agreement and
covenant of this Agreement and the Ancillary Agreements on the part of NDC to be
performed or observed.

     Section 15.02  Disputes.
                    -------- 

     (a) All disputes arising from or in connection with this Agreement,
whether based on contract, tort, statute or otherwise, including, but not
limited to, disputes in connection with claims by third parties (collectively,
"Disputes"), shall be resolved only in accordance with the provisions of this
Section 15.02; provided, however, that nothing contained herein shall preclude
               --------  -------                                              
either party from seeking or obtaining (i) injunctive relief to prevent an
actual or threatened breach of any of the provisions of this Agreement, or (ii)
equitable or other judicial relief to enforce the provisions of this Section
15.02 hereof or to preserve the status quo pending resolution of Disputes
hereunder.

     (b) Either party may give the other party written notice of any Dispute
not resolved in the normal course of business.  Within 10 days after delivery of
the notice of a Dispute, the receiving party shall submit to the other a written
response.  The notice and the response shall include a statement of such party's
position and a summary of arguments supporting that position and the name and
title of the executive who will represent that party and of any other person who
will accompany such executive in resolving the Dispute.  Within twenty (20) days
after delivery of the first notice, the executives of both parties shall meet at
a mutually acceptable time and place, and thereafter as often as they reasonably
deem necessary, and shall negotiate in good faith to attempt to resolve the
Dispute.  All reasonable requests for information made by one party to the other
will be honored.

     (c) If the Dispute has not been resolved by negotiation within sixty (60)
days of the first party's notice, the Dispute shall be submitted, upon
application of either party, for resolution by binding arbitration in accordance
with the Commercial

<PAGE>
 
Arbitration Rules of the American Arbitration Association (the "Rules").
Arbitration shall be by a single arbitrator experienced in the matters that are
at issue in the Dispute, which arbitrator shall be selected by the parties in
accordance with the Rules. The arbitration shall be conducted in Atlanta,
Georgia (or at any other place agreed upon by the parties and the arbitrator).
The decision of the arbitrator shall be final and binding as to all matters at
issue in the Dispute; provided, however, if necessary such decision may be
                      --------  -------
enforced by either party in any court of law having jurisdiction over the
parties or the subject matter of the Dispute. Unless the arbitrator shall assess
the costs and expenses of the arbitration proceeding and of the parties
differently, each party shall pay its costs and expenses incurred in connection
with the arbitration proceeding, and the costs and expenses of the arbitrator
shall be shared equally by the parties.

     Section 15.03  Further Assurances and Consents.  In addition to the
                    -------------------------------                     
actions specifically provided for elsewhere in this Agreement, each of the
parties hereto will use its reasonable efforts to (a) execute and deliver such
further instruments and documents and take such other actions as any other party
may reasonably request in order to effectuate the purposes of this Agreement and
to carry out the terms hereof and (b) take, or cause to be taken, all actions,
and do, or cause to be done, all things, reasonably necessary, proper or
advisable under applicable laws, regulations and agreements or otherwise to
consummate and make effective the transactions contemplated by this Agreement,
including, without limitation, using its reasonable efforts to obtain any
consents and approvals, make any filings and applications and remove any liens,
claims, equity or other encumbrance on an Asset of the other party necessary or
desirable in order to consummate the transactions contemplated by this
Agreement; provided that no party hereto shall be obligated to pay any
           --------                                                   
consideration therefor (except for filing fees and other similar charges) to any
third party from whom such consents, approvals and amendments are requested or
to take any action or omit to take any action if the taking of or the omission
to take such action would be unreasonably burdensome to the party or its Group
or the business thereof.

     Section 15.04  Expenses.  Except as specifically provided in this
                    --------                                          
Agreement or any Ancillary Agreement, all costs and expenses incurred in
connection with the preparation, execution, delivery and implementation of this
Agreement and the Ancillary Agreements and with the consummation of the
transactions contemplated by this Agreement (including, but not limited to,
transfer taxes and the fees and expenses of the Distribution Agent and of all
counsel, accountants, capital identity consultants and financial and other
advisors) shall be paid by NDC.  Without limiting the foregoing, NDC shall pay
the legal, filing, accounting, printing and other expenses in connection with
the preparation, printing and filing of the Form 10 and the Information
Statement.

     Section 15.05  Notices.  All notices and communications under this
                    -------                                            
Agreement shall be deemed to have been given (a) when received, if such notice
or communication is delivered by facsimile, hand delivery or overnight courier,
and, (b) three (3) business days after mailing if such notice or communication
is sent by United States registered or certified mail, return receipt requested,
first class postage prepaid.  All notices and 

<PAGE>
 
communications, to be effective, must be properly addressed to the party to whom
the same is directed at its address as follows:

         If to NDC, to:

         National Data Corporation Inc.
         National Data Plaza
         Atlanta, GA 30329
         Attention:  General Counsel

         If to Global Payments, to:

         Global Payments Inc.
         4 Corporate Boulevard N.E.
         Atlanta, Georgia 30329
         Attention:  General Counsel

         Either party may, by written notice delivered to the other party in
accordance with this Section 15.05, change the address to which delivery of any
notice shall thereafter be made.

     Section 15.06  Amendment and Waiver.  This Agreement may not be altered
                    --------------------                                    
or amended, nor may any rights hereunder be waived, except by an instrument in
writing executed by the party or parties to be charged with such amendment or
waiver.  No waiver of any terms, provision or condition of or failure to
exercise or delay in exercising any rights or remedies under this Agreement, in
any one or more instances, shall be deemed to be, or construed as, a further or
continuing waiver of any such term, provision, condition, right or remedy or as
a waiver of any other term, provision or condition of this Agreement.

     Section 15.07  Entire Agreement.  This Agreement, together with the
                    ----------------                                    
Ancillary Agreements, constitutes the entire understanding of the parties hereto
with respect to the subject matter hereof, superseding all negotiations, prior
discussions and prior agreements and understandings relating to such subject
matter.  To the extent that the provisions of this Agreement are inconsistent
with the provisions of any Ancillary Agreement, the provisions of such Ancillary
Agreement shall prevail with respect to the subject matter hereof.

     Section 15.08  Parties in Interest.  Neither of the parties hereto may
                    -------------------                                    
assign its rights or delegate any of its duties under this Agreement without the
prior written consent of the other party.  This Agreement shall be binding upon,
and shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.  Nothing contained in this Agreement, express
or implied, is intended to confer any benefits, rights or remedies upon any
person or entity other than members of the NDC Group and the Global Payments
Group and the NDC Indemnitees and Global Payments Indemnitees under Articles IV
and V hereof.

<PAGE>
 
     Section 15.09  Severability.  The provisions of this Agreement are
                    ------------                                       
severable and should any provision hereof be void, voidable or unenforceable
under any applicable law, such provision shall not affect or invalidate any
other provision of this Agreement, which shall continue to govern the relative
rights and duties of the parties as though such void, voidable or unenforceable
provision were not a part hereof.

     Section 15.10  Governing Law.  This Agreement shall be construed in
                    -------------                                       
accordance with, and governed by, the laws of the State of Georgia, without
regard to the conflicts of law rules of such state.

     Section 15.11  Counterparts.  This Agreement may be executed in one or
                    ------------                                           
more counterparts, each of which shall be deemed an original instrument, but all
of which together shall constitute one and the same Agreement.


     IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.


                                        NATIONAL DATA CORPORATION


                                        By:
                                           -----------------------------
                                        Name:
                                             ---------------------------
                                        Title:
                                              --------------------------



                                        GLOBAL PAYMENTS INC.

                                        By:
                                           -----------------------------
                                        Name:
                                             ---------------------------
                                        Title:
                                              --------------------------



<PAGE>
 
                                                                     Exhibit 3.1

                           ARTICLES OF INCORPORATION
                                      OF
                             GLOBAL PAYMENTS INC.

                                  ARTICLE ONE
                                        
                                     NAME

     The name of the corporation is Global Payments Inc. (the "Corporation").

                                  ARTICLE TWO 
                                
                                CAPITALIZATION

     2.1  Authorized Shares. The Corporation shall have authority, to be
exercised by the board of directors, to issue no more than (i) Two Hundred
Million (200,000,000) shares of common stock, without par value, which shall be
entitled to one vote per share and shall be entitled to receive the net assets
of the Corporation upon dissolution and (ii) Five Million (5,000,000) shares of
preferred stock, without par value. Shares of preferred stock may be issued from
time to time in one or more classes or series, each such class or series to be
so designated as to distinguish the shares thereof from the shares of all other
classes and series. The Board of Directors is hereby vested with the authority
to divide preferred stock into classes or series and to fix and determine the
relative rights, preferences, qualifications, and limitation of the shares of
any class or series so established.

                                 ARTICLE THREE
                                        
                          REGISTERED OFFICE AND AGENT

     The initial registered office of the Corporation is located at the street
address of:

                             Four Corporate Square
                          Atlanta, Georgia
 30329-2010

     The name of the initial registered agent of the Corporation at its
registered office named above is:

                               Suellyn P. Tornay

<PAGE>
 
                                 ARTICLE FOUR

                                 INCORPORATOR

     The name and address of the incorporator are:

                               William H. Avery
                          1201 West Peachtree Street
                              Atlanta, GA  30309


                                 ARTICLE FIVE
                                        
                               PRINCIPAL OFFICE

     The mailing address of the initial principal office of the Corporation is:

                             Four Corporate Square
                         Atlanta, Georgia  30329-2010

                                  ARTICLE SIX

                              BOARD OF DIRECTORS

     6.1  Initial Board of Directors. The initial board of directors shall
consist of 2 members. The name and address of each of the initial members are:

                             Robert A. Yellowlees
                             Four Corporate Square
                            Atlanta, GA  30329-2010

                                 Neil Williams
                             Four Corporate Square
                            Atlanta, GA  30329-2010

     6.2  Removal. Directors may only be removed from the Board of Directors for
cause and only at a special meeting of shareholders called for such a purpose by
the affirmative vote of at least two-thirds (2/3) of the total number of votes
of the then outstanding shares of the Corporation's capital stock entitled to
vote in the election of directors and only if notice of such proposal was
contained in the notice of such meeting. Any vacancy in the Board of Directors
resulting from such removal shall be filled in accordance with Section 6.4
hereof. For purposes of this Section, "cause" shall mean only (a) conviction of
a felony, (b) declaration of unsound mind or order of a court, (c) gross
dereliction of duty, (d) commission of an action involving moral turpitude, or
(e) commission of an action which constitutes intentional misconduct or a

                                      -2-

<PAGE>
 
knowing violation of law if such action in either event results both in an
improper substantial personal benefit and a material injury to the Corporation.

     6.3  Vacancies and Changes of Authorized Number. All vacancies and any
newly created directorship resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office,
although fewer than a quorum, or by a sole remaining director. Each director
chosen in accordance with this Section shall hold office until the next election
of the class for which such director shall have been chosen, and until such
director's successor is elected and qualified, or until the director's earlier
death, resignation or removal; provided, however that a director chosen in
accordance with this Section to fill a newly-created directorship shall hold
office only until the next election of directors by the shareholders and until
such director's successor is elected and qualified, or until the director's
earlier death, resignation or removal.

     6.4  Amending or Repealing Article Six. Notwithstanding any provision
hereof, or of the Bylaws or any law which might otherwise permit a lesser vote,
the affirmative vote of the holders of at least two-thirds (2/3) of all classes
of stock entitled to vote in the election of directors shall be required to
alter, amend or repeal this Article Six.

                                 ARTICLE SEVEN

                          CONSTITUENCY CONSIDERATIONS

     In discharging the duties of their respective positions and in determining
what is believed to be in the best interests of the Corporation, the Board of
Directors, committees of the Board of Directors, and individual directors, in
addition to considering the effects of any action on the Corporation or its
shareholders, may consider the interests of the employees, customers, suppliers,
and creditors of the Corporation, the communities in which offices or other
establishments of the Corporation are located, and all other factors such
directors consider pertinent; provided, however, that this Article shall be
deemed solely to grant discretionary authority to the directors and shall not be
deemed to provide to any constituency and right to be considered.

                                 ARTICLE EIGHT

                              AMENDMENT OF BYLAWS

     The Bylaws may be altered, amended or repealed, and new Bylaws may be
adopted, by (a) the affirmative vote of the holders of two-thirds (2/3) of the
shares of capital stock then outstanding and entitled to vote in the election of
directors, or (b) the Board of Directors of the Corporation, but any Bylaw
adopted by the Board of Directors may be altered, amended, or repealed, or new
Bylaws may be adopted, by the affirmative vote of the holders of two-thirds
(2/3) of the shares of capital stock entitled to vote in the election of
directors. The shareholders may prescribe, by so expressing in the action they
take in amending or adopting any Bylaw or

                                      -3-

<PAGE>
 
Bylaws, that the Bylaw or Bylaws so amended or adopted by them shall not be
altered, amended or repealed by the Board of Directors.

                                 ARTICLE NINE

                       LIMITATION OF DIRECTOR LIABILITY

     9.1  Limitation of Liability. A director of the Corporation shall not be
liable to the Corporation or its shareholders for monetary damages for any
action taken, or any failure to take any action, as a director, except
liability:

          (i)    for any appropriation, in violation of his or her duties, of
any business opportunity of the Corporation;

          (ii)   for acts or omissions which involve intentional misconduct or a
knowing violation of law;

          (iii)  for the types of liability set forth in Section 14-2-832 of the
Georgia Business Corporation Code; or

          (iv)   for any transaction from which the director received an
improper personal benefit.

     9.2  Repeal or Modification of this Article. Any repeal or modification of
the provisions of this Article by the shareholders of the Corporation shall be
prospective only and shall not adversely affect any limitation on the liability
of a director of the corporation with respect to any act or omission occurring
prior to the effective date of such repeal or modification.

     9.3  Additional Provisions. If the Georgia Business Corporation Code is
amended, after this Article becomes effective, to authorize corporate action
further eliminating or limiting the liability of directors, then, without
further corporate action, the liability of a director of the Corporation, in
addition to the limitation on liability provided herein, shall be limited to the
fullest extent permitted by the Georgia Business Corporation Code, as so
amended.

     9.4  Severability. In the event that any of the provisions of this Article
(including any provision within a single sentence) is held by a court of
competent jurisdiction to be invalid, void, or otherwise unenforceable, the
remaining provisions are severable and shall remain enforceable to the fullest
extent permitted by law.

                                      ***

                                      -4-

<PAGE>
 
     IN WITNESS WHEREOF, the undersigned has executed these Articles this 1st
day of September, 2000.



                                                 /s/ William H. Avery
                                                 _______________________________
                                                 William H. Avery,
                                                 Incorporator

                                      -5-




<PAGE>
 

                                                                     Exhibit 3.2
                                        
                         ____________________________



                                    BYLAWS

                                      OF

                             GLOBAL PAYMENTS INC.

<PAGE>
 
                               TABLE OF CONTENTS


<TABLE> 
<S>                                                                           <C>
Article I. OFFICES AND AGENT...............................................   1
     Section 1.01   Registered Office and Agent............................   1
     Section 1.02   Other Offices..........................................   1

Article II. MEETINGS OF SHAREHOLDERS.......................................   1
     Section 2.01   Annual Meetings........................................   1
     Section 2.02   Special Meetings.......................................   1
     Section 2.03   Place of Meetings......................................   1
     Section 2.04   Notice of Meetings.....................................   2
     Section 2.05   Shareholder Nominations and Proposals..................   2
     Section 2.06   Voting Group...........................................   3
     Section 2.07   Quorum for Voting Groups...............................   4
     Section 2.08   Vote Required for Action...............................   4
     Section 2.09   Voting for Directors...................................   4
     Section 2.10   Voting of Shares.......................................   4
     Section 2.11   Proxies................................................   5
     Section 2.12   Chairman of the Board..................................   5
     Section 2.13   Inspectors.............................................   5
     Section 2.14   Adjournments...........................................   6
     Section 2.15   Action by Shareholders Without a Meeting...............   6

Article III. THE BOARD OF DIRECTORS........................................   6
     Section 3.01   General Powers.........................................   6
     Section 3.02   Number, Election and Term of Office....................   6
     Section 3.03   Removal................................................   7
     Section 3.04   Vacancies..............................................   7
     Section 3.05   Compensation...........................................   8
     Section 3.06   Committees.............................................   8

Article IV. MEETINGS OF THE BOARD OF DIRECTORS.............................   8
     Section 4.01   Regular Meetings.......................................   8
     Section 4.02   Special Meetings.......................................   8
     Section 4.03   Place of Meetings......................................   8
     Section 4.04   Notice of Meetings.....................................   9
     Section 4.05   Quorum.................................................   9
     Section 4.06   Vote Required for Action...............................   9
     Section 4.07   Participation by Conference
 Telephone..................   9
     Section 4.08   Adjournments...........................................  10
     Section 4.09   Action by Directors Without a Meeting..................  10

Article V. MANNER OF NOTICE TO AND WAIVER OF NOTICE........................  10
     Section 5.01   Manner of Notice.......................................  10
     Section 5.02   Waiver of Notice.......................................  11
</TABLE>
 

                                     -ii-

<PAGE>
 

<TABLE> 
<S>                                                                          <C> 
Article VI. OFFICERS.......................................................  12
     Section 6.01   Duties.................................................  12
     Section 6.02   Appointment and Term...................................  12
     Section 6.03   Compensation...........................................  12
     Section 6.04   Chairman of the Board..................................  13
     Section 6.06   President..............................................  13
     Section 6.09   Secretary..............................................  14
     Section 6.10   Bonds..................................................  14

Article VII. SHARES........................................................  14
     Section 7.01   Authorization and Issuance of Shares...................  14
     Section 7.02   Share Certificates.....................................  15
     Section 7.03   Registered Owner.......................................  15
     Section 7.04   Transfers of Shares....................................  15
     Section 7.05   Duty of Corporation to Register Transfer...............  15
     Section 7.06   Lost, Stolen, or Destroyed Certificates................  16
     Section 7.07   Record Date with Regard to Shareholder Action..........  16

Article VIII. DISTRIBUTIONS................................................  16
     Section 8.01   Authorization or Declaration...........................  16
     Section 8.02   Record Date With Regard to Distributions...............  16

Article IX. INDEMNIFICATION................................................  17
     Section 9.01   Definitions............................................  17
     Section 9.02   Basic Indemnification Arrangement......................  18
     Section 9.03   Advances for Expenses..................................  18
     Section 9.04   Court-Ordered Indemnification and Advances for 
                     Expenses..............................................  19
     Section 9.05   Determination of Reasonableness of Expenses............  20
     Section 9.06   Indemnification of Employees and Agents................  20
     Section 9.07   Liability Insurance....................................  21
     Section 9.08   Witness Fees...........................................  21
     Section 9.09   Report to Shareholders.................................  21
     Section 9.10   Security for Indemnification Obligations...............  21
     Section 9.11   No Duplication of Payments.............................  21
     Section 9.12   Subrogation............................................  21
     Section 9.13   Contract Rights........................................  22
     Section 9.14   Specific Performance...................................  22
     Section 9.15   Non-exclusivity, Etc...................................  22
     Section 9.16   Amendments.............................................  22
     Section 9.17   Severability...........................................  22

Article X. MISCELLANEOUS...................................................  23
     Section 10.01  Inspection of Records..................................  23
     Section 10.02  Fiscal Year............................................  23
     Section 10.03  Corporate Seal.........................................  23
     Section 10.04  Financial Statements...................................  23
     Section 10.05  Conflict with Articles of Incorporation................  23
</TABLE>
 

                                     -iii-

<PAGE>
 

<TABLE> 
<S>                                                                          <C> 
Article XI. AMENDMENTS.....................................................  23
     Section 11.01  Power to Amend Bylaws..................................  24

Article XII. CERTAIN PROVISIONS OF GEORGIA LAW.............................  24
     Section 12.01  Business Combinations..................................  24
</TABLE>


                                     -iv-

<PAGE>
 
                         Article I. OFFICES AND AGENT

Section 1.01  Registered Office and Agent

        The corporation shall continuously maintain in the state of Georgia a
registered office that may be the same as any of the corporation's places of
business.  In addition, the corporation shall continuously maintain a registered
agent whose business office is identical with the registered office.  The
registered agent may be an individual who resides in the state of Georgia, a
domestic corporation or nonprofit domestic corporation, or a foreign corporation
or nonprofit foreign corporation authorized to transact business in the state of
Georgia.

Section 1.02  Other Offices

        In addition to having a registered office, the corporation may have
other offices, located in or out of the state of Georgia, as the corporation's
board of directors ("Board of Directors") may designate from time to time.


                    Article II.   MEETINGS OF SHAREHOLDERS

Section 2.01  Annual Meetings

        The corporation shall hold a meeting of shareholders annually at a time
designated by the Board of Directors for the purpose of electing directors and
transacting any other business that may properly come before the shareholders.
If the corporation does not hold an annual meeting as provided in this Section,
any business, including the election of directors, that might properly have been
acted upon at an annual meeting may be acted upon by the shareholders at a
special meeting held in accordance with these bylaws or in accordance with a
court order.

Section 2.02  Special Meetings

        Special meetings of shareholders may be called at any time by (i) the
Board of Directors, (ii) the Chairman of the Board of Directors, (iii) the
President of the corporation or (iv) the holders of two-thirds (2/3) of the
votes entitled to be cast on any issue proposed to be considered at such special
meeting following delivery by such holders to the Secretary of the corporation
of a signed and dated written request setting forth the purposes of such
meeting.

Section 2.03  Place of Meetings

        The corporation may hold shareholders' meetings, both annual and
special, at any place in or out of the state of Georgia except that the
corporation shall hold any meeting at the place set forth in the notice of the
meeting or, if the meeting is held in accordance with a waiver of notice of the
meeting, at the place set forth in the waiver of notice. If no place 

                                      -1-

<PAGE>
 
is specified in the notice or the waiver of notice, the corporation shall hold
the meeting at the corporation's principal office.

Section 2.04   Notice of Meetings

        The corporation shall notify shareholders of the date, time, and place
of each annual and special shareholders' meeting no fewer than ten (10) nor more
than sixty (60) days before the meeting date. Unless the Georgia Business
Corporation Code, as amended (the "Code"), or the Articles of Incorporation
require otherwise, the corporation shall notify only those shareholders entitled
to vote at the meeting who have not waived, in accordance with Section 5.02, the
right to receive notice. In the case of an annual meeting, the notice need not
state the purposes of the meeting unless the Articles of Incorporation or the
Code provide otherwise. Notice of a special meeting shall include a description
of the purpose or purposes for which the meeting is called. If not otherwise
fixed under Code Section 14-2-703 or 14-2-707, the record date for determining
shareholders entitled to notice of and entitled to vote at an annual or special
shareholders' meeting is the close of business on the day before the first
notice is delivered to shareholders.

Section 2.05  Shareholder Nominations and Proposals

             (a) No proposal for a shareholder vote shall be submitted by a
shareholder (a "Shareholder Proposal") to the corporation's shareholders unless
the shareholder submitting such proposal (the "Proponent") shall have filed a
written notice setting forth with particularity (i) the names and business
addresses of the Proponent and all natural persons, corporations, partnerships,
trusts or any other type of legal entity or recognized ownership vehicle
(collectively, "Persons") acting in concert with the Proponent; (ii) the name
and address of the Proponent and the Persons identified in clause (i), as they
appear on the corporation's books (if they so appear); (iii) the class and
number of shares of the corporation beneficially owned by the Proponent and the
Persons identified in clause (i); (iv) a description of the Shareholder Proposal
containing all material information relating thereto; and (v) such other
information as the Board of Directors reasonably determines is necessary or
appropriate to enable the Board of Directors and shareholders of the corporation
to consider the Shareholder Proposal. The presiding officer at any shareholders'
meeting may determine that any Shareholder Proposal was not made in accordance
with the procedures prescribed in these bylaws or is otherwise not in accordance
with law, and if it is so determined, such officer shall so declare at the
meeting and the Shareholder Proposal shall be disregarded.

               (b) Only persons who are selected and recommended by the Board of
Directors or the committee of the Board of Directors designated to make
nominations, or who are nominated by shareholders in accordance with the
procedures set forth in this Section 2.05, shall be eligible for election, or
qualified to serve, as directors.  Nominations of individuals for election to
the Board of Directors of the corporation at any annual meeting or any special
meeting of shareholders at which directors are to be 

                                      -2-

<PAGE>
 
elected may be made by any shareholder of the corporation entitled to vote for
the election of directors at that meeting by compliance with the procedures set
forth in this Section 2.05. Nominations by shareholders shall be made by written
notice (a "Nomination Notice"), which shall set forth (i) as to each individual
nominated, (A) the name, date of birth, business address and residence address
of such individual; (B) the business experience during the past five years of
such nominee, including his or her principal occupations and employment during
such period, the name and principal business of any corporation or other
organization in which such occupations and employment were carried on, and such
other information as to the nature of his or her responsibilities and level of
professional competence as may be sufficient to permit assessment of his or her
prior business experience; (C) whether the nominee is or has ever been at any
time a director, officer or owner of 5% or more of any class of capital stock,
partnership interests or other equity interest of any corporation, partnership
or other entity; (D) any directorships held by such nominee in any company with
a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, or subject to the requirements of Section
15(d) of such Act or any company registered as an investment company under the
Investment Company Act of 1940, as amended; and (E) whether such nominee has
ever been convicted in a criminal proceeding or has ever been subject to a
judgment, order, finding or decree of any federal, state or other governmental
entity, concerning any violation of federal, state or other law, or any
proceeding in bankruptcy, which conviction, order, finding, decree or proceeding
may be material to an evaluation of the ability or integrity of the nominee; and
(ii) as to the Person submitting the Nomination Notice and any Person acting in
concert with such Person, (X) the name and business address of such Person, (Y)
the name and address of such Person as they appear on the corporation's books
(if they so appear), and (Z) the class and number of shares of the corporation
that are beneficially owned by such Person. A written consent to being named in
a proxy statement as a nominee, and to serve as a director if elected, signed by
the nominee, shall be filed with any Nomination Notice. If the presiding officer
at any shareholders' meeting determines that a nomination was not made in
accordance with the procedures prescribed by these bylaws, he shall so declare
to the meeting and the defective nomination shall be disregarded.

               (c) Nomination Notices and Shareholder Proposals shall be
delivered to the Secretary of the corporation at the principal executive office
of the corporation (i) within 120 days prior to an annual meeting of
shareholders or (ii) within 10 days after the date that notice of a special
meeting is sent to shareholders.

Section 2.06  Voting Group

        The term "voting group" means all shares of one or more classes or
series that under the Code or the Articles of Incorporation are entitled to vote
and be counted together collectively on a matter at a meeting of shareholders.
All shares entitled by the Code or the Articles of Incorporation to vote
generally on the matter are for that purpose a single voting group.

                                      -3-

<PAGE>
 
Section 2.07  Quorum for Voting Groups

        Shares entitled to vote as a separate voting group may take action on a
matter at a meeting of shareholders only if a quorum of those shares exists with
respect to that matter. Unless the Code or the Articles of Incorporation provide
otherwise, a majority of the votes (as represented by person or by proxy)
entitled to be cast on the matter by the voting group constitutes a quorum of
that voting group for action on that matter. Once a share is represented for any
purpose at a meeting, other than solely to object to holding the meeting or to
transacting business at the meeting, it is deemed present for quorum purposes
for the remainder of the meeting and for any adjournment of that meeting unless
a new record date is or must be set for that adjourned meeting as provided in
Section 7.7.

Section 2.08  Vote Required for Action

        If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
Code, the Articles of Incorporation, or the bylaws require a greater number of
affirmative votes.  If the Code or the Articles of Incorporation provide for
voting by a single voting group on a matter, action on that matter is taken when
voted upon by that voting group as provided in this Section and in Sections 2.06
and 2.07.  If the Code or the Articles of Incorporation provide for voting by
two or more voting groups on a matter, action on that matter is taken only when
voted upon by each of those voting groups counted separately as provided in this
section and in Sections 2.06 and 2.07.  Action may be taken by one voting group
on a matter even though no action is taken by another voting group entitled to
vote on the matter.

Section 2.09  Voting for Directors

        Unless otherwise provided in the Articles of Incorporation or the Code,
directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.  Shareholders do
not have a right to cumulate their votes for directors unless the Articles of
Incorporation so provide.

Section 2.10  Voting of Shares

        Unless the Code or the Articles of Incorporation provide otherwise, each
outstanding share having voting rights is entitled to one vote on each matter
voted on at a meeting of shareholders.  Shareholders voting their shares shall
vote their shares by voice vote or by show of hands unless (i) a qualified
voting shareholder, prior to any voting on a matter, demands a vote by ballot or
(ii) the presiding officer determines in his or her sole discretion to vote by
ballot.  If a demand occurs or the presiding officer determines to do so,
shareholders shall vote by ballot.  Each ballot shall state the name of the
shareholder voting and the number of shares voted by the shareholder.  If a
ballot is cast by proxy, the ballot must also state the name of the proxy.

                                      -4-

<PAGE>
 
Section 2.11  Proxies

              (a)   A shareholder may vote his or her shares in person or by
proxy. For a shareholder to vote shares by proxy, a shareholder or his or her
agent or attorney in fact shall appoint a proxy by executing a writing that
authorizes another person or persons to vote or otherwise act for the
shareholder by signing and dating an appointment form. An appointment of proxy
is effective when the corporate agent authorized to tabulate votes receives an
original or facsimile transmission of a signed appointment form. The appointment
of proxy is valid for only one meeting and any adjournments, and the appointment
form must specify that meeting. In any event, the appointment is not valid for
longer than eleven (11) months unless the appointment form expressly provides
for a longer period. The corporate secretary shall file any appointment of proxy
with the records of the meeting to which the appointment relates.

               (b)  An appointment of proxy is revocable or irrevocable as
provided in the Code.

               (c)  If any person questions the validity of an appointment of
proxy, that person shall submit the appointment form for examination to the
secretary of the shareholders' meeting or to a proxy officer or committee
appointed by the person presiding at the meeting. The secretary, proxy officer,
or committee, as the case may be, will determine the appointment form's
validity. The secretary's reference in the meeting's minutes to the regularity
of the appointment of proxy will be prima facie evidence of the facts stated in
the minutes for establishing a quorum at the meeting and for all other purposes.

Section 2.12  Chairman of the Board

        The Chairman of the Board shall preside over every shareholders' meeting
unless the shareholders elect another person to preside at a meeting. The
Chairman of the Board may appoint any persons he or she deems necessary to
assist with the meeting.

Section 2.13  Inspectors

        The corporation shall appoint one or more inspectors to act at a
shareholders' meeting and to make a written report of the inspectors'
determinations.  Each inspector shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of the inspector's ability.  The inspector shall: ascertain the number of
shares outstanding and the voting power of each; determine the shares
represented at a meeting; determine the validity of proxies and ballots; count
all votes; and determine the result.  An inspector may be an officer or employee
of the corporation.

                                      -5-

<PAGE>
 
Section 2.14  Adjournments

        Whether or not a quorum is present to organize a meeting, any meeting of
shareholders (including an adjourned meeting) may be adjourned by the holders of
a majority of the voting shares represented at the meeting to reconvene at a
specific time and place, but no later than 120 days after the date fixed for the
original meeting unless the requirements of the Code concerning the selection of
a new record date have been met.  At any reconvened meeting within that time
period, any business may be transacted that could have been transacted at the
meeting that was adjourned.  If notice of the adjourned meeting was properly
given, it shall not be necessary to give any notice of the reconvened meeting or
of the business to be transacted, if the date, time and place of the reconvened
meeting are announced at the meeting that was adjourned and before adjournment;
provided, however, that if a new record date is or must be fixed, notice of the
reconvened meeting must be given to persons who are shareholders as of the new
record date.

Section 2.15  Action by Shareholders Without a Meeting

        Action required or permitted by the Code to be taken at a shareholders'
meeting may be taken without a meeting if the action is taken by all
shareholders entitled to vote on the action.  The action must be evidenced by
one or more written consents bearing the date of signature and describing the
action taken, signed by all shareholders entitled to take action without a
meeting, and delivered to the corporation for inclusion in the minutes or filing
with the corporate records.


                     Article III.   THE BOARD OF DIRECTORS

Section 3.01  General Powers

        All corporate powers shall be exercised by or under the authority of,
and the business and affairs of the corporation shall be managed under the
direction of, the Board of Directors, subject to any limitation set forth in the
Articles of Incorporation, bylaws approved by the shareholders, or agreements
among the shareholders that are otherwise lawful. No limitation upon the
authority of a director, whether contained in the Articles of Incorporation,
bylaws, or an agreement among shareholders, shall be effective against persons,
other than shareholders and directors, who do not have actual knowledge of the
limitation.

Section 3.02  Number, Election and Term of Office

        The number of directors of the corporation shall be no  less than two(2)
and no greater than seven (7) and may be adjusted by resolution of the
shareholders or of the Board of Directors from time to time.  Any resolution of
the Board of Directors 

                                      -6-

<PAGE>
 
increasing or decreasing the number of directors of the corporation shall
require the affirmative vote of at least two-thirds (2/3) of the entire Board of
Directors. Except as provided in Section 3.04, a director shall be elected by
the affirmative vote of the holders of a plurality of the shares represented at
the meeting of shareholders at which the director stands for election and
entitled to elect such director.

        The number of directors may be increased or decreased from time to time
as provided herein or by amendment to these bylaws and the Articles of
Incorporation of the corporation; provided, however, that any amendment to the
bylaws by the Board of Directors which increases or decreases the number of
directors of the corporation must be approved by the affirmative vote of at
least two-thirds (2/3) of the entire Board of Directors; provided further, that
the total number of directors at any time shall not be less than two (2)
                                                                 -------
provided further, that no decrease in the number of directors shall have the
effect of shortening the term of an incumbent director.  In the event of any
increase or decrease in the authorized number of directors, each director then
serving shall continue as a director of the class of which he is a member until
the expiration of his current term, or his earlier resignation, retirement,
disqualification, removal from office or death, and the newly created or
eliminated directorships resulting from such increase or decrease shall be
apportioned by the Board of Directors among the three classes of directors so as
to maintain such classes as nearly equal as possible; provided, however, that
any such additional directors elected by the Board shall serve only for a term
expiring at the next meeting of the shareholders called for the purpose of
electing directors.  Each director shall serve until his successor is elected
and qualified or until his earlier resignation, retirement, disqualification,
removal from office, or death.

Section 3.03  Removal

        The shareholders may remove one or more directors only for cause and
only by the affirmative vote of the holders of at least two-thirds (2/3) of all
votes entitled to be cast in the election of such directors. If the director was
elected by a voting group of shareholders, only the shareholders of that voting
group may participate in the vote to remove the director. The shareholders may
remove a director only at a special meeting called for the purpose of removing
the director, and the meeting notice must state that the purpose, or one of the
purposes, of the meeting is removal of the director. For purposes of this
Section, "cause" shall mean only (i) conviction of a felony, (ii) declaration of
unsound mind by an order of a court, (iii) gross dereliction of duty, (iv)
commission of an action involving moral turpitude or (v) commission of an action
which constitutes intentional misconduct or a knowing violation of law if such
action results in an improper substantial personal benefit and a material injury
to the corporation.

Section 3.04  Vacancies

        If a vacancy occurs on the Board of Directors, the vacancy may be filled
by a majority of the directors then in office, even if fewer than a quorum, or
by a sole remaining director. Each director chosen in accordance with this
Section shall hold office until the next election of the class for which such
director shall have been chosen,

                                      -7-

<PAGE>
 
and until such director's successor is elected and qualified, or until the
director's earlier death. Even if the directors remaining in office constitute
fewer than a quorum of the Board of Directors, the directors may fill the
vacancy by the affirmative vote of a majority of all the directors remaining in
office. If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group or the remaining
directors elected by that voting group are entitled to vote to fill the vacancy.

Section 3.05  Compensation

        Unless the Articles of Incorporation provide otherwise, the Board of
Directors may determine from time to time the compensation, if any, that
directors may receive for their services as directors.  A director may also
serve the corporation in a capacity other than that of director and receive
compensation determined by the Board of Directors for services rendered in such
other capacity.

Section 3.06  Committees

        The Board of Directors by resolution may create one or more committees
and appoint members of the Board of Directors to serve on such committees at the
discretion of the Board of Directors. Except as limited by the Code, each
committee will have the authority set forth in the resolution establishing such
committee.


               Article IV.   MEETINGS OF THE BOARD OF DIRECTORS

Section 4.01  Regular Meetings

        The Board of Directors shall hold a regular meeting immediately after an
annual shareholders' meeting or a special shareholders' meeting held in lieu of
an annual meeting.  In addition, the Board of Directors may schedule and hold
other meetings at regular intervals throughout the year.

Section 4.02  Special Meetings

        The Board of Directors shall hold a special meeting upon the call of the
Chairman of the Board, the President or any two directors.

Section 4.03  Place of Meetings

        The Board of Directors may hold meetings, both regular and special, at
any place in or out of the state of Georgia. Regular meetings shall be held at
the place established from time to time for regular meetings. Special meetings
shall be held at the place set forth in the notice of the meeting or, if the
special meeting is held in accordance with a waiver of notice of the meeting, at
the place set forth in the waiver of notice.

                                      -8-

<PAGE>
 
Section 4.04  Notice of Meetings

        Unless the Articles of Incorporation provide otherwise, the corporation
is not required to give notice of the date, time, place, or purpose of a regular
meeting of the Board of Directors. The corporation shall, give at least one (1)
day's prior notice of the date, time, and place of a special meeting of the
Board of Directors. Notices of special meetings shall comply with Section 5.01
and may be waived in accordance with Section 5.02.

Section 4.05  Quorum

        Unless the Code, the Articles of Incorporation, or these bylaws require
a greater number, a quorum of the Board of Directors consists of a majority of
the total number of directors that has been initially fixed in the Articles of
Incorporation or that has been later prescribed by resolution of the
shareholders or of the Board of Directors in accordance with Section 3.02.

Section 4.06   Vote Required for Action

               (a)  If a quorum is present when a vote is taken, the affirmative
vote of a majority of directors present is the act of the Board of Directors
unless the Code, the Articles of Incorporation, or these bylaws require the vote
of a greater number of directors.

               (b)  A director who is present at a meeting of the Board of
Directors or a committee of the Board of Directors when corporate action is
taken is deemed to have assented to the action taken unless:

                    (i)    he or she objects at the beginning of the meeting (or
     promptly upon his or her arrival) to holding it or transacting business at
     the meeting;

                    (ii)   his or her dissent or abstention from the action
     taken is entered in the minutes of the meeting; or

                    (iii)  he or she delivers written notice of his or her
     dissent or abstention to the presiding officer of the meeting before its
     adjournment or to the corporation immediately after adjournment of the
     meeting.

The right to dissent or abstain is not available to a director who votes in
favor of the action taken.

Section 4.07  Participation by Conference Telephone

                                      -9-

<PAGE>
 
     Any or all directors may participate in a meeting of the Board of Directors
or of a committee of the Board of Directors through the use of any means of
communication by which all directors participating may simultaneously hear each
other during the meeting.  A director participating in a meeting by this means
shall be deemed to be present in person at the meeting.

Section 4.08  Adjournments

     A majority of the directors present at a meeting may adjourn the meeting
from time to time.  This right to adjourn exists whether or not a quorum is
present at the meeting and applies to regular as well as special meetings,
including any meetings that are adjourned and reconvened.  If a meeting of the
Board of Directors is adjourned to a different date, time, or place, the
corporation is not required to give notice of the new date, time, or place or of
the business to be transacted, if the new date, time, or place is announced at
the meeting before adjournment.  At the meeting reconvened after adjournment,
the Board of Directors may transact any business that could have been transacted
at the meeting that was adjourned.

Section 4.09  Action by Directors Without a Meeting

     Any action required or permitted by the Code to be taken at any meeting of
the Board of Directors (or a committee of the Board of Directors) may be taken
without a meeting if the action is taken by all of the members of the Board of
Directors (or the committee, as the case may be). The action must be evidenced
by one or more written consents describing the action taken, signed by each of
the directors (or each of the directors serving on the committee, as the case
may be), and delivered to the corporation for inclusion in the minutes or filing
with the corporate records.


     Article V.   MANNER OF NOTICE TO AND WAIVER OF NOTICE
                         BY SHAREHOLDERS AND DIRECTORS

Section 5.01   Manner of Notice

               (a) Whenever these bylaws require notice to be given to any
shareholder or director, the notice must comply with this Section 5.01 in
addition to any other section of these bylaws concerning notice and any
provision in the Articles of Incorporation.

               (b) Notice to shareholders shall be in writing. Notice to a
director may be written or oral.

               (c) Notice may be communicated in person; by telephone,
telegraph, teletype, facsimile, or other form of wire or wireless communication;
or by mail or private carrier. If these forms of personal notice are
impracticable, notice may be communicated 

                                      -10-

<PAGE>
 
by a newspaper of general circulation in the area where published, or by radio,
television, or other form of public broadcast communication. Unless otherwise
provided in the Code, the Articles of Incorporation, or these bylaws, notice by
facsimile transmission, telegraph, or teletype shall be deemed to be notice in
writing.

               (d)  Written notice to shareholders, if the notice is in a
comprehensible form, is effective when mailed, if mailed with first-class
postage prepaid and correctly addressed to the shareholder's address shown in
the corporation's current record of shareholders.

               (e)  Except as provided in subsection 5.01(d), written notice, if
in a comprehensible form, is effective at the earliest of the following:

                    (i)   when received, or when delivered, properly addressed,
to the addressee's last known principal place of business or residence;

                    (ii)  five (5) days after its deposit in the mail, as
evidenced by the postmark, or such longer period as provided in the Articles of
Incorporation or these bylaws, if mailed with first-class postage prepaid and
correctly addressed; or

                    (iii) on the date shown on the return receipt, if sent by
registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the addressee.

               (f)  Oral notice is effective when communicated if communicated
in a comprehensible manner.

               (g)  In calculating time periods for notice, when a period of
time measured in days, weeks, months, years, or other measurement of time is
prescribed for the exercise of any privilege or the discharge of any duty, the
first day shall not be counted but the last day shall be counted.

Section 5.02   Waiver of Notice

               (a)  A shareholder may waive any notice before or after the date
and time stated in the notice. Except as provided in subsection 5.02(b), the
waiver must be in writing, be signed by the shareholder entitled to the notice,
and be delivered to the corporation for inclusion in the minutes or filing with
the corporate records.

               (b)  A shareholder's attendance at a meeting:

                    (i)   waives objection to lack of notice or defective notice
of the meeting, unless the shareholder at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting; and

                                      -11-

<PAGE>
 
                    (ii) waives objection to consideration of a particular
matter at the meeting that is not within the purpose or purposes described in
the meeting notice, unless the shareholder objects to considering the matter
when it is presented.

               (c)  A shareholder's waiver of notice is not required to specify
the business transacted or the purpose of the meeting unless required by the
Code or these bylaws.

               (d)  A director may waive any notice before or after the date and
time stated in the notice. Except as provided in paragraph (e) of this Section
5.02, the waiver must be in writing, signed by the director entitled to the
notice, and delivered to the corporation for inclusion in the minutes or filing
with the corporate records.

               (e)  A director's attendance at or participation in a meeting
waives any required notice to him or her of the meeting unless the director at
the beginning of the meeting (or promptly upon his or her arrival) objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.

                            Article VI.   OFFICERS

Section 6.01  Duties

     The officers of the corporation may include a Chairman of the Board, Chief
Executive Officer, Chief Financial Officer, Chief Operating Officer, President
and Secretary and any other officers as may be appointed by the Board of
Directors, as it determines, in its sole discretion, to be necessary or
desirable.  The officers will have the authority and will perform the duties as
set forth in these bylaws.  The other officers that are appointed will have the
authority and will perform the duties as established by the Board of Directors
from time to time.

Section 6.02  Appointment and Term

     The Board of Directors appoints the individuals who will serve as officers
of the corporation.  An individual may simultaneously hold more than one office.
Any officer appointed in accordance with this Article VI may appoint one or more
officers or assistant officers.  All officers serve at the pleasure of the Board
of Directors.  The Board of Directors may remove with or without cause any
officer.

Section 6.03  Compensation

     The Board of Directors or a committee thereof will fix the compensation, if
any, of all corporate officers.

                                      -12-

<PAGE>
 
Section 6.04  Chairman of the Board

     The Chairman of the Board shall preside at all meetings of shareholders and
the Board of Directors.  The Chairman of the Board shall have such other powers
and duties as may be delegated to him or her from time to time by the Board of
Directors.

Section 6.05  Chief Executive Officer

     The Chief Executive Officer shall be primarily responsible for the general
management of the business affairs of the Corporation and for implementing
policies and directives of the board of directors.  The Chief Executive Officer
shall also preside at all meetings of shareholders and the Board of Directors
during the absence or disability of the Chairman of the Board.  Unless the
Articles of Incorporation, these bylaws, or a resolution of the Board of
Directors provides otherwise, the Chief Executive Officer may execute and
deliver on behalf of the corporation any contract, conveyance, or similar
document not requiring approval by the Board of Directors or shareholders as
provided in the Code.  The Chief Executive Officer shall have any other
authority and will perform any other duties that the Board of Directors may
delegate to him or her from time to time.

Section 6.06  President

     In the absence of the Chairman of the Board and the Chief Exectuive
Officer, or if there is none, the President shall preside at meetings of the
shareholders and Board of Directors.  The president shall assume and perform the
duties of the Chariman of the Board in the absence or disability of the Chariman
of the Board and the Chief Executive Officer or whenever the offices of the
Chariman of the Board and the Chief Executive Officer are vacant.  The President
will have any other authority and will perform any other duties that the Board
of Directors may delegate to him or her from time to time.

Section 6.07  Chief Operating Officer

     The Chief Operating Officer shall have responsibility for the day-to-day
operations of the corporation and the development of the corporation's products
and services.  The Chief Operating Officer, in the absence or disability or at
the direction of the President, shall perform all duties and exercise all powers
of the President of the corporation. The Chief Financial Officer will have any
other authority and will perform any other duties that the Board of Directors
may delegate to him or her from time to time

Section 6.08  Chief Financial Officer

     The Chief Financial Officer shall render statements of the financial
affairs of the corporation in such form and as often as required by the Board of
Directors, Chief Executive Officer or the President. The Chief Financial Officer
will have responsibility for the custody of all funds and securities belonging
to the corporation and for the receipt, deposit, or disbursement of funds and
securities under the direction of the Board of 

                                      -13-

<PAGE>
 
Directors. The Chief Financial Officer will cause to be maintained true accounts
of all receipts and disbursements and will make reports of these to the Board of
Directors, upon its request, and to the President, upon his or her request. The
Chief Financial Officer will have any other authority and will perform any other
duties that the Board of Directors may delegate to him or her from time to time.

Section 6.09  Secretary

     The Secretary will have responsibility for preparing minutes of the acts
and proceedings of all meetings of the shareholders, of the Board of Directors,
and of any committees of the Board of Directors.  The Secretary will have
authority to give all notices required by the Code, other applicable law, or
these bylaws.  The Secretary will have responsibility for the custody of the
corporate books, records, contracts, and other corporate documents.  The
Secretary will have authority to affix the corporate seal to any lawfully
executed document and will sign any instruments that require his or her
signature. The Secretary will authenticate records of the corporation.  The
Secretary will have any other authority and will perform any other duties that
the Board of Directors may delegate to him or her from time to time.  In the
case of absence or disability of the Secretary, or at the direction of the
President, any assistant secretary has the authority and may perform the duties
of the Secretary.


Section 6.10  Bonds

     The Board of Directors by resolution may require any or all of the
officers, agents, or employees of the corporation to give bonds to the
corporation, with sufficient surety or sureties, conditioned on the faithful
performance of the duties of their respective offices or positions, and to
comply with any other conditions that from time to time may be required by the
Board of Directors.


                             Article VII.   SHARES

Section 7.01  Authorization and Issuance of Shares

     The Board of Directors may authorize shares of any class or series provided
for in the Articles of Incorporation to be issued for consideration deemed valid
under the provisions of the Code. In addition, before the corporation issues the
shares authorized by the Board of Directors, the Board of Directors must
determine that the consideration received or to be received for shares to be
issued is adequate. To the extent provided in the Articles of Incorporation, the
Board of Directors will determine the preferences, limitations, and relative
rights of such shares before their issuance.

                                      -14-

<PAGE>
 
Section 7.02  Share Certificates

     The interest of each shareholder may be represented by a certificate or
certificates representing shares of the corporation which shall be in such form
as Board of Directors may from time to time adopt.  Share certificates, if any,
shall be numbered consecutively, shall be in registered form shall indicate the
date of issuance, the name of the corporation and that it is organized under the
laws of the State of Georgia, the name of the shareholder, and the number and
class of shares and the designation of the series, if any, represented by the
certificate.  Each certificate shall be signed by any one of the Chairman of the
Board, the Chief Executive Officer, the President, a Vice President, the
Secretary or the Treasurer.  The corporate seal need not be affixed.

Section 7.03  Registered Owner

     The corporation may treat the registered owner of any share of stock of the
corporation as the person exclusively entitled to vote that share and to receive
any dividend or other distribution with respect to that share and as the
exclusive owner of that share for all other purposes.  Accordingly, the
corporation is not required to recognize any other person's equitable, or other,
claim to or interest in that share, whether or not the corporation has express
or other notice of the claim or interest, except as provided otherwise by law.

Section 7.04  Transfers of Shares

     The Board of Directors will designate a transfer agent to transfer shares
on the transfer books of the corporation when the agent is properly directed to
do so.  The transfer agent will keep these books at his or her office.  Only the
person named on a certificate, or his or her attorney-in-fact lawfully
constituted by a writing, may direct the transfer agent to transfer the share
represented by that certificate.  Before the corporation issues a new
certificate to the new owner of the share, the old certificate must be
surrendered to the corporation for cancellation.  In the case of a certificate
claimed to have been lost, stolen, or destroyed, the person making the claim
must comply with Section 7.06.

Section 7.05   Duty of Corporation to Register Transfer
 
     Notwithstanding any provision in Section 7.04, the corporation is not under
a duty to register the transfer of a share unless:

               (a) the certificate representing that share is endorsed by the
appropriate person or persons;

               (b) reasonable assurance is given that the endorsement or
affidavit (in the case of a lost, stolen, or destroyed certificate) is genuine
and effective;

                                      -15-

<PAGE>
 
               (c)  the corporation either has no duty to inquire into adverse
claims or has discharged that duty;

               (d)  the requirements of any applicable law relating to the
collection of taxes for the proposed transfer have been met; and

               (e)  the transfer is in fact rightful or is to a bona fide
purchaser.


Section 7.06  Lost, Stolen, or Destroyed Certificates

     Any person claiming a share certificate has been lost, stolen, or destroyed
must make an affidavit or affirmation of that fact in the manner prescribed by
the Board of Directors.  In addition, if the Board of Directors requires, the
person must give the corporation a bond of indemnity in a form and amount, and
with one or more sureties, satisfactory to the Board of Directors.  Once the
person has satisfactorily completed these steps, the corporation will issue an
appropriate new certificate to replace the certificate alleged to have been
lost, stolen, or destroyed.

Section 7.07  Record Date with Regard to Shareholder Action

     The Board of Directors may fix a future date as the record date in order to
determine the shareholders entitled to notice of a shareholders' meeting, to
demand a special meeting, to vote, or to take any other action (except an action
provided for in Section 8.02).  Any future date fixed as a record date may not
be more than seventy (70) days before the date on which the meeting is to be
held or the action requiring a determination of shareholders is to be taken.  A
determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date, which it must do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting.  If the Board of Directors does not fix a future date as a record date,
the corporation will determine the record date in accordance with the Code.


                         Article VIII.   DISTRIBUTIONS

Section 8.01  Authorization or Declaration

     Subject to any restriction in the Articles of Incorporation, the Board of
Directors from time to time in its discretion may authorize or declare and the
corporation may make distributions to the shareholders in accordance with the
Code.

Section 8.02  Record Date With Regard to Distributions

     The Board of Directors may fix a future date as the record date in order to
determine shareholders entitled to a distribution (other than one involving a
purchase, 

                                      -16-

<PAGE>
 
redemption, or other reacquisition of the corporation's shares).  If
the Board of Directors does not fix a future date as the record date, the
corporation will determine the record date in accordance with the Code.


                         Article IX.   INDEMNIFICATION

Section 9.01   Definitions

     As used in this Article, the term:

               (a)  "corporation" includes any domestic or foreign predecessor
entity of the corporation in a merger or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.

               (b)  "director" or "officer" means an individual who is or was a
director or board-elected officer, respectively, of the corporation or who,
while a director or officer of the corporation, is or was serving at the
corporation's request as a director, officer, partner, trustee, employee, or
agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan, or other entity. A director or officer is
considered to be serving an employee benefit plan at the corporation's request
if his or her duties to the corporation also impose duties on, or otherwise
involve services by, the director or officer to the plan or to participants in
or beneficiaries of the plan. "Director" or "officer" includes, unless the
context otherwise requires, the estate or personal representative of a director
or officer.

               (c)  "disinterested director" or "disinterested officer" means a
director or officer, respectively who at the time of an evaluation referred to
in subsection 9.05(b) is not:

                    (i)   A party to the proceeding; or

                    (ii)  An individual having a familial, financial,
professional, or employment relationship with the person whose advance for
expenses is the subject of the decision being made with respect to the
proceeding, which relationship would, in the circumstances, reasonably be
expected to exert an influence on the director's or officer's judgment when
voting on the decision being made.

               (d)  "expenses" includes counsel fees.

               (e)  "liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), or reasonable expenses incurred with respect to a
proceeding.

                                      -17-

<PAGE>
 
               (f)  "party" includes an individual who was, is, or is threatened
to be made a named defendant or respondent in a proceeding.

               (g)  "proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative or investigative and whether formal or informal.

               (h)  "reviewing party" shall mean the person or persons making
the determination as to reasonableness of expenses pursuant to Section 9.05 of
this Article, and shall not include a court making any determination under this
Article or otherwise.

Section 9.02   Basic Indemnification Arrangement

               (a)  The corporation shall indemnify an individual who is a party
to a proceeding because he or she is or was a director or officer against
liability incurred in the proceeding; provided, however that the corporation
shall not indemnify a director or officer under this Article for any liability
incurred in a proceeding in which the director or officer is adjudged liable to
the corporation or is subjected to injunctive relief in favor of the
corporation:

                    (i)   For any appropriation, in violation of his or her
duties, of any business opportunity of the corporation;

                    (ii)  For acts or omissions which involve intentional
misconduct or a knowing violation of law;

                    (iii) For the types of liability set forth in Section 14-2-
832 of the Code; or

                    (iv)  For any transaction from which he or she received an
improper personal benefit.

               (b)  If any person is entitled under any provision of this
Article to indemnification by the corporation for some portion of liability
incurred by him or her, but not the total amount thereof, the corporation shall
indemnify such person for the portion of such liability to which he or she is
entitled.

Section 9.03  Advances for Expenses

               (a)  The corporation shall, before final disposition of a
proceeding, advance funds to pay for or reimburse the reasonable expenses
incurred by a director or officer who is a party to a proceeding because he or
she is a director or officer if he or she delivers to the corporation:

                                      -18-

<PAGE>
 
                    (i)  A written affirmation of his or her good faith belief
that his or her conduct does not constitute behavior of the kind described in
subsection 9.02(a) above; and

                    (ii) His or her written undertaking (meeting the
qualifications set forth below in subsection 9.03(b)) to repay any funds
advanced if it is ultimately determined that he or she is not entitled to
indemnification under this Article or the Code.

               (b)  The undertaking required by subsection 9.03(a)(2) above must
be an unlimited general obligation of the proposed indemnitee but need not be
secured and shall be accepted without reference to the financial ability of the
proposed indemnitee to make repayment. If a director or officer seeks to enforce
his or her rights to indemnification in a court pursuant to Section 9.04 below,
such undertaking to repay shall not be applicable or enforceable unless and
until there is a final court determination that he or she is not entitled to
indemnification, as to which all rights of appeal have been exhausted or have
expired.

Section 9.04  Court-Ordered Indemnification and Advances for Expenses

               (a)  A director or officer who is a party to a proceeding because
he or she is a director or officer may apply for indemnification or advance for
expenses to the court conducting the proceeding or to another court of competent
jurisdiction. For purposes of this Article, the corporation hereby consents to
personal jurisdiction and venue in any court in which is pending a proceeding to
which a director or officer is a party. Regardless of any determination by the
Reviewing Party as to the reasonableness of expenses, and regardless of any
failure by the Reviewing Party to make a determination as to the reasonableness
of expenses, such court's review shall be a de novo review. After receipt of an
application and after giving any notice it considers necessary, the court shall:

                    (i)   Order indemnification or advance for expenses if it
determines that the director or officer is entitled to indemnification or
advance for expenses; or

                    (ii)  Order indemnification or advance for expenses if it
determines, in view of all the relevant circumstances, that it is fair and
reasonable to indemnify the director or officer, or to advance expenses to the
director or officer, even if the director or officer failed to comply with the
requirements for advance of expenses, or was adjudged liable in a proceeding
referred to in subsection 9.02(a)(4) above.

               (b)  If the court determines that the director or officer is
entitled to indemnification or advance for expenses, the corporation shall pay
the director's or officer's reasonable expenses to obtain court-ordered
indemnification or advance for expenses.

                                      -19-

<PAGE>
 
Section 9.05   Determination of Reasonableness of Expenses

               (a)  The corporation acknowledges that indemnification of a
director or officer under Section 9.02 has been pre-authorized by the
corporation as permitted by Section 14-2-859(a) of the Code, and that pursuant
authority exercised under Section 14-2-856 of the Code, no determination need be
made for a specific proceeding that indemnification of the director or officer
is permissible in the circumstances because he or she has met a particular
standard of conduct. Nevertheless, except as set forth in subsection 9.05(b)
below, evaluation as to reasonableness of expenses of a director or officer for
a specific proceeding shall be made as follows:

                    (i)   If there are two or more disinterested directors, by
the board of directors of the corporation by a majority vote of all
disinterested directors (a majority of whom shall for such purpose constitute a
quorum) or by a majority of the members of a committee of two or more
disinterested directors appointed by such a vote; or

                    (ii)  If there are fewer than two disinterested directors,
by the board of directors (in which determination directors who do not qualify
as disinterested directors may participate); or

                    (iii) By the shareholders, but shares owned by or voted
under the control of a director or officer who at the time does not qualify as a
disinterested director or disinterested officer may not be voted on the
determination.

               (b)  Notwithstanding the requirement under subsection 9.05(a)
that the Reviewing Party evaluate the reasonableness of expenses claimed by the
proposed indemnitee, any expenses claimed by the proposed indemnitee shall be
deemed reasonable if the Reviewing Party fails to make the evaluation required
by subsection 9.05(a) within sixty (60) days following the proposed indemnitee's
written request for indemnification or advance for expenses.

Section 9.06  Indemnification of Employees and Agents

     The corporation may indemnify and advance expenses under this Article to an
employee or agent of the corporation who is not a director or officer to the
same extent and subject to the same conditions that a Georgia corporation could,
without shareholder approval under Section 14-2-856 of the Code, indemnify and
advance expenses to a director, or to any lesser extent (or greater extent if
permitted by law) determined by the board of directors, in each case consistent
with public policy.

                                      -20-

<PAGE>
 
Section 9.07  Liability Insurance

     The corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee or agent of the corporation or
who, while a director, officer, employee or agent of the corporation, serves at
the corporation's request as a director, officer, partner, trustee, employee or
agent of another domestic or foreign corporation, partnership, joint venture,
trust, employee benefit plan, or other entity against liability asserted against
or incurred by him or her in that capacity or arising from his or her status as
a director, officer, employee, or agent, whether or not the corporation would
have power to indemnify or advance expenses to him or her against the same
liability under this Article or the Code.

Section 9.08  Witness Fees

     Nothing in this Article shall limit the corporation's power to pay or
reimburse expenses incurred by a person in connection with his or her appearance
as a witness in a proceeding at a time when he or she is not a party.

Section 9.09  Report to Shareholders

     To the extent and in the manner required by the Code from time to time, if
the corporation indemnifies or advances expenses to a director or officer in
connection with a proceeding by or in the right of the corporation, the
corporation shall report the indemnification or advance to the shareholders.

Section 9.10  Security for Indemnification Obligations

     The corporation may at any time and in any manner, at the discretion of
the board of directors, secure the corporation's obligations to indemnify or
advance expenses to a person pursuant to this Article.

Section 9.11  No Duplication of Payments

     The corporation shall not be liable under this Article to make any
payment to a person hereunder to the extent such person has otherwise actually
received payment (under any insurance policy, agreement or otherwise) of the
amounts otherwise payable hereunder.

Section 9.12  Subrogation

     In the event of payment under this Article, the corporation shall be
subrogated to the extent of such payment to all of the rights of recovery of the
indemnitee, who shall execute all papers required and shall do everything that
may be necessary to secure such rights, including the execution of such
documents necessary to enable the corporation effectively to bring suit to
enforce such rights.

                                      -21-

<PAGE>
 
Section 9.13  Contract Rights.

     The right to indemnification and advancement of expenses conferred
hereunder to directors and officers shall be a contract right and shall not be
affected adversely to any director or officer by any amendment of these bylaws
with respect to any action or inaction occurring prior to such amendment;
provided, however, that this provision shall not confer upon any indemnitee or
potential indemnitee (in his or her capacity as such) the right to consent or
object to any subsequent amendment of these bylaws.

Section 9.14  Specific Performance

     In any proceeding brought by or on behalf of an officer or director to
specifically enforce the provisions of this Article, the corporation hereby
waives the claim or defense therein that the plaintiff or claimant has an
adequate remedy at law, and the corporation shall not urge in any such
proceeding the claim or defense that such remedy at law exists.  The provisions
of this Section 9.15, however, shall not prevent the officer or director from
seeking a remedy at law in connection with any breach of the provisions of this
Article.

Section 9.15  Non-exclusivity, Etc.

     The rights of a director or officer hereunder shall be in addition to any
other rights with respect to indemnification, advancement of expenses or
otherwise that he or she may have under contract or the Georgia Business
Corporation Code or otherwise.

Section 9.16  Amendments

     It is the intent of the corporation to indemnify and advance expenses to
its directors and officers to the full extent permitted by the Georgia Business
Corporation Code, as amended from time to time.  To the extent that the Georgia
Business Corporation Code is hereafter amended to permit a Georgia business
corporation to provide to its directors greater rights to indemnification or
advancement of expenses than those specifically set forth hereinabove, this
Article shall be deemed amended to require such greater indemnification or more
liberal advancement of expenses to the corporation's directors and officers, in
each case consistent with the Georgia Business Corporation Code as so amended
from time to time.  No amendment, modification or rescission of this Article, or
any provision hereof, the effect of which would diminish the rights to
indemnification or advancement of expenses as set forth herein shall be
effective as to any person with respect to any action taken or omitted by such
person prior to such amendment, modification or rescission.

Section 9.17  Severability

                                      -22-

<PAGE>
 
     To the extent that the provisions of this Article are held to be
inconsistent with the provisions of Part 5 of Article 8 of the Georgia Business
Corporation Code, such provisions of such Code shall govern.  In the event that
any of the provisions of this Article (including any provision within a single
section, subsection, division or sentence) is held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, the remaining
provisions of this Article shall remain enforceable to the fullest extent
permitted by law.


                          Article X.   MISCELLANEOUS

Section 10.01  Inspection of Records

     The Board of Directors may determine what corporate records, other than
those specifically required by the Code to be made open to inspection, will be
made open to the right of inspection by the shareholders.  In addition, the
Board of Directors may fix reasonable rules not in conflict with the Code
regarding the inspection of corporate records that are required by the Code or
are permitted by determination of the Board of Directors to be made open to
inspection.  The right of inspection granted in Section 14-2-1602(c) of the Code
is not available to any shareholder owning two percent (2%) or less of the
shares outstanding, unless the Board of Directors in its discretion grants prior
approval for the inspection to the shareholder.

Section 10.02  Fiscal Year

     The Board of Directors may determine the fiscal year of the corporation and
may change the fiscal year from time to time as the Board of Directors deems
appropriate.

Section 10.03  Corporate Seal

     If the Board of Directors determines that the corporation should have a
corporate seal for the corporation, the corporate seal will be in the form the
Board of Directors from time to time determines.

Section 10.04  Financial Statements

     In accordance with the Code, the corporation shall prepare and provide to
the shareholders such financial statements as may be required by the Code.

Section 10.05  Conflict with Articles of Incorporation

     In the event that any provision of these bylaws conflicts with any
provision of the Articles of Incorporation, the provision in the Articles of
Incorporation will govern.


                           Article XI.   AMENDMENTS

                                      -23-

<PAGE>
 
Section 11.01  Power to Amend Bylaws.

     The Bylaws may be altered, amended or repealed, and new Bylaws may be
adopted, by (a) the affirmative vote of the holders of two-thirds (2/3) of the
shares of capital stock then outstanding and entitled to vote in the election of
directors, or (b) the Board of Directors of the Corporation, but any Bylaw
adopted by the Board of Directors may be altered, amended, or replaced, or new
Bylaws may be adopted, by the affirmative vote of the holders of two-thirds
(2/3) of the shares of capital stock entitled to vote in the election of
directors.  The shareholders may prescribe, by so expressing in the action they
take in amending or adopting any Bylaw or Bylaws, that the Bylaw or Bylaws so
amended or adopted by them shall not be altered, amended or repealed by the
Board of Directors.

          Article XII.   CERTAIN PROVISIONS OF GEORGIA LAW


Section 12.01  Business Combinations.

     All of the requirements of Article 11, Part 3, of the Code, included in
Sections 14-2-1131 through 1133 (and any successor provisions thereto), shall be
applicable to the corporation in connection with any business combination, as
defined therein, with any interested shareholder, as defined therein.

                                      -24-



<PAGE>
 
                                                                     EXHIBIT 4.3


                                    FORM OF

                    SHAREHOLDER PROTECTION RIGHTS AGREEMENT

                                    BETWEEN

                             GLOBAL PAYMENTS INC.



                                      AND

                    SUNTRUST BANK, ATLANTA, AS RIGHTS AGENT


                             ___________ ___, 2000


<PAGE>
 

<TABLE> 
<CAPTION> 
                               TABLE OF CONTENTS

<S>                                                                                                              <C> 
ARTICLE I - CERTAIN DEFINITIONS...................................................................................1


ARTICLE II - THE RIGHTS...........................................................................................4

   2.1    Summary of Rights.......................................................................................4
   2.2    Issuance of Rights Certificates; Legend.................................................................4
   2.3    Exercise of Rights; Separation of Rights................................................................5
   2.4    Adjustments to Exercise Price; Number of Rights.........................................................6
   2.5    Date on Which Exercise is Effective.....................................................................7
   2.6    Execution, Authentication, Delivery and Dating of Rights Certificates...................................7
   2.7    Registration, Registration of Transfer and Exchange.....................................................7
   2.8    Mutilated, Destroyed, Lost and Stolen Rights Certificates...............................................8
   2.9    Persons Deemed Owners...................................................................................8
   2.10   Delivery and Cancellation of Certificates...............................................................9
   2.11   Agreement of Rights Holders.............................................................................9

ARTICLE III - ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS......................................9

   3.1    Flip-In.................................................................................................9
   3.2    Flip-Over..............................................................................................11

ARTICLE IV - THE RIGHTS AGENT....................................................................................11

   4.1    General................................................................................................11
   4.2    Merger or Consolidation or Change of Name of Rights Agent..............................................12
   4.3    Duties of Rights Agent.................................................................................12
   4.4    Change of Rights Agent.................................................................................14

ARTICLE V - MISCELLANEOUS........................................................................................14

   5.1    Redemption.............................................................................................14
   5.2    Expiration.............................................................................................14
   5.3    Issuance of New Rights Certificates....................................................................15
   5.4    Supplements and Amendments.............................................................................15
   5.5    Fractional Shares......................................................................................15
   5.6    Rights of Action.......................................................................................15
   5.7    Holder of
 Rights Not Deemed a Shareholder..............................................................15
   5.8    Notice of Proposed Actions.............................................................................16
   5.9    Notices................................................................................................16
   5.10   Suspension of Exercisability...........................................................................16
   5.11   Costs of Enforcement...................................................................................16
   5.12   Successors.............................................................................................17
   5.13   Benefits of this Agreement.............................................................................17
   5.14   Determination and Actions by the Board of Directors, etc...............................................17
   5.15   Descriptive Headings...................................................................................17
   5.16   Governing Law..........................................................................................17
   5.17   Counterparts...........................................................................................17
   5.18   Severability...........................................................................................17
</TABLE>
 

<PAGE>
 
                                    FORM OF

                    SHAREHOLDER PROTECTION RIGHTS AGREEMENT

     THIS SHAREHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time,
this "Agreement") is made and entered into as of ________, 2000, between Global
Payments Inc., a Georgia corporation (the "Company"), and SunTrust Bank,
Atlanta, as rights agent (the "Rights Agent," which term shall include any
successor rights agent hereunder).

                             W I T N E S S E T H:
                             -------------------

     WHEREAS, on_______________, 2000, the Board of Directors of the Company has
(a) authorized and declared a dividend of one right ("Right") in respect of each
share of Common Stock (as hereinafter defined) held of record as of the Close of
Business (as hereinafter defined) on,_____________ 2000 (the "Record Time") and
(b) as provided in Section 2.4, authorized the issuance of one Right in respect
of each share of Common Stock issued after the Record Time and prior to the
Separation Time (as hereinafter defined);

     WHEREAS, subject to Sections 3.1, 5.1 and 5.10, each Right entitles the
holder thereof, after the Separation Time, to purchase securities of the Company
(or, in certain cases, of certain other entities) pursuant to the terms and
subject to the conditions set forth herein; and

     WHEREAS, the Company desires to appoint the Rights Agent to act on behalf
of the Company, and the Rights Agent is willing so to act, in connection with
the issuance, transfer, exchange and replacement of Rights Certificates (as
hereinafter defined), the exercise of Rights and other matters referred to
herein;

     NOW THEREFORE, in consideration of the premises and the respective
agreements set forth herein, the parties hereby agree as follows:

                                   ARTICLE I

                              CERTAIN DEFINITIONS
                              -------------------

     1.1  Certain Definitions. For purposes of this Agreement, the following
          -------------------
terms have the meanings indicated:

     "Acquiring Person" shall mean any Person who is a Beneficial Owner of 20%
or more of the outstanding shares of Common Stock; provided, however, that the
term "Acquiring Person" shall not include any Person (i) who is the Beneficial
Owner of 20% or more of the outstanding shares of Common Stock on the date of
this Agreement or who shall become the Beneficial Owner of 20% or more of the
outstanding shares of Common Stock solely as a result of an acquisition by the
Company of shares of Common Stock, until such time hereafter or thereafter as
any such Person shall become the Beneficial Owner (other than by means of a
stock dividend or stock split) of any additional shares of Common Stock, (ii)
who is the Beneficial Owner of 20%, or more of the outstanding shares of Common
Stock but who acquired Beneficial Ownership of shares of Common Stock without
any plan or intention to seek or affect control of the Company, if such Person
promptly enters into an irrevocable commitment promptly to divest, and
thereafter promptly divests (without exercising or retaining any power,
including voting power, with respect to such shares), sufficient shares of
Common Stock (or securities convertible into, exchangeable into or exercisable
for Common Stock) so that such Person ceases to be the Beneficial Owner of 20%
or more of the outstanding shares of Common Stock or (iii) who Beneficially Owns
shares of Common Stock consisting solely of one or more of (A) shares of Common
Stock Beneficially Owned pursuant to the grant or exercise of an option granted
to such Person by the Company in connection with an agreement to merge with, or
acquire, the Company entered into prior to a Flip-In Date, (B) shares of Common
Stock (or securities convertible into, exchangeable into or exercisable

<PAGE>
 
for Common Stock) Beneficially Owned by such Person or its Affiliates or
Associates at the time of grant of such option or (C) shares of Common Stock (or
securities convertible into, exchangeable into or exercisable for Common Stock)
acquired by Affiliates or Associates of such Person after the time of such grant
which, in the aggregate, amount to less than 1% of the outstanding shares of
Common Stock. In addition, the Company, any wholly owned Subsidiary of the
Company and any employee stock ownership or other employee benefit plan of the
Company or a wholly owned Subsidiary of the Company shall not be an Acquiring
Person.

     "Affiliate" and "Associate" shall have the respective meanings ascribed to
such terms in Rule 12b-2 under the Securities Exchange Act of 1934, as amended
(the "Securities Exchange Act"), as such Rule is in effect on the date of this
Agreement.

     A Person shall be deemed the "Beneficial Owner" of, and to have "Beneficial
Ownership" of, and to "Beneficially Own," any securities of which such Person or
any of such Person's Affiliates or Associates is or may be deemed to be the
beneficial owner pursuant to Rule 13d-3 and 13d-5 under the Securities Exchange
Act, as such Rules are in effect on the date of this Agreement as well as any
securities as to which such Person or any of such Person's Affiliates or
Associates has the right to become Beneficial Owner (whether such right is
exercisable immediately or only after the passage of time or the occurrence of
conditions) pursuant to any agreement, arrangement or understanding, or upon the
exercise of conversion rights, exchange rights, other rights (other than the
Rights), warrants or options, or otherwise; provided, however, that a Person
shall not be deemed the "Beneficial Owner" of, or to have "Beneficial Ownership"
of, or to "Beneficially Own," any security (i) solely because such security has
been tendered pursuant to a tender or exchange offer made by such Person or any
of such Person's Affiliates or Associates until such tendered security is
accepted for payment or exchange or (ii) solely because such Person or any of
such Person's Affiliates or Associates has or shares the power to vote or direct
the voting of such security pursuant to a revocable proxy given in response to a
public proxy or consent solicitation made to more than ten holders of shares of
a class of stock of the Company registered under Section 12 of the Securities
Exchange Act and pursuant to, and in accordance with, the applicable rules and
regulations under the Securities Exchange Act, except if such power (or the
arrangements relating thereto) is then reportable under Item 6 of Schedule 13D
under the Securities Exchange Act (or any similar provision of a comparable or
successor report). Notwithstanding the foregoing, no officer or director of the
Company shall be deemed to Beneficially Own any securities of any other Person
by virtue of any actions such officer or director takes in such capacity. For
purposes of this Agreement, any calculation of the number of shares of Common
Stock outstanding at any time, including for purposes of determining the
percentage of the outstanding shares of Common Stock with respect to which a
Person is the Beneficial Owner, shall be made in accordance with the provisions
of Rule 13d-3(d)(1) under the Securities Exchange Act.

     "Business Day" shall mean any day other than a Saturday, Sunday or a day on
which banking institutions in Atlanta, Georgia are generally authorized or
obligated by law or executive order to close.

     "Close of Business" on any given date shall mean 5:00 p.m. Atlanta, Georgia
time on such date (or, if such date is not a Business Day, 5:00 p.m. Atlanta,
Georgia time on the next succeeding Business Day).

     "Common Stock" shall mean the shares of Common Stock, no par value, of the
Company.

     "Exchange Time" shall mean the time at which the right to exercise the
Rights shall terminate pursuant to Section 3.1(c).

     "Exercise Price" shall mean, as of any date, the price at which a holder
may purchase the securities issuable upon exercise of one whole Right. Until
adjustment thereof in accordance with the terms hereof, the Exercise Price shall
equal $____.

     "Expiration Time" shall mean the earliest of (i) the Exchange Time, (ii)
the Redemption Time, (iii)____________, 2010 and (iv) the time of a merger of
the Company into another corporation pursuant to an agreement entered into prior
to a Flip-In Date.

     "Flip-In Date" shall mean the tenth Business Day after any Stock
Acquisition Date or such earlier or later date as the Board of Directors of the
Company may from time to time fix by resolution adopted prior to the Flip-In
Date that would otherwise have occurred.

                                      -2-

<PAGE>
 
     "Flip-Over Entity" for purposes of Section 3.2, shall mean (i) in the case
of a Flip-Over Transaction or Event described in clause (i) of the definition
thereof, the Person issuing any securities into which shares of Common Stock are
being converted or exchanged and, if no such securities are being issued, any
other party to such Flip-Over Transaction or Event and (ii) in the case of a
Flip-Over Transaction or Event referred to in clause (ii) of the definition
thereof, the Person receiving the greatest portion of the assets or earning
power being transferred in such Flip-Over Transaction or Event; provided in all
cases if such Person is a Subsidiary of another Person, the ultimate controlling
Person that is not an individual shall be the Flip-Over Entity.

     "Flip-Over Stock" shall mean the capital stock (or similar equity interest)
with the greatest voting power in respect of the election of directors (or other
Persons similarly responsible for direction of the business and affairs) of the
Flip-Over Entity.

     "Flip-Over Transaction or Event" shall mean a transaction or series of
transactions after a Flip-In Date in which, directly or indirectly, (i) the
Company shall consolidate or merge or participate in a share exchange with any
other Person if, at the time of the consolidation, merger or share exchange or
at the time the Company enters into any agreement with respect to any such
consolidation, merger or share exchange, the Acquiring Person Controls the Board
of Directors of the Company and either (A) any term of or arrangement concerning
the treatment of shares of capital stock in such consolidation, merger or share
exchange relating to the Acquiring Person is not identical to the terms and
arrangements relating to other holders of the Common Stock or (B) the Person
with whom the transaction or series of transactions occurs is the Acquiring
Person or an Affiliate or Associate of the Acquiring Person or (ii) the Company
shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell
or otherwise transfer) assets (A) aggregating more than 50% of the assets
(measured by either book value or fair market value) or (B) generating more than
50% of the operating income or cash flow, of the Company and its Subsidiaries
(taken as a whole) to any Person (other than the Company or one or more of its
wholly owned Subsidiaries) or to two or more such Persons which are Affiliates
or Associates or otherwise acting in concert, if, at the time of the entry by
the Company (or any such Subsidiary) into an agreement with respect to such sale
or transfer of assets, the Acquiring Person Controls the Board of Directors of
the Company. An Acquiring Person shall be deemed to "Control" the Company's
Board of Directors when, following a Flip-In Date, the Persons who were
directors of the Company before the Flip-In Date shall cease to constitute a
majority of the Company's Board of Directors.

     "Market Price" per share of any securities on any date shall mean the
average of the daily closing prices per share of such securities (determined as
described below) on each of the 20 consecutive Trading Days through and
including the Trading Day immediately preceding such date; provided, however,
that if an event of a type analogous to any of the events described in Section
2.4 shall have caused the closing prices used to determine the Market Price on
any Trading Days during such period of 20 Trading Days not to be fully
comparable with the closing price on such date, each such closing price so used
shall be appropriately adjusted in order to make it fully comparable with the
closing price on such date. The closing price per share of any securities on any
date shall be the last reported sale price, regular way, or, in case no such
sale takes place or is quoted on such date, the average of the closing bid and
asked prices, regular way, for each share of such securities, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange, Inc.
or, if the securities are not listed or admitted to trading on the New York
Stock Exchange, Inc., as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the securities are listed or admitted to trading
or, if the securities are not listed or admitted to trading on any national
securities exchange, as reported by The Nasdaq Stock Market, Inc.'s Nasdaq
National Market or such other system then in use, or, if on any such date the
securities are not listed or admitted to trading on any national securities
exchange or quoted by any such organization, the average of the closing bid and
asked prices as furnished by a professional market maker making a market in the
securities selected by the Board of Directors of the Company; provided, however,
that if on any such date the securities are not listed or admitted to trading on
a national securities exchange or traded in the over-the-counter market, the
closing price per share of such securities on such date shall mean the fair
value per share of securities on such date as determined in good faith by the
Board of Directors of the Company, after consultation with a nationally
recognized investment banking firm, and set forth in a certificate delivered to
the Rights Agent.

                                      -3-

<PAGE>
 
     "Person" shall mean any individual, firm, partnership, association, group
(as such term is used in Rule 13d-5 under the Securities Exchange Act, as such
Rule is in effect on the date of this Agreement), corporation or other entity.

     "Preferred Stock" shall mean the Series A Junior Participating Preferred
Stock, no par value, of the Company created by the Articles of Amendment in
substantially the form set forth in Exhibit B hereto, appropriately completed.
                                    ---------

     "Redemption Price" shall be an amount equal to one cent ($0.01)

     "Redemption Time" shall mean the time at which the right to exercise the
Rights shall terminate pursuant to Section 5.1 hereof.

     "Separation Time" shall mean the Close of Business on the earlier of (i)
the tenth Business Day (or such later date as the Board of Directors of the
Company may from time to time fix by resolution adopted prior to the Separation
Time that would otherwise have occurred) after the date on which any Person
commences a tender or exchange offer which, if consummated, would result in such
Person's becoming an Acquiring Person and (ii) the Flip-In Date; provided, that
if the foregoing results in the Separation Time being prior to the Record Time,
the Separation Time shall be the Record Time and provided further, that if any
tender or exchange offer referred to in clause (i) of this paragraph is
canceled, terminated or otherwise withdrawn prior to the Separation Time without
the purchase of any shares of Common Stock pursuant thereto, such offer shall be
deemed, for purposes of this paragraph, never to have been made.

     "Stock Acquisition Date" shall mean the first date of public announcement
by the Company (by any means) that an Acquiring Person has become such.

     "Subsidiary" of any specified Person shall mean any corporation or other
entity of which a majority of the voting power of the equity securities or a
majority of the equity interests is Beneficially Owned, directly or indirectly,
by such Person.

     "Trading Day," when used with respect to any securities, shall mean a day
on which the New York Stock Exchange, Inc. is open for the transaction of
business or, if such securities are not listed or admitted to trading on the New
York Stock Exchange, Inc., a day on which the principal national securities
exchange on which such securities are listed or admitted to trading is open for
the transaction of business or, if such securities are not listed or admitted to
trading on any national securities exchange, a day on which The Nasdaq Stock
Market, Inc.'s Nasdaq National Market or such other system then in use is open
for the transaction of business or, if such securities are not listed or
admitted to trading on any national securities exchange or quoted on any such
system, a Business Day.

                                  ARTICLE II

                                  THE RIGHTS
                                  ---------- 

     2.1  Summary of Rights. As soon as practicable after the Record Time, the
          -----------------
Company will mail a letter summarizing the terms of the Rights to each holder of
record of Common Stock as of the Record Time, at such holder's address as shown
by the records of the Company.

     2.2  Issuance of Rights Certificates; Legend. (a) Certificates for the
          ---------------------------------------
Common Stock issued after the Record Time but prior to the Separation Time shall
evidence, in addition to the Common Stock represented by such certificate, one
Right for each share of Common Stock represented thereby and shall have
impressed on, printed on, written on or otherwise affixed to them the following
legend:

     "Until the Separation Time (as defined in the Rights Agreement referred to
     below), this certificate also evidences and entitles the holder hereof to
     certain Rights as set forth in a Shareholder Protection Rights Agreement
     (as such may be amended from time to time, the "Rights Agreement"), between
     Global Payments Inc. (the "Company") and SunTrust Bank, Atlanta, as

                                      -4-

<PAGE>
 
     Rights Agent, the terms of which are hereby incorporated herein by
     reference and a copy of which is on file at the principal executive offices
     of the Company. Under certain circumstances, as set forth in the Rights
     Agreement, such Rights may be redeemed, may become exercisable for
     securities or assets of the Company or of another entity, may be exchanged
     for shares of Common Stock or other securities or assets of the Company,
     may expire, may become void (if they are "Beneficially Owned" by an
     "Acquiring Person" or an Affiliate or Associate thereof, as such terms are
     defined in the Rights Agreement, or by any transferee of any of the
     foregoing) or may be evidenced by separate certificates and may no longer
     be evidenced by this certificate. The Company will mail or arrange for the
     mailing of a copy of the Rights Agreement to the holder of this certificate
     without charge promptly after the receipt of a written request therefor."

Certificates representing shares of Common Stock that are issued and outstanding
at the Record Time shall evidence, in addition to the Common Stock represented
by such certificate, one Right for each share of Common Stock evidenced thereby
notwithstanding the absence of the foregoing legend.

     (b)  Subject to Sections 2.4 and 5.3, one Right shall be issued in respect
of (i) each share of Common Stock outstanding as of the Record Time and (ii)
each additional share of Common Stock that becomes outstanding (whether by
original issuance or out of treasury, but other than in a transaction
contemplated by Section 2.4) after the Record Time but prior to the Separation
Time. To the extent provided in Section 5.3, Rights shall be issued by the
Company in respect of shares of Common Stock that are issued or sold by the
Company after the Separation Time.

     2.3  Exercise of Rights; Separation of Rights. (a) Subject to Sections 3.1,
          ----------------------------------------
5.1 and 5.10 and subject to adjustment as herein set forth, each Right will
entitle the holder thereof, after the Separation Time and prior to the
Expiration Time, to purchase, for the Exercise Price, one thousandth (1/1000th)
of a share of Preferred Stock.

     (b)  Until the Separation Time, (i) no Right may be exercised and (ii) each
Right will be evidenced by the certificate that evidences the share of Common
Stock with which it is associated (together, in the case of certificates issued
prior to the Record Time, with the letter or notice mailed to the record holder
thereof pursuant to Section 2.1) and will be transferable only together with,
and will be transferred by a transfer (whether with or without such letter or
notice) of, such associated share of Common Stock, and the surrender for
transfer of any certificates representing outstanding Common Stock will also
constitute the surrender for transfer of the Rights associated with the Common
Stock represented by such certificate.

     (c)  Subject to this Section 2.3 and to Sections 3.1, 5.1 and 5.10, after
the Separation Time and prior to the Expiration Time, the Rights (i) may be
exercised and (ii) may be transferred independently of shares of Common Stock.
Promptly following the Separation Time, the Rights Agent will mail to each
holder of record of Common Stock as of the Separation Time (other than any
Person whose Rights have become void pursuant to Section 3.1(b)), at such
holder's address as shown by the records of the Company (the Company hereby
agreeing to furnish copies of such records to the Rights Agent for this
purpose), (x) a certificate (a "Rights Certificate") in substantially the form
of Exhibit A hereto appropriately completed, representing the number of Rights
   ---------
held by such holder at the Separation Time and having such marks of
identification or designation and such legends, summaries or endorsements
printed thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any national securities exchange or quotation system on which the
Rights may from time to time be listed or traded, or to conform to usage, and
(y) a disclosure statement describing the Rights.

     (d)  Subject to Sections 3.1, 5.1 and 5.10, Rights may be exercised on any
Business Day after the Separation Time and prior to the Expiration Time by
submitting to the Rights Agent the Rights Certificate evidencing such Rights
with an Election to Exercise (an "Election to Exercise") substantially in the
form attached to the Rights Certificate, duly completed, accompanied by payment
by certified or official bank check or money order payable to the order of the
Company, of a sum equal to the Exercise Price multiplied by the number of Rights
being exercised and a sum sufficient to cover any transfer tax or charge that
may be payable in respect of any transfer involved in the transfer or delivery
of Rights Certificates or the issuance or delivery of certificates for shares or
depositary receipts (or both) in a name other than that of the holder of the
Rights being exercised.

                                      -5-

<PAGE>
 
     (e)  Upon receipt of a Rights Certificate, with an Election to Exercise
accompanied by payment as set forth in Section 2.3(d), and subject to Sections
3.1, 5.1 and 5.10, the Rights Agent promptly will (i)(A) requisition from the
Company's transfer agent(s) stock certificates evidencing such number of shares
or other securities to be purchased (the Company hereby irrevocably authorizing
its transfer agents to comply with all such requisitions) and (B) if the Company
elects pursuant to Section 5.5 not to issue certificates representing fractional
shares, requisition from the depositary selected by the Company depositary
receipts representing the fractional shares to be purchased or requisition from
the Company the amount of cash to be paid in lieu of fractional shares in
accordance with Section 5.5 and (ii) after receipt of such certificates,
depositary receipts and/or cash, deliver the same to or upon the order of the
registered holder of such Rights Certificate, registered (in the case of
certificates or depositary receipts) in such name or names as may be designated
by such holder. In the event that the Company elects pursuant to Section 3.1(e)
to issue other securities and/or assets of the Company upon exercise of the
Rights, the Company will make all arrangements necessary so that such other
securities and/or assets of the Company are available for distribution by the
Rights Agent, if and when appropriate.

     (f)  In case the holder of any Rights shall exercise less than all the
Rights evidenced by such holder's Rights Certificate, a new Rights Certificate
evidencing the Rights remaining unexercised will be issued by the Rights Agent
to such holder or to such holder's duly authorized assigns.

     (g)  The Company covenants and agrees that it will (i) take all such action
as may be necessary to ensure that all shares delivered upon exercise of Rights
shall, at the time of delivery of the certificates for such shares (subject to
payment of the Exercise Price), be duly and validly authorized, executed, issued
and delivered and fully paid and nonassessable; (ii) take all such action as may
be necessary to comply with any applicable requirements of the Securities Act of
1933, as amended, or the Securities Exchange Act, and the rules and regulations
thereunder, and any other applicable law, rule or regulation, in connection with
the issuance of any shares upon exercise of Rights; and (iii) pay when due and
payable any and all federal and state transfer taxes and charges that may be
payable in respect of the original issuance or delivery of the Rights
Certificates or of any shares issued upon the exercise of Rights, provided that
the Company shall not be required to pay any transfer tax or charge that may be
payable in respect of any transfer involved in the transfer or delivery of
Rights Certificates or the issuance or delivery of certificates for shares in a
name other than that of the holder of the Rights being transferred or exercised.

     2.4  Adjustments to Exercise Price; Number of Rights. (a) In the event the
          -----------------------------------------------
Company shall at any time after the Record Time and prior to the Separation Time
(i) declare or pay a dividend on Common Stock payable in Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares of Common Stock, (x) the Exercise Price in
effect after such adjustment will be equal to the Exercise Price in effect
immediately prior to such adjustment divided by the number of shares of Common
Stock (the "Expansion Factor") that a holder of one share of Common Stock
immediately prior to such dividend, subdivision or combination would hold
thereafter as a result thereof (assuming for such purpose that the Company would
issue a fraction of a share of Common Stock, as applicable, and without giving
effect to any requirement that cash be paid in lieu of the issuance of any
fractional share interest) and (y) each Right held prior to such adjustment will
become that number of Rights equal to the Expansion Factor, and the adjusted
number of Rights will be deemed to be distributed among the shares of Common
Stock with respect to which the original Rights were associated (if they remain
outstanding) and the shares issued in respect of such dividend, subdivision or
combination, so that each such share of Common Stock will have exactly one Right
associated with it. Each adjustment made pursuant to this paragraph shall be
made as of the payment or effective date for the applicable dividend,
subdivision or combination.

     (b)  In the event the Company shall at any time after the Record Time and
prior to the Separation Time issue or distribute any securities or assets in
respect of, in lieu of or in exchange for Common Stock (other than pursuant to a
regular periodic cash dividend or a dividend paid solely in Common Stock)
whether by dividend, in a reclassification or recapitalization (including any
such transaction involving a merger, consolidation or share exchange), or
otherwise, the Company shall make such adjustments, if any, in the Exercise
Price, number of Rights and/or securities or other property purchasable upon
exercise of Rights as the Board of Directors of the Company, in its sole
discretion, may deem to be appropriate under the circumstances in order to
adequately protect the interests of the holders of Rights generally, and the
Company and the Rights Agent shall amend this Agreement as necessary to provide
for such adjustments.

                                      -6-

<PAGE>
 
     (c)  Each adjustment to the Exercise Price made pursuant to this Section
2.4 shall be calculated to the nearest cent. Whenever an adjustment to the
Exercise Price is made pursuant to this Section 2.4, the Company shall (i)
promptly prepare a certificate setting forth such adjustment and a brief
statement of the facts accounting for such adjustment and (ii) promptly file
with the Rights Agent and with each transfer agent for the Common Stock a copy
of such certificate. The Rights Agent shall be fully protected in relying on any
such certificate and on any adjustment therein and shall not be deemed to have
knowledge of any such adjustment unless and until it shall have received such a
certificate.

     Rights Certificates shall represent the right to purchase the
securities purchasable under the terms of this Agreement, including any
adjustment or change in the securities purchasable upon exercise of the Rights,
even though such certificates may continue to express the right to purchase the
securities purchasable at the time of issuance of the initial Rights
Certificates.

     2.5  Date on Which Exercise is Effective. Each person in whose name any
          -----------------------------------
certificate for shares is issued upon the exercise of Rights shall for all
purposes be deemed to have become the holder of record of the shares represented
thereby on the date upon which the Rights Certificate evidencing such Rights was
duly surrendered and payment of the Exercise Price for such Rights (and any
applicable taxes and other governmental charges payable by the exercising holder
hereunder) was made; provided, however, that if the date of such surrender and
payment is a date upon which the stock transfer books of the Company are closed,
such person shall be deemed to have become the record holder of such shares on,
and such certificate shall be dated, the next succeeding Business Day on which
the stock transfer books of the Company are open.

     2.6  Execution, Authentication, Delivery and Dating of Rights Certificates.
          ---------------------------------------------------------------------
(a) The Rights Certificates shall be executed on behalf of the Company by its
Chairman of the Board, Chief Executive Officer, President or one of its Vice
Presidents, under its corporate seal reproduced thereon and attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Rights Certificates may be manual or facsimile.

     Rights Certificates bearing the manual or facsimile signatures of
individuals who were at the time of such signature the proper officers of the
Company shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the countersignature and delivery
of such Rights Certificates.

     Promptly after the Separation Time, the Company will notify the Rights
Agent of such Separation Time and will deliver Rights Certificates executed by
the Company to the Rights Agent for countersignature, and, subject to Section
3.1(b), an authorized signatory of the Rights Agent shall manually countersign
and deliver such Rights Certificates to the holders of the Rights pursuant to
Section 2.3(c). No Rights Certificate shall be valid for any purpose unless
manually countersigned by an authorized signatory of the Rights Agent.

     (b)  Each Rights Certificate shall be dated the date of countersignature
thereof.

     2.7  Registration, Registration of Transfer and Exchange. (a) After the
          ---------------------------------------------------
Separation Time, the Company will cause to be kept a register (the "Rights
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company will provide for the registration and transfer of Rights. The Rights
Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the
Rights Register for the Company and registering Rights and transfers of Rights
after the Separation Time as herein provided. In the event that the Rights Agent
shall cease to be the Rights Registrar, the Rights Agent will have the right to
examine the Rights Register at all reasonable times after the Separation Time.

     After the Separation Time and prior to the Expiration Time, upon surrender
for registration of transfer or exchange of any Rights Certificate, and subject
to the provisions of this Section 2.7(a) and Sections 2.7(c) and 2.7(d), the
Company will execute and the Rights Agent will countersign and deliver, in the
name of the holder or the designated transferee or transferees, as required
pursuant to the holder's instructions, one or more new Rights Certificates
evidencing the same aggregate number of Rights as did the Rights Certificate so
surrendered.

                                      -7-

<PAGE>
 
     (b)  Except as otherwise provided in Section 3.1(b), all Rights issued
upon any registration of transfer or exchange of Rights Certificates shall be
the valid obligations of the Company, and such Rights shall be entitled to the
same benefits under this Agreement as the Rights surrendered upon such
registration of transfer or exchange.

     (c)  Every Rights Certificate surrendered for registration of transfer or
exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company or the Rights Agent, as the case
may be, duly executed by the holder thereof or such holder's attorney duly
authorized in writing. Neither the Rights Agent nor the Company shall be
obligated to take any action whatsoever with respect to the transfer of any such
surrendered Rights Certificates until the registered holder shall have completed
and signed the certificate contained in the form of assignment on the reverse
side of such Rights Certificate and shall have provided such additional evidence
of the identity of the Beneficial Owner (or former Beneficial Owner) thereof, or
the Affiliates or Associates of such Beneficial Owner (or former Beneficial
Owner), as the Company shall reasonably request. As a condition to the issuance
of any new Rights Certificate under this Section 2.7, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto.

     (d)  The Company shall not be required to register the transfer or exchange
of any Rights after such Rights have become void under Section 3.1(b), been
exchanged under Section 3.1(c) or been redeemed under Section 5.1.

     2.8  Mutilated, Destroyed, Lost and Stolen Rights Certificates. (a) If any
          ---------------------------------------------------------
mutilated Rights Certificate is surrendered to the Rights Agent prior to the
Expiration Time, then, subject to Sections 3.1(b), 3.1(c) and 5.1, the Company
shall execute and the Rights Agent shall countersign and deliver in exchange
therefor a new Rights Certificate evidencing the same number of Rights as did
the Rights Certificate so surrendered.

     (b)  If there shall be delivered to the Company and the Rights Agent prior
to the Expiration Time (i) evidence to their satisfaction of the destruction,
loss or theft of any Rights Certificate and (ii) such security or indemnity as
may be required by them to save each of them and any of their agents harmless,
then, subject to Sections 3.1(b), 3.1(c) and 5.1 and in the absence of notice to
the Company or the Rights Agent that such Rights Certificate has been acquired
by a bona fide purchaser, the Company shall execute and upon its request the
Rights Agent shall countersign and deliver, in lieu of any such destroyed, lost
or stolen Rights Certificate, a new Rights Certificate evidencing the same
number of Rights as did the Rights Certificate so destroyed, lost or stolen.

     (c)  As a condition to the issuance of any new Rights Certificate under
this Section 2.8, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Rights
Agent) connected therewith.

     (d)  Every new Rights Certificate issued pursuant to this Section 2.8 in
lieu of any destroyed, lost or stolen Rights Certificate shall evidence an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Rights Certificate shall be at any time enforceable by
anyone, and, subject to Section 3.1(b), shall be entitled to all the benefits of
this Agreement equally and proportionately with any and all other Rights duly
issued hereunder.

     2.9  Persons Deemed Owners. Prior to due presentment of a Rights
          ---------------------
Certificate (or, prior to the Separation Time, the associated Common Stock
certificate) for registration of transfer, the Company, the Rights Agent and any
agent of the Company or the Rights Agent may deem and treat the person in whose
name such Rights Certificate (or, prior to the Separation Time, such Common
Stock certificate) is registered as the absolute owner thereof and of the Rights
evidenced thereby for all purposes whatsoever, and neither the Company nor the
Rights Agent shall be affected by any notice to the contrary. As used in this
Agreement, unless the context otherwise requires, the term "holder" of any
Rights shall mean the registered holder of such Rights (or, prior to the
Separation Time, the associated shares of Common Stock).

     2.10 Delivery and Cancellation of Certificates. All Rights Certificates
          -----------------------------------------
surrendered upon exercise or for registration of transfer or exchange shall, if
surrendered to any Person other than the Rights Agent, be delivered to the
Rights Agent and, in any case, shall be promptly canceled by the Rights Agent.

                                      -8-

<PAGE>
 
The Company may at any time deliver to the Rights Agent for cancellation any
Rights Certificates previously countersigned and delivered hereunder which the
Company may have acquired in any manner whatsoever, and all Rights Certificates
so delivered shall be promptly canceled by the Rights Agent. No Rights
Certificates shall be countersigned in lieu of or in exchange for any Rights
Certificates canceled as provided in this Section 2.10, except as expressly
permitted by this Agreement. The Rights Agent shall return all canceled Rights
Certificates to the Company.

     2.11 Agreement of Rights Holders. Every holder of a Right by accepting the
          ---------------------------
same consents and agrees with the Company and the Rights Agent and with every
other holder of a Right that:

     (a)  prior to the Separation Time, each Right will be transferable only
together with, and will be transferred by a transfer of, the associated share of
Common Stock;

     (b)  after the Separation Time, the Rights Certificates will be
transferable only on the Rights Register as provided herein;

     (c)  prior to due presentment of a Rights Certificate (or, prior to the
Separation Time, the associated Common Stock certificate) for registration of
transfer, the Company, the Rights Agent and any agent of the Company or the
Rights Agent may deem and treat the person in whose name the Rights Certificate
(or, prior to the Separation Time, the associated Common Stock certificate) is
registered as the absolute owner thereof and of the Rights evidenced thereby for
all purposes whatsoever, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary;

     (d)  Rights beneficially owned by certain Persons will, under the
circumstances set forth in Section 3.1(b), become void;

     (e)  this Agreement may be supplemented or amended from time to time
pursuant to Section 2.4(b) or 5.4; and

     (f)  notwithstanding anything in this Agreement to the contrary, neither
the Company nor the Rights Agent shall have any liability to any holder of a
Right or other Person as a result of the Rights Agent's inability to perform any
of its obligations under this Agreement by reason of any preliminary or
permanent injunction or other order, decree or ruling issued by a court of
competent jurisdiction or by a governmental, regulatory or administrative agency
or commission, or any statute, rule, regulation or executive order promulgated
or enacted by any governmental authority, prohibiting or otherwise restraining
performance of such obligation; provided, however, the Company must use its best
efforts to have any such order, decree or ruling lifted or otherwise overturned
as soon as possible.

                                  ARTICLE III

                         ADJUSTMENTS TO THE RIGHTS IN
                       THE EVENT OF CERTAIN TRANSACTIONS
                       ---------------------------------
     3.1  Flip-In. (a) In the event that prior to the Expiration Time a Flip-In
          -------
Date shall occur, except as provided in this Section 3.1, each Right shall
constitute the right to purchase from the Company, upon exercise thereof in
accordance with the terms hereof (but subject to Section 5.10), that number of
shares of Common Stock having an aggregate Market Price on the Stock Acquisition
Date equal to twice the Exercise Price for an amount in cash equal to the
Exercise Price (such right to be appropriately adjusted in order to protect the
interests of the holders of Rights generally in the event that on or after such
Stock Acquisition Date an event of a type analogous to any of the events
described in Section 2.4(a) or (b) shall have occurred with respect to the
Common Stock).

     (b)  Notwithstanding the foregoing, any Rights that are or were
Beneficially Owned on or after the Stock Acquisition Date by an Acquiring Person
or an Affiliate or Associate thereof or by any transferee, direct or indirect,
of any of the foregoing shall become void and any holder of such Rights
(including transferees) shall thereafter have no right to exercise or transfer
such Rights under any provision of this Agreement. If any Rights Certificate is
presented for assignment or exercise and the Person presenting the same will not
complete the

                                      -9-

<PAGE>
 
certification set forth at the end of the form of assignment or notice of
election to exercise and provide such additional evidence of the identity of the
Beneficial Owner and its Affiliates and Associates (or former Beneficial Owners
and their Affiliates and Associates) as the Company shall reasonably request,
then the Company shall be entitled conclusively to deem the Beneficial Owner
thereof to be an Acquiring Person or an Affiliate or Associate thereof or a
transferee of any of the foregoing and accordingly will deem the Rights
evidenced thereby to be void and not transferable or exercisable.

     (c)  The Board of Directors of the Company may, at its option, at any time
after a Flip-In Date and prior to the time that an Acquiring Person becomes the
Beneficial Owner of more than 50% of the outstanding shares of Common Stock,
elect to exchange all (but not less than all) the then-outstanding Rights (other
than Rights that have become void pursuant to the provisions of Section 3.1(b))
for shares of Common Stock at an exchange ratio of one share of Common Stock per
Right (appropriately adjusted in order to protect the interests of holders of
Rights generally in the event that after the Separation Time an event of a type
analogous to any of the events described in Section 2.4(a) or (b) shall have
occurred with respect to the Common Stock) (such exchange ratio, as adjusted
from time to time, being hereinafter referred to as the "Exchange Ratio").

     Immediately upon the action of the Board of Directors of the Company
electing to exchange the Rights, without any further action and without any
notice, the right to exercise the Rights will terminate and each Right (other
than Rights that have become void pursuant to Section 3.1(b)) will thereafter
represent only the right to receive a number of shares of Common Stock equal to
the Exchange Ratio. Promptly after the action of the Board of Directors of the
Company electing to exchange the Rights, the Company shall give notice thereof
(specifying the steps to be taken to receive shares of Common Stock in exchange
for Rights) to the Rights Agent and the holders of the Rights (other than Rights
that have become void pursuant to Section 3.1(b)) outstanding immediately prior
thereto by mailing such notice in accordance with Section 5.9.

     Each Person in whose name any certificate for shares is issued upon the
exchange of Rights pursuant to this Section 3.1(c) or Section 3.1(e) shall for
all purposes be deemed to have become the holder of record of the shares
represented thereby on, and such certificate shall be dated, the date upon which
the Rights Certificate evidencing such Rights was duly surrendered and payment
of any applicable taxes and other governmental charges payable by the holder was
made; provided, however, that if the date of such surrender and payment is a
date upon which the stock transfer books of the Company are closed, such Person
shall be deemed to have become the record holder of such shares on, and such
Certificate shall be dated, the next succeeding Business Day on which the stock
transfer books of the Company are open.

     (d)  Whenever the Company shall become obligated under Section 3.1(a) or
(c) to issue shares of Common Stock upon exercise of or in exchange for Rights,
the Company, at its option, may substitute therefor shares of Preferred Stock,
at a ratio of one thousandth (1/1000th) of a share of Preferred Stock for each
share of Common Stock so issuable.

     (e)  In the event that there shall not be sufficient treasury shares or
authorized but unissued shares of Common Stock or Preferred Stock of the Company
to permit the exercise or exchange in full of the Rights in accordance with
Section 3.1(a) or (c), the Company shall either (i) call a meeting of
shareholders seeking approval to cause sufficient additional shares to be
authorized (provided that if such approval is not obtained the Company will take
the action specified in clause (ii) of this sentence) or (ii) take such action
as shall be necessary to ensure and provide, to the extent permitted by
applicable law and any agreements or instruments in effect on the Stock
Acquisition Date to which it is a party, that each Right shall thereafter
constitute the right to receive, (x) at the Company's option, either (A) in
return for the Exercise Price, cash, debt or equity securities or other assets
(or a combination thereof) having a fair value equal to twice the Exercise
Price, or (B) without payment of consideration (except as otherwise required by
applicable law), cash, debt or equity securities or other assets (or a
combination thereof) having a fair value equal to the Exercise Price, or (y) if
the Board of Directors of the Company elects to exchange the Rights in
accordance with Section 3.1(c), debt or equity securities or other assets (or a
combination thereof) having a fair value equal to the product of the Market
Price of a share of Common Stock on the Flip-In Date times the Exchange Ratio in
effect on the Flip-In Date, where in any case set forth in (x) or (y) above the
fair value of such debt or equity securities or other assets shall be as
determined in good faith by the Board of Directors of the Company, after
consultation with a nationally recognized investment banking firm.

                                      -10-

<PAGE>
 
     3.2   Flip-Over. (a) Prior to the Expiration Time, the Company shall not
           ---------
enter into any agreement with respect to, consummate or permit to occur any
Flip-Over Transaction or Event unless and until it shall have entered into a
supplemental agreement with the Flip-Over Entity, for the benefit of the holders
of the Rights (other than holders of Rights that have become void pursuant to
Section 3.1(b)), providing that, upon consummation or occurrence of the
Flip-Over Transaction or Event (i) each Right (other than Rights that have
become void pursuant to Section 3.1(b)) shall thereafter constitute the right to
purchase from the Flip-Over Entity, upon exercise thereof in accordance with the
terms hereof, that number of shares of Flip-Over Stock of the Flip-Over Entity
having an aggregate Market Price on the date of consummation or occurrence of
such Flip-Over Transaction or Event equal to twice the Exercise Price for an
amount in cash equal to the Exercise Price (such right to be appropriately
adjusted in order to protect the interests of the holders of Rights generally
(other than holders of Rights that have become void pursuant to Section 3.1(b))
in the event that after such date of consummation or occurrence an event of a
type analogous to any of the events described in Section 2.4(a) or (b) shall
have occurred with respect to the Flip-Over Stock) and (ii) the Flip-Over Entity
shall thereafter be liable for, and shall assume, by virtue of such Flip-Over
Transaction or Event and such supplemental agreement, all the obligations and
duties of the Company pursuant to this Agreement. The provisions of this Section
3.2 shall apply to successive Flip-Over Transactions or Events.

     (b)   Prior to the Expiration Time, unless the Rights will be redeemed
pursuant to Section 5.1 in connection therewith, the Company shall not enter
into any agreement with respect to, consummate or permit to occur any Flip-Over
Transaction or Event if at the time thereof there are any rights, warrants or
securities outstanding or any other arrangements, agreements or instruments that
would eliminate or otherwise diminish in any material respect the benefits
intended to be afforded by this Rights Agreement to the holders of Rights upon
consummation of such transaction.

                                   ARTICLE IV

                                THE RIGHTS AGENT
                                ----------------

     4.1   General. (a) The Company hereby appoints the Rights Agent to act as
           -------
agent for the Company in accordance with the terms and conditions hereof, and
the Rights Agent hereby accepts such appointment. The Company agrees to pay to
the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent, its directors,
officers, employees and agents for, and to hold each of them harmless against,
any loss, liability, or expense, incurred without gross negligence, bad faith or
willful misconduct on the part of the Rights Agent or such other indemnified
party, for anything done or suffered or omitted to be done by the Rights Agent
in connection with the acceptance and administration of this Agreement or the
exercise or performance of its duties hereunder, including the costs and
expenses of defending against any claim of liability. The indemnity provided in
this Section 4.1(a) shall survive the expiration of the Rights and the
termination of this Agreement.

     (b)   The Rights Agent shall be fully protected and shall incur no
liability for or in respect of any action taken, suffered or omitted by it in
connection with its administration of this Agreement or the exercise or
performance of its duties hereunder in reliance upon any certificate for
securities purchasable upon exercise of Rights, Rights Certificate, certificate
for other securities of the Company, instrument of assignment or transfer, power
of attorney, endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by it to be genuine
and to be signed, executed and, where necessary, verified or acknowledged, by
the proper person or persons.

     4.2   Merger or Consolidation or Change of Name of Rights Agent. (a) Any
           ---------------------------------------------------------
Person into which the Rights Agent or any successor Rights Agent may be merged
or with which it may be consolidated, or any corporation resulting from any
merger or consolidation to which the Rights Agent or any successor Rights Agent
is a party, or any corporation succeeding to the shareholder services business
of the Rights Agent or any successor Rights Agent, will be the successor to the
Rights Agent under this Agreement without the execution or filing of any paper
or any further act on the part of any of the parties hereto, provided that such
Person would be eligible for appointment as a successor Rights Agent under the
provisions of Section 4.4. In case at the time such successor Rights Agent

                                      -11-

<PAGE>
 
succeeds to the agency created by this Agreement any of the Rights Certificates
have been countersigned but not delivered, any such successor Rights Agent may
adopt the countersignature of the predecessor Rights Agent and deliver such
Rights Certificates so countersigned; and in case at that time any of the Rights
Certificates have not been countersigned, any successor Rights Agent may
countersign such Rights Certificates either in the name of the predecessor
Rights Agent or in the name of the successor Rights Agent; and in all such cases
such Rights Certificates will have the full force provided in the Rights
Certificates and in this Agreement.

     (b)   In case at any time the name of the Rights Agent is changed and at
such time any of the Rights Certificates shall have been countersigned but not
delivered, the Rights Agent may adopt the countersignature under its prior name
and deliver Rights Certificates so countersigned; and in case at that time any
of the Rights Certificates shall not have been countersigned, the Rights Agent
may countersign such Rights Certificates either in its prior name or in its
changed name; and in all such cases such Rights Certificates shall have the full
force provided in the Rights Certificates and in this Agreement.

     4.3   Duties of Rights Agent. The Rights Agent undertakes the duties and
           ----------------------
obligations imposed by this Agreement upon the following terms and conditions,
by all of which the Company and the holders of Rights Certificates, by their
acceptance thereof, shall be bound:

     (a)   The Rights Agent may consult with legal counsel (who may be legal
counsel for the Company), and the advice or opinion of such counsel will be full
and complete authorization and protection to the Rights Agent as to any action
taken, suffered or omitted by it in good faith and in accordance with such
advice or opinion.

     (b)   Whenever in the performance of its duties under this Agreement the
Rights Agent deems it necessary or desirable that any fact or matter be proved
or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established
by a certificate signed by a person believed by the Rights Agent to be the
Chairman of the Board, the Chief Executive Officer, the President or any Vice
President, the Chief Financial Officer, the Treasurer or any Assistant Treasurer
or the Secretary or any Assistant Secretary of the Company and delivered to the
Rights Agent; and such certificate will be full authorization to the Rights
Agent for any action taken, suffered or omitted in good faith by it under the
provisions of this Agreement in reliance upon such certificate.

     (c)   The Rights Agent will be liable hereunder only for its own gross
negligence, bad faith or willful misconduct.

     (d)   The Rights Agent will not be liable for or by reason of any of the
statements of fact or recitals contained in this Agreement or in the
certificates for securities purchasable upon exercise of Rights or the Rights
Certificates (except its countersignature thereof) or be required to verify the
same, but all such statements and recitals are and will be deemed to have been
made by the Company only.

     (e)   The Rights Agent will not be under any responsibility in respect of
the validity of any provision of this Agreement or the execution and delivery
hereof (except the due authorization, execution and delivery hereof by the
Rights Agent) or in respect of the validity or execution of any certificate for
securities purchasable upon exercise of Rights or Rights Certificate (except its
countersignature thereof); nor will it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement or in any
Rights Certificate; nor will it be responsible for any change in the
exercisability of the Rights (including the Rights becoming void pursuant to
Section 3.1(b)) or any adjustment required under any provision of this Agreement
or responsible for the manner, method or amount of any such adjustment or the
ascertaining of the existence of facts that would require any such adjustment
(except with respect to the exercise of Rights after receipt of the certificate
contemplated by Section 2.4 describing any such adjustment); nor will it by any
act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any securities purchasable upon exercise of
Rights or any Rights or as to whether any securities purchasable upon exercise
of Rights will, when issued, be duly and validly authorized, executed, issued
and delivered and fully paid and nonassessable.

                                      -12-

<PAGE>
 
     (f)   The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performing by the Rights Agent of
the provisions of this Agreement.

     (g)   The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
person believed by the Rights Agent to be the Chairman of the Board, the Chief
Executive Officer, the President, the Chief Financial Officer, or any Vice
President or the Secretary or any Assistant Secretary or the Treasurer or any
Assistant Treasurer of the Company, and to apply to such persons for advice or
instructions in connection with its duties, and it shall not be liable for any
action taken, suffered or omitted by it in good faith in accordance with
instructions of any such person, or for any delay in acting while awaiting
instructions. Any application by the Rights Agent for written instructions from
the Company may, at the option of the Rights Agent, set forth in writing any
action proposed to be taken, suffered or omitted by the Rights Agent under this
Agreement and the date on or after which such action shall be taken or such
omission shall be effective. The Rights Agent shall not be liable for any action
taken by, or omission of, the Rights Agent in accordance with a proposal
included in any such application on or after the date specified in such
application (which date shall not be less than five Business Days after the date
any officer of the Company actually receives such application, unless any such
officer shall have consented in writing to an earlier date) unless, prior to
taking any such action (or the effective date in the case of an omission), the
Rights Agent shall have received written instructions in response to such
application specifying the action to be taken, suffered or omitted.

     (h)   The Rights Agent and any shareholder, director, officer or employee
of the Rights Agent may buy, sell or deal in Common Stock, Rights or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the
Company or otherwise act as fully and freely as though it were not Rights Agent
under this Agreement. Nothing herein shall preclude the Rights Agent from acting
in any other capacity for the Company or for any other Person.

     (i)   The Rights Agent may execute and exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or through
its attorneys or agents, and the Rights Agent will not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any such act, default,
neglect or misconduct, provided the Rights Agent was not grossly negligent in
the selection and continued employment thereof.

     (j)   The Rights Agent undertakes only the express duties and obligations
imposed on it by this Agreement and no implied duties or obligations shall be
read into this Agreement against the Rights Agent.

     (k)   Anything in this Agreement to the contrary notwithstanding, in no
event shall the Rights Agent be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost
profits).

     (l)   No provision of this Agreement shall require the Rights Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of its rights if
there shall be reasonable grounds for believing that repayment of such funds or
adequate indemnification against such risk or liability is not reasonably
assured to it.

     4.4   Change of Rights Agent. The Rights Agent may resign and be discharged
           ----------------------
from its duties under this Agreement upon 90 days notice (or such lesser notice
as is acceptable to the Company) in writing mailed to the Company and to each
transfer agent of Common Stock by registered or certified mail, and to the
holders of the Rights in accordance with Section 5.9. The Company may remove the
Rights Agent upon 30 days notice in writing, mailed to the Rights Agent and to
each transfer agent of the Common Stock by registered or certified mail, and to
the holders of the Rights in accordance with Section 5.9. If the Rights Agent
should resign or be removed or otherwise become incapable of acting, the Company
will appoint a successor to the Rights Agent. If the Company fails to make such
appointment within a period of 30 days after such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of any Rights (which holder shall,
with such notice, submit such holder's Rights Certificate for inspection by the
Company), then the holder of

                                      -13-

<PAGE>
 
any Rights may apply to any court of competent jurisdiction for the appointment
of a new Rights Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be (a) a corporation organized and doing
business under the laws of the United States or of the State of Georgia or any
other State of the United States, in good standing, which is authorized under
such laws to exercise the powers of the Rights Agent contemplated by this
Agreement and is subject to supervision or examination by federal or state
authority and which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a
corporation described in the immediately preceding clause (a). After
appointment, the successor Rights Agent will be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights Agent shall
deliver and transfer to the successor Rights Agent any property at the time held
by it hereunder, and execute and deliver any further assurance, conveyance, act
or deed necessary for the purpose. Not later than the effective date of any such
appointment, the Company will file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock, and mail a
notice thereof in writing to the holders of the Rights. Failure to give any
notice provided for in this Section 4.4, however, or any defect therein, shall
not affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

                                    ARTICLE V

                                  MISCELLANEOUS
                                  -------------

     5.1   Redemption. (a) The Board of Directors of the Company may, at its
           ----------  
option, at any time prior to the close of business on the Flip-In Date elect to
redeem all (but not less than all) of the then outstanding Rights at the
Redemption Price and the Company, at its option, may pay the Redemption Price,
either in cash or shares of Common Stock or other securities of the Company
deemed by the Board of Directors of the Company, in the exercise of its sole
discretion, to be at least equivalent in value to the Redemption Price.

     (b)   Immediately upon the action of the Board of Directors of the Company
electing to redeem the Rights (or, if the resolution of the Board of Directors
of the Company electing to redeem the Rights states that the redemption will not
be effective until the occurrence of a specified future time or event, upon the
occurrence of such future time or event), without any further action and without
any notice, the right to exercise the Rights will terminate and each Right will
thereafter represent only the right to receive the Redemption Price in cash or
securities,m as determined by the Board of Directors. Promptly after the Rights
are redeemed, the Company shall give notice of such redemption to the Rights
Agent and the holders of the then outstanding Rights by mailing such notice in
accordance with Section 5.9.

     5.2   Expiration. The Rights and this Agreement shall expire at the
           ----------  
Expiration Time and no Person shall have any rights pursuant to this Agreement
or any Right after the Expiration Time, except, if the Rights are exchanged, as
provided in Section 3.1.

     5.3    Issuance of New Rights Certificates. Notwithstanding any of the
            -----------------------------------
provisions of this Agreement or of the Rights to the contrary, the Company may,
at its option, issue new Rights Certificates evidencing Rights in such form as
may be approved by its Board of Directors to reflect any adjustment or change in
the number or kind or class of shares of stock purchasable upon exercise of
Rights made in accordance with the provisions of this Agreement. In addition, in
connection with the issuance or sale of shares of Common Stock by the Company
following the Separation Time and prior to the Redemption Time or Expiration
Time pursuant to the terms of securities convertible or redeemable into shares
of Common Stock or to options, in each case issued or granted prior to, and
outstanding at, the Separation Time, the Company shall issue to the holders of
such shares of Common Stock, Rights Certificates representing the appropriate
number of Rights in connection with the issuance or sale of such shares of
Common Stock; provided, however, in each case, (i) no such Rights Certificate
shall be issued, if, and to the extent that, the Company shall be advised by
counsel that such issuance would create a significant risk of material adverse
tax consequences to the Company or to the Person to whom such Rights
Certificates would be issued, (ii) no such Rights Certificates shall be issued
if, and to the extent that, appropriate adjustment shall have otherwise been
made in lieu of the issuance thereof, and (iii) the Company shall have no
obligation to distribute Rights Certificates to any Acquiring Person or
Affiliate or Associate of an Acquiring Person or any transferee of any of the
foregoing.

                                      -14-

<PAGE>
 
     5.4   Supplements and Amendments. The Company and the Rights Agent may
           --------------------------
from time to time supplement or amend this Agreement without the approval of any
holders of Rights (i) prior to the Close of Business on the Flip-In Date, in any
respect and (ii) after the Close of Business on the Flip-In Date, to make any
changes that the Company may deem necessary or desirable and that shall not
materially adversely affect the interests of the holders of Rights generally
(other than an Acquiring Person or an Affiliate or an Associate of an Acquiring
Person) or in order to cure any ambiguity or to correct or supplement any
provision contained herein that may be inconsistent with any other provisions
herein or otherwise defective. The Rights Agent will duly execute and deliver
any supplement or amendment hereto requested by the Company upon receipt of a
certificate from the Company that such supplement or amendment satisfies the
terms of the preceding sentence. Notwithstanding anything contained in this
Agreement to the contrary, no supplement or amendment that changes the rights
and duties of the Rights Agent under this Agreement shall be effective without
the consent of the Rights Agent.

     5.5   Fractional Shares. If the Company elects not to issue certificates
           -----------------
representing fractional shares upon exercise of Rights, the Company shall, in
lieu thereof, in the sole discretion of the Board of Directors, either (a)
evidence such fractional shares by depositary receipts issued pursuant to an
appropriate agreement between the Company and a depositary selected by it,
providing that each holder of a depositary receipt shall have all of the rights,
privileges and preferences to which such holder would be entitled as a
beneficial owner of such fractional share, or (b) sell such shares on behalf of
the holders of Rights and pay to the registered holder of such Rights the
appropriate fraction of price per share received upon such sale.

     5.6   Rights of Action. Subject to the terms of this Agreement (including
           ----------------
Section 3.1(b)), rights of action in respect of this Agreement, other than
rights of action vested solely in the Rights Agent, are vested in the respective
holders of the Rights; and any holder of any Rights, without the consent of the
Rights Agent or of the holder of any other Rights, may, on such holder's own
behalf and for such holder's own benefit and the benefit of other holders of
Rights, enforce, and may institute and maintain any suit, action or proceeding
against the Company to enforce, or otherwise act in respect of, such holder's
right to exercise such holder's Rights in the manner provided in such holder's
Rights Certificate and in this Agreement. Without limiting the foregoing or any
remedies available to the holders of Rights, it is specifically acknowledged
that the holders of Rights would not have an adequate remedy at law for any
breach of this Agreement and will be entitled to specific performance of the
obligations under, and injunctive relief against actual or threatened violations
of, the obligations of any Person subject to this Agreement.

     5.7   Holder of Rights Not Deemed a Shareholder. No holder, as such, of any
           -----------------------------------------
Rights shall be entitled to vote, receive dividends or be deemed for any purpose
the holder of shares or any other securities which may at any time be issuable
on the exercise of such Rights, nor shall anything contained herein or in any
Rights Certificate be construed to confer upon the holder of any Rights, as
such, any of the rights of a shareholder of the Company or any right to vote for
the election of directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting shareholders (except as
provided in Section 5.8), or to receive dividends or subscription rights, or
otherwise, until such Rights shall have been exercised or exchanged in
accordance with the provisions hereof.

     5.8   Notice of Proposed Actions. In case the Company shall propose after
           --------------------------
the Separation Time and prior to the Expiration Time (i) to effect or permit
occurrence of any Flip-Over Transaction or Event or (ii) to effect the
liquidation, dissolution or winding up of the Company, then, in each such case,
the Company shall give to each holder of a Right, in accordance with Section
5.9, a notice of such proposed action, which shall specify the date on which
such Flip-Over Transaction or Event, liquidation, dissolution, or winding up is
to take place, and such notice shall be so given at least 20 Business Days prior
to the date of the taking of such proposed action.

     5.9   Notices. Notices or demands authorized or required by this Agreement
           -------
to be given or made by the Rights Agent or by the holder of any Rights to or on
the Company shall be sufficiently given or made if delivered or sent by first-
class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:

                                      -15-

<PAGE>
 
         Global Payments Inc.
         Four Corporate Square
         Atlanta, Georgia  30329
         Attention: Secretary

         Any notice or demand authorized or required by this Agreement to be
given or made by the Company or by the holder of any Rights to or on the Rights
Agent shall be sufficiently given or made if delivered or sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing with
the Company) as follows:

         SunTrust Bank, Atlanta
         P.O. Box 4625
         Atlanta, Georgia 30302-4625
         Attention:  Department Manager

         Notices or demands authorized or required by this Agreement to be given
or made by the Company or the Rights Agent to or on the holder of any Rights
shall be sufficiently given or made if delivered or sent by first-class mail,
postage prepaid, addressed to such holder at the address of such holder as it
appears upon the registry books of the Rights Agent or, prior to the Separation
Time, on the registry books of the transfer agent for the Common Stock. Any
notice that is mailed in the manner herein provided shall be deemed given on the
third Business Day after mailing, whether or not the holder receives the notice.
Failure to give a notice pursuant to the provisions of this Agreement shall not
affect the validity of any action taken hereunder.

         5.10  Suspension of Exercisability. To the extent that the Company
               ----------------------------
determines in good faith that some action will or need be taken pursuant to
Section 2.3(g) or Section 3.1 or otherwise to comply with federal or state
securities laws, the Company may suspend the exercisability of the Rights for 90
days and any additional period that may be reasonable in order to take such
action or comply with such laws. In the event of any such suspension, the
Company shall issue as promptly as practicable a public announcement stating
that the exercisability or exchangeability of the Rights has been temporarily
suspended. Notice thereof pursuant to Section 5.9 shall not be required.

         5.11  Costs of Enforcement. The Company agrees that if the Company or
               --------------------
any other Person the securities of which are purchasable upon exercise of Rights
fails to fulfill any of its obligations pursuant to this Agreement, then the
Company or such Person will reimburse the holder of any Rights for the costs and
expenses (including legal fees) incurred by such holder in actions to enforce
such holder's rights pursuant to any Rights or this Agreement.

         5.12  Successors. All the covenants and provisions of this Agreement by
               ---------- 
or for the benefit of the Company or the Rights Agent shall bind and inure to
the benefit of their respective successors and assigns hereunder.

         5.13  Benefits of this Agreement. Nothing in this Agreement shall be
               -------------------------- 
construed to give to any Person other than the Company, the Rights Agent and the
holders of the Rights any legal or equitable right, remedy or claim under this
Agreement and this Agreement shall be for the sole and exclusive benefit of the
Company, the Rights Agent and the holders of the Rights.

         5.14  Determination and Actions by the Board of Directors, etc. The
               --------------------------------------------------------  
Board of Directors of the Company shall have the exclusive power and authority
to administer this Agreement and to exercise all rights and powers specifically
granted to the Board of Directors of the Company or to the Company, or as may be
necessary or advisable in the administration of this Agreement, including,
without limitation, the right and power to (i) interpret the provisions of this
Agreement and (ii) make all determinations deemed necessary or advisable for the
administration of this Agreement. All such actions, calculations,
interpretations and determinations (including, for purposes of clause (y) below,
all omissions with respect to the foregoing) which are done or made by the Board
of Directors of the Company, in good faith, shall (x) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all
other parties, and (y) not subject the Board of Directors of the Company to any
liability to the holders of the Rights.

                                      -16-

<PAGE>
 
         5.15    Descriptive Headings. Descriptive headings appear herein for
                 --------------------
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.

         5.16    Governing Law. THIS AGREEMENT AND EACH RIGHT ISSUED HEREUNDER
                 -------------
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF GEORGIA AND
FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF SUCH STATE APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN
SUCH STATE.

         5.17    Counterparts. This Agreement may be executed in any number of
                 ------------
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

         5.18    Severability. If any term or provision of this Agreement or the
                 ------------
application thereof to any circumstance shall, in any jurisdiction and to any
extent, be invalid or unenforceable, such term or provision shall be ineffective
as to such jurisdiction to the extent of such invalidity or unenforceability
without invalidating or rendering unenforceable the remaining terms and
provisions hereof or the application of such term or provision to circumstances
other than those as to which it is held invalid or unenforceable.


                     [SIGNATURES APPEAR ON FOLLOWING PAGE]

                                      -17-

<PAGE>
 
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


                                        GLOBAL PAYMENTS INC.


                                        By:
                                           _________________________________
                                           Name:
                                           Title:

                                        SUNTRUST BANK, ATLANTA, as Rights Agent


                                        By:                                  
                                           _________________________________
                                           Name:
                                           Title:

                                      -1-

<PAGE>
 
                                                                       EXHIBIT A
                                                                       ---------

                          (Form of Rights Certificate)

Certificate No. R-                                               _______ Rights

THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT THE OPTION OF THE
COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT(AS DEFINED BELOW).
RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR AFFILIATES OR ASSOCIATES
THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF
ANY OF THE FOREGOING WILL BE VOID.

                              Rights Certificate

                             GLOBAL PAYMENTS INC.

This certifies that _______________________, or registered assigns, is the
registered holder of the number of Rights set forth above, each of which
entitles the registered holder thereof, subject to the terms, provisions and
conditions of the Shareholder Protection Rights Agreement, dated as of
________________, 2000 (as amended from time to time, the "Rights Agreement"),
between Global Payments Inc., a Georgia corporation (the "Company"), and
SunTrust Bank, Atlanta, as rights agent (the "Rights Agent," which term shall
include any successor rights agent under the Rights Agreement), to purchase from
the Company at any time after the Separation Time (as such term is defined in
the Rights Agreement) and prior to the Close of Business on________________,
2010, one thousandth (1/1000) of a fully paid share of Series A Junior
Participating Preferred Stock, no par value (the "Preferred Stock"), of the
Company (subject to adjustment as provided in the Rights Agreement) at the
Exercise Price referred to below, upon presentation and surrender of this Rights
Certificate with the Form of Election to Exercise duly executed at the principal
office of the Rights Agent. The Exercise Price shall initially be $_____ per
Right and shall be subject to adjustment in certain events as provided in the
Rights Agreement.

In certain circumstances described in the Rights Agreement, the Rights evidenced
hereby may entitle the registered holder thereof to purchase securities of an
entity other than the Company or securities or assets of the Company other than
Preferred Stock, all as provided in the Rights Agreement.

This Rights Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Rights Certificates. Copies of
the Rights Agreement are on file at the principal office of the Company and are
available without cost upon written request. Capitalized terms used in this
Rights Certificate and not otherwise defined herein shall have the meanings
ascribed to such terms in the Rights Agreement.

This Rights Certificate, with or without other Rights Certificates, upon
surrender at the office of the Rights Agent designated for such purpose, may be
exchanged for another Rights Certificate or Rights Certificates of like tenor
evidencing an aggregate number of Rights equal to the aggregate number of Rights
evidenced by the Rights Certificate or Rights Certificates surrendered. If this
Rights Certificate shall be exercised in part, the registered holder shall be
entitled to receive, upon surrender hereof, another Rights Certificate or Rights
Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, each Right evidenced by this
Certificate may be (a) redeemed by the Company under certain circumstances, at
its option, at a redemption price of $0.01 per Right, or (b) exchanged by the
Company under certain circumstances, at its option, for one share of Common
Stock or one thousandth (1/1000) of a share of Preferred Stock per Right (or, in
certain cases, other securities or assets of the Company), subject in each case
to adjustment in certain events as provided in the Rights Agreement.

No holder of this Rights Certificate, as such, shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of any securities
which may at any time be issuable on the exercise hereof, nor shall anything
contained in the Rights Agreement or herein be construed to confer upon the
holder hereof, as such, any of the rights 

<PAGE>
 
of a shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting shareholders (except as provided in the
Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Rights evidenced by this Rights Certificate shall have been exercised
or exchanged as provided in the Rights Agreement.

This Rights Certificate shall not be valid or obligatory for any purpose until
it shall have been countersigned by the Rights Agent.

WITNESS the facsimile signature of the proper officers of the Company.

Date:_______________

ATTEST:                                         GLOBAL PAYMENTS INC.

_______________________________                 By:___________________
Secretary
                                                            

Countersigned:

SUNTRUST BANK, ATLANTA


By:_____________________________
   Authorized Officer

                                      -2-

<PAGE>
 
                 [Form of Reverse Side of Rights Certificate]

                               FORM OF ASSIGNMENT
                               ------------------

               (To be executed by the registered holder if such 
             holder desires to transfer this Rights Certificate.)


FOR VALUE RECEIVED, __________________hereby sells, assigns and transfers unto

_______________________________________________________________________________
                (Please print name and address of transferee) 

this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ________________________
attorney-in-fact, to transfer the within Rights Certificate on the books of the
within-named company, with full power of substitution.

Dated:  ___________________, _____.

Signature Guaranteed:                           _______________________________
                                                Signature

                                                (Signature must correspond to
                                                name as written upon the face of
                                                this Rights Certificate in every
                                                particular, without alteration
                                                or enlargement or any change
                                                whatsoever)

Signatures must be guaranteed by an eligible guarantor institution (a bank,
stockbroker, savings and loan association or credit union with membership in an
approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the
Securities Exchange Act of 1934.

________________________________________________________________________________

                           (To be completed if true)
The undersigned hereby represents, for the benefit of the Company and all
holders of Rights and shares of Common Stock, that the Rights evidenced by this
Rights Certificate are not, and, to the knowledge of the undersigned, have never
been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement).

                                                     __________________________
                                                     Signature

________________________________________________________________________________

                                     NOTICE
                                     ------
 
In the event the certification set forth above is not completed in connection
with a purported assignment, the Company will deem the Beneficial Owner of the
Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or
an Affiliate or Associate thereof (as defined in the Rights Agreement) or a
transferee of any of the foregoing and accordingly will deem the Rights
evidenced by such Rights Certificate to be void and not transferable or
exercisable.

<PAGE>
 
                  [To be attached to each Rights Certificate]
                         FORM OF ELECTION TO EXERCISE
                         ----------------------------

    (To be executed if holder desires to exercise the Rights Certificate.)

TO:   GLOBAL PAYMENTS INC.

The undersigned hereby irrevocably elects to exercise _________________ whole
Rights represented by the attached Rights Certificate to purchase the shares of
Series A Junior Participating Preferred Stock issuable upon the exercise of such
Rights and requests that certificates for such shares be issued in the name of
and delivered to:

                           Name:__________________________________________
                           Address:_______________________________________
                                   _______________________________________
                           Social Security or other Taxpayer ID No.:______
                                                                    

If such number of Rights shall not be all the Rights evidenced by this Rights
Certificate, a new Rights Certificate for the balance of such Rights shall be
registered in the name of and delivered to:

                           Name:_____________________________________________
                           Address:__________________________________________
                                   __________________________________________
                           Social Security or other Taxpayer ID No.:_________
                                                                    

Dated:  _________________, ______

Signature Guaranteed:                               ___________________________
                                                    Signature
                                                    (Signature must correspond
                                                    to name as written upon the
                                                    face of this Rights
                                                    Certificate in every
                                                    particular, without
                                                    alteration or enlargement or
                                                    any change whatsoever)

Signatures must be guaranteed by an eligible guarantor institution (a bank,
stockbroker, savings and loan association or credit union with membership in an
approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the
Securities Exchange Act of 1934.

______________________________________________________________________________
                           (To be completed if true)

The undersigned hereby represents, for the benefit of the Company and all
holders of Rights and shares of Common Stock, that the Rights evidenced by this
Rights Certificate are not, and, to the knowledge of the undersigned, have never
been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement).

                                          ______________________________________
                                          Signature

________________________________________________________________________________
                                    NOTICE
                                    ------

In the event the certification set forth above is not completed in connection
with a purported assignment, the Company will deem the Beneficial Owner of the
Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or
an Affiliate or Associate thereof (as defined in the Rights Agreement) or a

<PAGE>
 
transferee of any of the foregoing and accordingly will deem the Rights
evidenced by such Rights Certificate to be void and not transferable or
exercisable.

<PAGE>
 
                                                                       EXHIBIT B
                                                                       ---------
                                  APPENDIX A

                                      TO
                         THE ARTICLES OF INCORPORATION
                                      OF
                             GLOBAL PAYMENTS INC.

DESIGNATING THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF SERIES A JUNIOR
                         PARTICIPATING PREFERRED STOCK

         There is hereby designated, out of the authorized but unissued shares
of Preferred Stock of the Corporation, a series thereof, and the number of
shares, voting powers, designation, preferences, and relative, participating,
optional, and other special rights, and the qualifications, limitations, and
restrictions thereof, of the shares of such series (in addition to those set
forth in the Articles of Incorporation which are applicable to the Preferred
Stock of all series), shall be as follows:

         1. Series A Junior Participating Preferred Stock. There is hereby
            ---------------------------------------------
established a series of Preferred Stock, no par value per share, of the
Corporation, and the designation and certain terms, powers, preferences and
other rights of the shares of such series, and certain qualifications,
limitations and restrictions thereon, are hereby fixed as follows:

                  (i)   The distinctive serial designation of this series shall
be "Series A Junior Participating Preferred Stock" (hereinafter called "this
Series"). Each share of this Series shall be identical in all respects with the
other shares of this Series except as to the dates from and after which
dividends thereon shall be cumulative.

                  (ii)  The number of shares in this Series shall initially be
20,000 which number may from time to time be increased or decreased (but not
below the number then outstanding) by the Board of Directors. Shares of this
Series purchased by the Corporation shall be canceled and shall revert to
authorized but unissued shares of Preferred Stock undesignated as to series.
Shares of this Series may be issued in fractional shares, which fractional
shares shall entitle the holder, in proportion to such holder's fractional
share, to all rights of a holder of a whole share of this Series.

                  (iii) The holders of full or fractional shares of this Series
shall be entitled to receive, when and as declared by the Board of Directors,
but only out of funds legally available therefor, dividends, (A) on each date
that dividends or other distributions (other than dividends or distributions
payable in Common Stock of the Corporation) are payable on or in respect of
Common Stock comprising part of the Reference Package (as defined below), in an
amount per whole share of this Series equal to the aggregate amount of dividends
or other distributions (other than dividends or distributions payable in Common
Stock of the Corporation) that would be payable on such date to a holder of the
Reference Package and (B) on the last day of March, June, September and December
in each year, in an amount per whole share of this Series equal to the excess
(if any) of $1.00 over the aggregate dividends paid per whole share of this
Series during the three-month period ending on such last day. Each such dividend
shall be paid to the holders of record of shares of this Series on the date, not
exceeding 60 days preceding such dividend or distribution payment date, fixed
for that purpose by the Board of Directors in advance of payment of each
particular dividend or distribution. Dividends on each full and each fractional
share of this Series shall be cumulative from the date such full or fractional
share is originally issued; provided that any such full or fractional share
originally issued after a dividend record date and on or prior to the dividend
payment date to which such record date relates shall not be entitled to receive
the dividend payable on such dividend payment date or any amount in respect of
the period from such original issuance to such dividend payment date.

                  The term "Reference Package" shall initially mean 1000 shares
of Common Stock, no par value ("Common Stock"), of the Corporation. In the event
the Corporation shall at any time (A) declare or pay a dividend on any Common
Stock payable in Common Stock, (B) subdivide any Common Stock or (C) combine any
Common Stock into a smaller number of shares, then and in each such case the
Reference Package after such event shall be the Common Stock that a holder of
the Reference Package immediately prior to such event would hold thereafter as a
result thereof.

                                      A-1

<PAGE>
 
                  Holders of shares of this Series shall not be entitled to any
dividends, whether payable in cash, property or stock, in excess of full
cumulative dividends, as herein provided, on this Series.

                  So long as any shares of this Series are outstanding, no
dividend (other than a dividend in Common Stock or in any other stock ranking
junior to this Series as to dividends and upon liquidation) shall be declared or
paid or set aside for payment or other distribution declared or made upon the
Common Stock or upon any other stock ranking junior to this Series as to
dividends or upon liquidation, nor shall any Common Stock nor any other stock of
the Corporation ranking junior to or on a parity with this Series as to
dividends or upon liquidation be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any shares of any such stock) by the Corporation (except
by conversion into or exchange for stock of the Corporation ranking junior to
this Series as to dividends and upon liquidation), unless, in each case, the
full cumulative dividends (including the dividend to be due upon payment of such
dividend, distribution, redemption, purchase or other acquisition) on all
outstanding shares of this Series shall have been, or shall contemporaneously
be, paid.

                  (iv) In the event of any merger, consolidation,
reclassification or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case the shares of this Series shall at the same time
be similarly exchanged or changed in an amount per whole share equal to the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, that a holder of the Reference Package would be
entitled to receive as a result of such transaction.

                  (v)  In the event of any liquidation, dissolution or winding
up of the affairs of the Corporation, whether voluntary or involuntary, the
holders of full and fractional shares of this Series shall be entitled, before
any distribution or payment is made on any date to the holders of the Common
Stock or any other stock of the Corporation ranking junior to this Series upon
liquidation, to be paid in full an amount per whole share of this Series equal
to the greater of (A) $1.00 or (B) the aggregate amount distributed or to be
distributed prior to such date in connection with such liquidation, dissolution
or winding up to a holder of the Reference Package (such greater amount being
hereinafter referred to as the "Liquidation Preference"), together with accrued
dividends to such distribution or payment date, whether or not earned or
declared. If such payment shall have been made in full to all holders of shares
of this Series, the holders of shares of this Series as such shall have no right
or claim to any of the remaining assets of the Corporation.

                  In the event the assets of the Corporation available for
distribution to the holders of shares of this Series upon any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
shall be insufficient to pay in full all amounts to which such holders are
entitled pursuant to the first paragraph of this Section (v), no such
distribution shall be made on account of any shares of any other class or series
of Preferred Stock ranking on a parity with the shares of this Series upon such
liquidation, dissolution or winding up unless proportionate distributive amounts
shall be paid on account of the shares of this Series, ratably in proportion to
the full distributable, amounts for which holders of all such parity shares are
respectively entitled upon such liquidation, dissolution or winding up.

                  Upon the liquidation, dissolution or winding up of the
Corporation, the holders of shares of this Series then outstanding shall be
entitled to be paid out of assets of the Corporation available for distribution
to its shareholders all amounts to which such holders are entitled pursuant to
the first paragraph of this Section (v) before any payment shall be made to the
holders of Common Stock or any other stock of the Corporation ranking junior
upon liquidation to this Series.

                  For the purposes of this Section (v), the consolidation or
merger of, or binding share exchange by, the Corporation with any other
corporation shall not be deemed to constitute a liquidation, dissolution or
winding up of the corporation.

                  (vi)  The shares of this Series shall not be redeemable.

<PAGE>
 
                  (vii) In addition to any other vote or consent of shareholders
required by law or by the Certificate of Incorporation of the Corporation, each
whole share of this Series shall, on any matter, vote as a class with any other
capital stock comprising part of the Reference Package and voting on such matter
and shall have the number of votes thereon that a holder of the Reference
Package would have.



<PAGE>
 
                                                                     EXHIBIT 4.4

NUMBER                                                      SHARES
GP-
COMMON STOCK
THIS CERTIFICATE IS TRANSFERABLE                            NO PAR VALUE
IN ATLANTA, GA OR NEW YORK, NY                              COMMON STOCK

 
                             GLOBAL PAYMENTS INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA

THIS IS TO CERTIFY THAT                      CUSIP  37940x 10 2
                                             SEE REVERSE FOR CERTAIN DEFINITIONS
 
 
 
is the owner of


          FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF

Global Payments Inc. transferable on the books of said Company in person or by
     Attorney, on surrender of this certificate properly endorsed. This
     certificate is not valid unless countersigned by the Transfer Agent and
     registered by the Registrar. 
     Witness the seal of said Company and the signatures of its duly authorized
     officers.

     Dated


<TABLE> 
<S>                                          <C>                       <C> 
/s/ Paul R. Garcia                           [GLOBAL PAYMENTS INC      /s/ Suellyn P. Tornay
President and Chief Executive Officer          CORPORATE SEAL]         Secretary
</TABLE>
 

COUNTERSIGNED AND REGISTERED:         SUNTRUST BANK ATLANTA
                                      TRANSFER AGENT AND REGISTRAR

                                      ___________________________
                                           Authorized Officer  

<PAGE>
 
                             GLOBAL PAYMENTS INC.

     The Corporation will furnish without charge to each stockholder who so
requests, the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications,
 limitations or restrictions of such preferences and/or
rights. Requests may be directed to the office of the Corporation or to the
Transfer Agent.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


<TABLE> 
<S>                                               <C> 
TEN COM - as tenants in common                    UNIF GIFT MIN ACT-_________Custodian__________
TEN ENT - as tenants by the entireties                                (Cust)            (Minor)
JT TEN  - as joint tenants with right of                           under Uniform Gifts to Minors
          survivorship and not as tenants                          Act__________________________
           in common                                                         (State)
</TABLE>
 

    Additional abbreviations may also be used though not in the above list.

For value received, ___________________________________ hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
 IDENTIFYING NUMBER OF ASSIGNEE /______________________/

________________________________________________________________________________
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
                                        
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

_________________________________________________________________________shares
of the capital Stock represented by the within Certificate, and do hereby 
irrevocably constitute and appoint ____________________________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.

Dated,_________________________

               
                    ____________________________________________________________
                    THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
                    NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
                    PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
                    WHATEVER.


  SIGNATURE(S) GUARANTEED:


_____________________________________        ___________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED        NOTICE: THE SIGNATURE(S) ON
BY AN THIS ELIGIBLE GUARANTOR                ASSIGNMENT MUST CORRESPOND
INSTITUTION AS DEFINED IN RULE               WITH THE NAME(S) AS WRITTEN
17Ad-15 UNDER THE SECURITIES EXCHANGE        UPON THE FACE OF THE CERTIFICATE
ACT OF 1934, AS AMENDED                      ON EVERY PARTICULAR, WITHOUT 
                                             ALTERATION OR ENLARGEMENT,
                                             OR ANY CHANGE WHATEVER.

<PAGE>
 
LEGEND:  Until the Separation Time (as defined in the Rights Agreement referred
to below), this certificate also evidences and entitles the holder hereof to
certain Rights as set forth in a Shareholder Protection Rights Agreement (as
such may be amended from time to time, the "Rights Agreement"), between Global
Payments Inc. (the "Company") and SunTrust Bank, Atlanta, as Rights Agent, the
terms of which are hereby incorporated herein by reference and a copy of which
is on file at the principal executive offices of the Company.  Under certain
circumstances, as set forth in the Rights Agreement, such Rights may be
redeemed, may become exercisable for securities or assets of the Company or of
another entity, may be exchanged for shares of Common Stock or other securities
or assets of the Company, may expire, may become void (if they are "Beneficially
Owned" by an "Acquiring Person" or an Affiliate or Associate thereof, as such
terms are defined in the Rights Agreement, or by any transferee of any of the
foregoing) or may be evidenced by separate certificates and may no longer be
evidenced by this certificate.  The Company will mail or arrange for the mailing
of a copy of the Rights Agreement to the holder of this certificate without
charge promptly after the receipt of a written request therefor.



<PAGE>
 
                                                                    Exhibit 10.2


                                    FORM OF

                   TAX SHARING AND INDEMNIFICATION AGREEMENT

                                       BY

                           NATIONAL DATA CORPORATION

                                      AND

                              GLOBAL PAYMENTS INC.


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
 
                                                                   PAGE
<S>                                                               <C> 
ARTICLE    I     Definition of Terms                                 2
                                                                      
ARTICLE    II    Allocation of Income Tax Liabilities                6
                                                                      
ARTICLE    III   Preparation and Filing of Tax Returns               8
                                                                      
ARTICLE    IV    Refunds, Carrybacks, and Tax Benefits              10
                                                                      
ARTICLE    V     Tax Payments and Intercompany Billings             12
                                                                      
ARTICLE    VI    Assistance and Cooperation                         16
                                                                      
ARTICLE    VII   Tax Records                                        16
                                                                      
ARTICLE    VIII  Tax Contests                                       17
                                                                      
ARTICLE    IX    No Inconsistent Actions                            17
                                                                      
ARTICLE    X     Survival of Obligations                            19
                                                                      
ARTICLE    XI    Employee Matters                                   19
                                                                      
ARTICLE    XII   Treatment of Payments; Tax Gross Up                19
                                                                      
ARTICLE    XIII  Disagreements                                      20
                                                                      
ARTICLE    XIV   Late Payments                                      20
                                                                      
ARTICLE    XV    Expenses                                           20
</TABLE>
 

                                      -i-

<PAGE>
 

<TABLE> 
<S>                                                               <C> 
ARTICLE    XVI   General Provisions                                 20 
</TABLE>


                                     -ii-

<PAGE>
 
                   TAX SHARING AND INDEMNIFICATION AGREEMENT


     This Agreement is entered into as of _________ __, 2000 by National Data
Corporation, a Delaware corporation ("NDC"), and Global Payments Inc., a Georgia
corporation ("Newco").  Capitalized terms used in this Agreement are defined
herein.  Unless otherwise indicated, all "Section" references in this Agreement
are to sections of this Agreement.

                                    RECITALS

     WHEREAS, NDC is the common parent
 of an Affiliated Group that currently
files consolidated income tax returns and that is engaged in the Health
Information Services Business and the eCommerce Business;

     WHEREAS, the board of directors of NDC has determined that it would be in
the best interests of NDC and its stockholders to separate the eCommerce
Business from the Health Information Services Business;

     WHEREAS, NDC has caused Newco to be incorporated under the laws of the
State of Georgia to effect such separation;

     WHEREAS, NDC and Newco have entered into the Distribution Agreement and the
Ancillary Agreements (other than this Agreement), pursuant to which NDC has
contributed and transferred to Newco, and Newco has received and assumed, (i)
the stock of the NDC eCommerce Subsidiaries, (ii) an 0.85% general partnership
interest in GPS Holding Limited Partnership; and (iii) the intellectual property
used in the conduct of the eCommerce Business (the "Contributions");

     WHEREAS, NDC and Newco intend that the Contributions in exchange for Newco
Common Stock qualify as tax-free transactions under Section 368(a)(1)(D) of the
Code;

     WHEREAS, NDC currently owns all of the issued and outstanding Newco Common
Stock;

     WHEREAS, NDC contemplates that, immediately after the Contributions and
pursuant to the terms of the Distribution Agreement, NDC will distribute to the
holders of NDC Common Stock by means of a pro rata distribution all of the
shares of Newco Common Stock owned by NDC (the "Distribution");

     WHEREAS, NDC and Newco intend that the Distribution will be tax-free to NDC
and its stockholders under Section 355 of the Code;

     WHEREAS, as a result of the Distribution, Newco will cease to be a member
of the Affiliated Group of which NDC is the common parent, effective as of the
Distribution Date; and

     WHEREAS, the Companies desire to provide for and agree upon the allocation
of liabilities between the parties for Taxes arising prior to, as a result of,
and subsequent to the Distribution, and to provide for and agree upon other
matters relating to Taxes.

     NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants, and agreements herein contained, and for other good and
valuable consideration, the receipt 

                                      -1-

<PAGE>
 
and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the parties hereby agree as follows:

                                   ARTICLE I
                              Definition of Terms

     For purposes of this Agreement (including the recitals hereof), the
following terms have the following meanings:

     "ACCOUNTING CUTOFF DATE" means, with respect to Newco, any date as of the
end of which there is a closing of its financial accounting records.

     "ACCOUNTING FIRM" shall have the meaning provided in Article XIII.

     "ADJUSTMENT REQUEST" means any formal or informal claim or request filed
with any Taxing Authority, or with any administrative agency or court, for the
adjustment, refund, or credit of Taxes, including (i) any amended Tax Return
claiming adjustment to the Taxes as reported on the Tax Return, or if
applicable, as previously adjusted, or (ii) any claim for refund or credit of
Taxes previously paid.

     "AFFILIATE" means any entity that directly or indirectly is "controlled" by
the person or entity in question.  "Control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a person, whether through ownership of voting securities, by
contract or otherwise.  Except as otherwise provided herein, the term Affiliate
shall refer to Affiliates of a person as determined immediately after the
Distribution.

     "AFFILIATED GROUP" means an affiliated group of corporations within the
meaning of Section 1504(a) of the Code (determined without regard to the
exceptions contained in Section 1504(b) of the Code) for the taxable period in
question.

     "AGREEMENT" means this Tax Sharing and Indemnification Agreement.

     "ANCILLARY AGREEMENTS" has the meaning set forth in the Distribution
Agreement.

     "CARRYBACK" or "CARRYFORWARD" means any net operating loss, net capital
loss, excess tax credit, foreign tax credit, or other similar Tax Item that may
or must be carried from one Tax Period to another Tax Period under the Code or
other applicable Tax Law.

     "CODE" means the United States Internal Revenue Code of 1986, as amended
from time to time, or any successor law.

     "COMPANY" means NDC or Newco.

     "CONSOLIDATED INCOME TAX RETURN" OR "COMBINED INCOME TAX RETURN" means any
Tax Return relating to Income Tax that is computed by reference to the assets
and activities of members of both the NDC Group and the Newco Group.

                                      -2-

<PAGE>
 
     "CONTRIBUTION DATE" means the date on which the Contributions are made by
NDC to Newco.

     "DISTRIBUTION" means the distribution to holders of NDC Common Stock of all
of the outstanding shares of Newco Common Stock.

     "DISTRIBUTION AGREEMENT" means the Distribution Agreement by and between
NDC and Newco, dated ________ __, 2000.

     "DISTRIBUTION DATE" has the meaning set forth in the Distribution
Agreement.

     "DUAL CONSOLIDATED LOSS" means a dual consolidated loss as defined in
Section 1503(d) of the Code.

     "eCOMMERCE BUSINESS" has the meaning set forth in the Distribution
Agreement.

     "FEDERAL INCOME TAX" means any Income Tax imposed by the United States
government.

     "FOREIGN INCOME TAX" means any Income Tax imposed by any foreign country or
any possession of the United States or by any political subdivision of any
foreign country or United States possession.

     "GROUP" means the NDC Group or the Newco Group, as the context requires.

     "HEALTH INFORMATION SERVICES BUSINESS" has the meaning set forth in the
Distribution Agreement.

     "INCOME TAX" means all Taxes (i) based upon, measured by, or calculated
with respect to, net income or net receipts, proceeds or profits or (ii) based
upon, measured by, or calculated with respect to multiple bases (including, but
not limited to, corporate franchise and occupation Taxes) if such Tax may be
based upon, measured by, or calculated with respect to one or more bases
described in clause (i) above.

     "INTERNAL REVENUE SERVICE" OR "IRS" means the United States Internal
Revenue Service or the United States Department of the Treasury, as the context
requires.

     "IRS PRIVATE LETTER RULING" means the private letter ruling issued by the
IRS in response to the letter filed by NDC requesting a ruling from the IRS
regarding certain tax consequences of the Transactions.

     "NDC COMMON STOCK" means the outstanding shares of common stock, $0.125 par
value, of NDC.

     "NDC eCOMMERCE SUBSIDIARIES" means National Data Payment Systems, Inc.,
Global Payment Holding Company, NDC Holdings (UK) Ltd., and Merchant Services
USA, Inc.

     "NDC FEDERAL CONSOLIDATED RETURN" means any United States Federal
Consolidated Income Tax Return for the Affiliated Group that includes NDC as the
common parent.

                                      -3-

<PAGE>
 
     "NDC GROUP"' means, for each taxable period, the Affiliated Group of which
NDC or any successor of NDC is the common parent; provided, however, the NDC
Group shall not include the Newco Group.

     "NEWCO COMMON STOCK" means the outstanding shares of no par common stock of
Newco.

     "NEWCO GROUP" means (i) with respect to any Pre-Distribution Period, the
NDC eCommerce Subsidiaries and their respective subsidiaries, and (ii) with
respect to any Post-Distribution Periods, the Affiliated Group of which Newco or
any successor of Newco is the common parent.

     "NEWCO FEDERAL CONSOLIDATED RETURN" means any United States Federal Tax
Return or Returns with respect to any Post-Distribution Periods filed by Newco
alone or by the Affiliated Group that includes Newco as the common parent.

     "OTHER TAX" means any Tax that is not an Income Tax.

     "PAYMENT DATE" means (i) with respect to any NDC Federal Consolidated
Return, the due date for any required installment of estimated taxes determined
under Section 6655 of the Code, the due date (determined without regard to
extensions) for filing the return determined under Section 6072 of the Code, and
the date the return is filed, and (ii) with respect to any Consolidated or
Combined State Income Tax Return, the corresponding dates determined under the
applicable Tax Law.

     "POST-DISTRIBUTION PERIOD" means any Tax Period beginning after the
Distribution Date, and, in the case of any Straddle Period, the portion of such
Straddle Period beginning the day after the Distribution Date.

     "PRE-DISTRIBUTION PERIOD" means any Tax Period ending on or before the
Distribution Date, and, in the case of any Straddle Period, the portion of such
Straddle Period ending on the Distribution Date.

     "PRIME RATE" means the prime rate of interest as published in the "Money
Rates" column of The Wall Street Journal, Eastern Edition; in the event that
more than one such rate is reported, the "Prime rate" shall equal the average of
such rates.  Use of the term "Prime Rate" shall mean a per annum rate, simple
interest.

     "RESPONSIBLE COMPANY" means, with respect to any Tax Return, the Company
having responsibility for preparing and filing such Tax Return under this
Agreement.

     "RESTRUCTURING TAX" means the Taxes described in Section 2.4(a).

     "SEPARATE COMPANY TAX" means any Tax computed by reference to the assets
and activities of a member or members of a single Group.

     "SECTION 355(e) EVENT" means an event described in Section 2.4(b).

                                      -4-

<PAGE>
 
     "STRADDLE PERIOD" means any Tax Period that begins on or before and ends
after the Distribution Date.

     "STATE INCOME TAX" means any Income Tax imposed by any State of the United
States or by any political subdivision of any such State.

     "TAINTING ACT" shall have the meaning provided in Article IX.

     "TAX" or "TAXES" means all forms of taxation, whenever created or imposed,
whether domestic or foreign, or whether imposed by a Taxing Authority, and
without limiting the generality of the foregoing shall include any net income,
gross income, gross receipts, profits, capital stock, franchise, payroll,
withholding, social security, unemployment, employment, workers compensation,
disability, property, ad valorem, stamp, excise, severance, occupation, premium,
service, sales, use, license, lease, transfer, recording, import, export, value
added, alternative or add-on minimum, estimated, or other similar tax (including
any fee, assessment, or other charge in the nature of or in lieu of any tax)
imposed by any Taxing Authority, together with any interest, penalties,
additions to tax, or additional amounts imposed by any such Taxing Authority.

     "TAXING AUTHORITY" means, with respect to any Tax, the nation, locality,
municipality, government, state, federation, or any political subdivision
thereof that imposes such Tax, and the agency (if any) charged with the
collection of such Tax for such entity or subdivision.

     "TAX BENEFIT" means any refund of, credit against, or other reduction in
otherwise required Tax payments (including any reduction in estimated tax
payments) and any interest in respect of the foregoing, net of the effect on
otherwise required Tax payment of any associated or corresponding item of income
or gain, or other increase in otherwise required Tax payments.

     "TAX CONTEST" means an audit, review, examination, dispute, suit, action,
litigation, or any other administrative or judicial proceeding by or against the
IRS or any other Taxing Authority with the purpose or effect of redetermining
Taxes of any of the Companies or their Affiliates (including any administrative
or judicial review of any claim for refund).

     "TAX ITEM" means, with respect to any Income Tax, any item of income, gain,
loss, deduction, or credit, recapture of credit or any other item that increases
or decreases Taxes paid or payable.

     "TAX LAW" means the law of any governmental entity or political subdivision
thereof relating to any Tax.

     "TAX PERIOD"' means, with respect to any Tax, the period for which the Tax
is reported as provided under the Code or other applicable Tax Law.

     "TAX RECORDS" means Tax Returns, Tax Return workpapers, documentation
relating to any Tax Contests, and any other books of account or records required
to be maintained under the Code or other applicable Tax Laws or under any record
retention agreement with any Taxing Authority.

     "TAX RETURN" means any report of Taxes due, any claims for refund of Taxes
paid, any information return with respect to Taxes, or any other similar report,
statement, declaration, or document required to be filed under the Code or other
Tax Law, including any attachments, exhibits, or other 

                                      -5-

<PAGE>
 
materials submitted with any of the foregoing, and including any amendments or
supplements to any of the foregoing.

     "TRANSACTIONS" means the Contributions and the Distribution as contemplated
by the Distribution Agreement.

     "TREASURY REGULATIONS" means the regulations promulgated from time to time
under the Code as in effect for the relevant Tax Period.

                                   SECTION II
                      Allocation of Income Tax Liabilities

     Section 2.1.    Federal, State, and Foreign Income Tax.  Except as         
                     --------------------------------------            
otherwise provided in this Agreement, Federal, State, and Foreign Income Tax
liability shall be allocated as follows:

          (a)        Pre-Distribution Periods. For each Pre-Distribution Period
ending prior to June 1, 1993, Federal, State, and Foreign Income Tax expense was
appropriately recorded on the separate company books for each member of the
Newco Group. For each Pre-Distribution Period beginning after May 31, 1993,
Newco's liability for any Federal, State, and Foreign Income Tax shall be
determined under the "Book-Tax Method." Under this method, Newco's liability for
Federal, State, and Foreign Income Tax is computed by applying each year's
overall effective Income Tax rate derived for the Newco Group to that year's
book income of each member of such group. Such method is followed for each Pre-
Distribution Period beginning after May 31, 1993. To the extent there is a net
Tax expense, Newco shall be liable for and shall pay NDC an amount equal to such
expense. To the extent there is a Tax benefit, NDC shall be liable for and shall
pay Newco an amount equal to such benefit. NDC shall be liable for all Federal,
State, and Foreign Income Tax for the Pre-Distribution Periods other than
amounts for which Newco is liable pursuant to this Section 2.1(a). NDC and Newco
previously have agreed to the amount of Newco's liability for Federal, State and
Foreign Income Tax for the Pre-Distribution Periods ending on or before May 31,
2000, under the Book-Tax Method. Such agreed Tax liability shall not be altered
except as a result of adjustments resulting from the audit of the Tax Returns
relating to such tax periods.

          (b)        Post-Distribution Periods. Newco shall be responsible for
all Federal, State, and Foreign Income Tax imposed on members of the Newco Group
with respect to all Post-Distribution Periods. NDC shall be responsible for all
Federal, State, and Foreign Income Tax imposed on members of the NDC Group with
respect to all Post-Distribution Periods.

     Section 2.2.    [Reserved]

     Section 2.3.    Other Taxes.  Except as otherwise provided in this
                     -----------                                       
Agreement, Newco shall be liable to and pay the applicable Taxing Authority any
Other Tax that is imposed on any member of the Newco Group and NDC shall be
liable to and pay the applicable Taxing Authority any Other Tax that is imposed
on any member of the NDC Group.

     Section 2.4.    Transaction Taxes.
                     ----------------- 

          (a)        General. Except as otherwise provided in this Section 2.4,
NDC shall be responsible for and pay any and all liability for Taxes resulting
from the Transactions. This shall include but shall not be limited to (i) any
sales and use, gross receipts, or other transfer Taxes imposed on the 

                                      -6-

<PAGE>
 
transfers occurring pursuant to the Transactions together with any Tax resulting
from any income or gain recognized under Treasury Regulation Sections 1.1502-13
or 1.1502-19 (or any corresponding provisions of other applicable Tax Laws) as a
result of the Transactions, and (ii) except as otherwise provided in Section
2.4(b), any Tax resulting from any income or gain recognized as a result of any
of the Transactions failing to qualify for tax-free treatment under Sections
351, 355, 361, 368, or other provisions of the Code (as contemplated in the IRS
Private Letter Ruling) or corresponding provisions of other applicable Tax Laws.

          (b)        Inconsistent Acts and Events. NDC or Newco, as the case may
be, shall be liable for, and shall indemnify and hold harmless the members of
the other Group from and against any liability for, any Restructuring Tax
(described in Sections 2.4(a) above) to the extent arising from (i) any breach
by such indemnifying party of the representations or covenants under Article IX,
(ii) any Tainting Act performed by such indemnifying party, (iii) the inaccuracy
of any factual statements or representations made by such indemnifying party in
connection with the IRS Private Letter Ruling, but only to the extent such
inaccuracy arises from facts in existence prior to the Distribution Date, or
(iv) any Section 355(e) Event with respect to the indemnifying party. A Section
355(e) Event with respect to an entity occurs if one or more persons acquire
directly or indirectly stock of such entity representing a 50% or greater
interest in such entity within the meaning of Section 355(e) of the Code.

     Section 2.5.    Calculation of Tax Liability.
                     ---------------------------- 

          (a)        [Reserved]

          (b)        The principles of Treasury Regulation Section 1.1502-76(b)
as reasonably interpreted and applied by the Companies shall apply in
determining whether a Tax Item is attributable to a Tax Period provided that (i)
no election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii)
(relating to ratable allocation of a year's item), and (ii) if the Distribution
Date is not an Accounting Cutoff Date, the provisions of Treasury Regulation
Section 1.1502-76(b)(2)(iii) will be applied to ratably allocate the items
(other than extraordinary items) for the month that includes the Distribution
Date.

          (c)        In determining the apportionment of Tax Items between Pre-
Distribution Periods and Post-Distribution Periods, any Tax Items relating to
the Transactions shall be treated as an extraordinary item described in Treasury
Regulation Section 1.1502-76(b)(2)(ii)(C) and shall be allocated to Pre-
Distribution Periods, and any Taxes related to such items shall be treated under
Treasury Regulation Section 1.1502-76(b)(2)(iv) as relating to such
extraordinary item and shall be allocated to Pre-Distribution Periods.

     Section 2.6.    Tax Payments and Intercompany Billings.  After the
                     --------------------------------------            
Distribution Date, each Company shall pay the Taxes allocated to it by this
Article II either to the applicable Taxing Authority or to the other Company in
accordance with Article V.

                                  ARTICLE III
                     Preparation and Filing of Tax Returns

     Section 3.1.    General.  Except as otherwise provided in this Article III,
                     -------                                                    
Income Tax Returns shall be prepared and filed when due (including extensions)
by the person obligated to file such Tax Returns under the Code or applicable
Tax Law.  The Companies shall provide, and shall cause their 

                                      -7-

<PAGE>
 
Affiliates to provide, assistance and cooperation with one another in accordance
with Article VI with respect to the preparation and filing of Tax Returns,
including providing information required to be provided in Article VI.

    Section 3.2.    Pre-Distribution Period and Straddle Period Tax Returns.
                    -------------------------------------------------------  
All Income Tax Returns required to be filed for Pre-Distribution Periods or
Straddle Periods, shall be:

          (i)       prepared and filed by NDC, in the case of any Consolidated
or Combined Income Tax Return; and

          (ii)      prepared and filed, or caused to be prepared and filed, by
the Company to which such Tax Return relates in all other cases.

Newco shall, for each Tax Period or portion thereof for which Newco or a member
of the Newco Group is included in a Tax Return described in clause (i) of the
preceding sentence, provide NDC with (A) a true and correct pro forma Tax Return
for the Newco Group together with an accompanying computation of Tax liability
of the Group prepared in accordance with the Book-Tax Method, (B) separate pro
forma Tax Returns for each member of the Newco Group together with accompanying
computations of the separate Tax Return Tax liabilities of each member of the
Group, and (C) a reconciliation of book income to Federal taxable income for
each member of the Newco Group.  Newco hereby agrees to use its best efforts to
provide NDC with such returns and computations no later than the first day of
the sixth month following the end of the period to which such returns and
computations relate, but in any event shall provide such returns and
computations to NDC no later than the fifteenth day of the sixth month following
the end of the period to which such returns and computations relate.  Newco, in
preparing the above mentioned pro forma Tax Returns for its Group, shall not
consider or give effect to any (i) net operating loss carryover or carryback,
(ii) capital loss carryover or carryback, (iii) excess charitable deduction
carryover, (iv) excess tax carryover or carryback, or (v) other similar
carryback or carryback item.

    Section 3.3.     Post-Distribution Period Tax Returns.  Except as otherwise
                     ------------------------------------                      
provided in Section 3.2 with respect to Straddle Period Tax Returns:

          (i)        All Tax Returns related to Newco or the Newco Group for
Post-Distribution Periods shall be prepared and filed (or caused to be prepared
and filed) by Newco; and

          (ii)       All Tax Returns related to NDC or the NDC Group for Post-
Distribution Periods shall be prepared and filed (or caused to be prepared and
filed) by NDC.

     Section 3.4.    Tax Accounting Practices.
                     ------------------------ 

          (a)        General Rule. Except as otherwise provided in this Section
3.4, any Income Tax Return for any Pre-Distribution Period or any Straddle
Period, and any Income Tax Return for any Post-Distribution Period to the extent
items reported on such Tax Return might reasonably affect items reported on any
Tax Return for any Pre-Distribution Period or any Straddle Period, shall be
prepared in accordance with past Tax accounting practices used with respect to
the Tax Returns in question (unless such past practices are no longer
permissible under the Code or other applicable Tax Law), and to the extent any
items are not covered by past practices (or in the event such past practices are
not longer 

                                      -8-

<PAGE>
 
permissible under the Code or other applicable Tax Law), in accordance with
reasonable Tax accounting practice selected by the Responsible Company.

          (b)       Reporting of Transaction Tax Items. The tax treatment
reported on any Tax Return of Tax Items relating to the Transaction shall be
consistent with the treatment of such item in the IRS Private Letter Ruling. To
the extent there is a Tax Item relating to the Transactions that is not covered
by the IRS Private Letter Ruling, the tax treatment of such Tax Items on a Tax
Return shall be determined by the Responsible Company with respect to such Tax
Return, provided (i) there is a reasonable basis for such tax treatment and (ii)
such tax treatment is not inconsistent with the tax treatment contemplated in
the IRS Private Letter Ruling. Such Tax Return shall be submitted for review
pursuant to Section 3.5(a), and any dispute regarding such proper tax treatment
shall be referred for resolution pursuant to Article XIII sufficiently in
advance of the filing date of such Tax Return (including extensions) to permit
timely filing of the return.

     Section 3.5.   Right to Review Tax Returns.
                    --------------------------- 

          (a)       General. The Responsible Company with respect to any Tax
Return shall make such Tax Return and related Tax Records available for review
by the other Company, if requested, to the extent (i) such Tax Return relates to
Taxes for which the requesting party may be liable, (ii) such Tax Return relates
to Taxes for which the requesting party may be liable in whole or in part for
any additional Taxes owing as a result of adjustments to the amount of Taxes
reported on such Tax Return, (iii) such Tax Return relates to Taxes for which
the requesting party may have a claim for Tax Benefits under this Agreement, or
(iv) the requesting party reasonably determines that it must inspect such Tax
Return to confirm compliance with the terms of this Agreement. The Responsible
Company shall use its reasonable best efforts to make such Tax Return and Tax
Records available for review as required under this paragraph sufficiently in
advance of the due date for filing such Tax Returns to provide the requesting
party with a meaningful opportunity to analyze and comment on such Tax Returns
and have such Tax Returns modified before filing, taking into account the person
responsible for payment of the Tax (if any) reported on such Tax Return and the
materiality of the amount of Tax liability with respect to such Tax Return. The
Companies shall attempt in good faith to resolve any issues arising out of the
review of such Tax Returns or Tax Records.

          (b)       Execution of Returns Prepared by Other Party. In the case of
any Tax Return that is required to be prepared and filed by one Company under
this Agreement and that is required by law to be signed by another Company (or
by its authorized representative), the Company that is legally required to sign
such Tax Return shall not be required to sign such Tax Return under this
Agreement if there is no reasonable basis for the tax treatment of any material
items reported on the Tax Return. Any such Tax Return shall be supplied by the
Company responsible for its preparation and filing to the Company responsible
for its signing at least five days prior to the due date of such Tax Return
(including applicable extensions) and such signing Company shall deliver an
executed copy of such Tax Return to the filing Company at least two days prior
to the due date of such Tax Return (including applicable extensions).

                                      -9-

<PAGE>
 
                                   ARTICLE IV
                     Refunds, Carrybacks, and Tax Benefits

     Section 4.1.   [Reserved]

     Section 4.2.   Claims for Refund, Carrybacks, and Self-Audit Adjustments
                    ---------------------------------------------------------
("Adjustment Requests").
----------------------- 

          (a)       Consent Required for Adjustment Requests Related to
Consolidated or Combined Income Tax Returns. Except as provided in paragraph (b)
below, each of the Companies hereby agrees that, unless the other Company
consents in writing, which consent shall not be unreasonably delayed or
withheld, no Adjustment Request shall be filed with respect to any Consolidated
or Combined Tax Return that included the Newco Group for a Pre-Distribution
Period and affects the Newco Group Tax liability. Any Adjustment Request which
the Companies consent to make under this Section 4.2 shall be prepared and filed
by the Responsible Company under Sections 3.2 and 3.3 for the Tax Return to be
adjusted. The Company requesting the Adjustment Request shall provide to the
Responsible Company all information required for the preparation and filing of
such Adjustment Request in such form and detail as reasonably requested by the
Responsible Company.

          (b)       Exception for Adjustment Requests Related to Audit
Adjustments. Each Company shall be entitled, without the consent of the other
Company, to require NDC to file an Adjustment Request to take into account any
net operating loss, net capital loss, deduction, credit, or other adjustment
attributable to such Company or any member of its Group corresponding to any
adjustment resulting from any audit by the Internal Revenue Service or other
Taxing Authority with respect to Consolidated or Combined Income Tax Returns for
any Pre-Distribution Period. In addition, NDC shall be entitled to require Newco
to file a corresponding Adjustment Request with respect to Separate Company
Taxes for any Pre-Distribution Periods.

          (c)       Other Adjustment Requests Permitted. Nothing in this Section
4.2 shall prevent any Company or its Affiliates from filing any Adjustment
Request with respect to Tax Returns that are not Consolidated or Combined Income
Tax Returns or with respect to any other Taxes; provided, however, that neither
Company shall file an amended Tax Return with respect to Separate Company or
Other Taxes for which the other Company is liable under this Agreement without
the written consent of such other Company (which consent shall not be
unreasonably withheld). If any refund or credit is obtained as a result of any
such Adjustment Request (or otherwise), the parties shall recalculate the
amounts that would have been paid under this Agreement based on the changes
resulting in such refund or credit, and shall make such payments between them as
necessary to place each in the position it would have been in had the payments
made under this Agreement originally been made based on such changes.

          (d)       Payment of Refunds and other Tax Benefits. Except as set
forth in Section 4.2(e), any refunds or other Tax Benefits received by either
Company (or any of its Affiliates) as a result of any Adjustment Request that
are for the account of the other Company (or member of such other Company's
Group) shall be paid by the Company receiving (or whose Affiliate received) such
refund or Tax Benefit to such other Company in accordance with Article V.
Notwithstanding any other provision set forth in this Section 4.2, NDC is
entitled to receive the full amount of any refund resulting from the claims for
refund previously filed with the IRS for the May 1987 through May 1990 Tax
Periods to obtain an investment tax credit under Section 204(a)(7) of the Tax
Reform Act of 1986 (Pub. L. No. 99-514, 100 Stat. 2085) and now docketed in the
United States Court of Federal Claims, Nos. 97-23T and 

                                      -10-

<PAGE>
 
97-580T ("ITC Refund"). In the event that the ITC Refund results in a recapture
of depreciation deductions previously claimed on a NDC Federal Consolidated
Return prior to the Distribution Date, the effect of such reductions shall be
borne by NDC notwithstanding any other provision contained in this Agreement.

          (e)       Ordering of and Payment for Carrybacks.

                    (i)     In the event that a member of the NDC Group, on
the one hand, and a member of the Newco Group, on the other hand, are each
entitled to carryback a Tax Item to a Pre-Distribution Period, the respective
Tax Items shall be used under the rules of applicable Tax Law (which shall be,
in the case of Carrybacks to such Tax Periods of the Affiliated Group of which
NDC is the common parent, the rules contained in Treasury Regulation Section
1.1502-21).

                    (ii)    Any Tax refund or other Tax Benefit resulting from
the Carryback of any member of one Group (the "Carryback Group") of any Tax Item
arising after the Distribution Date to a Pre-Distribution Period shall be for
the account of the Carryback Group (and in the event Newco Group is the
Carryback Group, then upon receipt of the Tax refund or other Tax Benefit NDC
shall pay to Newco the amount of such Tax refund or other Tax Benefit);
provided, however, that if at the time of the use of the Carryback Items of a
member of the Carryback Group, a member of the other Group (the "Other Group")
possesses Carryback Tax Items which, but for the ordering rule set forth in (i)
above, would have been available to be used (the "Other Group Carryback") in
lieu of the Carryback Group's Tax Items, then (but only to the extent of the
Other Group Carryback) the Carryback Group shall not be entitled to payment of
the amount of such Tax refund or Tax Benefit until the earlier of (x) the date
on which a member of the Other Group claims the Other Group Carryback on a Tax
Return or (y) the date on which a member of the Carryback Group would have been
able to use the Carryback had it not been claimed with respect to the Pre-
Distribution Period Tax Return.

                    (iii)   In the event the Carryback of Tax Items of a member
of the NDC Group, or the Newco Group, as the case may be, does not result in a
Tax refund, due to an offsetting Tax adjustment to a member of the Other Group,
then the Other Group shall promptly pay the amount of any decrease in Tax
liability resulting from the Carryback claim; provided, however, that in the
event the Other Group possesses Carryback Item which, but for the ordering rules
set forth in (i) above would have been available to be used in lieu of the
Carryback Group's Items, then (but only to the extent of the Other Group
Carryback), the other Group shall not be required to pay the amount of such
decrease in Tax liability to the Carryback Group until the earlier of (x) the
date on which a member of the Other Group claims the Other Group Carryback on a
Tax Return or (y) the date on which a member of the Carryback Group would have
been able to utilize the Carryback had it not been claimed with respect to the
Pre-Distribution Period Tax Return.

     Section 4.3.   Adjustment of Tax Items.  In the event that the Carryback
                    -----------------------                                  
of Tax Items of one Group, or a Tax adjustment attributable to such Group under
the terms of this Agreement, results in the disallowance or limitation of Tax
Items claimed on the Tax Return as filed, the Carryback Group shall be
responsible for any increase in Tax liability resulting from the disallowance or
limitation of Tax attributes; provided, however, that in the event the
disallowance or limitation of Tax attributes results in a Tax Benefit resulting
from the use of such Tax attributes in another Tax Period, such Tax Benefit
shall be deemed to be for the account of the Carryback Group for such purposes
of this Agreement.

                                      -11-

<PAGE>
 
     Section 4.4.   Adjustments on Audit.  If, upon examination by any Taxing
                    --------------------                                     
Authority of any Tax Return including a member of the NDC Group or Newco Group
for any Tax Period, any item of deduction, credit or expense is disallowed for
which NDC is or may be liable for Taxes hereunder (or an item of income is
required to be recognized on a Tax Return which was not reported on such Tax
Return), in either such case resulting in a Tax detriment suffered by the NDC
Group, and such disallowance (or recognition) results in a Tax Benefit to the
Newco Group (with respect to that Tax Period or another Tax Period), then Newco
shall pay to NDC the amount of such Tax Benefit that is realized in the form of
an actual reduction in Tax (which shall be computed by comparing the Tax which
would have been owed by Newco but for the item giving rise to the Tax Benefit
with the Tax owed by Newco taking such item into account) provided, however,
that in no case will the amount that Newco is required to pay to NDC with
respect to such Tax Benefit exceed the corresponding Tax detriment to NDC
(reduced by payments previously made by Newco to NDC with respect to such Tax
Benefit).  Any payment required to be made hereunder shall be made in accordance
with Section 5.10.  The provisions of this Section 4.4 shall apply in the same
manner where an item of deduction, credit, or expense is disallowed for which
Newco is or may be liable for Taxes hereunder (or any item of income is required
to be recognized on a Tax Return which was not reported on such Tax Return) as
where the NDC Group suffers such a detriment.  For avoidance of doubt, any
payment required to be made by NDC to the Newco Group under this Section 4.4
shall, to the extent applicable, be deemed as an offset to amounts owing by
Newco to NDC under Section 2.1 hereof.

     Section 4.5    Dual Consolidated Losses.  Each of the Companies acknowledge
                    ------------------------                                    
that NDC used the existing Dual Consolidated Losses of NDC Holdings (UK) Ltd.
and Global Payment Systems LLC (both of which are members of the Newco Group)
during the taxable years ended May 31, 1989, through May 31, 1999, in accordance
with Treasury Regulation Section 1.1503-2(g). Each of the Companies acknowledge
that the Distribution will be a triggering event requiring the recapture of such
Dual Consolidated Losses but for compliance with Treasury Regulation Section
1.1503-2(g)(2)(iv)(B)(2).  To avoid such recapture, each of the Companies shall
cooperate (and cause their respective Affiliates to cooperate) with each other
and with each other's agents (including accounting firms and legal counsel), as
provided in Article VI, to obtain a Closing Agreement with the Internal Revenue
Service with respect to the Dual Consolidated Losses of NDC Holdings (UK) Ltd.
and Global Payment Systems LLC as required under Treasury Regulation Section
1.1503-2(g)(2)(iv)(B)(2)(i) and to satisfy all other requirements of such
Regulation prior to the filing of the Federal Income Tax Returns applicable to
the year in which the Distribution occurred.

                                   ARTICLE V
                     Tax Payments and Intercompany Billings

     Section 5.1.   Payment of Taxes With Respect to NDC Federal Consolidated
                    ---------------------------------------------------------
Returns.  In the case of any NDC Federal Consolidated Return:
-------                                                      

          (a)       Computation and Payment of Tax Due. At least ten business
days prior to any Payment Date, NDC shall compute the amount of Tax required to
be paid to the Internal Revenue Service (taking into account the requirements of
Section 3.4 relating to consistent accounting practices) with respect to such
Tax Return on such Payment Date and shall notify Newco in writing of the amount
of Tax required to be paid on such Payment Date. NDC will pay such amount to the
Internal Revenue Service on or before such Payment Date.

                                      -12-

<PAGE>
 
          (b)       Computation and Payment of Newco Liability With Respect to
Tax Due. Within 30 days following any Payment Date, Newco will pay to NDC the
excess (if any) of:

                    (i)     the amount of liability determined as of such
Payment Date with respect to the applicable Tax Period allocable to Newco in a
manner consistent with the provisions of Section 2.1, over

                    (ii)    the amount equal to the cumulative net payments with
respect to such Tax Return prior to such Payment Date made by Newco or members
of its Group.

If the amount in clause (ii) above is greater than the amount in clause (i)
above as of any Payment Date, then NDC shall pay such excess to Newco within 30
days following the Payment Date.

          (c)       Interest on Intergroup Tax Allocation Payments. In the case
of any payments to NDC required under paragraph (b) of this Section 5.1, Newco
also shall pay to NDC an amount of interest computed at the Prime Rate on the
amount of the payment required based on the number of days from the applicable
Payment Date until the date of Newco's subsequent payment. In the case of any
payments by NDC required under paragraph (b) of this Section 5.1, NDC also shall
pay to Newco an amount of interest computed at the Prime Rate on the amount of
the payment required based on the number of days from the applicable Payment
Date until the date of NDC's subsequent payment of such amount to Newco.

     Section 5.2.   Payment of Federal Income Tax Related to Adjustments.
                    ---------------------------------------------------- 

          (a)       Adjustments Resulting in Underpayments. NDC shall pay to the
Internal Revenue Service when due any additional Federal Income Tax required to
be paid as a result of any adjustment to the Tax liability with respect to any
NDC Federal Consolidated Return. Newco shall pay to NDC an amount that is
attributable to a permanent Tax Item and that is allocable to Newco under
Section 2.1 within 30 days from the later of (i) the date the additional Tax was
paid by NDC or (ii) the date of receipt by Newco of a written notice and demand
from NDC for payment of the amount due, accompanied by evidence of payment and a
statement detailing the Taxes paid and describing in reasonable detail the
particulars relating thereto. Any payments required under this Section 5.2(a)
shall include interest computed at the Prime Rate based on the number of days
from the date the additional Tax was paid by NDC to the date of the payment
under this Section 5.2(a).

          (b)       Adjustments Resulting in Overpayments. Within 30 days of
receipt by NDC of any Tax Benefit resulting from any adjustment to the Tax
liability with respect to any NDC Federal Consolidated Return, NDC shall pay to
Newco its share of any such Tax Benefit that is attributable to a permanent Tax
Item, as determined in accordance with the principles of Section 2.1 and Article
IV. Any payments required under this Section 5.2(b) shall include interest
computed at the Prime Rate based on the number of days from the date the Tax
Benefit was received by NDC to the date of payment to Newco under this Section
5.2(b).

     Section 5.3.   Payment of State Income Tax Relating to Pre-Distribution
                    --------------------------------------------------------
Periods.
------- 

          (a)       Computation and Payment of Tax Due. At least three business
days prior to any Payment Date for any Tax Return with respect to any State
Income Tax relating to a Pre-Distribution Period, the Responsible Company shall
compute the amount of Tax required to be paid to the applicable

                                      -13-

<PAGE>
 
Taxing Authority (taking into account the requirements of Section 3.4 relating
to consistent accounting practices) with respect to such Tax Return on such
Payment Date and:

               (i)  If such Tax Return is with respect to a Consolidated or
Combined State Income Tax, the Responsible Company shall, if NDC is not the
Responsible Company with respect to such Tax Return, notify NDC in writing of
the amount of Tax required to be paid on such Payment Date. NDC will pay such
amount to such Taxing Authority on or before such Payment Date.

               (ii) If such Tax Return is with respect to a Separate Company
Tax, the Responsible Company shall, if it is not the Company liable for the Tax
reported on such Tax Return, notify the Company liable for such Tax in writing
of the amount of Tax required to be paid on such Payment Date. The Company
liable for such Tax will pay such amount to such Taxing Authority on or before
such Payment Date.

          (b)  Computation and Payment of Newco Liability With Respect to Tax
Due. Within 30 days following the due date (including extensions) for filing any
Tax Return for any Consolidated or Combined State Income Tax (excluding any Tax
Return with respect to payment of estimated Taxes or Taxes due with a request
for extension of time to file) relating to a Pre-Distribution Period, Newco
shall pay to NDC the Tax liability allocable to Newco as determined by NDC under
the provisions of Section 2.1 and Article IV, plus interest computed at the
Prime Rate on the amount of the payment based on the number of days from the due
date (including extensions) to the date of payment by Newco to NDC.

     Section 5.4. Payment of State Income Taxes Related to Adjustments.
                  ---------------------------------------------------- 

          (a)  Adjustments Resulting in Underpayments. NDC shall pay to the
applicable Taxing Authority when due any additional State Income Tax required to
be paid as a result of any adjustment to the Tax liability with respect to any
Tax Return for any Consolidated or Combined State Income Tax for any Pre-
Distribution Period. Newco shall pay to NDC its respective share of any such
additional Tax payment that is attributable to a permanent Tax Item determined
in accordance with Section 2.1 and Article IV within 30 days from the later of
(i) the date the additional Tax was paid by NDC or (ii) the date of receipt by
Newco of a written notice and demand from NDC for payment of the amount due,
accompanied by evidence of payment and a statement detailing the Taxes paid and
describing in reasonable detail the particulars relating thereto. Newco also
shall pay to NDC interest on its respective share of such Tax computed at the
Prime Rate based on the number of days from the date the additional Tax was paid
by NDC to the date of its payment to NDC under this Section 5.4(a).

          (b)  Adjustments Resulting in Overpayments. Within 30 days of receipt
by NDC of any Tax Benefit resulting from any adjustment to the Tax liability
with respect to any Tax Return for any Consolidated or Combined State Income Tax
for any Pre-Distribution Period, NDC shall pay to Newco its share of any such
Tax Benefit that is attributable to a permanent Tax Item, as determined in
accordance with the principles of Section 2.1 and Article IV. Any payments
required under this Section 5.4(b) shall include interest computed at the Prime
Rate based on the number of days from the date the Tax Benefit was received by
NDC to the date of payment under this Section 5.4(b).

     Section 5.5. Payment of Separate Company Taxes and Other Taxes. Each
                  -------------------------------------------------       
Company shall pay, or shall cause to be paid, to the applicable Taxing Authority
when due all Separate Company Taxes and Other Taxes owed by such Company or a
member of such Company's Group.

                                      -14-

<PAGE>
 
     Section 5.6. Indemnification Payments.  If any Company (the "payor") is
                  ------------------------                                  
required to pay to a Taxing Authority a Tax that another Company (the
"responsible party") is required to pay to such Taxing Authority under this
Agreement, the responsible party shall reimburse the payor within 30 days of
delivery by the payor to the responsible party of an invoice for the amount due,
accompanied by evidence of payment and a statement detailing the Taxes paid and
describing in reasonable detail the particulars relating thereto. The
reimbursement shall include interest on the Tax payment computed at the Prime
Rate based on the number of days from the date of the payment to the Taxing
Authority to the date of reimbursement under this Section 5.6.

     Section 5.7. [Reserved]

     Section 5.8. Payment of Refunds and Other Tax Benefits.
                  ----------------------------------------- 

          (a)  Except as otherwise provided in this Agreement, if a member of
one Group receives a Tax refund or other Tax Benefit with respect to Taxes for
which a member of the other Group is liable hereunder, the Company receiving
such Tax refund shall make a payment to the Company who is liable for such Taxes
hereunder within 30 days following the receipt of the Tax refund in an amount
equal to such Tax refund, plus interest on such amount computed at the Prime
Rate based on the number of days from the date of receipt of the Tax refund to
the date of payment under this Section 5.8. Notwithstanding any other provision
set forth in Section 5.8, NDC is entitled to receive the full amount of the ITC
Refund as defined in Section 4.2(d) and shall bear the effect of any recapture
of depreciation deductions resulting from such refund.

          (b)  In the event one Group is reimbursed for its payment of a Tax
liability of the other Group, the amount of such reimbursement shall be computed
net of any Tax Benefit realized by the reimbursed Group as the result of payment
of the other Group's Tax liability.

     Section 5.9.  Payment for Carrybacks. Each Company shall pay the other
                   ----------------------                                   
Company for Carrybacks in accordance with Section 4.2(e). Any such payment shall
include interest at the Prime Rate based on the number of days from the date the
Company is required to make the payment under Section 4.2(e) to the date the
Company actually makes the payment.

     Section 5.10. Payment for Adjustments on Audit. Any payment required
                   --------------------------------                       
under Section 4.4 shall be made within 30 days of the due date (including any
extensions) of the Tax Return on which the Tax Benefit described in that section
is claimed. Such payment shall include interest computed at the Prime Rate based
on the number of days from such due date to the date the payment is made.

     Section 5.11. Interest Netting. Each of the NDC Group and the Newco Group
                   ----------------                                            
shall be entitled to avail itself of the benefits of the interest netting
provisions contained in Revenue Procedures 99-43 and 2000-26 and any subsequent
published guidance with respect to federal income tax refunds and deficiencies
for which it is liable under this Agreement. If one of the Groups has a net
overpayment of income tax for one or more years after application of any
underpayments of that Group from other years, and the other Group has a net
underpayment of income for one or more years after application of any
overpayments of that Group from other years, then the interest netting provision
shall be applied to offset such net overpayment against such net underpayment to
the maximum extent possible in order to realize the benefits of the interest
netting provisions. The interest-savings resulting from any offset of a net
overpayment of one Group against a net underpayment of the other Group shall be
shared equally between the NDC Group and the Newco Group.

                                      -15-

<PAGE>
 
                                  ARTICLE VI
                          Assistance and Cooperation

     Section 6.1.  General. Each of the Companies shall cooperate (and cause
                   -------                                                   
their respective Affiliates to cooperate) with each other and with each other's
agents, including accounting firms and legal counsel, in connection with Tax
matters relating to the Companies and their Affiliates including (i) preparation
and filing of Tax Returns, (ii) determining the liability for and amount of any
Taxes due (including estimated Taxes) or the right to and amount of any refund
of Taxes, (iii) examinations of Tax Returns, (iv) any administrative or judicial
proceeding in respect of Taxes assessed or proposed to be assessed and (v)
complying with Treasury Regulation Section 1.1503-2(g)(2)(iv)(B)(2) to avoid any
recapture of the Dual Consolidated Losses of NDC Holdings (UK) Ltd. and Global
Payment Systems LLC. Such cooperation shall include making all information and
documents in their possession relating to the other Companies and their
Affiliates available to such other Companies as provided in Article VII. Each of
the Companies also shall make available to each other, as reasonably requested
and available, personnel (including officers, directors, employees, and agents
of the Companies or their respective Affiliates) responsible for preparing,
maintaining, and interpreting information and documents relevant to Taxes, and
personnel reasonably required as witnesses or for purposes of providing
information or documents in connection with any administrative or judicial
proceedings relating to Taxes. Any information or documents provided under this
Article VI shall be kept confidential by the Company receiving the information
or documents, except as may otherwise be necessary in connection with the filing
of Tax Returns or in connection with any administrative or judicial proceedings
relating to Taxes.

     Section 6.2.  Income Tax Return Information. Each Company will provide
                   -----------------------------                            
to each other Company information and documents relating to their respective
Groups required by the other Companies to prepare Tax Returns. The Responsible
Company shall determine a reasonable compliance schedule for such purpose in
accordance with past practices. Any additional information or documents the
Responsible Company requires to prepare such Tax Returns will be provided in
accordance with past practices, if any, or as the Responsible Company reasonably
requests and in sufficient time for the Responsible Company to file such Tax
Returns timely.

                                  ARTICLE VII
                                  Tax Records

     Section 7.1.  Retention of Tax Records. Except as provided in Section
                   ------------------------                                
7.2, each Company shall preserve and keep all Tax Records exclusively relating
to the assets and activities of their respective Groups for Pre-Distribution Tax
Periods, and NDC shall preserve and keep all other Tax Records relating to Taxes
of the Groups for Pre-Distribution Tax Periods, for so long as the contents
thereof may become material in the administration of any matter under the Code
or other applicable Tax Law, but in any event until the later of (i) the
expiration of any applicable statutes of limitation, as extended, and (ii) seven
years after the Distribution Date. If, prior to the expiration of the applicable
statute of limitation and such seven-year period, a Company reasonably
determines that any Tax Records that it is required to preserve and keep under
this Article VII are no longer material in the administration of any matter
under the Code or other applicable Tax Law, such Company may dispose of such
records upon 90 days prior written notice to the other Company. Such notice
shall include a list of the records to be disposed of describing in reasonable
detail each file, book, or other record accumulation being disposed. The
notified Company shall have the opportunity, at its cost and expense, to copy or
remove, within such 90-day period, all or any part of such Tax Records.

                                      -16-

<PAGE>
 
     Section 7.2.  State Income Tax Returns. Tax Returns with respect to
                   ------------------------                              
State Income Taxes and workpapers prepared in connection with preparing such Tax
Returns shall be preserved and kept, in accordance with the guidelines of
Section 7.1, by the Company responsible for preparing and filing the applicable
Tax Return.

     Section 7.3.  Access to Tax Records. The Companies and their respective
                   ---------------------                                     
Affiliates shall make available to each other for inspection and copying during
normal business hours upon reasonable notice all Tax Records in their possession
to the extent reasonably requested by the other Company in connection with the
preparation of Tax Returns, audits, litigation, or the resolution of items under
this Agreement.

                                 ARTICLE VIII
                                 Tax Contests

     Section 8.1.  Notice. Each of the parties shall provide prompt notice to
                   ------                                                     
the other party of any pending or threatened Tax audit, assessment, or
proceeding or other Tax Contest of which it becomes aware related to Taxes for
Tax Periods for which it is indemnified by the other party hereunder. Such
notice shall contain factual information (to the extent known) describing any
asserted Tax liability in reasonable detail and shall be accompanied by copies
of any notice and other documents received from any Taxing Authority in respect
of any such matters. If an indemnified party has knowledge of an asserted Tax
liability with respect to a matter for which it is to be indemnified hereunder
and such party fails to give the indemnifying party prompt notice of such
asserted Tax liability, then (i) if the indemnifying party is precluded from
contesting the asserted Tax liability in any forum as a result of the failure to
give prompt notice, the indemnifying party shall have no obligation to indemnify
the indemnified party for any Taxes arising out of such asserted Tax liability,
and (ii) if the indemnifying party is not precluded from contesting the asserted
Tax liability in any forum, but such failure to give prompt notice results in a
monetary detriment to the indemnifying party, then any amount which the
indemnifying party is otherwise required to pay the indemnified party pursuant
to this Agreement shall be reduced by the amount of such detriment.

     Section 8.2.  Control of Tax Contests. Each Company shall have full
                   -----------------------                               
responsibility and discretion in handling, settling, or contesting any Tax
Contest involving a Tax for which it is liable pursuant to Article II of this
Agreement. If a Tax Contest proceeding involves both (a) one or more issues for
which NDC is liable under this Agreement and (b) one or more issues for which
Newco is liable under this Agreement, then NDC and Newco shall cooperate with
each other to allow each party to conduct the Tax Contest with respect to those
issues for which such party is liable. Furthermore, NDC may participate in any
Tax Contest with respect to Restructuring Taxes regardless of whether it has
liability or indemnification obligations with respect to such Taxes under this
Agreement.

                                  ARTICLE IX
                            No Inconsistent Actions

     Section 9.1   Each of the Companies covenants and agrees that it will not
take any action, and it will cause its Affiliates to refrain from taking any
action, which may be inconsistent with the Tax treatment of the Transactions as
contemplated in the IRS Private Letter Ruling (any such action is referred to in
this Article IX as a "Tainting Act"), unless (i) the Company or Affiliate
thereof proposing such Tainting Act (the "Requesting Party") either (A) obtains
a ruling with respect to the Tainting Act

                                      -17-

<PAGE>
 
from the Internal Revenue Service or other applicable Taxing Authority that is
reasonably satisfactory to the other Company (the "Requested Party") (except
that the Requesting Party shall not submit any such ruling request if a
Requested Party determines in good faith that filing such request might have a
materially adverse effect upon such Requested Party), or (B) obtains an
unqualified opinion reasonably acceptable to each Requested Party of independent
nationally recognized tax counsel acceptable to each Requested Party, on a basis
of assumed facts and representations consistent with the facts at the time of
such action, that such Tainting Act will not affect the Tax treatment of the
Transactions as contemplated in the IRS Private Letter Ruling, and (ii) each
Requested Party consents in writing to such Tainting Act, which consent shall
not be unreasonably withheld. Without limiting the foregoing:

          (a)  Specified Actions. During the two year period following the
Distribution Date, unless clause (i) and (ii) of the preceding paragraph are
satisfied with respect to the applicable action, no Company or its Affiliate
will (A) liquidate or merge with or into any other corporation (other than a
merger which results in the outstanding stock of such Company or its Affiliates
immediately before the merger continuing to represent at least fifty-five (55)
percent of the outstanding voting stock and non-voting stock of the merged
corporations after the transaction); (B) issue more than thirty-five (35)
percent, by vote or value, of its capital stock in one or more transactions; (C)
redeem, purchase, or otherwise reacquire its capital stock in one or more
transactions, except to the extent such redemption, purchase, or reacquisition
meets the requirements of Section 4.05(1)(b) of Revenue Procedure 96-30, 1996-1
C.B. 696; (D) sell, exchange, distribute, or otherwise dispose of, other than in
the ordinary course of business, more than forty (40) percent of the assets
constituting the trades or businesses relied upon in the IRS Private Letter
Ruling to satisfy Section 355(b) of the Code; (E) discontinue or cause to be
discontinued the active conduct of the trades or businesses relied upon in the
IRS Private Letter Ruling to satisfy Section 355(b) of the Code; or (F) engage
in any Section 355(e) Event, as defined in Section 2.4(b) of this Agreement.

          (b)  No Inconsistent Plan or Intent. Each of the Companies represents
and warrants that neither it nor any of its Affiliates has any plan or intent to
take any action which is inconsistent with any factual statements or
representations in the IRS Private Letter Ruling.

          (c)  Section 355(e) Covenant. Without in any manner limiting Section
9.1(a) or (b) immediately above, each of NDC and Newco covenants and agrees
that, during the two-year periods ending on and beginning on the Distribution
Date, unless clause (a) or (b) of Section 9.1 of this Agreement is satisfied
with respect to the applicable action, it will not enter into any negotiations,
agreements, or arrangements with respect to transactions or events (including
stock issuances, option grants, capital contributions, or acquisitions), which
may cause the Distribution to be treated as part of a plan pursuant to which one
or more persons acquire directly or indirectly NDC or Newco stock, as the case
may be, representing a "50 percent or greater interest" within the meaning of
Section 355(e)(4) of the Code.

          (d)  Amended or Supplemental Rulings. Each of the Companies covenants
and agrees that it will not file, and it will cause its Affiliates to refrain
from filing, any amendment or supplement to the IRS Private Letter Ruling
request with respect to the Transactions subsequent to the Distribution Date
without the consent of the other Companies, which consent shall not be
unreasonably withheld.

     Section 9.2   Notwithstanding anything to the contrary in this Agreement,
each Company shall be solely liable for, and shall indemnify and hold harmless
the other Company from any Restructuring

                                      -18-

<PAGE>
 
Tax resulting from a Tainting Act by such first Company or its Affiliates,
regardless of whether clause (a) or (b) of Section 9.1 was satisfied with
respect to such Tainting Act.

                                   ARTICLE X
                            Survival of Obligations

     The representations, warranties, covenants, and agreements set forth in
this Agreement shall be unconditional and absolute and shall remain in effect
without limitation as to time.

                                  ARTICLE XI
                               Employee Matters

     Each of the Companies agrees to utilize, or cause its Affiliates to
utilize, the alternate procedure set forth in Section 5 of Revenue Procedure 96-
60, 1996-2 C.B. 399, with respect to wage reporting.

                                  ARTICLE XII
                      Treatment of Payments; Tax Gross Up

     Section 12.1.  Treatment of Tax Indemnity and Tax Benefit Payments. In the
                    ---------------------------------------------------         
absence of any change in Tax treatment under the Code or other applicable Tax
Law, any Tax indemnity payments or Tax Benefit payments made by a Company under
Article V shall be reported for Tax purposes by the payor and the recipient as
distributions or capital contributions, as appropriate, occurring immediately
before the Distribution on the Distribution Date.

     Section 12.2.  Tax Gross Up. If, notwithstanding the manner in which Tax
                    ------------                                              
indemnity payments and Tax Benefit payments were reported, there is an
adjustment to the Tax liability of a Company as a result of its receipt of a
payment pursuant to this Agreement, such payment shall be appropriately adjusted
so that the amount of such payment, reduced by the amount of all Income Taxes
payable with respect to the receipt thereof (but taking into account all
correlative Tax Benefits resulting from the payment of such Income Taxes), shall
equal the amount of the payment which the Company receiving such payment would
otherwise be entitled to receive pursuant to this Agreement.

     Section 12.3.  Interest Under This Agreement. Anything herein to the
                    -----------------------------                         
contrary notwithstanding, to the extent one Company ("indemnitor") makes a
payment of interest to another Company ("indemnitee") under this Agreement with
respect to the period from the date that the indemnitee made a payment of Tax to
a Taxing Authority to the date that the indemnitor reimbursed the indemnitee for
such Tax payment, or with respect to the period from the date that the
indemnitor received a Tax Benefit to the date indemnitor paid the indemnitee
with respect to such Tax Benefit, the interest payment shall be treated as
interest expense to the indemnitor (deductible to the extent provided by law)
and as interest income by the indemnitee (includible in income to the extent
provided by law). The amount of the payment shall not be adjusted under Section
12.2 to take into account any associated Tax Benefit to the indemnitor or
increase in Tax to the indemnitee.

                                 ARTICLE XIII
                                 Disagreements

     If after good faith negotiations the parties cannot agree on the
application of this Agreement to any matter, then the matter will be referred to
an accounting firm acceptable to each of the parties (the

                                      -19-

<PAGE>
 
"Accounting Firm"); provided that such firm cannot then be acting as the
internal or external accountants for either party. The Accounting Firm shall
furnish written notice to the parties of its resolution of any such disagreement
as soon as practical, but in any event no later than 45 days after its
acceptance of the matter for resolution. Any such resolution by the Accounting
Firm will be conclusive and binding on all parties to this Agreement. In
accordance with Article XV, each party shall pay its own fees and expenses
(including the fees and expenses of its representatives) incurred in connection
with the referral of the matter to the Accounting Firm. All fees and expenses of
the Accounting Firm in connection with such referral shall be shared equally by
the parties affected by the matter.

                                  ARTICLE XIV
                                 Late Payments

     Any amount owed by one party to another party under this Agreement which is
not paid when due shall bear interest at the Prime Rate plus two percent,
compounded on each March 31, June 30, September 30, and December 31, from the
due date of the payment to the date paid. To the extent interest required to be
paid under this Article XIV duplicates interest required to be paid under any
other provision of this Agreement, interest shall be computed at the higher of
the interest rate provided under this Article XIV or the interest rate provided
under such other provision.

                                  ARTICLE XV
                                   Expenses

     Except as provided in Article XIII, each Company and its Affiliates shall
bear their own expenses incurred in connection with preparation of Tax Returns,
Tax Contests, and other matters related to Taxes under the provisions of this
Agreement.

                                  ARTICLE XVI
                              General Provisions

     Section 16.1.  Notices. All notices and other communications hereunder
                    -------                                                 
shall be in writing and shall be delivered in person, by telecopy, by express or
overnight mail delivered by a nationally recognized air courier (delivery
charges prepaid), or by registered or certified mail (postage prepaid, return
receipt requested) to the respective parties as follows:

                    (a)  If to NDC, to:

                         National Data Corporation
                         National Data Plaza
                         Atlanta, Georgia 30329
                         Attention: _______________
                         Facsimile: (404) _________

                    (b)  If to Newco, to:

                         Global Payments Inc.
                         4 Corporate Boulevard, N.E.
                         Atlanta, Georgia 30329

                                      -20-

<PAGE>
 
                         Attention: _______________
                         Facsimile: (404) _________

or to such other address as the party to whom notice is given may have
previously furnished to the others in writing in the manner set forth above. Any
notice or communication delivered in person shall be deemed effective on
delivery or when delivery is refused. Any notice or communication sent by
telecopy or by air courier shall be deemed effective on the first business day
at the place at which such notice or communication is received following the day
on which such notice or communication was sent.

     Section 16.2.  Counterparts. This Agreement may be executed in two or more
                    ------------                                                
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement. The Agreement may be
delivered by facsimile transmission of a signed copy thereof.

     Section 16.3.  Binding Effect; Assignment. This Agreement and all of the
                    --------------------------                                
provisions hereof shall be binding upon the parties hereto and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. Except with respect to a merger of either party, neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned by
either party hereto without the prior written consent of the other party, which
consent shall not `be unreasonably withheld or delayed; provided, however, that
NDC and Newco may assign their respective rights, interests, duties,
liabilities, and obligations under this Agreement to any of their respective
subsidiaries, but such assignment shall not relieve NDC or Newco, as the
assignee, of its obligations hereunder.

     Section 16.4.  Dispute Resolution. Resolution of any and all disputes
                    ------------------                                     
arising from or in connection with this Agreement, whether based on contract,
tort, or otherwise (collectively, "Disputes"), shall be exclusively governed by
and settled in accordance with the provisions of Article XIII and this Section
16.4. The parties hereto shall use all commercially reasonable efforts to settle
all Disputes without resorting to mediation, arbitration, litigation, or other
third party dispute resolution mechanisms. If any Dispute remains unsettled, the
parties hereby agree to mediate such Dispute using a mediator reasonably
acceptable to all parties involved in such Dispute. If the parties are unable to
resolve such dispute through mediation, each party will be free to commence
proceedings for the resolution thereof. No party shall be entitled to
consequential, special, exemplary, or punitive damages.

     Section 16.5.  Severability. Any provision of this Agreement which is
                    ------------                                           
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     Section 16.6.  Waiver. The observance of any term of this Agreement may be
                    ------                                                      
waived (either generally or in a particular instance and either retroactively or
prospectively) by the party entitled to enforce such term, but such waiver shall
be effective only if it is in writing signed by the party against which such
waiver is to be asserted. Unless otherwise expressly provided in this Agreement,
no delay or omission on the part of any party in exercising any right or
privilege under this Agreement shall operate as a waiver thereof, nor shall any
waiver on the part of any party of any right or privilege under this Agreement
operate as a waiver of any other right or privilege under this Agreement nor
shall any single or partial exercise of any right or privilege preclude any
other or further exercise thereof or the exercise of any other right or
privilege under this Agreement. No failure by either party to take any action or
assert any right or privilege hereunder shall be deemed to be a waiver of such
right or privilege in the

                                      -21-

<PAGE>
 
event of the continuation or repetition of the circumstances giving rise to such
right unless expressly waived in writing by the party against whom the existence
of such waiver is asserted.

     Section 16.7.  Amendment. This Agreement may not be amended or modified in
                    ---------                                                   
any respect except by a written agreement signed by both of the parties hereto.

     Section 16.8.  Authority. Each of the parties hereto represents to the
                    ---------                                               
other that (i) it has the corporate power and authority to execute, deliver and
perform this Agreement, (ii) the execution, delivery, and performance of this
Agreement by it hits been duly authorized by all necessary corporate action,
(iii) it has duly and validly executed and delivered this Agreement, and (iv)
this Agreement is a legal, valid, and binding obligation, enforceable against it
in accordance with its term subject to applicable bankruptcy, insolvency,
reorganization, moratorium, or other similar laws affecting creditors' rights
generally and general equity principles.

     Section 16.9.  Interpretation. The headings contained in this Agreement
                    --------------                                           
and in the table of contents to this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this Agreement.
When a reference is made in this Agreement to an Article or a Section, such
reference shall be to an Article or Section of this Agreement unless otherwise
indicated.

     Section 16.10. Effective Time. This Agreement shall become effective upon
                    --------------                                             
the closing of the Distribution.

                           [Signatures on Next Page]

                                      -22-

<PAGE>
 
     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by the respective officers as of the date set forth above.



                         NATIONAL DATA CORPORATION

                                   By:  ____________________________________
                                   Name:  Robert A. Yellowlees
                                   Title: Chairman of the Board and
                                          Chief Executive Officer



                         GLOBAL PAYMENTS INC.

                                   By:  ____________________________________
                                   Name:  __________________________________
                                   Title:  _________________________________

                                      -23-



<PAGE>
 
                                                                    EXHIBIT 10.3
 
       ________________________________________________________________

                                    FORM OF

                          EMPLOYEE BENEFITS AGREEMENT

                                    between

                           NATIONAL DATA CORPORATION

                                      and

                              GLOBAL PAYMENTS INC.
                                        

                               ___________, 2000



       _________________________________________________________________
                                        

<PAGE>
 
                          EMPLOYEE BENEFITS AGREEMENT
                                        
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                      <C>
ARTICLE I  DEFINITIONS.................................................................   1
 1.01  Definitions.....................................................................   1
ARTICLE II  GENERAL PRINCIPLES.........................................................   5
 2.01  Assumption of Liabilities.......................................................   5
 2.02  Establishment of Global Payments Plans and Related Trusts.......................   5
 2.03  Terms of Participation by Global Payments Individuals in Global Payments Plans..   5
ARTICLE III  DEFINED BENEFIT PLANS.....................................................   6
 3.01  Creation of Global Payments Pension Plan........................................   6
 3.02  Transfer of Assets and Liabilities from NDC Pension Plan........................   6
 3.03  Cooperation.....................................................................   7
 3.04  Result of Transfer of Assets and Liabilities....................................   7
ARTICLE IV  DEFINED CONTRIBUTION PLANS.................................................   8
 4.01  Creation of Global Payments 401(k) Plan.........................................   8
 4.02  Transfer of Assets and Liabilities from NDC 401(k) Plan.........................   8
 4.03  Cooperation.....................................................................   9
 4.04  Result of Transfer of Assets and Liabilities....................................   9
ARTICLE V  HEALTH AND WELFARE PLANS....................................................  10
 5.01  General Provisions..............................................................  10
 5.02  Insurance Contracts.............................................................  11
 5.03  Post-Distribution-Transitional Arrangements.....................................  11
ARTICLE VI  EQUITY COMPENSATION AND SERP BENEFITS......................................  12
 6.01  Stock Options...................................................................  12
 6.02  Restricted Stock................................................................  14
 6.03  Employee Stock Purchase Plan....................................................  15
 6.04  Supplemental Executive Retirement Plan..........................................  15
ARTICLE
 VII  GENERAL AND ADMINISTRATIVE................................................  16
 7.01  Non-Termination of Employment, No Third-Party Beneficiaries.....................  16
 7.02  Beneficiary Designatins.........................................................  16
 7.03  Consent of Third Parties........................................................  17
 7.04  Sharing of Participant Information..............................................  17
 7.05  Indemnity.......................................................................  18

</TABLE>


<PAGE>
 

<TABLE>
<CAPTION>
 
<S>                                                                                      <C>
ARTICLE VIII  MISCELLANEOUS............................................................  19
 8.01  Effect if Distribution Does Not Occur...........................................  19
 8.02  Relationship of Parties.........................................................  19
 8.03  Affiliates......................................................................  19
 8.04  Governing Law...................................................................  19
 8.05  Entire Agreement, Construction..................................................  19
 8.06  Expenses........................................................................  19
 8.07  Notices.........................................................................  20
 8.08  Disputes........................................................................  20
 8.09  Amendment and Waiver............................................................  20
 8.10  Assignment......................................................................  21
 8.11  Captions........................................................................  21
 8.12  Severability....................................................................  21
 8.13  Parties in Interest.............................................................  21
 8.14  Schedules.......................................................................  21
 8.15  Waivers, Remedies...............................................................  21
 8.16  Further Assurances and Consents.................................................  22
 8.17  Counterparts....................................................................  22
</TABLE>


                                     -ii-

<PAGE>
 
                          EMPLOYEE BENEFITS AGREEMENT
                                        

          This EMPLOYEE BENEFITS AGREEMENT ("Agreement") dated as of
___________, 2000 by and between National Data Corporation, a Delaware
corporation ("NDC"), and Global Payments Inc., a Georgia corporation ("Global
Payments").  Capitalized terms used herein and not otherwise defined shall have
the respective meanings assigned to them in Article I hereof or as assigned to
them in the Distribution Agreement (as defined below).

                                   BACKGROUND

          A.  The Board of Directors of NDC has determined that it is in the
best interests of NDC and its stockholders to separate NDC and its subsidiary,
Global Payments, such that Global Payments will be an independent business
entity (the "Distribution");

          B.  In furtherance of the foregoing, NDC and Global Payments have
entered into a distribution agreement, dated as of the date hereof (the
"Distribution Agreement"), and certain other agreements that will govern certain
matters relating to the Distribution and the relationship of NDC and Global
Payments, and their respective Subsidiaries following the Distribution; and

          C.  Pursuant to the Distribution Agreement, NDC and Global Payments
have agreed to enter into this agreement allocating between them the assets,
liabilities and responsibilities with respect to certain employee compensation
and benefit plans and programs.

          NOW, THEREFORE, the parties, in consideration of the foregoing
premises and the mutual agreements and covenants contained in this Agreement,
and other good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

          Section 1.01 Definitions. As used herein, the following terms have the
                       -----------
following meanings:

          "Agreement" means this Employee Benefits Agreement.

          "Benefit Liabilities" means any Liabilities (as defined in the
Distribution Agreement) relating to any contributions, compensation or other
benefits accrued or payable under any profit sharing, pension, savings, deferred
compensation, fringe benefit, insurance, medical, medical reimbursement, life,
disability, accident, post-retirement health or welfare benefit, stock option,
stock purchase, sick pay, vacation, employment, severance, termination or other
compensation or benefit plan, agreement, contract, policy, trust fund or
arrangement.

<PAGE>
 
          "Close of the Distribution Date" means 11:59:59 P.M., Eastern Standard
Time or Eastern Daylight Time (whichever shall then be in effect), on the
Distribution Date.

          "COBRA" means the continuation coverage requirements for "group health
plans" under Title X of the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended, and as codified in Code Section 4980B and ERISA Sections 601
through 608.

          "Code" means the Internal Revenue Code of 1986, as amended, or any
successor federal income tax law.  Reference to a specific Code provision also
includes any proposed, temporary, or final regulation in force under that
provision.

          "Distribution" shall have the same meaning as in the Distribution
Agreement.

          "Distribution Agreement" is defined in the third paragraph of the
preamble of this Agreement.

          "Distribution Date" means the date upon which the Distribution shall
be effective, as determined by the Board of Directors of NDC.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.  Reference to a specific provision of ERISA also includes any proposed,
temporary, or final regulation in force under that provision.

          "Ex-Dividend Date" means the trading day on which the Global Payments
Common Stock is first reported on a "regular way" basis on the New York Stock
Exchange - Composite Transactions Tape.

          "Global Payments Employee" means any individual (i) who, Immediately
After the Distribution Date, is either actively employed by or on leave of
absence from Global Payments or a Global Payments Entity, or (ii) was employed
exclusively by a member of the Global Payments Group as of the Distribution
Date, but was absent from work on the Distribution Date for any reason.

          "Global Payments Employee Stock Purchase Plan" means the employee
stock purchase plan to be established by Global Payments pursuant to Section
2.02.

          "Global Payments Entity" means any Person that is, at the relevant
time, a Subsidiary of Global Payments or is otherwise controlled, directly or
indirectly, by Global Payments.

          "Global Payments Group" shall have the same meaning as in the
Distribution Agreement.

          "Global Payments 401(k) Plan." See Section 4.01.

          "Global Payments 401(k) Participant." See Section 4.01.

                                      -2-

<PAGE>
 
          "Global Payments Health and Welfare Plan Participant." See Section
5.01.

          "Global Payments Long-Term Incentive Plan" means the plan or program
established by Global Payments pursuant to Section 2.02 consisting of a long-
term incentive plan that corresponds to the National Data Corporation 2000 Long-
Term Incentive Plan.

          "Global Payments Pension Plan."  See Section 3.01.

          "Global Payments Pension Participant."  See Section 3.01.

          "Global Payments Price Ratio" means the amount obtained by dividing
the NDC Pre-Distribution Stock Value by the Global Payments Stock Value.

          "Global Payments Stock Value" means the opening price of the Global
Payments Common Stock, trading "regular way", as reported on the New York Stock
Exchange - Composite Transactions Tape on the Ex-Dividend Date.

          "Group Life Program," when immediately preceded by "NDC," means the
National Data Corporation group life insurance programs, policies and
arrangements, including accidental death and dismemberment, and travel accident.
When immediately preceded by "Global Payments," Group Life Program means the
life insurance programs, policies and arrangements to be established by Global
Payments pursuant to Section 2.02 that correspond to the respective NDC Group
Life Program.

          "GUST" means, collectively, the General Agreement on Tariffs and Trade
(Uruguay Round Agreements Act), the Uniform Services Employment and Re-
employment Rights Act of 1994, the Small Business Job Protection Act, and the
Taxpayer Relief Act of 1997.

          "Health and Welfare Plans," when immediately preceded by "NDC," means
the health and welfare plans established and maintained by NDC for the benefit
of employees and retirees of NDC and certain NDC Entities, and such other
welfare plans or programs as may apply to such employees and retirees as of the
Distribution Date.  When immediately preceded by "Global Payments," Health and
Welfare Plans means the health and welfare plans to be established by Global
Payments pursuant to Section 2.02 that correspond to the respective NDC Health
and Welfare Plans.

          "Immediately After the Distribution Date" means 12:00 A.M., Eastern
Standard Time or Eastern Daylight Time (whichever shall then be in effect), on
the day after the Distribution Date.

          "IRS" means the Internal Revenue Service.

          "NDC Entity" means any entity that is, at the relevant time, an
Affiliate of NDC, except that, for periods beginning Immediately After the
Distribution Date, the term "NDC Entity" shall not include Global Payments or a
Global Payments Entity.

                                      -3-

<PAGE>
 
          "NDC Dental Plan" means the Dental Benefits under the National Data
Corporation Employee Health and Welfare Benefits Plan, as amended and restated
effective November 1, 2000.

          "NDC Medical Plan" means the Medical Benefits under the National Data
Corporation Employee Health and Welfare Benefits Plan, as amended and restated
effective November 1, 2000.

          "NDC Vision Plan" means the Vision Benefits under the National Data
Corporation Employee Health and Welfare Benefits Plan, as amended and restated
effective November 1, 2000.

          "NDC Pension Plan" means the National Data Corporation Employees
Retirement Plan.

          "NDC 401(k) Plan" means the National Data Corporation Employee Savings
Plan.

          "NDC Equity Incentive Plans" means the plans under which options to
acquire NDC Common Stock or awards of restricted stock are outstanding as of the
Close of the Distribution Date, including some or all of the following plans:
(i) the National Data Corporation 2000 Long-Term Incentive Plan, (ii) the
National Data Corporation 1997 Stock Option Plan, (iii) the National Data
Corporation 1987 Stock Option Plan, as amended, (iv) the National Data
Corporation 1984 Non-Employee Director Stock Option Plan, (v) the Amended and
Restated C.I.S. Technologies, Inc. Employee Stock Option Plan, (vi) the C.I.S.
Technologies, Inc. HCC Management Stock Option Plan, (vii) the Amended and
Restated C.I.S. Technologies, Inc. Stock Option Plan, (viii) the C.I.S.
Technologies, Inc. 1995 Stock Incentive Plan, (ix) the Physician Support
Systems, Inc. Amended and Restated 1996 Stock Option Plan, (x) the National Data
Corporation 1983 Restricted Stock Plan, as amended, and (xi) the Synergistic
Systems, Inc. Stock Option Plan.

          "NDC Price Ratio" means the amount obtained by dividing the NDC Pre-
Distribution Stock Value by the NDC Post-Distribution Stock Value.

          "NDC Pre-Distribution Stock Value" means the closing price of the NDC
Common Stock, trading "regular way", as reported on the New York Stock Exchange
- Composite Transactions Tape on the trading day immediately prior to the Ex-
Dividend Date.

          "NDC Post-Distribution Stock Value" means the opening price of the NDC
Common Stock, trading "regular way", as reported on the New York Stock Exchange
- Composite Transactions Tape on the Ex-Dividend Date.

          "NDC SERP" means the NDC Supplemental Executive Retirement Plan.

          "Option," when immediately preceded by "NDC," means an option to
purchase NDC Common Stock pursuant to an NDC Equity Incentive Plan.  When
immediately preceded by  

                                      -4-

<PAGE>
 
"Global Payments," Option means an option to purchase Global Payments Common
Stock pursuant to the Global Payments Long-Term Incentive Plan.

          "Plan," when immediately preceded by "NDC" or "Global Payments," means
any plan, policy, program, payroll practice, on-going arrangement, contract,
trust, insurance policy or other agreement or funding vehicle providing benefits
to employees or former employees of NDC or an NDC Entity, or Global Payments or
a Global Payments Entity, as applicable.

                                   ARTICLE II
                               GENERAL PRINCIPLES

          Section 2.01  Assumption of Liabilities.  Except as otherwise
                        -------------------------                      
expressly provided in this Agreement, Global Payments hereby assumes and agrees
to pay, perform, fulfill and discharge, in accordance with their respective
terms, all of the following (regardless of when or where such Benefit
Liabilities arose or arise or were or are incurred): (i) all Benefit Liabilities
to or relating to Global Payments Employees, and their respective dependents and
beneficiaries, in each case relating to, arising out of or resulting from
employment by NDC, an NDC Entity, Global Payments or a Global Payments Entity
before the Distribution Date (including Benefit Liabilities under NDC Plans and
Global Payments Plans); (ii) all other Benefit Liabilities to or relating to
Global Payments Employees, and their respective dependents and beneficiaries, to
the extent relating to, arising out of or resulting from future or present
employment with Global Payments or a Global Payments Entity (including Benefit
Liabilities under NDC Plans and Global Payments Plans); and (iii) all other
Benefit Liabilities relating to, arising out of or resulting from obligations,
liabilities and responsibilities expressly assumed or retained by Global
Payments, a Global Payments Entity, or a Global Payments Plan pursuant to this
Agreement.

          Section 2.02  Establishment of Global Payments Plans and Related
                        --------------------------------------------------
Trusts.  Effective prior to or Immediately After the Distribution Date, Global
------                                                                        
Payments shall adopt, or cause to be adopted, the Global Payments 401(k) Plan
and its related trust, the Global Payments Pension Plan, the Global Payments
Employee Stock Purchase Plan, the Global Payments Long-Term Incentive Plan, and
the Global Payments Health and Welfare Plans for the benefit of the Global
Payments Employees and other current and future employees of Global Payments and
the Global Payments Entities.  Subject to the provisions of Section 4.01
regarding the Global Payments 401(k) Plan, Section 3.01 regarding the Global
Payments Pension Plan, Section 6.02 regarding the Global Payments Long-Term
Incentive Plan, Section 6.03 regarding the Global Payments Employee Stock
Purchase Plan and Section 5.01(b) regarding the Global Payments Health and
Welfare Plans, the foregoing Global Payments Plans as in effect.  Immediately
After the Distribution Date shall be substantially similar in all material
respects to the corresponding NDC Plans as in effect as of the Distribution
Date.

          Section 2.03  Terms of Participation by Global Payments Employees in
                        ------------------------------------------------------
Global Payments Plans.  The Global Payments Plans shall be, with respect to
---------------------                                                      
Global Payments Employees, in all respects the successors in interest to, and
shall not provide benefits that duplicate benefits provided by, the
corresponding NDC Plans.  NDC and Global Payments shall agree on methods and
procedures, including amending the respective Plan documents and/or requesting
approvals 

                                      -5-

<PAGE>
 
or consents of Global Payments Employees where the parties deem appropriate, to
prevent Global Payments Employees from receiving duplicative benefits from the
NDC Plans and the Global Payments Plans. With respect to Global Payments
Employees, each Global Payments Plan shall provide that all service, all
compensation and all other factors affecting benefit determinations that, as of
the Close of the Distribution Date, were recognized under the corresponding NDC
Plan shall, as of Immediately After the Distribution Date, receive full
recognition, credit, and validity and be taken into account under such Global
Payments Plan to the same extent as if such factors were applicable under such
Global Payments Plan, except to the extent that duplication of benefits would
result.

                                  ARTICLE III
                             DEFINED BENEFIT PLANS

          Section 3.01  Creation of Global Payments Pension Plan.  At or prior
                        -----------------------------------------             
to the Distribution Date, Global Payments shall establish a defined benefit
pension plan (the "Global Payments Pension Plan") for the benefit of (i) each
Global Payments Employee who immediately prior to the Distribution Date was a
participant in the NDC Pension Plan; and (ii) any former employee of NDC or an
NDC Entity who is designated in writing by NDC and Global Payments as being a
Global Payments Pension Participant, and the persons so included in clauses (i)
and (ii) shall be referred to as "Global Payments Pension Participants."  As of
the Distribution Date, the Global Payments Pension Plan shall (x) be
substantially similar to the NDC Pension Plan in all material respects; (y)
recognize for all purposes thereunder the service of the Global Payments Pension
Participants that was recognized under the NDC Pension Plan, provided, however,
that until the transfer described in Section 3.02 occurs, the total accrued
benefit payable under the Global Payments Pension Plan (taking into account
service recognized under the NDC Pension Plan) shall be offset by the benefit
accrued under the NDC Pension Plan as of the Distribution Date, calculated as if
the Global Payments Pension Participants terminated employment as of the earlier
of (A) the Distribution Date, or (B) their actual date of termination of
employment with NDC and all of its subsidiaries; and (z) provide that upon the
transfer described in Section 3.02, the benefit liabilities of the Global
Payments Pension Participants under the Global Payments Pension Plan shall in no
event be less than their benefit liabilities under the NDC Pension Plan as of
the Distribution Date.

          Section 3.02 Transfer of Assets and Liabilities from NDC Pension Plan.
                       -------------------------------------------------------- 

          (a) Transfer of Assets.  NDC shall cause to be transferred from the
              -------------------                                            
trust under the NDC Pension Plan to the trust under the Global Payments Pension
Plan assets, the value of which shall be equal to (i) times (ii), where (i)
equals the fair market value of the assets of the NDC Pension Plan on the date
of actual transfer of assets from the NDC Pension Plan to the Global Payments
Pension Plan, and (ii) equals a fraction, the numerator of which is the present
value of the benefit liabilities on a termination basis (as hereafter defined)
of the Global Payments Pension Participants as of the Distribution Date, and the
denominator of which is the present value of all benefit liabilities on a
termination basis (as hereafter defined) of all NDC Pension Plan participants as
of the Distribution Date.  "Benefit liabilities on a termination basis"

                                      -6-

<PAGE>
 
shall mean those benefit liabilities, as defined in ERISA Section 4001(a)(16),
to which the participants would be entitled under Section 4044 of ERISA if the
plan were terminated in accordance with ERISA Section 4041 as of the
Distribution Date. It is the parties' intent that this transfer will satisfy
Section 414(l) of the Code if the NDC Pension Plan is under-funded on a
termination basis as of the Distribution Date, and that this transfer will
include a pro rata share of surplus if the NDC Pension Plan is over-funded on a
termination basis as of the Distribution Date. In NDC's sole and absolute
discretion, the amount so transferred may be in cash or in kind or a combination
thereof.

          (b) Adjustment for Receipts and Disbursements.  The amount to be
              -----------------------------------------                   
transferred shall be equitably adjusted to take into account non-investment
receipts and disbursements of the NDC Pension Plan after the Distribution Date
but before the date of transfer provided for in Section 3.02(a), such as pension
payments and employer contributions.

          (c) Pre-conditions to Transfer.  The transfer of assets provided for
              --------------------------                                      
in Section 3.02(a) shall take place as soon as practicable after the
Distribution Date; provided, however, that such transfer shall not occur until
(i) Global Payments provides to NDC an acceptable opinion of counsel with
respect to the qualification of the Global Payments Pension Plan under Section
401(a) of the Code; (ii) NDC provides to Global Payments an acceptable opinion
of counsel with respect to the qualification of the NDC Pension Plan under
Section 401(a) of the Code, as amended to (A) comply with changes to the
qualification requirements of Section 401(a) of the Code made pursuant to GUST
and other applicable laws, and (B) provide for the transfer of assets and
liabilities referred to in this Section, and (iii) the receipt of any other
necessary governmental approval.

          3.03  Cooperation. Pending the completion of the transfer described in
                -----------                                                     
this Section, NDC, with the cooperation of Global Payments shall make
arrangements for any required benefit payments to the Global Payments Pension
Participants from the NDC Pension Plan.  NDC and Global Payments shall provide
each other with access to information reasonably necessary in order to carry out
the provisions of this Section.  If any benefit with respect to a Global
Payments Pension Participant under the NDC Pension Plan is subject to a
qualified domestic relations order at the time of transfer, all documentation
concerning such qualified domestic relations order shall be assigned to the
Global Payments Pension Plan.

          3.04  Result of Transfer of Assets and Liabilities.  Upon the
                --------------------------------------------           
completion of the transfer of assets and benefit liabilities, the Global
Payments Pension Plan shall assume the benefit liabilities under the NDC Pension
Plan with respect to the Global Payments Pension Participants, and neither the
NDC Pension nor NDC nor any NDC Entity shall have any further obligation or
responsibility with respect to such benefit liabilities, which shall be
considered for all purposes as having been satisfied as a result of such
transfer.



                                      -7-

<PAGE>
 
                                   ARTICLE IV
                           DEFINED CONTRIBUTION PLANS
 
          Section 4.0 Creation of Global Payments 401(k) Plan.
                      --------------------------------------- 

          (a) Creation of Global Payments 401(k) Plan.  At or prior to the
              ---------------------------------------                     
Distribution Date, Global Payments shall establish a qualified 401(k) plan (the
"Global Payments 401(k) Plan") for the benefit of (i) each Global Payments
Employee; and (ii) any former employee of NDC or an NDC Entity who is designated
in writing by NDC and Global Payments as being a Global Payments 401(k)
Participant, and the persons so included in clauses (i) and (ii) shall be
referred to as "Global Payments 401(k) Participants."  As of the Distribution
Date, the Global Payments 401(k) Plan shall (i) be substantially similar to the
NDC 401(k) Plan in all material respects; (ii) recognize for all purposes
thereunder the service of the Global Payments 401(k) Participants that was
recognized under the NDC 401(k) Plan, and (iii) provide that upon the transfer
described in Section 4.02, the account balances of the Global Payments 401(k)
Participants under the Global Payments 401(k) Plan shall in no event be less
than their account balances under the NDC 401(k) Plan immediately prior to such
transfer (whether vested or non-vested).

          (b) NDC and Global Payments Stock.  The Global Payments 401(k) Plan
              -----------------------------                                  
shall provide that, until the second anniversary of the Distribution Date, all
or any portion of the NDC Common Stock transferred to the Global Payments 401(k)
Plan may be liquidated and reinvested by Global Payments 401(k) Participants in
any other investment option offered under the Global Payments 401(k) Plan, and
that upon the second anniversary of the Distribution Date, all of the NDC Common
Stock transferred to the Global Payments 401(k) Plan shall be liquidated and
reinvested in one or more investment option offered under the Global Payments
401(k) Plan.  The NDC 401(k) Plan shall provide that, until the second
anniversary of the Distribution Date, all or any portion of the Global Payments
Common Stock received by the NDC 401(k) Plan may be liquidated and reinvested by
NDC 401(k) Participants in any other investment option offered under the NDC
401(k) Plan, and that upon the second anniversary of the Distribution Date, all
of the Global Payments Common Stock received by the NDC 401(k) Plan shall be
liquidated and reinvested in one or more investment option offered under the NDC
401(k) Plan.

          Section 4.02 Transfer of Assets and Liabilities from NDC 401(k) Plan.
                       ------------------------------------------------------- 

          (a) Transfer of Assets.  NDC shall cause to be transferred from the
              ------------------                                             
trust under the NDC 401(k) Plan to the trust under the Global Payments 401(k)
Plan assets, the value of which shall be equal to the liability for the account
balances with respect to the Global Payments 401(k) Participants.  Such transfer
shall be subject to the requirements of Section 414(l) of the Code and Section
208 of ERISA.  The assets so transferred shall reflect the investment elections
and participant loans made by Global Payments 401(k) Participants under the NDC
401(k) Plan..

          (b) Adjustment for Payments.  The amount to be transferred shall be
              -----------------------                                        
reduced by the amount of any payments made with respect to the Global Payments
401(k) Participants after the Distribution Date but before the date of transfer
provided for in Section 3.02(a).

          (c) Pre-conditions to Transfer.  The transfer of assets provided for
              --------------------------                                      
in Section 4.02(a) shall take place as soon as practicable after the
Distribution Date; provided, however, that such transfer shall not occur until
(i) Global Payments provides to NDC an acceptable opinion of 

                                      -8-

<PAGE>
 
counsel with respect to the qualification of the Global Payments 401(k) Plan
under Sections 401(a) and 401(k) of the Code; and (ii) NDC provides to Global
Payments an acceptable opinion of counsel with respect to the qualification of
the NDC 401(k) Plan under Sections 401(a) and 401(k) of the Code, as amended to
(A) comply with changes to the qualification requirements of Section 401(a) of
the Code made pursuant to GUST and other applicable laws, and (B) provide for
the transfer of assets and liabilities referred to in this Section, and (iii)
the receipt of any other necessary governmental approval.

          Section 4.03  Cooperation.
                        ----------- 

          (a) Benefit Payments.  Pending the completion of the transfer
              ----------------                                         
described in this Section, NDC and Global Payments shall make arrangements for
any required benefit payments to the Global Payments 401(k) Participants from
the NDC 401(k) Plan.  NDC and Global Payments shall provide each other with
access to information reasonably necessary in order to carry out the provisions
of this Section.

          (b) QDROs.  If any benefit with respect to a Global Payments 401(k)
              -----                                                          
Participant under the NDC 401(k) Plan is subject to a qualified domestic
relations order at the time of transfer, all documentation concerning and
liability arising from such qualified domestic relations order shall be assigned
to the Global Payments 401(k) Plan.

          (c) Promissory Notes.  If any promissory note representing an
              ----------------                                         
outstanding loan from the NDC 401(k) Plan is transferred to the Global Payments
401(k) Plan pursuant to Section 4.02(a) above, all of the documentation
regarding such loan, including the promissory note and amortization and payment
schedules shall be transferred to the administrator of the Global Payments
401(k) Plan immediately following the Distribution Date.

          Section 4.04  Result of Transfer of Assets and Liabilities.  Upon the
                        --------------------------------------------           
completion of the transfer of assets and benefit liabilities, the Global
Payments 401(k) Plan shall be deemed to have assumed the Benefit Liabilities
under the NDC 401(k) Plan with respect to the Global Payments 401(k)
Participants, and neither the NDC 401(k) Plan nor NDC nor any NDC Entity shall
have any further obligation or responsibility with respect to such benefit
liabilities, which shall be considered for all purposes as having been satisfied
as a result of such transfer.

                                   ARTICLE V
                           HEALTH AND WELFARE PLANS

          Section 5.01 General Provisions.
                       ------------------ 

          (a) Cessation of Coverage. Effective as of the Distribution Date, all
              ---------------------
Global Payments Health and Welfare Plan Participants, together with dependents
and survivors thereof, shall cease to be covered by the NDC Health and Welfare
Plans.

          (b) Assumption of Health and Welfare Plan Liabilities.  The following
              -------------------------------------------------                
persons shall be referred to as "Global Payments Health and Welfare Plan
Participants": (i) each Global 

                                      -9-

<PAGE>
 
Payments Employee; (ii) each former employee of NDC or an NDC Entity whose last
employment was with a member of the Global Payments Group; and (iii) any other
person who is designated in writing by NDC and Global Payments as being a Global
Payments Health and Welfare Plan Participant. Except as otherwise expressly
provided in this Article V, Immediately After the Distribution Date, all Benefit
Liabilities relating to Global Payments Health and Welfare Plan Participants
under the NDC Health and Welfare Plans shall cease to be Benefit Liabilities of
the NDC Health and Welfare Plans and shall be assumed by the corresponding
Global Payments Health and Welfare Plans. The Benefit Liabilities to be
transferred include but are not limited to (i) all liability for claims incurred
prior to but not paid as of the Distribution Date for the Global Payments Health
and Welfare Plan Participants; (ii) COBRA health care continuation coverage for
each Global Payments Health and Welfare Plan Participant; (iii) short-term and
long-term disability claims of all Global Payments Health and Welfare Plan
Participants arising from disabilities that occurred prior to the Distribution
Date; (iv) accrued but unused vacation days as of the Distribution Date; and (v)
all liability for claims incurred but not paid prior to the Distribution Date
under any flexible spending accounts maintained by NDC or any NDC Entity
pursuant to Section 125 of the Code. The Benefit Liabilities to be transferred
shall not include liability for claims incurred under the NDC Group Life Program
as of the Distribution Date. The obligation of Global Payments Health and
Welfare Plans to assume any of such Benefit Liabilities that are fully insured
is contingent upon Global Payments' insurance carrier agreeing to cover such
Liabilities.

          (c) Postretirement Life Insurance Benefits.  Immediately After the
              --------------------------------------                        
Distribution Date, all Benefit Liabilities relating to life insurance provided
under any NDC Health and Welfare Plan to retired employees who are designated as
Global Payments Pension Participants shall cease to be Benefit Liabilities of
the NDC Health and Welfare Plans and shall be assumed by the corresponding
Global Payments Health and Welfare Plans, but only if Global Payments' insurance
carrier agrees to cover such Benefit Liabilities.

          (d) Certain Health and Welfare Plans.  Notwithstanding Section
              --------------------------------                          
5.02(b), the aggregate NDC Medical Plan accrued liability account for NDC and
all subsidiaries immediately prior to the Distribution will be allocated between
NDC and Global Payments based upon the relative payrolls for the current fiscal
year to the Distribution Date for the businesses being conveyed to Global
Payments in the Distribution and the businesses being retained by NDC following
the Distribution.  A similar procedure shall be followed for the NDC Dental Plan
and the NDC Vision Plan.

     (e) Flexible Spending Accounts.  If, as of the Distribution Date, the
         ---------------------------                                       
aggregate compensation withheld during the current plan year for all Global
Payments Health and Welfare Participants under any flexible spending accounts
maintained by NDC or any NDC Entity pursuant to Section 125 of the Code, minus
the aggregate payments to all of such Participants from such accounts for the
current plan year, is positive, then, as soon as practicable following the
Distribution Date, NDC shall transfer to Global Payments an amount equal to such
positive amount.  If, as of the Distribution Date, such aggregate compensation
withheld, minus such aggregate payments, is negative, then, as soon as
practicable following the Distribution Date, Global Payments shall transfer to
NDC an amount equal to such negative amount.

                                      -10-

<PAGE>
 
          Section 5.02 Insurance Contracts.
                       ------------------- 

          (a) NDC shall use its best efforts to have each insurance carrier that
insures an NDC Health or Welfare Plan (including the issuer of any stop-loss
policy) issue a policy to Global Payments that is identical to the corresponding
NDC policy (except for the identity of the named insured) effective Immediately
After the Distribution Date for the Global Payments Health and Welfare Plan
Participants.  Each such policy shall be effective for the portion of the policy
year that begins Immediately After the Distribution Date.

          (b) Effect of Change in Rates.  NDC and Global Payments shall use
              -------------------------                                    
their reasonable efforts to cause each of the insurance companies, point-of-
service vendors and third-party administrators providing services and benefits
under the NDC Health and Welfare Plans and the Global Payments Health and
Welfare Plans to maintain the premium and/or administrative rates based on the
aggregate number of participants in both the NDC Health and Welfare Plans and
the Global Payments Health and Welfare Plans through the expiration of the
financial fee or rate guarantees in effect as of the Close of the Distribution
Date.  To the extent they are not successful in such efforts, NDC and Global
Payments shall each bear the revised premium or administrative rates
attributable to the individuals covered by their respective Health and Welfare
Plans.

          Section 5.03  Post-Distribution-Transitional Arrangements.
                        ------------------------------------------- 

          (a) Continuance of Elections, Co-Payments and Maximum Benefits.
              ---------------------------------------------------------- 

              (i)  Global Payments shall cause the Global Payments Health and
Welfare Plans to recognize and maintain all coverage and contribution elections
made by Global Payments Health and Welfare Plan Participants under the NDC
Health and Welfare Plans and apply such elections under the Global Payments
Health and Welfare Plans for the remainder of the period or periods for which
such elections are by their terms applicable.  The transfer or other movement of
employment from NDC to Global Payments at any time before the Close of the
Distribution Date shall neither constitute nor be treated as a "status change"
under the NDC Health and Welfare Plans or the Global Payments Health and Welfare
Plans.

              (ii)  Global Payments shall cause the Global Payments Health and
Welfare Plans to recognize and give credit for (A) all amounts applied to
deductibles, out-of-pocket maximums, and other applicable benefit coverage
limits with respect to which such expenses have been incurred by Global Payments
Health and Welfare Plan Participants under the NDC Health and Welfare Plans for
the remainder of the year (or other applicable limitation period) in which the
Distribution occurs, and (B) all benefits paid to Global Payments Health and
Welfare Plan Participants under the NDC Health and Welfare Plans for purposes of
determining when such persons have reached their lifetime maximum benefits under
the Global Payments Health and Welfare Plans.

              (iii)  Global Payments shall use reasonable efforts to cause the
respective insurance carriers to recognize and maintain all irrevocable
assignments and accelerated benefit 

                                      -11-

<PAGE>
 
option elections made by Global Payments Health and Welfare Plan Participants
under the NDC Group Life Program.

          (b) Health and Welfare Plans Subrogation Recovery.  After the Close of
              ---------------------------------------------                     
the Distribution Date, (i) NDC shall pay to Global Payments any amounts NDC
recovers from time to time through subrogation or otherwise for claims incurred
by or reimbursed to any Global Payments Health and Welfare Plan Participant; and
(ii) Global Payments shall pay to NDC any amounts Global Payments recovers from
time to time through subrogation or otherwise for claims incurred by or
reimbursed to employees and former employees of NDC or an NDC Entity and their
respective beneficiaries and dependents (other than Global Payments Health and
Welfare Plan Participants).


                                   ARTICLE VI
                     EQUITY COMPENSATION AND SERP BENEFITS

          Section 6.01. Stock Options.
                        ------------- 

          (a) NDC Employees.  Except as provided in Section 6.01(c) below, all
              -------------                                                   
NDC Options will be adjusted as described below in this Section 6.01(a), so
that, immediately after giving effect to the Distribution, the aggregate
intrinsic value of the NDC Options will be equal to or less than the aggregate
intrinsic value of the NDC Options immediately before giving effect to the
Distribution.  To accomplish the foregoing, NDC shall cause each NDC Option that
is outstanding at the Close of the Distribution Date (other than certain of
those held by Robert A. Yellowlees, as provided in Section 6.01(c)) to be
adjusted to reflect the effect of the Distribution (each such option shall be
called an "Adjusted NDC Option").  Each Adjusted NDC Option shall provide for
the option to purchase a number of shares of NDC Common Stock equal to the
product of the number of shares of NDC Common Stock subject to the NDC Option as
of the Close of the Distribution Date multiplied by the NDC Price Ratio, and
then rounded down to the nearest whole share.  The per-share exercise price of
such Adjusted NDC Option shall equal the quotient obtained by dividing the per-
share exercise price of the NDC Option as of the Close of the Distribution Date
by the NDC Price Ratio and then rounding up to the nearest cent.  Each Adjusted
Option shall otherwise have the same terms and conditions as were applicable to
the NDC Option as of the Close of the Distribution Date.

          (b) Global Payments Employees.  Solely for purposes of Section
              -------------------------                                 
6.01(a), any Global Payments Employee holding an NDC Option (or an Adjusted NDC
Option) shall be considered as of the Close of the Distribution Date to have
incurred a termination of employment with NDC for a reason other than (i) cause,
retirement, death or disability or (ii) following a change in control, for
purposes of the NDC Equity Incentive Plan under which it was granted and any
option agreement or other contract evidencing such NDC Option.  Such NDC Option
shall be exercisable and subject to termination as provided in such plan,
agreement or contract (i.e., in most cases, Adjusted NDC Options held by Global
Payments Employees would cease to vest as of the Close of Distribution Date, any
of such options that were not vested would be forfeited as of the Close of the
Distribution Date and any such options that were vested would expire 90 days

                                      -12-

<PAGE>
 
or less after the Distribution Date).  To the extent that any Global Payments
Employee forfeits an NDC Option as a result of the Distribution, either because
the NDC Option was unvested at the Close of the Distribution Date or because it
was voluntarily surrendered to NDC as of the Close of the Distribution Date,
Global Payments will replace such forfeited NDC Option with an option to acquire
Global Payments Common Stock (collectively, the "Replacement Global Payments
Options") which will have an aggregate intrinsic value equal to or less than the
aggregate intrinsic value of the forfeited NDC Options.  The Replacement Global
Payments Options will have the same vesting and terms as the forfeited NDC
Options they replace, except that:

             (i) each Replacement Global Payments Option will be exercisable for
that number of whole shares of Global Payments Common Stock equal to the product
of the number of shares of NDC Common Stock that were subject to the forfeited
NDC Option as of the Close of the Distribution Date multiplied by the Global
Payments Price Ratio, rounded down to the nearest whole number of shares of
Global Payments Common Stock, and

             (ii) the per share exercise price for the shares of Global Payments
Common Stock issuable upon exercise of such Replacement Global Payments Option
will be equal to the quotient obtained by dividing the exercise price per share
of NDC Common Stock as to which the forfeited NDC Option was exercisable as of
the Close of the Distribution Date by the Global Payments Price Ratio, and then
rounding up to the nearest whole cent.

          It is the intention of NDC and Global Payments that the Replacement
Global Payments Options meet the following criteria: (i) the aggregate intrinsic
value of the Replacement Global Payments Options immediately after giving effect
to the Distribution will not be greater than the aggregate intrinsic value of
the corresponding forfeited NDC Options immediately before giving effect to the
Distribution; (ii) with respect to each such Replacement Global Payments Option,
the ratio of the exercise price per share to the Global Payments Stock Value
will not be not less than the ratio of the exercise price per share of the
forfeited NDC Option to the NDC Pre-Distribution Stock Value; and (iii) the
Replacement Global Payments Options will otherwise have the same terms and
conditions as were applicable to the forfeited NDC Options they replace.

          (c) Chairman of NDC and Global Payments.  Notwithstanding the above,
              -----------------------------------                             
because Robert A. Yellowlees will have continuing responsibilities for NDC and
Global Payments after the Distribution as the Chairman of their respective
Boards of Directors, the NDC Options held by him at the Close of the
Distribution Date (other than those NDC Options that will by their terms expire
shortly after the Distribution, which will adjusted as provided in Section 6(a))
will be split into options to acquire NDC Common Stock and Global Payments
Common Stock, as follows.

          Each NDC Option held by Mr. Yellowlees at the Close of the
Distribution Date (other than those NDC Options that will by their terms expire
shortly after the Distribution) will be adjusted as follows.  The number of
shares of NDC Common Stock into which such option is exercisable shall remain
unchanged from the number of shares subject to the option as of the Close of the
Distribution Date.  The per-share exercise price will be adjusted by dividing
the 

                                      -13-

<PAGE>
 
same by the NDC Price Ratio and then rounding up to the nearest cent (i.e.,
such new price will bear the same ratio to the NDC Post-Distribution Stock Value
as the former exercise price bore to the NDC Pre-Distribution Stock Value).  All
other terms of his NDC Options, including the time for vesting and exercise,
will remain unchanged.

          In addition, for each NDC Option held by him at the Close of the
Distribution Date (other than those NDC Options that will by their terms expire
shortly after the Distribution), Global Payments will grant to Mr. Yellowlees an
option to acquire the largest number of whole shares of Global Payments Common
Stock determined by multiplying (i) the number of shares of NDC Common Stock
subject to the NDC Option as of the Close of the Distribution Date, by (ii) the
number of shares of Global Payments Common Stock to be distributed for each one
share of NDC Common Stock in the Distribution.  The per-share exercise price of
such Global Payments Option will be determined by dividing the per-share pre-
adjustment exercise price of such NDC Option as of the Close of the Distribution
Date by the Global Payments Price Ratio and then rounding up to the nearest cent
(i.e., such exercise price will bear the same ratio to the Global Payments Stock
Value as the exercise price of his corresponding NDC Option bore to the NDC Pre-
Distribution Stock Value).  All other terms of his Global Payments Options,
including the time for vesting and exercise, will be the same as in his adjusted
NDC Options.

          The aggregate intrinsic value of Mr. Yellowlees' Global Payments
Options and NDC Options immediately after giving effect to the Distribution will
not be greater than the aggregate intrinsic value of his NDC Options as of the
time immediately before giving effect to the Distribution.

          Section 6.02 Restricted Stock.
                       ---------------- 

          (a) NDC Employees.  Restricted stock awards held by NDC employees at
              -------------                                                   
the Close of the Distribution Date will not be affected by the Distribution,
except that the holders thereof will receive a distribution of Global Payments
Common Stock as part of the Distribution.  The shares of Global Payments Common
Stock distributed in respect of such shares of restricted NDC Common Stock will
bear the same restrictions and risks of forfeiture as apply to the shares of
restricted NDC Common Stock as to which they were distributed.

          (b) Global Payments Employees.  Solely for purposes of Section
              -------------------------                                 
6.02(a), any Global Payments Employee holding an NDC restricted stock award
shall be considered as of the Close of the Distribution Date to have incurred a
termination of employment with NDC for a reason other than (i) cause,
retirement, death or disability or (ii) following a change in control, for
purposes of the NDC Equity Incentive Plan under which such award was granted and
any agreement evidencing such NDC restricted stock award.  To the extent that
any Global Payments Employee forfeits an NDC restricted stock award as a result
of the Distribution, either because the award is automatically forfeited upon
the holder's termination of employment from NDC or because the award was
voluntarily surrendered to NDC as of the Close of the Distribution Date, Global
Payments will replace such forfeited NDC restricted stock award with a Global
Payments restricted stock award (collectively, the "Replacement Global Payments
Restricted Stock Awards").  Each such Replacement Global Payments Restricted
Stock Award shall consist of 

                                      -14-

<PAGE>
 
that number of shares of Global Payments Common Stock determined by dividing the
fair market value of the forfeited NDC restricted stock award immediately before
giving effect to the Distribution (based on the NDC Pre-Distribution Stock
Value) by the Global Payments Stock Value. Such Replacement Global Payments
Restricted Stock Awards shall have the same restrictions, terms and conditions
(including the remaining vesting periods) as were applicable to the
corresponding forfeited NDC restricted stock awards, except that references to
employment shall refer to employment by Global Payments or its Affiliates rather
than by NDC or its Affiliates. NDC shall use reasonable efforts to cancel any
certificates in such Global Payments Employees' names with respect to restricted
shares of NDC Common Stock.

          Section 6.03  Employee Stock Purchase Plan.  NDC intends to terminate
                        ----------------------------                           
its current Employee Stock Purchase Plan at the earlier of the Distribution Date
or the end of the current offering period.  Until such time, Global Payments
Employees (including for this purpose any employee of NDC who is designated as
an employee of the Global Payments Group for purposes of the Distribution) shall
continue to be eligible for participation in the NDC Employee Stock Purchase
Plan.  Effective as of the Distribution Date (or such other date as NDC and
Global Payments may mutually agree), Global Payments and NDC shall each
establish substantially similar Employee Stock Purchase Plans for the benefit of
their respective employees after the Distribution.

          Section 6.04  Supplemental Executive Retirement Plan.  At or prior to
                        --------------------------------------                 
the Distribution Date, Global Payments shall establish a supplemental executive
retirement plan (the "Global Payments SERP") for the benefit of each Global
Payments Employee who was a participant in the NDC SERP on the Distribution
Date, which shall (i) be substantially similar to the NDC SERP in all material
respects; and (ii) recognize for all purposes thereunder the service of each
Global Payments Employee that was recognized under the NDC SERP.  Effective as
of the Distribution Date, the Global Payments SERP shall assume and Global
Payments shall be solely responsible for the liabilities under the NDC SERP with
respect to each Global Payments Employee.  Neither NDC nor any NDC Entity shall
have any liability, obligation, or responsibility after the Distribution Date
for the accrued benefits of each Global Payments Employee under the NDC SERP.
NDC shall cause to be transferred to either Global Payments or to a "rabbi
trust" created by Global Payments in connection with the Global Payments SERP
any life insurance policy which insures the life of a Global Payments Employee
who will participate in the Global Payments SERP.  If, as of the Distribution
Date, the cash surrender value of any life insurance policy insuring the life of
a Global Payments Employee is more than the present value of the benefit accrued
by such Employee under the NDC SERP as of the Distribution Date (with present
value being the "accumulated benefit obligation" as determined under Financial
Accounting Standard No. 87 ("ABO") as of the Distribution Date), then as soon as
practicable following the Distribution Date, Global Payments shall transfer to
NDC an amount equal to such excess.  If, as of the Distribution Date, the cash
surrender value of any life insurance policy insuring the life of a Global
Payments Employee is less than the present value of the benefit accrued by such
Employee under the NDC SERP as of the Distribution Date (with present value
being the ABO as of the Distribution Date), then as soon as practicable
following the Distribution Date, NDC shall transfer to Global Payments an amount
equal to such deficit.

                                      -15-

<PAGE>
 
                                  ARTICLE VII
                           GENERAL AND ADMINISTRATIVE

          Section 7.01  Non-Termination of Employment, No Third-Party
                        ---------------------------------------------
Beneficiaries.  No provision of this Agreement or the Distribution Agreement
-------------                                                               
shall be construed to create any right, or accelerate entitlement, to any
compensation or benefit whatsoever on the part of any Global Payments Employee
or other future, present or former employee of NDC, an NDC Entity, Global
Payments, or a Global Payments Entity under any NDC Plan or Global Payments Plan
or otherwise.  Without limiting the generality of the foregoing: (i) except as
expressly provided in Section 6.01(a), the Distribution shall not cause any
employee to be deemed to have incurred a termination of employment which
entitles such individual to the commencement of benefits under any of the NDC
Plans, any of the Global Payments Plans, or any individual agreements; and (ii)
except as expressly provided in this Agreement, nothing in this Agreement shall
preclude Global Payments, at any time after the Close of the Distribution Date,
from merging, amending, modifying, terminating, eliminating, reducing, or
otherwise altering in any respect any Global Payments Plan, any benefit under
any Plan or any trust, insurance policy or funding vehicle related to any Global
Payments Plan, and, beginning one year after the Close of the Distribution Date,
from merging, amending, modifying, terminating, eliminating, reducing, or
otherwise altering in any respect any Global Payments Plan, any benefit under
any Plan or any trust, insurance policy or funding vehicle related to any Global
Payments Plan without regard to any provision in this Agreement.

          Section 7.02  Beneficiary Designations and Elections.  To the extent
                        --------------------------------------                
permitted by law, all beneficiary designations and other elections made by
Global Payments Employees for NDC Plans shall be transferred to and be in full
force and effect under the corresponding Global Payments Plans until such
beneficiary designations or elections are replaced or revoked by the Global
Payments Employee who made the beneficiary designation or election.  See also
Section 5.03(a)(i).

          Section 7.03  Consent of Third Parties.  If any provision of this
                        ------------------------                           
Agreement is dependent on the consent of any third party (such as a vendor) and
such consent is withheld, NDC and Global Payments shall use their reasonable
efforts to implement the applicable provisions of this Agreement to the full
extent practicable.  If any provision of this Agreement cannot be implemented
due to the failure of such third party to consent, NDC and Global Payments shall
negotiate in good faith to implement the provision in a mutually satisfactory
manner.  The phrase "reasonable efforts" as used herein shall not be construed
to require the incurrence of any non-routine or unreasonable expense or
liability or the waiver of any right.

          Section 7.04  Sharing of Participant Information. "Participant
                        ----------------------------------              
Information" means medical information, employment information, social security
numbers and all other personally identifiable information.  Except as limited by
applicable state and federal law, NDC and Global Payments shall share, NDC shall
cause each applicable NDC Entity to share, and Global Payments shall cause each
applicable Global Payments Entity to share, with each other and their respective
agents and vendors (without obtaining releases) all Participant Information
necessary for the efficient and accurate administration of each of the NDC Plans
and the Global Payments 

                                      -16-

<PAGE>
 
Plans. Because of the sensitivity of such information, NDC and Global Payments
shall take all safeguards and precautions necessary to insure the
confidentiality of Participant Information. NDC shall be liable for any breach
of confidentiality with respect to such Participant Information by NDC or NDC
Entities, vendors or agents. Global Payments shall be liable for any breach of
confidentiality with respect to such Participant Information by Global Payments
or Global Payments Entities, vendors or agents. The Participant Information
shall not be used for purposes other than those stated in this Agreement, unless
required pursuant to legal process or unless prescribed by statute or government
regulation. Notwithstanding any other provision herein, during the term of this
Agreement, and thereafter, each party shall:

                (i)  not disclose any Participant Information to unaffiliated
persons, or to personnel who do not have a need to use such Participant
Information for purposes of administering each of the NDC Plans and the Global
Payments Plans, without the written authority of the other party;

                (ii) require any subcontractor or vendor utilized by either
party to maintain a level of confidentiality consistent with the terms of these
provisions.

          NDC and Global Payments and their respective authorized agents shall,
subject to applicable laws on confidentiality, be given reasonable and timely
access to, and may make copies of, all information relating to the subjects of
this Agreement in the custody of the other party, to the extent necessary for
the administration of the NDC Plans and the Global Payments Plans.  Until
December 31, 2000, or such other date as the parties may mutually agree, all
Participant Information shall be provided in a manner and medium that is
compatible with the data processing systems of NDC as in effect on the Close of
the Distribution Date, unless otherwise agreed to by NDC and Global Payments.

          Section 7.05 Indemnity.
                       --------- 

          (a) In any situation where the liabilities or obligations of a Plan
maintained by NDC or an NDC Entity prior to the Distribution Date are divided
between NDC and Global Payments under this Agreement so that each party
maintains part of such Plan after the Distribution Date (such as the NDC Pension
Plan and the NDC 401(k) Plan), there shall be equitably shared by NDC and Global
Payments, in proportion to the liabilities retained or assumed with respect to
such Plan as of the Distribution Date over the total liabilities of such Plan as
of the Distribution Date, any and all claims, losses, liabilities, obligations,
costs, costs of defense (as and when incurred, and including reasonable outside
attorneys' and consultants' fees), expenses, fines, taxes, levies, imposts,
duties, deficiencies, assessments, charges, penalties, allegations, demands,
damages (including but not limited to actual, punitive or consequential,
foreseen or unforeseen, known or unknown), settlements, awards or judgments of
any kind or nature whatsoever arising out of, or with respect to, the
liabilities and obligations of such Plan, other than acts or omissions occurring
after the Distribution Date.  The parties intend for this Section 7.05(a) to
address unusual or unexpected liabilities that occur with respect to a Plan
after the Distribution Date, such as a claim for breach of fiduciary duty with
respect to a Plan, rather liabilities for payment of benefits in the normal
course, and this Section shall be so interpreted.

                                      -17-

<PAGE>
 
         (b) Global Payments shall defend, indemnify and save and hold harmless
NDC, its subsidiaries, any of their respective directors, shareholders,
officers, employees, agents, consultants, representatives, successors,
transferees or assignees from and against any and all claims, losses,
liabilities, obligations, costs, costs of defense (as and when incurred, and
including reasonable outside attorneys' and consultants' fees), expenses, fines,
taxes, levies, imposts, duties, deficiencies, assessments, charges, penalties,
allegations, demands, damages (including but not limited to actual, punitive or
consequential, foreseen or unforeseen, known or unknown), settlements, awards or
judgments of any kind or nature whatsoever arising out of, or with respect to,
the liabilities and obligations assumed, and agreements made, by Global Payments
pursuant to this Agreement. NDC shall defend, indemnify and save and hold
harmless Global Payments, its subsidiaries, any of their respective directors,
shareholders, officers, employees, agents, consultants, representatives,
successors, transferees or assignees against any and all claims, losses,
liabilities, obligations, costs, costs of defense (as and when incurred, and
including reasonable outside attorneys' and consultants' fees), fines, taxes,
levies, assessments, charges, penalties, allegations, demands, damages
(including but not limited to actual, punitive or consequential, foreseen or
unforeseen, known or unknown), settlements, awards or judgments of any kind or
nature whatsoever arising out of, or with respect to, any liabilities and
obligations retained or assumed, and agreements made, by NDC pursuant to this
Agreement.



                                  ARTICLE VIII
                                 MISCELLANEOUS

          Section 8.01  Effect if Distribution Does Not Occur.  If the
                        -------------------------------------         
Distribution does not occur, then all actions and events that are, under this
Agreement, to be taken or occur effective as of the Close of the Distribution
Date, Immediately After the Distribution Date, or otherwise in connection with
the Distribution, shall not be taken or occur except to the extent specifically
agreed to by Global Payments and NDC.

          Section 8.02  Relationship of Parties.  Nothing in this Agreement
                        -----------------------                            
shall be deemed or construed by the parties or any third party as creating the
relationship of principal and agent, partnership or joint venture between the
parties, it being understood and agreed that no provision contained herein, and
no act of the parties, shall be deemed to create any relationship between the
parties other than the relationship set forth herein.

          Section 8.03  Affiliates.  Each of NDC and Global Payments shall cause
                        ----------                                              
to be performed, and hereby guarantees the performance of, all actions,
agreements and obligations set forth in this Agreement to be performed by an NDC
Entity or a Global Payments Entity, respectively.

          Section 8.04  Governing Law.  To the extent not preempted by
                        -------------                                 
applicable federal law, this Agreement shall be governed by, construed and
interpreted in accordance with the laws of the State of Georgia, irrespective of
the choice of laws principles of such state, as to all matters, including
matters of validity, construction, effect, performance and remedies.

                                      -18-

<PAGE>
 
          Section 8.05  Entire Agreement, Construction.  This Agreement and the
                        ------------------------------                         
Ancillary Agreements (as defined in the Distribution Agreement), including,
without limitation, any annexes, schedules and exhibits hereto or thereto, and
other agreements and documents referred to herein and therein, will together
constitute the entire agreement between the parties with respect to the subject
matter hereof and thereof and will supersede all prior negotiations, agreements
and understandings of the parties of any nature, whether oral or written, with
respect to such subject matter.  In the event and to the extent that there is a
conflict between the provisions of this Agreement and the provisions of the
Distribution Agreement, the Transition Support Agreement, the Intercompany
Information Services Agreement, the Intellectual Property Rights Agreement, the
Tax Sharing and Indemnification Agreement or the Real Estate Agreement, the
provisions of this Agreement shall control.

          Section 8.06  Expenses.  Except as expressly set forth in this
                        --------                                        
Agreement, all costs and expenses incurred through the Close of the Distribution
Date with respect to any employee matters described herein shall be charged to
and paid by NDC.  Except as otherwise set forth in this Agreement, all costs and
expenses incurred following the Distribution Date with respect to any employee
matters described herein shall be charged to and paid by the party for whose
benefit the expenses are incurred, with any expenses that cannot be allocated on
such basis to be split equally between the parties.

          Section 8.07  Notices.  All notices and communications under this
                        -------                                            
Agreement shall be deemed to have been given (a) when received, if such notice
or communication is delivered by facsimile, hand delivery or overnight courier,
and, (b) three (3) business days after mailing if such notice or communication
is sent by United States registered or certified mail, return receipt requested,
first class postage prepaid.  All notices and communications, to be effective,
must be properly addressed to the party to whom the same is directed at its
address as follows:

              If to NDC, to:

                    National Data Corporation
                    National Data Plaza
                    Atlanta, GA 30329
                    Attention:  General Counsel
                    Fax:  (404) 728-____

              If to Global Payments, to:

                    Global Payments Inc.
                    Four Corporate Square
                    Atlanta, GA 30329
                    Attention:  General Counsel
                    Fax: (404) 728-____

          Either party may, by written notice delivered to the other party in
accordance with this Section 8.07, change the address to which delivery of any
notice shall thereafter be made.

                                      -19-

<PAGE>
 
          Section 8.08  Disputes.  All disputes arising from or in connection
                        --------                                             
with this Agreement, whether based on contract, tort, statute or otherwise,
including, but not limited to, disputes in connection with claims by third
parties (collectively, "Disputes"), shall be resolved only in accordance with
the provisions of Section 15.10 of the Distribution Agreement.

          Section 8.09  Amendment and Waiver.  This Agreement may not be altered
                        --------------------                                    
or amended, nor may any rights hereunder be waived, except by an instrument in
writing executed by the party or parties to be charged with such aleration,
amendment or waiver.  No waiver of any terms, provision or condition of or
failure to exercise or delay in exercising any rights or remedies under this
Agreement, in any one or more instances, shall be deemed to be, or construed as,
a further or continuing waiver of any such term, provision, condition, right or
remedy or as a waiver of any other term, provision or condition of this
Agreement.

          Section 8.10  Assignment.  Neither party to this Agreement will
                        ----------                                       
convey, assign or otherwise transfer any of its rights or obligations under this
Agreement without the prior written consent of the other party in its sole and
absolute discretion, except that other than as expressly provided herein any
party may (without obtaining any consent) assign any of its rights hereunder to
a successor to all or any part of its business.  Any such conveyance, assignment
or transfer requiring the prior written consent of another party which is made
without such consent will be void ab initio.  No assignment of this Agreement
will relieve the assigning party of its obligations hereunder.

          Section 8.11  Captions.  The article, section and paragraph captions
                        --------                                              
herein and the table of contents hereto are for convenience of reference only,
do not constitute part of this Agreement and will not be deemed to limit or
otherwise affect any of the provisions hereof.  Unless otherwise specified, all
references herein to numbered articles or sections are to articles and sections
of this Agreement and all references herein to annexes or schedules are to
annexes and schedules to this Agreement.

          Section 8.12  Severability.  If any provision of this Agreement or the
                        ------------                                            
application thereof to any person or circumstance is determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to persons or
circumstances other than those as to which it has been held invalid or
unenforceable, will remain in full force and effect and will in no way be
affected, impaired or invalidated thereby.  If the economic or legal substance
of the matters contemplated hereby is affected in any manner adverse to any
party as a result thereof, the parties will negotiate in good faith in an effort
to agree upon a suitable and equitable substitute provision to effect the
original intent of the parties.

          Section 8.13  Parties in Interest.  Neither of the parties hereto may
                        -------------------                                    
assign its rights or delegate any of its duties under this Agreement without the
prior written consent of the other party.  This Agreement shall be binding upon,
and shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.  Nothing contained in this Agreement,

                                      -20-

<PAGE>
 
express or implied, is intended to confer any benefits, rights or remedies upon
any person or entity other than members of the NDC Group and the Global Payments
Group.

          Section 8.14  Schedules.  All annexes and schedules attached hereto
                        ---------                                            
are hereby incorporated in and made a part of this Agreement as if set forth in
full herein.  Capitalized terms used in the schedules hereto but not otherwise
defined therein will have the respective meanings assigned to such terms in this
Agreement.

          Section 8.15  Waivers; Remedies.  No failure or delay on the part of
                        -----------------                                     
either NDC or Global Payments in exercising any right, power or privilege
hereunder will operate as a waiver thereof, nor will any waiver on the part of
either NDC or Global Payments of any right, power or privilege hereunder operate
as a waiver of any other right, power or privilege hereunder, nor will any
single or partial exercise of any right, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder.  The rights and remedies herein provided are cumulative
and are not exclusive of any rights or remedies which the parties may otherwise
have at law or in equity.

          Section 8.16  Further Assurances and Consents.  In addition to the
                        -------------------------------                     
actions specifically provided for elsewhere in this Agreement, each of the
parties hereto will use its reasonable efforts to (a) execute and deliver such
further instruments and documents and take such other actions as any other party
may reasonably request in order to effectuate the purposes of this Agreement and
to carry out the terms hereof and (b) take, or cause to be taken, all actions,
and do, or cause to be done, all things, reasonably necessary, proper or
advisable under applicable laws, regulations and agreements or otherwise to
consummate and make effective the transactions contemplated by this Agreement,
including, without limitation, using its reasonable efforts to obtain any
consents and approvals, make any filings and applications and remove any liens,
claims, equity or other encumbrance on an Asset of the other party necessary or
desirable in order to consummate the transactions contemplated by this
Agreement; provided that no party hereto shall be obligated to pay any
           --------                                                   
consideration therefor (except for filing fees and other similar charges) to any
third party from whom such consents, approvals and amendments are requested or
to take any action or omit to take any action if the taking of or the omission
to take such action would be unreasonably burdensome to the party or its Group
or the business thereof.

          Section 8.17  Counterparts.  This Agreement may be executed in one or
                        ------------                                           
more counterparts, each of which shall be deemed an original instrument, but all
of which together shall constitute one and the same Agreement.

                         (signatures on following page)

                                      -21-

<PAGE>
 
          IN WITNESS WHEREOF, the parties have caused this Employee Benefits
Agreement to be duly executed as of the day and year first above written.

                              NATIONAL DATA CORPORATION


                              By:
                                 ----------------------
                              Title:
                                    -------------------

                              GLOBAL PAYMENTS INC.



                              By:
                                 ---------------------- 

                              Title:
                                    -------------------

                                      -22-



<PAGE>
 
                                                                    EXHIBIT 10.4

                                    FORM OF


                                LEASE AGREEMENT

                                    Between





                          NATIONAL DATA CORPORATION,
                            a Delaware corporation,
                                  as Landlord


                                      And



                             GLOBAL PAYMENTS INC.,
                            a Georgia corporation,
                                   as Tenant



                      Dated: ______________________, 2000

<PAGE>
 
                               TABLE OF CONTENTS

                                LEASE AGREEMENT

<TABLE>
<CAPTION>
No.       Description                                                 Page
---       -----------                                                 ----
<S>                                                                   <C>  
 1.  Premises.......................................................     1
 2.  Lease Term.....................................................     1
 3.  Base Rent......................................................     1
 4.  Rent Payment...................................................     2
 5.  Late Charge....................................................     2
 6.  Partial Payment................................................     2
 7.  Construction of this Agreement.................................     2
 8.  Use of Premises................................................     2
 9.  Definitions....................................................     3
10.  Repairs By Landlord............................................     3
11.  Repairs By Tenant..............................................     3
12.  Alterations and Improvements...................................     4
13.  Gross Nature of Lease..........................................     4
14.  Intentionally Omitted..........................................     4
15.  Acceptance and Waiver..........................................     4
16.  Signs..........................................................     4
17.  Advertising....................................................     5
18.  Removal of Fixtures............................................     5
19.  Entering Premises..............................................     5
20.  Services.......................................................     5
21.  Indemnities....................................................     7
22.  Tenant's Insurance; Waivers....................................     7
23.  Governmental Requirements......................................     9
24.  Intentionally Omitted..........................................     9
25.  Assignment and Subletting......................................    10
26.  Default........................................................    10
27.  Landlord Default/Tenant Remedies...............................    12
28.  Destruction or Damage..........................................    12
29.  Eminent Domain.................................................    12
30.  Service of Process.............................................    13
31.  Mortgagee's Rights.............................................    13
32.  Tenant's Estoppel..............................................    14
33.  Attorney's Fees and Homestead..................................    14
34.  Parking........................................................    14
35.  Intentionally Omitted..........................................    15
36.  Waste Disposal.................................................    15
37.  Surrender of Premises..........................................    15
38.  Cleaning Premises..............................................    15
39.  No Estate In Land..............................................    15
40.  Cumulative Rights..............................................    16 
</TABLE>
 

<PAGE>
 

<TABLE> 
<S>                                                                     <C> 
41.  Paragraph Titles;
 Severability.................................    16
43.  Holding Over...................................................    16
45.  Building Allowance and Tenant Finishes.........................    16
46.  Rules and Regulations..........................................    17
47.  Quiet Enjoyment................................................    17
48.  Entire Agreement...............................................    17
49.  Limitation of Liability........................................    17
50.  Submission of Agreement........................................    17
51.  Authority......................................................    17
53.  Broker Disclosure..............................................    18
54.  Notices........................................................    18
55.  Force Majeure..................................................    18
56.  Special Stipulations...........................................    18
</TABLE>


                                     -ii-

<PAGE>
 
                            BASIC LEASE PROVISIONS
                            ----------------------


     The following is a summary of some of the Basic Provisions of the Lease. In
the event of any conflict between the terms of these Basic Lease Provisions and
the referenced Sections of the Lease, the referenced Sections of the Lease shall
control.

     1.  Building (See Section 1):           Building I
                                             1564 Northeast Expressway
                                             Atlanta, Georgia 30329

         Project (See Section 1):            National Data Plaza

     2.  Premises (See Section 1):

         Floors:                             Lobby, 1st, 2nd, 3rd and 4th floors
                                             [but excluding the mail and telecom
                                             rooms, as well as the loading dock
                                             area, which shall constitute Common
                                             Area (as defined in Section 1
                                             hereof)]

         Rentable Square Feet:               Approximately 85,188 rentable
                                             square feet in Building I, and an
                                             allocation of 2,520 rentable square
                                             feet in Building II of National
                                             Data Plaza attributable to 1st
                                             floor conference room space which
                                             Tenant shall have the non-exclusive
                                             right to use pursuant to Section 1
                                             hereof, for a total of 87,708
                                             rentable square feet.

     3.  Term (See Section 2):               3 years

     4.  Base Rent (See Sections 2 and 3):
 
                         Rate Per Rentable             Monthly
         Lease Year      Square Foot of Premises       Installment
         ----------      -----------------------       -----------
 
            1            $19.65                        $143,621.85
 
            2            $20.25                        $148,007.25
                                
            3            $20.85                        $152,392.65
 

     5.  Tenant's Share (See Section 13):    96.8% as to the Building

                                             2.1% as to Building II

     6.  Notice Address (See Section 54)

                                     -iii-

<PAGE>
 
                                LEASE AGREEMENT



   THIS LEASE AGREEMENT (hereinafter called the "Lease") is made and entered
into this ____ day of _____________________, 2000, by and between NATIONAL DATA
CORPORATION, a Delaware corporation (hereinafter called "Landlord"); and GLOBAL
PAYMENTS INC., a Georgia corporation (hereinafter called "Tenant").

   1.  Premises.   Landlord does hereby rent and lease to Tenant and Tenant does
       --------                                                                 
hereby rent and lease from Landlord, for the purposes set forth in Section 8
hereof, the following described space (hereinafter called the "Premises"):
85,188 rentable square feet of space comprising the lobby and the 1st, 2nd, 3rd
and 4th floors of a 5-story building commonly known as Building I of National
Data Plaza (the "Building") [but excluding those portions thereof that are to
constitute Common Area pursuant to Paragraph 2 of the Basic Lease Provisions]
located on the real property described in Exhibit "A" attached hereto (the
                                          ----------                      
"Property").  The Building comprises part of a 2 building office complex
currently known as National Data Plaza (together with any and all improvements
now or hereafter located thereon and together with any additional land and/or
buildings which Landlord hereinafter acquires and makes a part of such office
complex, the "Project").  The Premises shall be prepared for Tenant's occupancy
in the manner and subject to the provisions of Exhibit "B" attached hereto and
                                               ----------                     
made a part of hereof.  Landlord and Tenant agree that the number of rentable
square feet described above has been confirmed and conclusively agreed upon by
the parties.  Tenant shall also have the non-exclusive right, in common with
other tenants of the Project, to use all parking lots, sidewalks, entranceways,
roadways and other such Common Areas and facilities as are located from time to
time on the Property and intended for the use and enjoyment of such tenants and
their respective employees, guests and invitees (the "Common Area") [which right
shall include, without limitation, the non-exclusive right to use, without
additional charge, (i) the cafeteria to be located on the first (1st) floor of
Building II of National Data Plaza ("Building II"), and the conference rooms on
the 1st floor of said Building II on a first come, first served basis, as
scheduled through Landlord's scheduling coordinator who shall be designated by
Landlord to Tenant from time to time, and the base rent payable by Tenant with
respect to the rentable square feet in Building II allocated to Tenant pursuant
to Paragraph 2 of the Basic Lease Provisions is intended to and shall constitute
the sole and exclusive compensation from Tenant to Landlord for the use of such
cafeteria and Building II conference room space by Tenant].

   2.  Lease Term.   Tenant shall have and hold the Premises for a term ("Term")
       ----------                                                            
commencing on ________, 2000 (the "Commencement Date"), and ending at midnight
on the third (3rd) anniversary of (i) the day immediately preceding the
Commencement Date, if the Commencement Date is the first day of a calendar
month, or (ii) the day immediately preceding the first day of the first full
calendar month following the Commencement Date, if the Commencement Date is not
the first day of a calendar month (the "Expiration Date"), unless sooner
terminated or extended as hereinafter provided.  Promptly following the
Commencement Date, Landlord and Tenant shall, upon the request of either party,
enter into a letter agreement in the form attached hereto as Exhibit "C",
                                                             ----------  
specifying the Commencement Date, the Expiration Date, the exact number of
rentable square feet contained within the Premises and the exact amount of Base
Rent payable hereunder for the first Lease Year (as defined in Section 4 below).

   3.  Base Rent.  Tenant shall pay to Landlord, at NDC Real Estate Department,
       ---------                                                                
National Data Plaza, Building II, Atlanta, Georgia 30329, Attn:  Director of
Real Estate, or at such other place as Landlord shall designate in writing to
Tenant, annual base rent ("Base Rent") 

<PAGE>
 
in the amounts set forth in the Basic Lease Provisions. The term "Lease Year",
as used in the Basic Lease Provisions and throughout this Lease, shall mean each
and every consecutive twelve (12) month period during the Term of this Lease,
with the first such twelve (12) month period commencing on the Commencement
Date; provided, however, if the Commencement Date occurs other than on the first
day of a calendar month, the first Lease Year shall be that partial month plus
the first full twelve (12) full calendar months thereafter.

   4.  Rent Payment.  The Base Rent for each Lease Year shall be payable in
       ------------                                                          
equal monthly installments, due on the first day of each calendar month, in
advance, in legal tender of the United States of America, without abatement,
demand, deduction or offset whatsoever, except as may be expressly provided in
this Lease.  One full monthly installment of Base Rent shall be due and payable
on the date of execution of this Lease by Tenant for the first month's Base Rent
and a like monthly installment of Base Rent shall be due and payable on or
before the first day of each calendar month following the Commencement Date
during the Term hereof; provided, that if the Commencement Date should be a date
other than the first day of a calendar month, the monthly Base Rent installment
paid on the date of execution of this Lease by Tenant shall be prorated to that
partial calendar month, and the excess shall be applied as a credit against the
next monthly Base Rent installment.  Tenant shall pay, as Additional Rent, any
and all other sums due from Tenant under this Lease, if any (the term "Rent", as
used herein, means all Base Rent, Additional Rent and all other amounts payable
hereunder from Tenant to Landlord).

   5.  Late Charge.  Other remedies for non-payment of Rent notwithstanding, if
       -----------                                                            
any monthly installment of Base Rent or Additional Rent is not received by
Landlord on or before the fifth (5th) business day after the same is due, or if
any payment due Landlord by Tenant which does not have a scheduled due date is
not received by Landlord on or before the tenth (10th) business day following
the date Tenant was invoiced, a late charge of three percent (3%) percent of
such past due amount shall be immediately due and payable as Additional Rent and
interest shall accrue from the date past due until paid at the lower of ten
percent (10.0%) per annum or the highest rate permitted by applicable law.

   6.  Partial Payment.   No payment by Tenant or acceptance by Landlord of an
       ---------------                                                         
amount less than the Rent herein stipulated shall be deemed a waiver of any
other Rent due.  No partial payment or endorsement on any check or any letter
accompanying such payment of Rent shall be deemed an accord and satisfaction,
but Landlord may accept such payment without prejudice to Landlord's right to
collect the balance of any Rent due under the terms of this Lease or any late
charge assessed against Tenant hereunder.

   7.  Construction of this Agreement.   No failure of Landlord to exercise any
       ------------------------------                                           
power given Landlord hereunder, or to insist upon strict compliance by Tenant of
his obligations hereunder, and no custom or practice of the parties at variance
with the terms hereof shall constitute a waiver of Landlord's right to demand
exact compliance with the terms hereof.  TIME IS OF THE ESSENCE OF THIS LEASE.

   8.  Use of Premises.
       ---------------   

     (a) Tenant shall use and occupy the Premises for general office and
administrative purposes (including the right to use the 1st floor as a computer
room with raised floors to accommodate cabling) and for no other purpose.  The
Premises shall not be used for any illegal purpose, nor in violation of any
valid regulation of any governmental body, nor in any manner to create any
nuisance or trespass, nor in any manner to vitiate the insurance or increase the
rate of insurance on the Premises or the Building.

                                      -2-

<PAGE>
 
   (b) Tenant shall not cause or permit the receipt, storage, use, location or
handling on the Property (including the Building and Premises) of any product,
material or merchandise which is explosive, highly inflammable, or a "hazardous
or toxic material," as that term is hereafter defined.  "Hazardous or toxic
material" shall include all materials or substances which have been determined
to be hazardous to health or the environment, including, without limitation
hazardous waste (as defined in the Resource Conservation and Recovery Act);
hazardous substances (as defined in the Comprehensive Emergency Response,
Compensation and Liability Act, as amended by the Superfund Amendments and
Reauthorization Act); gasoline or any other petroleum product or by-product or
other hydrocarbon derivative; toxic substances, (as defined by the Toxic
Substances Control Act); insecticides, fungicides or rodenticide, (as defined in
the Federal Insecticide, Fungicide, and Rodenticide Act); asbestos and radon and
substances determined to be hazardous under the Occupational Safety and Health
Act or regulations promulgated thereunder.  Notwithstanding the foregoing,
Tenant shall not be in breach of this provision as a result of the presence in
the Premises of de minimis amounts of hazardous or toxic materials which are in
compliance with all applicable laws, ordinances and regulations and are
customarily present in a general office use (e.g., copying machine chemicals and
kitchen cleansers).

   9.  Definitions.   "Landlord," as used in this Lease, shall include the
       -----------                                                         
party named in the first paragraph hereof, its representatives, assigns and
successors in title to the Premises.  "Tenant" shall include the party named in
the first paragraph hereof, its heirs and representatives, and, if this Lease
shall be validly assigned or sublet, shall also include Tenant's assignees or
subtenants, as to the Premises, or portion thereof, covered by such assignment
or sublease.  "Landlord" and "Tenant" include male and female, singular and
plural, corporation, partnership, limited liability company (and the officers,
members, partners, employees or agents of any such entities) or individual, as
may fit the particular parties.

   10.  Repairs By Landlord.  Tenant, by taking possession of the Premises,
        -------------------                                                  
shall accept and shall be held to have accepted the Premises as suitable for the
use intended by this Lease.  Landlord shall not be required, after possession of
the Premises has been delivered to Tenant, to make any repairs or improvements
to the Premises, except as set forth in this Lease.  Except for damage caused by
casualty and condemnation (which shall be governed by Section 28 and 29 below),
and subject to normal wear and tear, Landlord shall (i) maintain or cause to be
maintained in good repair the Premises, the Common Area and the exterior walls,
roof, foundation and structural portions of the Building, and the central
portions of the Building's mechanical, electrical, plumbing and HVAC systems,
and (ii) maintain or cause the maintenance of such elements of Building II as
are necessary to ensure Tenant's reasonable use and enjoyment of the cafeteria
and the conference rooms on the first (1st) floor thereof as contemplated by
this Lease, provided any such repairs contemplated by parts (i) and (ii) hereof
are not necessitated by the negligence or willful misconduct of Tenant, Tenant's
invitees or anyone in the employ or control of Tenant (in which case such
repairs shall be performed by Landlord at Tenant's expense).

   11.  Repairs By Tenant. Subject to Landlord's provision of janitorial
        -----------------                                                  
services in accordance with Section 20 hereof, Tenant shall keep the Premises in
a neat and clean condition.  Tenant shall further, at its own cost and expense,
repair or restore any damage or injury to all or any part of the Building or any
other part of the Project caused by Tenant or Tenant's agents, employees,
invitees, licensees or contractors, including but not limited to any repairs or
replacements necessitated by (i) the construction or installation of
improvements to the Premises by or on behalf of Tenant, and (ii) the moving of
any property into or out of the Premises.  If 

                                      -3-

<PAGE>
 
Tenant fails to make such repairs or replacements promptly, Landlord may, at its
option and following five (5) business days prior written notice to Tenant, make
the repairs and replacements and the reasonable and actual costs of such repair
or replacements shall be charged to Tenant as Additional Rent and shall become
due and payable by Tenant with the monthly installment of Base Rent next due
hereunder.

   12.  Alterations and Improvements.   Tenant shall not make or allow to be
        ----------------------------                                         
made any alterations, physical additions or improvements in or to the Premises
without first obtaining in writing Landlord's written consent for such
alterations or additions, which consent may be granted or withheld in the sole,
unfettered discretion of Landlord (if the alterations will affect the Building
structure or systems or will be visible from outside the Premises), but which
consent shall not be unreasonably withheld, delayed or conditioned (if the
alterations will not affect the Building structure or systems and will not be
visible from outside the Premises).

   13.  "Gross" Nature of Lease.   The parties acknowledge and agree that this
        -----------------------                                                
Lease is a "full service" lease, and that the base rents specified in Paragraph
4 of the Basic Lease Provisions are "gross" to Landlord.  Notwithstanding the
foregoing, Landlord and Tenant hereby agree that (i) any increases in ad valorem
real property taxes and insurance costs applicable or allocable to the Project
for any calendar year or portion thereof during the Term over such costs
budgeted for the Project for calendar year 2000, as shown on the budget attached
hereto as Exhibit "F" attached hereto and incorporated herein, shall be passed
          -----------                                                         
through to and paid for by Tenant on a prorata basis, with Tenant being
responsible for reimbursement to Landlord of Tenant's Share of any such
increases, and (ii) Tenant shall be responsible for reimbursement to Landlord
for its prorata share of any electricity costs for the Building in excess of
that budgeted for the Building for the fiscal year or calendar year in question
pursuant to said Exhibit "F".  Any amounts owing from Tenant to Landlord
                 -----------                                            
pursuant to the immediately preceding sentence shall be due and payable within
ten (10) business days of receipt of an invoice therefor from Landlord, together
with reasonable back up documentation (and such amounts due from Tenant shall
constitute Additional Rent hereunder).

   14.  Intentionally Omitted.

   15.  Acceptance and Waiver.  Landlord shall not be liable to Tenant, or its
        ---------------------                                                   
officers, agents, employees, guests or invitees, for any damage caused to any of
them due to the Building or any part or appurtenances thereof being improperly
constructed or being or becoming out of repair, or arising from the leaking of
gas, water, sewer or steam pipes, or from electricity, but Tenant, by moving
into the Premises and taking possession thereof, shall accept, and shall be held
to have accepted the Premises as suitable for the purposes for which the same
are leased, and shall accept and shall be held to have accepted the Building and
every appurtenances thereof, and Tenant by said act waives any and all defects
therein; provided, however, that this Section shall not apply to any damages or
injury caused by or resulting from the negligence or willful misconduct of
Landlord.

   16.  Signs. Tenant shall not paint or place signs, placards, or other
        -----                                                            
advertisement of any character upon the windows of the Building except with the
consent of Landlord, which consent shall not be unreasonably withheld, delayed
or conditioned, and Tenant shall place no signs upon the outside walls, Common
Area or the roof of the Building.  Landlord shall provide and maintain as part
of the Common Area directional/identification signage between the Building and
Building II substantially in the same location and manner as exists as of the
date hereof.

   17.  Advertising. Landlord may advertise the Premises as being "For Rent"
        -----------                                                            
at any 

                                      -4-

<PAGE>
 
time within twelve (12) months prior to the expiration, cancellation or
termination of this Lease for any reason and during any such periods may exhibit
the Premises to prospective tenants upon at least twenty-four (24) hours prior
written notice.

   18.  Removal of Fixtures.  If Tenant is not in default hereunder, Tenant
        -------------------                                                  
may, prior to the expiration of the Term of this Lease, or any extension
thereof, remove any trade fixtures and equipment which it has placed in the
Premises at its expense which can be removed without significant damage to the
Premises, provided Tenant repairs all damage to the Premises caused by such
removal.  In addition, upon the expiration or earlier termination of this Lease,
Tenant shall, at its expense, remove from the Building such telephone, computer,
telecommunication and other cabling installed in connection with the Work, the
Additional Work, or any future alterations performed by Tenant, as Landlord may,
at its option, require to be removed by Tenant by written notice given at any
time and from time to time prior to the expiration or earlier termination of
this Lease, and Tenant shall repair any damage to the Building caused by such
removal.

   19.  Entering Premises.   Landlord may enter the Premises at reasonable
        -----------------                                                  
hours, provided that Landlord's entry shall not unreasonably interrupt Tenant's
business operations: (a) to make repairs, perform maintenance and provide other
services described in Section 20 below (no prior notice is required to provide
routine services) which Landlord is obligated to make to the Premises or the
Building pursuant to the terms of this Lease; (b) to inspect the Premises to see
that Tenant is complying with all of the terms and conditions of this Lease and
with the rules and regulations hereof; (c) to remove from the Premises any
articles or signs kept or exhibited therein in violation of the terms hereof;
(d) to run pipes, conduits, ducts, wiring, cabling or any other mechanical,
electrical, plumbing or HVAC equipment through the areas behind the walls, below
the floors or above the drop ceilings; and (e) to exercise any other right or
perform any other obligation that Landlord has under this Lease.  Landlord shall
be allowed to take all material into and upon the Premises that may be required
to make any repairs, improvements and additions, or any alterations, without in
any way being deemed or held guilty of trespass and without constituting a
constructive eviction of Tenant.  The Rent reserved herein shall not abate while
said repairs, alterations or additions are being made and Tenant shall not be
entitled to maintain a set-off or counterclaim for damages against Landlord by
reason of loss from interruption to the business of Tenant because of the
prosecution of any such work.  All such repairs, decorations, additions and
improvements shall be done during ordinary business hours, or, if any such work
is at the request of Tenant to be done during any other hours, the Tenant shall
pay all overtime and other extra costs.

   20.  Services.
        --------   

   (a)  Tenant shall have access to the Premises 24 hours a day, seven days a
week, provided that the "normal business hours" of the Buildings shall be from
7:00 A.M. to 6:00 P.M. EST, Monday through Friday (excluding nationally
recognized bank holidays).  Landlord shall furnish the following services on a
24 hours a day, 7 days a week basis during the Term, except as limited or
otherwise noted below:

                         (i)  Elevator service for passenger and delivery needs;

                         (ii)  Air conditioning and heat during normal business
hours in keeping with levels and standards maintained in similar office
buildings in the Atlanta, Georgia, metropolitan area (and in any event
consistent with that maintained in Building II); provided that air conditioning
and heat shall be provided to the first (1st) floor of Building I on a 24 hours
a day, 7 days a week basis;

                                      -5-

<PAGE>
 
                         (iii) Hot and cold running water for all restrooms and
lavatories;

                         (iv)  Soap, paper towels, and toilet tissue for public
restrooms;

                         (v)   Janitorial service during normal business hours
Monday through Thursday, and on 1 weekend night, in keeping with the standards
generally maintained in similar office buildings in the Atlanta, Georgia,
metropolitan area;

                         (vi)  Custodial, electrical and mechanical maintenance
services during normal business hours;

                         (vii) Electric power for lighting and outlets not in
excess of a total of 10 watts per rentable square foot of the Premises at 100%
connected load;

                         (viii)  Replacement of Building standard lamps and
ballasts as needed during normal business hours;

                         (ix)    Repairs and maintenance as described in Section
10 of this Lease during normal business hours;

                         (x)     General management, including supervision,
inspections, recordkeeping, accounting, leasing and related management functions
during normal business hours;

                         (xi)    Mail delivery during normal business hours
through the common mailroom located in the Building in the manner currently
provided; provided, however, that notwithstanding the "full service" nature of
this Lease or any provisions hereof to the contrary, the reasonable and actual
cost of labor and supplies associated with the operation of said mailroom
(including all operating expenses except postage) shall be divided between
Landlord and Tenant on a 60/40 basis (i.e., Tenant shall be responsible for 40%
of such cost), and Tenant's postage (including courier, express mail and the
like) shall be separately metered. Tenant shall be billed by Landlord monthly
for such postage and such share of other costs, with payment due from Tenant to
Landlord within ten (10) days of receipt of each such monthly invoice (which
invoices shall be accompanied by copies of supporting documentation evidencing
Tenant's postage), and such amounts due from Tenant shall constitute Additional
Rent hereunder. Notwithstanding the foregoing, Landlord and Tenant agree to
cooperate in good faith to reapportion the allocation of such operating expenses
at the beginning of each fiscal year of Landlord's during the Term based on
volume of Tenant's usage during the immediately preceding fiscal year (or
portion thereof); and 


                         (xii) Security guard service during normal business
hours substantially in the manner currently provided. 


               (b)  Tenant shall have no right to any services in excess of
those provided herein. If Tenant uses services in an amount or for a period in
excess of that provided for herein, then Landlor d reserves the right to: charge
Tenant as Additional Rent hereunder a reasonable sum as reimbursement for the
direct and actual cost of such added services; and/or charge Tenant for the cost
of any additional equipment or facilities or modifications thereto, necessary to
provide the additional services.

                                      -6-

<PAGE>
 
               (c)  Landlord shall not be liable for any damages directly or
indirectly resulting from the interruption in any of the services described
above unless and to the extent resulting from the negligence or willful
misconduct of Landlord or its agents, employees or contractors, nor shall any
such interruption entitle Tenant to any abatement of Rent except as expressly
set forth herein, or any right to terminate this Lease. Landlord shall use all
reasonable efforts to furnish uninterrupted services as required above.
Notwithstanding anything to the contrary contained herein, if Tenant cannot
reasonably use (and actually ceases to use) all or any material portion of the
Premises for Tenant's intended business operations by reason of any interruption
in services to be provided by Landlord as a result of the acts or omissions of
Landlord, its agents or employees, and such interruption continues for five (5)
or more consecutive business days, then Base Rent due under this Lease shall be
abated starting with the day immediately succeeding such five (5) business day
period for that portion of the Premises that Tenant is unable (and actually
ceases) to use for Tenant's intended business operations until such services are
restored to the Premises. Tenant shall not be entitled to the rent abatement
right set forth above if the service interruption is caused by the act or
omission of Tenant, its agents or employees.

     21.  Indemnities.  Tenant does hereby indemnify and save harmless Landlord
          -----------                                                         
against all claims for damages to persons or property anywhere in the Building
or on the Property to the extent caused by the negligence or willful misconduct
of Tenant, its agents or employees or which occur in the Premises (or arise out
of actions taking place in the Premises) except to the extent such damage is
caused by the negligence or willful misconduct of Landlord, its agents or
employees.  Landlord does hereby indemnify and hold Tenant harmless against all
claims for damaged persons or property to the extent caused by the negligence or
willful misconduct of Landlord, its agents or employees.  The indemnities set
forth hereinabove shall include the application to pay reasonable expenses
actually incurred by the indemnified party, including, without limitation,
reasonable, actually incurred attorneys' fees.  The indemnities contained herein
do not override the waivers contained in Section 22(e) below.

     22.  Tenant's Insurance; Waivers.
          ---------------------------  

          (a)  Tenant further covenants and agrees that from and after the date
of delivery of the Premises from Landlord to Tenant, Tenant will carry and
maintain, at its sole cost and expense, the following types of insurance, in the
amounts specified and in the form hereinafter provided for:

               (i)  Liability Insurance in the Commercial General Liability form
(or reasonable equivalent thereto) covering the Premises and Tenant's use
thereof against claims for personal injury or death, property damage and product
liability occurring upon, in or about the Premises, such insurance to be written
on an occurrence basis (not a claims made basis), to be in combined single
limits amounts not less than $3,000,000 and to have general aggregate limits of
not less than $5,000,000 for each policy year. The insurance coverage required
under this Section 22(a)(i) shall, in addition, extend to any liability of
Tenant arising out of the indemnities provided for in Section 21 and, if
necessary, the policy shall contain a contractual endorsement to that effect.
The general aggregate limits under the Commercial General Liability insurance
policy or policies must apply separately to the Premises and to Tenant's use
thereof (and not to any other location or use of Tenant) and such policy shall
contain an endorsement to that effect. The certificate of insurance evidencing
the Commercial General Liability form of policy shall specify all endorsements
required herein and shall specify on the face thereof that the limits of such
policy applies separately to the Premises.

                                      -7-

<PAGE>
 
               (ii)  Insurance covering all trade fixtures, merchandise and
personal property from time to time in, on or upon the Premises, and
alterations, additions or changes made by Tenant pursuant to Section 10, in an
amount not less than one hundred percent (100%) of their full replacement value
from time to time during the Term, providing protection against perils included
within the standard form of "all-risks" fire and casualty insurance policy,
together with insurance against sprinkler damage, vandalism and malicious
mischief. Any policy proceeds from such insurance shall be held in trust by
Tenant's insurance company for the repair, construction and restoration or
replacement of the property damaged or destroyed (and shall be released to the
party who is required to restore the damaged property in question pursuant to
the terms hereof, and if no such party is so designated herein, then to Tenant)
unless this Lease shall cease and terminate under the provisions of Section 28
of this Lease (in which case they will be distributed to Landlord to the extent
allocable to damage to improvements or alterations made to the Premises, and to
Tenant to the extent allocable to damage to Tenant's trade fixtures, merchandise
and personal property).

               (iii) Workers' Compensation and Employer's Liability insurance
affording statutory coverage and containing statutory limits with the Employer's
Liability portion thereof to have minimum limits of $100,000.00.

               (iv)  Business Interruption Insurance equal to not less than
fifty percent (50%) of the estimated gross earnings (as defined in the standard
form of business interruption insurance policy) of Tenant at the Premises which
insurance shall be issued on an "all risks" basis (or its equivalent).

          (b)  All policies of the insurance provided for in Section 22(a) shall
be issued in form acceptable to Landlord by insurance companies with a rating
and financial size of not less than A-X in the most current available "Best's
Insurance Reports", and licensed to do business in the state in which Landlord's
Building is located. Each and every such policy:

               (i)   shall, with respect to the commercial general liability
insurance required above, name Landlord (as well as any mortgagee of Landlord
and any other party reasonably designated by Landlord) as an additional insured.

               (ii)  shall be delivered to each of Landlord and any such other
parties in interest within thirty (30) days after delivery of possession of the
Premises to Tenant and thereafter within thirty (30) days prior to the
expiration of each such policy, and, as often as any such policy shall expire or
terminate. Renewal or additional policies shall be procured and maintained by
Tenant in like manner and to like extent;

               (iii)  shall contain a provision that the insurer will give to
Landlord and such other parties in interest at least thirty (30) days notice in
writing in advance of any material change, cancellation, termination or lapse,
or the effective date of any reduction in the amounts of insurance; and

               (iv)   shall be written as a primary policy which does not
contribute to and is not in excess of coverage which Landlord may carry.

          (c)  Any insurance provided for in Section 22(a) may be maintained by
means of a policy or policies of blanket insurance, covering additional items or
locations or insureds, provided, however, that:

                                      -8-

<PAGE>
 
               (i)   with respect to the commercial general liability insurance
required above, Landlord and any other parties in interest from time to time
designated by Landlord to Tenant shall be named as an additional insured
thereunder as its interest may appear;

               (ii)  the coverage afforded Landlord and any such other parties
in interest will not be reduced or diminished by reason of the use of such
blanket policy of insurance;

               (iii) any such policy or policies [except any covering the risks
referred to in Section 22(a)(i)] shall specify therein (or Tenant shall furnish
Landlord with a written statement from the insurers under such policy
specifying) the amount of the total insurance allocated to the Tenant's
improvements and property more specifically detailed in Section 22(a); and

               (iv)  the requirements set forth in this Section 22 are otherwise
satisfied.

          (d)  Landlord shall maintain at all times during the Term of this
Lease, with such deductible as Landlord in its sole judgment determines
advisable, insurance on the "All-Risk" or equivalent form on a Replacement Cost
Basis against loss or damage to the Building.  Such insurance shall be in the
amount of 80% of the replacement value of the Building (excluding all fixtures
and property required to be insured by Tenant under this Lease).    Landlord
shall also maintain at all times during the Term commercial general liability
insurance with limits at least equal to the amount as Tenant is required to
maintain pursuant to Section 22(a)(i) of this Lease.

          (e)  Notwithstanding anything to the contrary set forth hereinabove,
Landlord and Tenant do hereby waive any and all claims against one another for
damage to or destruction of real or personal property to the extent such damage
or destruction can be covered by "all risks" property insurance of the types
described above.  Each party shall also be responsible for the payment of any
deductible amounts required to be paid under the applicable "all risks" fire and
casualty insurance carried by the party whose property is damaged.  These
waivers shall apply if the damage would have been covered by a customary "all
risks" insurance policy, even if the party fails to obtain such coverage.  The
intent of this provision is that each party shall look solely to its insurance
with respect to property damage or destruction which can be covered by "all
risks" insurance of the types described above.

     23.  Governmental Requirements.  Tenant shall, at its own expense,
          -------------------------                                      
promptly comply with all requirements of any legally constituted governmental or
public authority made necessary by reason of any unique use by Tenant of the
Premises (as opposed to office and administrative uses generally), including,
without limitation, the Americans with Disabilities Act (the "ADA").  Landlord
shall otherwise cause the Buildings and Common Area to be in compliance with all
applicable laws, regulations and ordinances, including the ADA.

     24.  Intentionally Omitted.
          ---------------------                         

     25.  Assignment and Subletting.  Tenant may not, without the prior
          -------------------------                                      
written consent of Landlord, which consent may be withheld by Landlord in its
sole, unfettered discretion, assign this Lease or any interest hereunder, or
sublet the Premises or any part thereof, or permit the use of the Premises by
any party other than Tenant.  In the event that Tenant is a corporation or
entity other than an individual, any transfer of a majority or controlling
interest in Tenant (whether by stock transfer, merger, operation of law or
otherwise) shall be considered an assignment for 

                                      -9-

<PAGE>
 
purposes of this paragraph and shall require Landlord's prior written consent.
Consent to one assignment or sublease shall not destroy or waive this provision,
and all later assignments and subleases shall likewise be made only upon the
prior written consent of Landlord. Subtenants or assignees shall become liable
to Landlord for all obligations of Tenant hereunder, without relieving Tenant's
liability hereunder and, in the event of any default by Tenant under this Lease,
Landlord may, at its option, but without any obligation to do so, elect to treat
such sublease or assignment as a direct Lease with Landlord and collect rent
directly from the subtenant. In addition, upon any request by Tenant for
Landlord's consent to an assignment or sublease, Landlord may elect to terminate
this Lease and recapture all of the Premises (in the event of an assignment
request) or the applicable portion of the Premises (in the event of a subleasing
request); provided, however, if Landlord notifies Tenant that Landlord elects to
exercise this recapture right, Tenant may, within five (5) business days of its
receipt of Landlord's notice, notify Landlord that Tenant withdraws its request
to sublease or assign, in which case Tenant shall continue to lease all of the
Premises, subject to the terms of this Lease and Landlord's recapture notice
shall be null and void. If Tenant desires to assign or sublease, Tenant must
provide written notice to Landlord describing the proposed transaction in detail
and providing all documentation (including detailed financial information for
the proposed assignee or subtenant) reasonably necessary to let Landlord
evaluate the proposed transaction. Landlord shall notify Tenant within thirty
(30) days of its receipt of such notice whether Landlord elects to exercise its
recapture right and, if not, whether Landlord consents to the requested
assignment or sublease. If Landlord fails to respond within such thirty (30) day
period, Landlord will be deemed not to have elected to recapture and not to have
consented to the assignment or sublease. If Landlord does consent to any
assignment or sublease request and the assignee or subtenant pays to Tenant an
amount in excess of the Rent due under this Lease (after deducting Tenant's
reasonable, actual expenses in obtaining such assignment or sublease), Tenant
shall pay 50% of such excess to Landlord as and when the monthly payments are
received by Tenant. Notwithstanding anything to the contrary contained in this
Section 25, Tenant may assign or sublet its rights and obligations under this
Lease without Landlord's prior consent to a successor corporation into which or
with which Tenant is merged or consolidated or which acquired all or
substantially all of Tenant's assets and property, provided that such successor
corporation assumes substantially all of the obligations and liabilities of
Tenant hereunder.

     26.  Tenant Default/Landlord Remedies.
          --------------------------------              

     (a)  Tenant Default.  If Tenant shall default in the payment of Rent herein
          --------------                                                        
reserved when due and fails to cure such default within five (5) business days
after written notice of such default is given to Tenant by Landlord; or if
Tenant shall be in default in performing any of the terms or provisions of this
Lease other than the provisions requiring the payment of Rent, and fails to cure
such default within thirty (30) days after written notice of such default is
given to Tenant by Landlord or, if such default cannot be cured within thirty
(30) days, Tenant shall not be in default if Tenant promptly commences and
diligently proceeds the cure to completion as soon as possible and in all events
within sixty (60) days; or if Tenant is adjudicated a bankrupt; or if a
permanent receiver is appointed for Tenant's Property and such receiver is not
removed within ninety (90) days after written notice from Landlord to Tenant to
obtain such removal; or if, whether voluntarily or involuntarily, Tenant takes
advantage of any debtor relief proceedings under any present or future law,
whereby the Rent or any part thereof, is, or is proposed to be, reduced or
payment thereof deferred; or if Tenant's effects should be levied  upon or
attached and such levy or attachment is not satisfied or dissolved within thirty
(30) days after written notice from Landlord to Tenant to obtain satisfaction
thereof; then, and in any of said events, Landlord, at its option, may exercise
any or all of the remedies set forth in Section 26(b) below.

                                      -10-

<PAGE>
 
     (b)  Landlord Remedies. Upon the occurrence of any default set forth in
          -----------------                                                  
Section 26 above which is not cured by Tenant within the applicable cure period
provided therein, if any, Landlord may exercise all or any of the following
remedies:

            (i)   terminate this Lease by giving Tenant written notice of
termination, in which event this Lease shall terminate on the date specified in
such notice and all rights of Tenant under this Lease shall expire and terminate
as of such date, Tenant shall remain liable for all obligations under this Lease
up to the date of such termination and Tenant shall surrender the Premises to
Landlord on the date specified in such notice, and if Tenant fails to so
surrender, Landlord shall have the right, without notice, to enter upon and take
possession of the Premises and to expel and remove Tenant and its effects
without being liable for prosecution or any claim of damages therefor;

            (ii)  terminate this Lease as provided in the immediately preceding
subsection and recover from Tenant all damages Landlord may incur by reason of
Tenant's default, including without limitation, the then present value of (1)
the total Rent which would have been payable hereunder by Tenant for the period
beginning with the day following the date of such termination and ending with
the Expiration Date of the term as originally scheduled hereunder, minus (2) the
aggregate reasonable rental value of the Premises for the same period (as
determined by a real estate broker licensed in the State of Georgia, who has at
least ten (10) years experience, immediately prior to the date in question
evaluating commercial office space, taking into account all relevant factors
including, without limitation, the length of the remaining Term, the then
current market conditions in the general area, the likelihood of reletting for a
period equal to the remainder of the Term, net effective rates then being
obtained by landlords for similar type space in similar buildings in the general
area, vacancy levels in the general area, current levels of new construction in
the general area and how that would affect vacancy and rental rates during the
period equal to the remainder of the Term and inflation), plus (3) the costs of
recovering the Premises, and all other expenses incurred by Landlord due to
Tenant's default, including, without limitation, reasonable attorneys' fees
actually incurred, plus (4) the unpaid Rent earned as of the date of
termination, plus interest, all of which sum shall be immediately due and
payable by Tenant to Landlord;

            (iii) without terminating this Lease, and without notice to Tenant,
Landlord may in its own name, but as agent for Tenant enter into and take
possession of the Premises and re-let the Premises, or a portion thereof, as
agent of Tenant, upon any terms and conditions as Landlord may deem necessary or
desirable (Landlord shall have no obligation to attempt to re-let the Premises
or any part thereof). Upon any such re-letting, all rentals received by Landlord
from such re-letting shall be applied first to the costs incurred by Landlord in
accomplishing any such re-letting, and thereafter shall be applied to the Rent
owed by Tenant to Landlord during the remainder of the term of this Lease and
Tenant shall pay any deficiency between the remaining Rent due hereunder and the
amount received by such re-letting as and when due hereunder;

            (iv)  allow the Premises to remain unoccupied and collect Rent from
Tenant as it becomes due; or

            (v)   pursue such other remedies as are available at law or in
equity.

     27.    Landlord Default/Tenant Remedies. Landlord shall not be in default
            --------------------------------                                    
unless it fails to perform the obligations required of it by this Lease within
thirty (30) days after written notice from Tenant specifying which obligation
Landlord has failed to perform; provided, however, that if the nature of the
specified obligation is such that more than thirty (30) days are

                                      -11-

<PAGE>
 
reasonably required to complete its cure, then Landlord shall not be in default
if it commences to cure within said thirty (30) day period and thereafter
diligently prosecutes the same to completion. As to Landlord's maintenance and
repair obligations hereunder, if Landlord has not cured or commenced to cure a
maintenance or repair default set forth in said notice within said thirty (30)
day period, Tenant, may, at its option, cure such default. If Tenant elects to
cure said default, Tenant shall, prior to commencement of said work, provide to
Landlord a specific description of the work to be performed by Tenant and the
name of Tenant's contractor. Any materials used shall be of equal or better
quality than currently exists in the Building and Tenant's contractor shall be
adequately insured and of good reputation. Landlord shall reimburse Tenant for
the reasonable, actual cost of said cure upon receipt of adequate bills or other
supporting evidence substantiating said cost, less any amounts otherwise
reimbursable to Tenant under any insurance policies carried by Tenant.

     28.  Destruction or Damage.
          ---------------------                          

          (a)  If the Building or the Premises are totally destroyed by storm,
fire, earthquake, or other casualty, or damaged to the extent that, in
Landlord's reasonable opinion the damage cannot be restored within one hundred
eighty (180) days of the date Landlord provides Tenant written notice of
Landlord's reasonable estimate of the time necessary to restore the damage, or
if the damage is not covered by standard "all risks" property insurance and as a
result Landlord elects not to restore such damage, Landlord or Tenant shall have
the right to terminate this Lease effective as of the date of such destruction
or damage by written notice to the other on or before thirty (30) days following
Landlord's notice described in the next sentence and Rent shall be accounted for
as between Landlord and Tenant as of that date. Landlord shall provide Tenant
with notice within forty-five (45) days following the date of the damage of the
estimated time needed to restore, and whether the loss is covered by Landlord's
insurance coverage (and if not, whether Landlord nevertheless elects to
restore).

          (b)  If the Premises are damaged by any such casualty or casualties
but neither party is entitled to or neither party elects to terminate this Lease
as provided in subparagraph (a) above, this Lease shall remain in full force and
effect, Landlord shall notify Tenant in writing within forty-five (45) days of
the date of the damage that the damage will be restored (and will include
Landlord's good faith estimate of the date the restoration will be complete), in
which case Rent shall abate as to any portion of the Premises which is not
usable, and Landlord shall restore the Premises to substantially the same
condition as before the damage occurred as soon as practicable, whereupon full
Rent shall recommence.

     29.  Eminent Domain. If the whole of the Building or Premises, or such
          --------------                                                      
portion thereof as will make the Building or Premises unusable in the reasonable
judgment of Landlord and Tenant, cooperating together reasonably and in good
faith, for their intended purposes, is condemned or taken by any legally
constituted authority for any public use or purpose, then in either of said
events, Landlord or Tenant may terminate this Lease by written notice to the
other and the Term hereby granted shall cease from that time when possession
thereof is taken by the condemning authorities, and Rent shall be accounted for
as between Landlord and Tenant as of that date. If a portion of the Building or
Premises is so taken, but not such amount as will make the Premises unusable in
the reasonable judgment of Landlord and Tenant, cooperating together reasonably
and in good faith, for the purposes herein leased, or if neither Landlord nor
Tenant elect to terminate this Lease as aforesaid, this Lease shall continue in
full force and effect and the Rent shall be reduced prorata in proportion to the
amount of the Premises so taken. Tenant shall have no right or claim to any part
of any award made to or received by Landlord for such condemnation or taking,
and all awards for such condemnation or taking shall be made solely to

                                      -12-

<PAGE>
 
Landlord. Tenant shall, however, have the right to pursue any separate award
that does not reduce the award to which Landlord is entitled.

     30.  Service of Process. Except as otherwise provided by law, Tenant hereby
          ------------------                                                
appoints as its agent to receive the service of all dispossessory or distraint
proceedings and notices thereunder, the person in charge of or occupying the
Premises at the time of such proceeding or notice; and if no person be in charge
or occupying the Premises, then such service may be made by attaching the same
to the front entrance of the Premises.

     31.  Mortgagee's Rights.
          ------------------                             

          (a)  Tenant agrees that this Lease shall be subject and subordinate
(i) to any mortgage, deed to secure debt or other security interest now
encumbering the Property and to all advances which may be hereafter made, to the
full extent of all debts and charges secured thereby and to all renewals or
extensions of any part thereof, and to any mortgage, deed to secure debt or
other security interest which any owner of the Property may hereafter, at any
time, elect to place on the Property; (ii) to any assignment of Landlord's
interest in the leases and rents from the Building or Property which includes
the Lease which now exists or which any owner of the Property may hereafter, at
any time, elect to place on the Property; and (iii) to any Uniform Commercial
Code Financing Statement covering the personal property rights of Landlord or
any owner of the Property which now exists or any owner of the Property may
hereafter, at any time, elect to place on the foregoing personal property (all
of the foregoing instruments set forth in (i), (ii) and (iii) above being
hereafter collectively referred to as "Security Documents"). Tenant agrees upon
request of the holder of any Security Documents ("Holder") to hereafter execute
any documents which the counsel for Landlord or Holder may deem necessary to
evidence the subordination of the Lease to the Security Documents.

          (b)  In the event of a foreclosure pursuant to any Security Documents,
Tenant shall at the election of the Landlord, thereafter remain bound pursuant
to the terms of this Lease as if a new and identical Lease between the purchaser
at such foreclosure ("Purchaser"), as landlord, and Tenant, as tenant, had been
entered into for the remainder of the Term hereof and Tenant shall attorn to the
Purchaser upon such foreclosure sale and shall recognize such Purchaser as the
Landlord under the Lease. Such attornment shall be effective and self-operative
without the execution of any further instrument on the part of any of the
parties hereto. Tenant agrees, however, to execute and deliver at any time and
from time to time, upon the request of Landlord or of Holder, any instrument or
certificate that may be necessary or appropriate in any such foreclosure
proceeding or otherwise to evidence such attornment.

          (c)  If the Holder of any Security Document or the Purchaser upon the
foreclosure of any of the Security Documents shall succeed to the interest of
Landlord under the Lease, such Holder or Purchaser shall have the same remedies,
by entry, action or otherwise for the non-performance of any agreement contained
in the Lease, for the recovery of Rent or for any other default or event of
default hereunder that Landlord had or would have had if any such Holder or
Purchaser had not succeeded to the interest of Landlord.

          (d)  Tenant hereby acknowledges that if the interest of Landlord
hereunder is covered by an assignment of Landlord's interest in Lease, Tenant
shall pay all Rent due and payable under the Lease directly to the Holder of the
assignment of Landlord's interest in Lease upon notification of the exercise of
the rights thereunder by the Holder thereof.

          (e)  Notwithstanding anything to the contrary set forth in this
Section 31, the

                                      -13-

<PAGE>
 
Holder of any Security Documents shall have the right, at any time, to elect to
make this Lease superior and prior to its Security Document. No documentation,
other than written notice to Tenant, shall be required to evidence that the
Lease has been made superior and prior to such Security Documents, but Tenant
hereby agrees to execute any documents reasonably requested by Landlord or
Holder to acknowledge that the Lease has been made superior and prior to the
Security Documents.

          (f)  Notwithstanding anything to the contrary contained in this
Section 31, Tenant's subordination of the Lease to any Security Documents
currently encumbering the Premises is conditioned upon Landlord obtaining a
subordination, non-disturbance and attornment agreement substantially in the
form attached hereto as Exhibit G and made a part hereof (an "SNDA") from the
                        ---------
Holder of any such Security Documents, which SNDA Tenant must execute
simultaneously with the execution of this Lease.

          (g)  Notwithstanding anything to the contrary contained in this
Section 31, this Lease and all rights of Tenant hereunder shall only be subject
and subordinate to the lien and security title of any Security Documents created
after the date hereof provided that the Holder of said Security Documents
executes and delivers an SNDA. Tenant shall promptly execute such SNDA upon
Landlord's or such Holder's request.

     32.  Tenant's Estoppel. Tenant shall, from time to time, upon not less than
          -----------------                                                   
ten (10) days prior written request by Landlord, execute, acknowledge and
deliver to Landlord a written statement certifying that this Lease is unmodified
and in full force and effect (or, if there have been modifications, that the
same is in full force and effect as modified and stating the modifications), the
dates to which the Rent has been paid, that Tenant is not in default hereunder
and has no offsets or defenses against Landlord under this Lease, and whether or
not to the best of Tenant's knowledge Landlord is in default hereunder (and if
so, specifying the nature of the default), it being intended that any such
statement delivered pursuant to this paragraph may be relied upon by a
prospective purchaser of Landlord's interest or by a mortgagee of Landlord's
interest or assignee of any security deed upon Landlord's interest in the
Premises.

     33.  Attorney's Fees and Homestead. If either party exercises any of the
          -----------------------------                                         
remedies provided to it under this Lease as a result of the other party's
failure to comply with its obligations, or if either party brings any action to
enforce its rights under this Lease, the defaulting party shall be obligated to
reimburse the non-defaulting party, on demand, for all costs and expenses,
including reasonable attorneys' fees and court costs, actually incurred in
connection therewith. Tenant waives all homestead rights and exemptions which he
may have under any law against any obligations owing under this Lease and Tenant
hereby assigns to Landlord his homestead and exemption.

     34.  Parking. No rights to specific parking spaces are granted under this
          -------                                                           
Lease; however, subject to Landlord's rights pursuant to the last sentence of
this Section 34, Tenant shall be entitled, without charge, to use up to 3 spaces
per each 1,000 rentable square feet of space in the Premises in the parking
facilities located on the Property. All parking spaces provided to Tenant shall
be unreserved and are to be used by Tenant, its employees and invitees in common
with the other tenants of the Building and their employees and invitees. Subject
to Tenant's rights herein, Landlord reserves the right to build improvements
upon, reduce the size of, relocate, reconfigure, eliminate, and/or make
alterations or additions to such parking facilities at any time.

     35.  Intentionally Omitted

                                      -14-

<PAGE>
 
     36.  Waste Disposal.
          --------------    

          (a)  All normal trash and waste (i.e., waste that does not require
special handling pursuant to subparagraph (b) below) shall be disposed of
through the janitorial service provided by Landlord.

          (b)  Tenant shall be responsible for the removal and disposal of any
waste deemed by any governmental authority having jurisdiction over the matter
to be hazardous or infectious waste or waste requiring special handling, such
removal and disposal to be in accordance with any and all applicable
governmental rules, regulations, codes, orders or requirements. Tenant agrees to
separate and mark appropriately all waste to be removed and disposed of through
the janitorial service pursuant to (a) above and hazardous, infectious or
special waste to be removed and disposed of by Tenant pursuant to this
subparagraph (b). Tenant hereby indemnifies and holds harmless Landlord from and
against any loss, claims, demands, damage or injury Landlord may suffer or
sustain as a result of Tenant's failure to comply with the provisions of this
subparagraph (b).

     37.  Surrender of Premises. Whenever under the terms hereof Landlord is
          ---------------------                                               
entitled to possession of the Premises, Tenant at once shall surrender the
Premises and the keys thereto to Landlord in the same condition as on the
Commencement Date hereof, natural wear and tear and casualty and condemnation
only excepted, and Tenant shall remove all of its personalty therefrom and
shall, if directed to do so by Landlord, remove all improvements and restore the
Premises to its original condition prior to the construction of any improvements
which have been made therein by or on behalf of Tenant subsequent to the
Commencement Date; provided, however, that in connection with any alterations or
improvement made by or on behalf of Tenant in accordance with Section 12 hereof,
Tenant shall only be required to remove any such alterations or improvement and
restore the Premises if Landlord shall have conditioned its consent to such
alterations or improvement on such removal and restoration occurring at the
expiration of this Lease. Tenant's obligation to observe or perform these
covenants shall survive the expiration or other termination of the Term of this
Lease. If the last day of the Term of this Lease or any renewal falls on Sunday
or a legal holiday, this Lease shall expire on the business day immediately
preceding.

     38.  Cleaning Premises. Upon vacating the Premises, Tenant agrees to return
          -----------------                                                 
the Premises to Landlord broom clean and in the same condition when Tenant's
possession commenced, natural wear and tear, casualty and condemnation excepted.

     39.  No Estate In Land. This contract shall create the relationship of
          -----------------                                                   
landlord and tenant between Landlord and Tenant; no estate shall pass out of
Landlord; Tenant has only a usufruct, not subject to levy or sale, and not
assignable by Tenant except with Landlord's consent.

     40.  Cumulative Rights. All rights, powers and privileges conferred
          -----------------                                                
hereunder upon the parties hereto shall be cumulative but not restrictive to
those given by law.

     41.  Paragraph Titles; Severability. The paragraph titles used herein are
          ------------------------------                                     
not to be considered a substantive part of this Lease, but merely descriptive
aids to identify the paragraph to which they refer. If any paragraph or
provision herein is held invalid by a court of competent jurisdiction, all other
paragraphs or severable provisions of this Lease shall not be affected thereby,
but shall remain in full force and effect.

     42.  Damage or Theft of Personal Property. All personal property brought
          ------------------------------------                                  
into the

                                      -15-

<PAGE>
 
Premises shall be at the risk of the Tenant only and Landlord shall not be
liable for theft thereof or any damage thereto occasioned by any acts of co-
tenants, or other occupants of the Building, or any other person, except, with
respect to damage to the Premises, as may be occasioned by the negligent or
willful act of the Landlord, its employees and agents.

     43.  Holding Over. In the event Tenant remains in possession of the
          ------------  
Premises after the expiration of the Term hereof, or of any renewal term, with
Landlord's written consent, Tenant shall be a tenant at will and such tenancy
shall be subject to all the provisions hereof, except that the monthly rental
shall be at 150% of the monthly Base Rent payable hereunder upon such expiration
of the Term hereof, or of any renewal term. In the event Tenant remains in
possession of the Premises after the expiration of the Term hereof, or any
renewal term, without Landlord's written consent, Tenant shall be a tenant at
sufferance and may be evicted by Landlord without any notice, but Tenant shall
be obligated to pay rent for such period that Tenant holds over without written
consent at the same rate provided in the previous sentence and shall also be
liable for any and all other damages Landlord suffers as a result of such
holdover including, without limitation, the loss of a prospective tenant for
such space. There shall be no renewal of this Lease by operation of law or
otherwise. Nothing in this Section shall be construed as a consent by Landlord
for any holding over by Tenant after the expiration of the Term hereof, or any
renewal term.

     44.  Intentionally omitted.

     45.  Building Allowance and Tenant Finishes.
          --------------------------------------   

          (a)  Landlord will provide to Tenant an allowance (as the same may be
reduced as of the date hereof as hereinafter provided, the "Allowance") of
$345,000.00 to be applied to the cost of the Work and Additional Work described
in Exhibit "B". For purposes hereof, the cost of the Work and Additional Work
   -----------                                                                
shall be deemed to include, but not be limited to, the cost of the Preliminary
Plans, the Plans and Specifications, all permits and all tenant buildout
relating thereto. To the extent any of the Work is or has been performed by
Landlord prior to the date hereof, the cost thereof (as reasonably evidenced to
Tenant) shall be applied against and shall reduce the Allowance remaining as of
the date hereof on a dollar for dollar basis. Tenant and Landlord agree that all
costs of the Work and Additional Work in excess of such Allowance which are
requested by Tenant and approved by Landlord shall be paid by Tenant to Landlord
as follows: twenty-five (25%) percent of Tenant's estimated costs prior to the
commencement of the Work, fifty percent (50%) of Tenant's estimated costs within
five (5) business days of Landlord's notice to Tenant that fifty percent (50%)
of the Work is complete and the balance of actual costs within five (5) business
days of "Substantial Completion" (as hereinafter defined). The amount due for
each installment shall be set forth in a written invoice from Landlord. Should
Tenant fail to pay for such excess costs when due as herein provided, such
amount due shall accrue interest at the annual rate of ten (10.0%) percent from
the date such payment is due until paid and the failure to pay such amount when
due shall be a default, subject to the provisions of Section 26.

          (b)  The Work Letter attached hereto as Exhibit "B", and executed by
                                                  ----------                  
Landlord and Tenant, is hereby made a part of this Lease, and its provisions
shall control in the event of a conflict with the provisions contained in this
Lease.

     46.  Rules and Regulations. The rules and regulations in regard to the
          ---------------------                                              
Building, annexed hereto, and all reasonable rules and regulations which
Landlord may hereafter, from time to time, adopt and promulgate for the
government and management of said Building, are hereby

                                      -16-

<PAGE>
 
made a part of this Lease and shall, during the said term, be observed and
performed by Tenant, his agents, employees and invitees, and enforced by
Landlord in a non-discriminatory manner.

     47.  Quiet Enjoyment. Tenant, upon payment in full of the required Rent and
          ---------------                                                       
full performance of the terms, conditions, covenants and agreements contained in
this Lease, shall peaceably and quietly have, hold and enjoy the Premises during
the term hereof. Landlord shall not be responsible for the acts or omissions of
any other tenant, Tenant or third party that may interfere with Tenant's use and
enjoyment of the Premises.

     48.  Entire Agreement. This Lease contains the entire agreement of the
          ----------------                                                     
parties and no representations, inducements, promises or agreements, oral or
otherwise, between the parties not embodied herein shall be of any force or
effect.

     49.  Limitation of Liability. Landlord's obligations and liability with
          -----------------------                                              
respect to this Lease shall be limited solely to Landlord's interest in the
Building, as such interest is constituted from time to time, and neither
Landlord nor any partner of Landlord, or any officer, director, shareholder, or
partner of any partner of Landlord, shall have any personal liability whatsoever
with respect to this Lease.

     50.  Submission of Agreement. Submission of this Lease to Tenant for
          -----------------------                                          
signature does not constitute a reservation of space or an option to acquire a
right of entry. This Lease is not binding or effective until execution by and
delivery to both Landlord and Tenant.

     51.  Authority. Each of the persons executing this Lease on behalf of
          ---------                                                         
Tenant does hereby personally represent and warrant that Tenant is a duly
organized and validly existing corporation, that Tenant is qualified to do
business in the State of Georgia, that Tenant has full right, power and
authority to enter into this Lease, and that each person signing on behalf of
Tenant is authorized to do so.

     52.  Intentionally omitted.

     53.  Broker Disclosure. Landlord represents that it has dealt with no
broker in connection with this Lease. Landlord agrees that, if any broker makes
a claim for a commission based upon the actions of Landlord, Landlord shall
indemnify, defend and hold Tenant harmless from any such claim. Tenant
represents that it has dealt with no broker in connection with the Lease. Tenant
agrees that, if any other broker makes a claim for a commission based upon the
actions of Tenant, Tenant shall indemnify, defend and hold Landlord harmless
from any such claim.

     54.  Notices. Any notice which is required or permitted to be given by
          -------                                                             
either party under this Lease shall be in writing and must be given only by
certified mail, return receipt requested, by hand delivery or by nationally
recognized overnight courier service at the addresses set forth below. Any such
notice shall be deemed given on the date sent or deposited for delivery in
accordance with one of the permitted methods described above. The time period
for responding to any such notice shall begin on the date the notice is actually
received, but refusal to accept delivery or inability to accomplish delivery
because the party can no longer be found at the then current notice address,
shall be deemed receipt. Either party may change its notice address by notice to
the other party in accordance with the terms of this Section 54. The following
are the initial notice addresses for each party:

                                      -17-

<PAGE>
 
Landlord's Notice Address:         National Data Corporation
                                   National Data Plaza
                                   Atlanta, Georgia 30329-2010
                                   Attention: Director of Real Estate

With a copy to:                    National Data Corporation
                                   National Data Plaza
                                   Atlanta, Georgia 30329-2010
                                   Attention: Corporate Secretary

Tenant's Notice Address:           Global Payments Inc.
                                   4 Corporate Square
                                   Atlanta, Georgia 30329
                                   Attention: Real Estate

With a copy to:                    Global Payments Inc.
                                   4 Corporate Square
                                   Atlanta, Georgia 30329
                                   Attention: Corporate Secretary

     55.  Force Majeure. In the event of a strike, lockout, labor trouble, civil
          -------------                                                      
commotion, an act of God, or any other event beyond Landlord's control (a "force
majeure event") which results in the Landlord being unable to timely perform its
obligations hereunder to repair the Premises, provide services, or complete Work
(as provided in Exhibit "B"), so long as Landlord diligently proceeds to perform
such obligations after the end of the force majeure event, Landlord shall not be
in breach hereunder, this Lease shall not terminate, and Tenant's obligation to
pay any Base Rent, Additional Rent, or any other charges and sums due and
payable shall not be excused.

     56.  Special Stipulations. The Special Stipulations, if conflicting, if
          --------------------   
any, attached hereto as Exhibit "D" are modifications to the terms of this
                        -----------                                        
Lease and such Special Stipulation shall control in the event of any conflict
with the other provisions of this Lease or any exhibits hereto.

     IN WITNESS WHEREOF, the parties herein have hereunto set their hands and
seals, the day and year first above written.

                                      -18-

<PAGE>
 
                                            LANDLORD:
 
                                            NATIONAL DATA CORPORATION
 
 
                                            By:___________________________
                                               Title:_____________________
 
 
                                            Attest:_______________________
                                               Title:_____________________
 
                                                         (CORPORATE SEAL)
 
                                            TENANT:
 
                                            GLOBAL PAYMENTS INC., a Georgia 
                                            corporation
 
 
                                            By:___________________________
                                               Title:_____________________
 
 
                                            Attest:_______________________
                                               Title:_____________________
 
                                                         (CORPORATE SEAL)

                                      -19-

<PAGE>
 
                             RULES AND REGULATIONS


     1.   The sidewalks, entry passages, corridors, halls, elevators and
stairways shall not be obstructed by Tenants or used by them for any purpose
other than those of ingress and egress. The floors, skylights and windows that
reflect or admit light into any place in said building shall not be covered or
obstructed by Tenants. The toilets, drains and other water apparatus shall not
be used for any other purpose than those for which they were constructed and no
sweepings, rubbish or other obstructing substances shall be thrown therein.

     2.   No advertisement or other notice shall be inscribed, painted or
affixed on any part of the outside or inside of said building, except upon the
doors, and of such order, size and style, and at such places, as shall be
approved and designated by Landlord. Interior signs on doors will be ordered for
tenants by Landlord, the cost thereof to be charged to and paid for by Tenants.

     3.   Tenant shall not do or permit to be done in its Premises, or bring or
keep anything therein, which shall in any way increase the rate of insurance
carried by Landlord on the Building, or on the Property, or obstruct or
interfere with the rights of other tenants or in any way injure or annoy them,
or violate any applicable laws, codes or regulations. Tenants, agents, employees
or invitees shall maintain order in the Premises and the Building, shall not
make or permit any improper noise in the Premises or the Building or interfere
in any way with other tenants, tenants or those having business with them.
Nothing shall be thrown by tenants, their clerks or servants, out of the windows
or doors, or down the passages or skylights of the Building. No rooms shall be
occupied or used as sleeping or lodging apartments at any time. No part of the
Building shall be used or in any way appropriated for gambling, immoral or other
unlawful practices, and no intoxicating liquor or liquors shall be sold in the
Building.

     4.   Tenants shall not employ any persons other than the janitors of
Landlord (who will be provided with pass-keys into the offices) for the purpose
of cleaning or taking charge of the Premises, except as may be specifically
provided otherwise in the Lease.

     5.   No animals, birds, bicycles or other vehicles shall be allowed in the
offices, halls, corridors, elevators or elsewhere in the Building, without the
approval of Landlord.

     6.   No connections shall be made in the electric wires or gas or electric
fixtures, without the consent in writing on each occasion of Landlord. All
glass, locks and trimmings in or upon the doors and windows of the Building
shall be kept whole and, when any part thereof shall be broken by Tenant or
Tenant's agent, the same shall be immediately replaced or repaired by Tenant
(subject to Tenant's compliance with Section 12 of the Lease) and put in order
under the direction and to the satisfaction of Landlord, or its agents, and
shall be kept whole and in good repair. Tenants shall not injure, overload, or
deface the Building, the woodwork or the walls of the Premises, nor carry on
upon the Premises any noxious, noisy or offensive business.

     7.   A reasonable number of keys will be furnished tenants without charge.
No additional locks or latches shall be put upon any door without the written
consent of Landlord. tenants, at the termination of their Lease, shall return to
Landlord all keys to doors in the Building.

     8.   The use of burning fluid, camphene, benzine, kerosene or anything
except gas or electricity, for lighting the Premises, is prohibited. No
offensive gases or liquids will be

                                      -20-

<PAGE>
 
permitted.

     9.   All wiring and cabling work shall be done only by contractors approved
in advance by Landlord and Landlord shall have the right to have all such work
supervised by Building engineering/maintenance personnel.

     10.  Landlord has security personnel for the Buildings, and every person
entering or leaving the Buildings may be questioned by such personnel as to the
visitor's business in the Buildings and shall sign his or her name on a form
provided by the Buildings for so registering such persons. Landlord shall have
no liability with respect to breaches of the Buildings security, if any.

                                      -21-

<PAGE>
 
                                  EXHIBIT "A"
                                  ---------- 

                                   PROPERTY

                          [INSERT LEGAL DESCRIPTION]

<PAGE>
 
                                  EXHIBIT "B"
                                  ---------- 
                                 (WORK LETTER)


     To induce Tenant to enter into the Lease (to which this Exhibit B is
attached) and in consideration of the mutual covenants hereinafter contained,
Landlord and Tenant agree as follows:

     1.   Landlord shall build out the 2/nd/ floor of the Premises substantially
in accordance with the preliminary plans and specifications and/or preliminary
floor plans set forth on Exhibit B attached hereto and incorporated herein (the
                         ---------
"Preliminary Plans"; the work contemplated by the Preliminary Plans being
referred to herein as the "Work"). Tenant shall otherwise accept the Premises in
their AS IS condition. Within thirty (30) days after the date of the Lease,
Landlord shall prepare and submit to Tenant a set of plans and specifications
and/or construction drawings (collectively, the "Plans and Specifications")
based on the Preliminary Plans. Tenant shall have five (5) business days after
receipt of the Plans and Specifications in which to review and to give to
Landlord written notice of its approval of the Plans and Specifications or its
requested changes to the Plans and Specifications. Tenant shall have no right to
request any changes to the Plans and Specifications which would materially alter
either the Premises or the exterior appearance or basic nature of the Building,
as the same are contemplated by the Preliminary Plans. If Tenant fails to
approve or request changes to the Plans and Specifications by five (5) business
days after its receipt thereof, then Tenant shall be deemed to have approved the
Plans and Specifications and the same shall thereupon be final. If Tenant
requests any changes to the Plans and Specifications, Landlord shall make those
changes which are reasonably requested by Tenant and shall within ten (10) days
of its receipt of such request submit the revised portion of the Plans and
Specifications to Tenant. Tenant may not thereafter disapprove the revised
portions of the Plans and Specifications unless Landlord has unreasonably failed
to incorporate reasonable comments of Tenant and, subject to the foregoing, the
Plans and Specifications, as modified by said revisions, shall be deemed to be
final upon the submission of said revisions to Tenant. Tenant shall at all times
in its review of the Plans and Specifications, and of any revisions thereto, act
reasonably and in good faith. After Tenant has approved the Plans and
Specifications or the Plans and Specifications have otherwise been finalized
pursuant to the procedures set forth hereinabove, any subsequent changes to the
Plans and Specifications requested by Tenant shall be at Tenant's sole cost and
expense and subject to Landlord's written approval, which approval shall not be
unreasonably withheld, conditioned or delayed. Landlord shall use reasonable
speed and diligence to "Substantially Complete" the Work.

     2.   Any other work desired by Tenant, and approved by Landlord (which
approval shall not be unreasonably withheld), shall be performed by Landlord or
Landlord's contractors, unless Landlord otherwise consents in writing.  If
Tenant desires any work in addition to the Work described in Section 1 hereof
("Additional Work"), Tenant shall submit to Landlord or Landlord's agent (at
Tenant's sole cost and expense) the necessary drawings, plans and specifications
for the Additional Work within five (5) days of the date of the Lease.  Prior to
commencing any such Additional Work requested by Tenant, Landlord or Landlord's
agent shall submit to Tenant a written estimate of the cost of such Additional
Work.  If Tenant shall fail to approve said estimate within seven (7) days from
the receipt thereof, the same shall be deemed disapproved in all respects by
Tenant and Landlord shall not be authorized to proceed thereon.  If Tenant
desires any changes in the Additional Work after having approved the initial
plans and 

<PAGE>
 
cost estimate, Tenant shall be required to sign such field order changes
requested by Landlord or Landlord's contractors or agents to evidence any such
change desired by Tenant. Tenant acknowledges that no cost estimate will be
given for any changes in the Additional Work after the initial cost estimate has
been approved by Tenant, and Tenant shall be responsible for any and all costs
associated with any such change. The Allowance shall be applied toward the cost
of the Work and the excess, if any, toward the Additional Work. Any costs of the
Work and Additional Work in excess of the Allowance specified in the Lease shall
be due and payable from Tenant to Landlord as provided in Section 45 of the
Lease.

     3.   For purposes of this Lease, the term "Substantial Completion" (or any
variation thereof) shall mean completion of construction of the Work in
accordance with the Plans and Specifications, subject only to Punchlist items
established as hereinafter set forth, so that Tenant can lawfully occupy and
conduct its business on the 2/nd/ floor of the Premises, as established by the
delivery by Landlord to Tenant of a certificate of occupancy (or temporary
certificate of occupancy or its equivalent) for the 2/nd/ floor of the Premises
issued by the appropriate governmental authority, if a certificate is so
required by a governmental authority (and if it is not so required, then
"Substantial Completion" shall be evidenced by a Certificate of Substantial
Completion on standard AIA Form G-704 certified by Landlord's architect).  If
the Substantial Completion of the Work by Landlord is delayed due to any act or
omission of Tenant or Tenant's representatives, including any delays by Tenant
in the submission of plans, drawings, specifications or other information or in
approving any drawings or estimates or in giving any authorization or approval,
the Work shall be deemed Substantially Completed on the date when they would
have been Substantially Complete but for such delay.  Upon Substantial
Completion of the Work, a representative of Landlord and a representative of
Tenant together shall inspect the Work and generate a punchlist of defective or
uncompleted items relating to the completion of the Work (the "Punchlist"),
which Punchlist shall be incorporated into the certificate to be executed and
delivered by each of the parties upon such Substantial Completion in the form
attached hereto as Exhibit "E" (the "Completion Certificate").  Landlord shall,
within a reasonable time after the Punchlist is prepared and agreed upon by
Landlord and Tenant (and such certificate is executed and delivered by tenant as
aforesaid), complete such incomplete work and remedy such defective work as is
set forth on the Punchlist.  All construction work performed by Landlord shall
be deemed approved by Tenant in all respects except for items of said work which
are not completed or do not conform to the Plans and Specifications and which
are included on the Punchlist upon the execution and delivery of the Completion
Certificate.

<PAGE>
 
                                  EXHIBIT "C"
                                  ---------- 


                INITIAL ACKNOWLEDGMENT, ACCEPTANCE AND AMENDMENT


     Tenant hereby acknowledges that the Premises demised pursuant to the Lease
to which this Exhibit "C" is attached (the "Lease"), and all tenant finish items
to be completed by the Landlord, or Landlord's contractors, have been
satisfactorily completed in every respect, except for the Work to be performed
pursuant to Exhibit B to the Lease, and Tenant hereby accepts said Premises in
its current "AS IS" condition (notwithstanding such work to be performed
pursuant to Exhibit B to the Lease) and sufficient for the uses intended as set
forth in the Lease.  Possession of the Premises is hereby delivered to Tenant,
and any damages to walls, ceilings, floors or existing work, except for any
damages caused by Landlord or Landlord's contractors in completing the Work,
shall be the sole responsibility of Tenant.

     If any improvements or tenant finishes are to be constructed or installed
by Tenant or Tenant's contractors, as previously approved by Landlord, Tenant
hereby agrees to indemnify and hold harmless Landlord from and against any
claims, demands, loss or damage Landlord may suffer or sustain as a result of
such work by Tenant or Tenant's contractors, including, without limitation, any
claim of lien which may be filed against the Premises as a result of such work
by Tenant's contractors or representatives.  In the event any such claim of lien
is filed against Landlord's property by any contractor, laborer or materialman
performing work on the Premises at Tenant's direction, Tenant agrees to cause
such lien to be discharged, by payment of the claim or bond, within ten (10)
days of receipt of demand by Landlord.

     Tenant and Landlord hereby further acknowledge and agree as follows:

1.   The Commencement Date (as defined in the Lease) is __________________,
2000.

2.   The exact rentable square feet contained within the Premises is 87,708
square feet.

3.   The initial Base Rent payable under the Lease is $1,723,462.20, payable in
equal monthly installments as provided in the Lease.

4.   Rent under the Lease will commence as of the Commencement Date.

<PAGE>
 
5.   This Acknowledgment, Acceptance and Amendment, when executed by Landlord
and Tenant, shall be attached to and shall become a part of the Lease.  If any
provision contained herein conflicts with any provision of the Lease, the
provisions hereof shall supersede and control, and the Lease shall be deemed
modified and amended to conform with the provisions hereof.


6.   Other agreements or modifications:
     --------------------------------- 



     IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands and
seals, this _______ day of _________________, 2000.

TENANT:                                        LANDLORD:
------                                         --------
 
GLOBAL PAYMENTS INC.                           NATIONAL DATA CORPORATION
 
 
 
By:______________________                      By:______________________
     Title:______________                           Title:______________
 
 
 
Attest:__________________                      Attest:__________________
     Title:______________                           Title:______________
 
 
       [CORPORATE SEAL]                               [CORPORATE SEAL]

<PAGE>
 
                                  EXHIBIT "D"

                             SPECIAL STIPULATIONS

None.

<PAGE>
 
                                  EXHIBIT "E"
                                  ---------- 

                        WORK COMPLETION ACKNOWLEDGMENT,
                           ACCEPTANCE AND AMENDMENT


     Tenant hereby acknowledges that the Premises demised pursuant to the Lease
to which this Exhibit "E" is attached (the "Lease"), and all tenant finish items
to be completed by the Landlord, or Landlord's contractors, including, without
limitation, the Work to be performed by Landlord in accordance with Exhibit "B"
of the Lease, have been satisfactorily completed in every respect, except for
the punchlist items set forth below, and Tenant hereby accepts said Premises and
Work as substantially complete and ready for the uses intended as set forth in
the Lease.  Landlord shall complete the punchlist items, if any, as soon as is
reasonably possible.  Possession of the second floor of the Premises is hereby
delivered to Tenant, and any damages to walls, ceilings, floors or existing work
therein, except for any damages caused by Landlord or Landlord's contractors in
completing any punchlist items, shall be the sole responsibility of Tenant.

     If any improvements or tenant finishes are to be constructed or installed
by Tenant or Tenant's contractors, as previously approved by Landlord, Tenant
hereby agrees to indemnify and hold harmless Landlord from and against any
claims, demands, loss or damage Landlord may suffer or sustain as a result of
such work by Tenant or Tenant's contractors, including, without limitation, any
claim of lien which may be filed against the Premises as a result of such work
by Tenant's contractors or representatives.  In the event any such claim of lien
is filed against Landlord's property by any contractor, laborer or materialman
performing work on the Premises at Tenant's direction, Tenant agrees to cause
such lien to be discharged, by payment of the claim or bond, within thirty (30)
days of receipt of demand by Landlord.

     Tenant and Landlord hereby further acknowledge and agree as follows:

1.   The following punch list items are all that remain to be completed by
Landlord or Landlord's contractor:




2.   This Acknowledgment, Acceptance and Amendment, when executed by Landlord
and Tenant, shall be attached to and shall become a part of the Lease.  If any
provision contained herein conflicts with any provision of the Lease, the
provisions hereof shall supersede and control, and the Lease shall be deemed
modified and amended to conform with the provisions hereof.


3.   Other agreements or modifications:
     --------------------------------- 

<PAGE>
 
     IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands and
seals, this _______ day of _________________, 20__.

TENANT:                                        LANDLORD:
------                                         --------
 
GLOBAL PAYMENTS INC.                           NATIONAL DATA CORPORATION
 
 
 
By:______________________                      By:______________________
     Title:______________                           Title:______________
 
 
 
Attest:__________________                      Attest:__________________
     Title:______________                           Title:______________
 
 
       [CORPORATE SEAL]                               [CORPORATE SEAL]

<PAGE>
 
                                  EXHIBIT "F"
                                  ---------- 

                                    BUDGET

<PAGE>
 
                                  EXHIBIT "G"
                                  ---------- 

                                 FORM OF SNDA



<PAGE>
 
                                                                    EXHIBIT 10.5
                                        
                                    FORM OF

                              SUBLEASE AGREEMENT
                              ------------------
                                        

     This Sublease Agreement (this "Sublease") is made this ____ day of
____________, 2000 between Global Payment Systems, LLC, a Georgia limited
liability company ("Sublandlord"), and [Name of eHealth entity], a ____________
("Subtenant").


                                R E C I T A L S
                                - - - - - - - -

     Bellfund Realty 424 Corporation/Corporation Immobiliere Bellfund 424
("Landlord"), successor in interest to Concord Square Limited, as landlord, and
Sublandlord, successor in interest to National Data Corporation of Canada Ltd.,
as tenant, are parties to that certain Lease of Office Space dated November 1,
1989, for the lease of certain space located in One and Three Concorde Gate, Don
Mills, Ontario, Canada (the "Building"), said lease having been amended by Lease
Amending Agreements dated December 1, 1993 and May 21, 1998 (as so amended the
"Lease"; all capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in the Lease).

     Sublandlord and Subtenant desire to enter into this Sublease, pursuant to
the terms of which Subtenant will lease from Sublandlord and Sublandlord will
lease to Subtenant a portion of the Premises.

     NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00)
and the mutual covenants and obligations set
 forth in this Sublease, Sublandlord
and Subtenant do hereby agree as follows:

     1.   Subleased Premises. Sublandlord does hereby lease to Subtenant, and
          ------------------                                                  
Subtenant leases and rents from Sublandlord, that portion of the Premises
consisting of approximately 2,000 rentable square feet (2,000 rentable square
feet being the agreed upon, conclusive square footage of the Subleased Premises
for purposed hereof) as shown outlined and cross-hatched on the floor plan
attached hereto as Exhibit A and incorporated herein by this referenced (the
                   ---------                                                
"Subleased Premises"). The Subleased Premises are being leased by Sublandlord to
Subtenant "AS IS" and Sublandlord shall not be obligated to construct any
demising walls or make any improvements or alterations whatsoever with regard to
the Subleased Premises. Subtenant shall not make any improvements or alterations
to the Subleased Premises without Sublandlord's prior written consent.

     2.   Term. The term of this Sublease ("Sublease Term") shall begin on the
          ----                                                                 
___ day of ___________, 2000 and shall expire at 12:00 midnight on the
expiration date of the Lease

<PAGE>
 
unless the Lease or this Sublease is sooner terminated in accordance with the
terms and conditions set forth therein or herein.

     3.   Rent. Subtenant shall pay to Sublandlord a base rent ("Base Rent") of
          ----                                                                  
Thirty-One and 21/100 Dollars ($31.21) ($Canadian, or such other legal tender of
the jurisdiction in which the Premises are located as may then be applicable)
per rentable square foot of the Subleased Premises per annum [i.e., $62,420.00
($Can.) per annum]. The Base Rent shall be payable by Subtenant to Sublandlord
in advance in monthly installments of Five Thousand Two Hundred One and 67/100
Dollars ($5,201.67) each, which are due and payable on or before the first day
of each calendar month during the Sublease Term with appropriate prorations for
partial months. Subtenant shall also pay as additional rent hereunder
("Additional Rent") (i) Subtenant's pro rata share (based on the rentable square
footage of the Subleased Premises compared to the rentable square footage of the
Premises) of (a) all Occupancy Costs, and (b) costs for outside vendors and
service providers engaged by Sublandlord to provide janitorial, security or
other services to the Premises as a whole, and (ii) any amounts due under the
Lease for separate or "other charges" (such as excess electrical, overtime HVAC,
damage expenses, etc.) and incurred at Subtenant's request or otherwise
allocable or attributable to the Subleased Premises. All Additional Rent shall
be payable by Subtenant to Sublandlord at the time and in the same manner such
payments are due by Sublandlord under the Lease, or as otherwise reasonably
required by Sublandlord from time to time. Base Rent and Additional Rent are
referred to collectively in this Sublease as "Rent". Subtenant shall also pay
all tax due with regard to the Rent pursuant to the laws of the Country of
Canada, Providence of Ontario.

     4.   Relationship to Lease. This Sublease and all of Subtenant's rights
          ---------------------                                              
hereunder are expressly subject to and subordinate to all of the terms of the
Lease. Subtenant hereby acknowledges that it has received copies of the Lease
and has read all of the terms and conditions thereof. Subtenant hereby agrees to
assume all obligations of Sublandlord, as "Tenant" under the Lease, with respect
to the Subleased Premises. All of the terms and conditions of the Lease are
hereby incorporated into this Sublease by reference as if fully set forth herein
and except that "Landlord" shall be read as "Sublandlord" and "Tenant" shall be
read as "Subtenant"; provided, however, that (i) Subtenant hereby acknowledges
that Subtenant shall look solely to Landlord for the performance of all the
Landlord's obligations under the Lease and that Sublandlord shall not be
obligated to provide any services to Subtenant or otherwise perform any
obligations in connection with this Sublease, and (ii) Subtenant shall not be
entitled to exercise (or to require Sublandlord to exercise) any right of first
offer, right of first refusal, right to contest taxes, renewal option, purchase
option, termination option, contraction option, expansion option or any such
other right or option granted to Sublandlord as "Tenant" under the Lease.
Subtenant acknowledges that any termination of the Lease will result in a
termination of the Sublease.

     5.   Use. Subtenant's use of the Subleased Premises shall be strictly in
          ---                                                                 
accordance with the use provisions of the Lease.

                                       2

<PAGE>
 
     6.   Default. Any act or omission by Subtenant that would constitute a
          -------                                                           
default under the Lease shall, subject to the same notice and cure provisions
provided in the Lease, be deemed a default by Subtenant under this Sublease. In
addition, any failure by Subtenant to pay Rent when due (and the continuance of
such failure for five (5) days following notice from Sublandlord to Subtenant)
or any failure by Subtenant to perform any other obligations required under this
Sublease, shall be deemed a default hereunder. Any such default by Subtenant
shall entitle Sublandlord to exercise any and all remedies available to Landlord
under the Lease or any other remedies available at law or in equity under the
laws of the Country of Canada, Providence of Ontario.

     7.   Quiet Enjoyment. Provided Subtenant has performed its obligations
          ---------------                                                   
hereunder, Subtenant shall have the quiet enjoyment of the Subleased Premises
without interference by Sublandlord or anyone claiming by, through or under
Sublandlord. Sublandlord shall comply with its obligations under the Lease.
Sublandlord will use reasonable efforts to enforce Landlord's obligations under
the Lease, but if Sublandlord chooses not to pursue an action to enforce any of
Landlord's obligations but Sublandlord desires to enforce such obligations,
Sublandlord will assign its rights to Subtenant and will cooperate with
Subtenant's efforts to enforce such obligations so long as such enforcement
efforts are at Subtenant's sole expense and Subtenant indemnifies Sublandlord
from any damages, claims or expenses resulting from such enforcement effort or
Sublandlord's cooperation therewith.

     8.   Insurance and Indemnities. Subtenant hereby agrees to indemnify and
          -------------------------                                           
hold Landlord and Sublandlord harmless, with regard to its leasing and use of
Subleased Premises, to the same extent that Tenant is required to indemnify and
hold Landlord harmless with respect to the Premises. Likewise, Subtenant hereby
agrees to obtain and provide evidence satisfactory to Sublandlord, on or before
the date of this Sublease, that Subtenant is carrying insurance in the same
amounts and of the same types (including any required waiver of subrogation
provisions or endorsements) required to be carried by Sublandlord, as "Tenant"
under the Lease, with regard to the Premises.

     9.   Subleasing and Assignment. Subtenant shall have no further right to
          -------------------------                                           
sublease or assign its rights under this Sublease or its rights with regard to
the Subleased Premises without the prior written consent of Sublandlord, which
consent may be withheld in Sublandlord's sole discretion. Notwithstanding the
foregoing, Subtenant may assign or sublet its rights and obligations under this
Sublease without Sublandlord's prior consent (but subject to any rights of
Landlord under the Lease) to a successor corporation into which or with which
Subtenant is merged or consolidated or which acquired all or substantially all
of Subtenant's assets and property, provided that such successor corporation
assumes substantially all of the obligations and liabilities of Subtenant
hereunder.

     10.  Condition of Subleased Premises. Upon the expiration or earlier
          -------------------------------                                 
termination of this Sublease, Subtenant shall return the Subleased Premises to

                                       3

<PAGE>
 
Sublandlord in the condition required by the Lease, normal wear and tear and
damage by casualty or condemnation excepted.

     11.  Notices. Notices by Sublandlord and Subtenant shall be given to each
          -------                                                              
other in the same manner provided by the Lease:

               Sublandlord:        Global Payment Systems, LLC
                                   One National Data Plaza
                                   Atlanta, Georgia 30329
                                   Attention: Real Estate Department


               With a copy to:     Global Payment Systems, LLC
                                   One National Data Plaza
                                   Atlanta, Georgia 30329
                                   Attention: General Counsel

               Subtenant:          ______________________
                                   Two National Data Plaza
                                   Atlanta, Georgia 30329
                                   Attention: Real Estate Department

               With a copy to:     ______________________
                                   Two National Data Plaza
                                   Atlanta, Georgia 30329
                                   Attention: General Counsel

     12.  Signs. Subtenant shall have no right whatsoever to install any signs
          -----                                                                
in the Premises or the Building without the prior written consent of
Sublandlord, which may be granted or withheld by Sublandlord in its sole
discretion.

     13.  Miscellaneous. This Sublease shall be governed by the laws of the
          -------------                                                     
Country of Canada, Providence of Ontario. Time shall be of the essence with
regard to the obligations under this Sublease. This Sublease supersedes all
prior discussions and agreements between the parties and incorporates their
entire Agreement. Base Rent and all other sums and amounts payable pursuant to
the provisions of this Sublease shall be payable in coin or currency of the
jurisdiction in which the Premises are located which, at the time of payment, is
legal tender for the payment of public debts in such jurisdiction.

                                       4

<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals, the day and year first above written.



                                                  SUBLANDLORD:
                                 
                                                  Global Payment Systems, LLC
                                 
                                                  By:__________________________
                                                    Name:______________________
                                                    Title:_____________________



                      [Signatures continued on next page]

                                       5

<PAGE>
 
                                                  SUBTENANT:

                                                  _____________________________

                                                  By:__________________________
                                                  Name:________________________
                                                  Title:_______________________

                                                            [CORPORATE SEAL]

                                       6

<PAGE>
 
                               Landlord Consent
                               ----------------
                                        
     The undersigned, as Landlord under the Lease, does hereby consent to the
within Sublease. Landlord does further agree to provide to Subtenant any notice
of default by Sublandlord, as "Tenant" under the Lease, such notice to be
delivered simultaneously with the notice provided to Sublandlord.

                                               Bellfund Realty 424
                                               Corporation/Corporation
                                               Immobiliere Bellfund 424
                                 
                                               By: _____________________________
                                                 Name: _________________________
                                                 Title: ________________________

                                                            [CORPORATE SEAL]

                                       7

<PAGE>
 

                                    FORM OF
                               SUBLEASE AGREEMENT
                               ------------------
                                        

    This Sublease Agreement (this "Sublease") is made this ____ day of
____________, 2000 between National Data Corporation, a Delaware corporation
("Sublandlord"), and [Name of Newco entity], a ____________ ("Subtenant").


                                R E C I T A L S
                                - - - - - - - -
                                        
    Seville Plaza Management Corporation ("Landlord"), as landlord, and
Sublandlord, successor in interest to Spring Anesthesia Group, Inc., as tenant,
are parties to that certain Koll Office Lease dated June 3, 1993, for the lease
of certain space located in Seville Plaza, 5473 Kearny Villa Road, San Diego,
California (the "Building"), said lease having been amended by Amendment to
Office Lease dated March 18, 1998 (as so amended the "Lease"; all capitalized
terms used herein and not otherwise defined shall have the meanings ascribed
thereto in the Lease).

    Sublandlord and Subtenant desire to enter into this Sublease, pursuant to
the terms of which Subtenant will lease from Sublandlord and Sublandlord will
lease to Subtenant a portion of the Premises.

    NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00)
and the mutual covenants and obligations set forth in this Sublease, Sublandlord
and Subtenant do hereby agree as follows:

    1.   Subleased Premises.  Sublandlord does hereby lease to Subtenant, and
         ------------------                                                  
Subtenant leases and rents from Sublandlord, that portion of the Premises
consisting of approximately 1,771 rentable square feet (1,771 rentable square
feet being the agreed upon, conclusive square footage of the Subleased Premises
for purposed hereof) as shown outlined and cross-hatched on the floor plan
attached hereto as Exhibit A and incorporated herein by this referenced (the
                   ---------                                                
"Subleased Premises").  The Subleased Premises are being leased by Sublandlord
to Subtenant "AS IS" and Sublandlord shall not be obligated to construct any
demising walls or make any improvements or alterations whatsoever with regard to
the Subleased Premises.  Subtenant shall not make any improvements or
alterations to the Subleased Premises without Sublandlord's prior written
consent.

    2.   Term.  The term of this Sublease ("Sublease Term") shall begin on the
         ----                                                                 
___ day of ___________, 2000 and shall expire at 12:00 midnight on the
expiration date of the Lease unless the Lease or this Sublease is sooner
terminated in accordance with the terms and conditions set forth therein or
herein.

<PAGE>
 
    3.   Rent.  Subtenant shall pay to Sublandlord a base rent ("Base Rent") of
         ----                                                                  
___________ and __/100 ($__.__) per rentable square foot of the Subleased
Premises per annum ($__,___.__).  The Base Rent shall be payable by Subtenant to
Sublandlord in advance in monthly installments of
________________________________________ and __/100 ($,___.__) each, which are
due and payable on or before the first day of each calendar month during the
Sublease Term with appropriate prorations for partial months.  Subtenant shall
also pay as additional rent hereunder ("Additional Rent") (i) Subtenant's pro
rata share (based on the rentable square footage of the Subleased Premises
compared to the rentable square footage of the Premises) of (a) all Operating
Expenses, and (b) costs for outside vendors and service providers engaged by
Sublandlord to provide janitorial, security or other services to the Premises as
a whole, and (ii) any amounts due under the Lease for separate or other charges
(such as excess electrical, overtime HVAC, damage expenses, etc.) and incurred
at Subtenant's request or otherwise allocable or attributable to the Subleased
Premises.  All Additional Rent shall be payable by Subtenant to Sublandlord at
the time and in the same manner such payments are due by Sublandlord under the
Lease, or as otherwise reasonably required by Sublandlord from time to time.
Base Rent and Additional Rent are referred to collectively in this Sublease as
"Rent".  Subtenant shall also pay all tax due with regard to the Rent pursuant
to the laws of the State of California.

    4.   Relationship to Lease.  This Sublease and all of Subtenant's rights
         ---------------------                                              
hereunder are expressly subject to and subordinate to all of the terms of the
Lease.  Subtenant hereby acknowledges that it has received copies of the Lease
and has read all of the terms and conditions thereof.  Subtenant hereby agrees
to assume all obligations of Sublandlord, as "Tenant" under the Lease, with
respect to the Subleased Premises.  All of the terms and conditions of the Lease
are hereby incorporated into this Sublease by reference as if fully set forth
herein and except that "Landlord" shall be read as "Sublandlord" and "Tenant"
shall be read as "Subtenant"; provided, however, that (i) Subtenant hereby
acknowledges that Subtenant shall look solely to Landlord for the performance of
all the Landlord's obligations under the Lease and that Sublandlord shall not be
obligated to provide any services to Subtenant or otherwise perform any
obligations in connection with this Sublease, and (ii) Subtenant shall not be
entitled to exercise (or to require Sublandlord to exercise) any right of first
offer, right of first refusal, right to contest taxes, renewal option, purchase
option, termination option, contraction option, expansion option or any such
other right or option granted to Sublandlord as "Tenant" under the Lease.
Subtenant acknowledges that any termination of the Lease will result in a
termination of the Sublease.

    5.   Use.  Subtenant's use of the Subleased Premises shall be strictly in
         ---                                                                 
accordance with the use provisions of the Lease.

    6.   Default.  Any act or omission by Subtenant that would constitute a
         -------                                                           
default under the Lease shall, subject to the same notice and cure provisions
provided in the Lease, be deemed a default by Subtenant under this Sublease.  In
addition, any failure by Subtenant to pay Rent when due (and the continuance of
such failure for five (5) days 

                                       2

<PAGE>
 
following notice from Sublandlord to Subtenant) or any failure by Subtenant to
perform any other obligations required under this Sublease, shall be deemed a
default hereunder. Any such default by Subtenant shall entitle Sublandlord to
exercise any and all remedies available to Landlord under the Lease or any other
remedies available at law or in equity under the laws of the State of
California.

    7.   Quiet Enjoyment.  Provided Subtenant has performed its obligations
         ---------------                                                   
hereunder, Subtenant shall have the quiet enjoyment of the Subleased Premises
without interference by Sublandlord or anyone claiming by, through or under
Sublandlord.  Sublandlord shall comply with its obligations under the Lease.
Sublandlord will use reasonable efforts to enforce Landlord's obligations under
the Lease, but if Sublandlord chooses not to pursue an action to enforce any of
Landlord's obligations but Sublandlord desires to enforce such obligations,
Sublandlord will assign its rights to Subtenant and will cooperate with
Subtenant's efforts to enforce such obligations so long as such enforcement
efforts are at Subtenant's sole expense and Subtenant indemnifies Sublandlord
from any damages, claims or expenses resulting from such enforcement effort or
Sublandlord's cooperation therewith.

    8.   Insurance and Indemnities.  Subtenant hereby agrees to indemnify and
         -------------------------                                           
hold Landlord and Sublandlord harmless, with regard to its leasing and use of
Subleased Premises, to the same extent that Tenant is required to indemnify and
hold Landlord harmless with respect to the Premises.  Likewise, Subtenant hereby
agrees to obtain and provide evidence satisfactory to Sublandlord, on or before
the date of this Sublease, that Subtenant is carrying insurance in the same
amounts and of the same types (including any required waiver of subrogation
provisions or endorsements) required to be carried by Sublandlord, as "Tenant"
under the Lease, with regard to the Premises.

    9.   Subleasing and Assignment.  Subtenant shall have no further right to
         -------------------------                                           
sublease or assign its rights under this Sublease or its rights with regard to
the Subleased Premises without the prior written consent of Sublandlord, which
consent may be withheld in Sublandlord's sole discretion.

    10.  Condition of Subleased Premises.  Upon the expiration or earlier
         -------------------------------                                 
termination of this Sublease, Subtenant shall return the Subleased Premises to
Sublandlord in the condition required by the Lease, normal wear and tear and
damage by casualty or condemnation excepted.

    11.  Notices.  Notices by Sublandlord and Subtenant shall be given to each
         -------                                                              
other in the same manner provided by the Lease:

           Subtenant:    _______________________
                         c/o Global Payment Inc.
                         One National Data Plaza
                         Atlanta, Georgia 30329
                         Attention: Real Estate Department

                                       3

<PAGE>
 
         With a copy to:   _______________________
                           c/o Global Payment Inc.
                           One National Data Plaza
                           Atlanta, Georgia 30329
                           Attention:  General Counsel

         Sublandlord:      National Data Corporation
                           Two National Data Plaza
                           Atlanta, Georgia 30329
                           Attention:  Real Estate Department

         With a copy to:   National Data Corporation
                           Two National Data Plaza
                           Atlanta, Georgia 30329
                           Attention:  General Counsel

    12.  Signs.  Subtenant shall have no right whatsoever to install any signs
         -----                                                                
in the Premises or the Building without the prior written consent of
Sublandlord, which may be granted or withheld by Sublandlord in its sole
discretion.

    13.  Miscellaneous.  This Sublease shall be governed by the laws of the
         -------------                                                     
State of California.  Time shall be of the essence with regard to the
obligations under this Sublease.  This Sublease supersedes all prior discussions
and agreements between the parties and incorporates their entire Agreement.

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals, the day and year first above written.



                                  SUBLANDLORD:

                                  National Data Corporation

                                  By:
                                     ---------------------------
                                   Name:
                                        ------------------------
                                   Title:
                                         -----------------------



                      [Signatures continued on next page]

                                       4

<PAGE>
 
                                  SUBTENANT:

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

                                  By:
                                     ---------------------------
                                   Name:
                                        ------------------------
                                   Title:
                                         -----------------------


                                           [CORPORATE SEAL]


                                       5

<PAGE>
 
                                Landlord Consent
                                ----------------
                                        
    The undersigned, as Landlord under the Lease, does hereby consent to the
within Sublease.  Landlord does further agree to provide to Subtenant any notice
of default by Sublandlord, as "Tenant" under the Lease, such notice to be
delivered simultaneously with the notice provided to Sublandlord.

                                  Seville Plaza Management
                                  Corporation

                                  By:
                                     ---------------------------
                                   Name:
                                        ------------------------
                                   Title:
                                         -----------------------

                                            [CORPORATE SEAL]


                                       6

<PAGE>
 
                                    FORM OF
                              SUBLEASE AGREEMENT
                              ------------------
                                        

    This Sublease Agreement (this "Sublease") is made this ____ day of
____________, 2000 between Global Payment Systems, LLC, a Georgia limited
liability company ("Sublandlord"), and [Name of eHealth entity], a ____________
("Subtenant").


                                R E C I T A L S
                                - - - - - - - -
                                        
    Duke Weeks Realty Corporation ("Landlord"), successor in interest to Duke
Weeks Limited Partnership, as landlord, and Sublandlord, as tenant, are parties
to that certain Lease Agreement dated December 18, 1997, for the lease of
certain space (the "Premises") located in Building 482 of Westport Center, 2054
Westport Center Drive, Maryland Heights, Missouri (the "Building"), said lease
having been amended by First Lease Amendment dated October 26, 1998 (as so
amended the "Lease"; all capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in the Lease).

    Sublandlord and Subtenant desire to enter into this Sublease, pursuant to
the terms of which Subtenant will lease from Sublandlord and Sublandlord will
lease to Subtenant a portion of the Premises.

    NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00)
and the mutual covenants and obligations set forth in this Sublease, Sublandlord
and Subtenant do hereby agree as follows:

    1.   Subleased Premises.  Sublandlord does hereby lease to Subtenant, and
         ------------------                                                  
Subtenant leases and rents from Sublandlord, that portion of the Premises
consisting of approximately 1,784 rentable square feet (1,784 rentable square
feet being the agreed upon, conclusive square footage of the Subleased Premises
for purposed hereof) as shown outlined and cross-hatched on the floor plan
attached hereto as Exhibit A and incorporated herein by this referenced (the
                   ---------                                                
"Subleased Premises").  The Subleased Premises are being leased by Sublandlord
to Subtenant "AS IS" and Sublandlord shall not be obligated to construct any
demising walls or make any improvements or alterations whatsoever with regard to
the Subleased Premises.  Subtenant shall not make any improvements or
alterations to the Subleased Premises without Sublandlord's prior written
consent.

    2.   Term.  The term of this Sublease ("Sublease Term") shall begin on the
         ----                                                                 
___ day of ___________, 2000 ( the "Commencement Date") and shall expire at
12:00 midnight on the day immediately preceding the third (3rd) anniversary of
the Commencement Date, unless the Lease or this Sublease is sooner terminated in
accordance with the terms and conditions set forth therein or herein.
Notwithstanding the foregoing, either party hereto 


<PAGE>
 
may at any time terminate this Sublease by written notice to the other given
sixty (60) days prior to the effective date of such termination.

    3.   Rent.  Subtenant shall pay to Sublandlord a base rent ("Base Rent") of
         ----                                                                  
___________ and __/100 ($__.__) per rentable square foot of the Subleased
Premises per annum ($__,___.__).  The Base Rent shall be payable by Subtenant to
Sublandlord in advance in monthly installments of
________________________________________ and __/100 ($_,__.__) each, which are
due and payable on or before the first day of each calendar month during the
Sublease Term with appropriate prorations for partial months.  Subtenant shall
also pay as additional rent hereunder ("Additional Rent") (i) Subtenant's pro
rata share (based on the rentable square footage of the Subleased Premises
compared to the rentable square footage of the Premises) of (a) all Common Area
Charges, and (b) costs for outside vendors and service providers engaged by
Sublandlord to provide janitorial, security or other services to the Premises as
a whole, and (ii) any amounts due under the Lease for separate or other charges
(such as excess electrical, overtime HVAC, damage expenses, etc.) and incurred
at Subtenant's request or otherwise allocable or attributable to the Subleased
Premises.  All Additional Rent shall be payable by Subtenant to Sublandlord at
the time and in the same manner such payments are due by Sublandlord under the
Lease, or as otherwise reasonably required by Sublandlord from time to time.
Base Rent and Additional Rent are referred to collectively in this Sublease as
"Rent".  Subtenant shall also pay all tax due with regard to the Rent pursuant
to the laws of the State of Missouri.

    4.   Relationship to Lease.  This Sublease and all of Subtenant's rights
         ---------------------                                              
hereunder are expressly subject to and subordinate to all of the terms of the
Lease.  Subtenant hereby acknowledges that it has received copies of the Lease
and has read all of the terms and conditions thereof.  Subtenant hereby agrees
to assume all obligations of Sublandlord, as "Tenant" under the Lease, with
respect to the Subleased Premises.  All of the terms and conditions of the Lease
are hereby incorporated into this Sublease by reference as if fully set forth
herein and except that "Landlord" shall be read as "Sublandlord" and "Tenant"
shall be read as "Subtenant"; provided, however, that (i) Subtenant hereby
acknowledges that Subtenant shall look solely to Landlord for the performance of
all the Landlord's obligations under the Lease and that Sublandlord shall not be
obligated to provide any services to Subtenant or otherwise perform any
obligations in connection with this Sublease, and (ii) Subtenant shall not be
entitled to exercise (or to require Sublandlord to exercise) any right of first
offer, right of first refusal, right to contest taxes, renewal option, purchase
option, termination option, contraction option, expansion option or any such
other right or option granted to Sublandlord as "Tenant" under the Lease.
Subtenant acknowledges that any termination of the Lease will result in a
termination of the Sublease.

    5.   Use.  Subtenant's use of the Subleased Premises shall be strictly in
         ---                                                                 
accordance with the use provisions of the Lease.





                                       2

<PAGE>
 
    6.   Default.  Any act or omission by Subtenant that would constitute a
         -------                                                           
default under the Lease shall, subject to the same notice and cure provisions
provided in the Lease, be deemed a default by Subtenant under this Sublease.  In
addition, any failure by Subtenant to pay Rent when due (and the continuance of
such failure for five (5) days following notice from Sublandlord to Subtenant)
or any failure by Subtenant to perform any other obligations required under this
Sublease, shall be deemed a default hereunder.  Any such default by Subtenant
shall entitle Sublandlord to exercise any and all remedies available to Landlord
under the Lease or any other remedies available at law or in equity under the
laws of the State of Missouri.

    7.   Quiet Enjoyment.  Provided Subtenant has performed its obligations
         ---------------                                                   
hereunder, Subtenant shall have the quiet enjoyment of the Subleased Premises
without interference by Sublandlord or anyone claiming by, through or under
Sublandlord.  Sublandlord shall comply with its obligations under the Lease.
Sublandlord will use reasonable efforts to enforce Landlord's obligations under
the Lease, but if Sublandlord chooses not to pursue an action to enforce any of
Landlord's obligations but Sublandlord desires to enforce such obligations,
Sublandlord will assign its rights to Subtenant and will cooperate with
Subtenant's efforts to enforce such obligations so long as such enforcement
efforts are at Subtenant's sole expense and Subtenant indemnifies Sublandlord
from any damages, claims or expenses resulting from such enforcement effort or
Sublandlord's cooperation therewith.

    8.   Insurance and Indemnities.  Subtenant hereby agrees to indemnify and
         -------------------------                                           
hold Landlord and Sublandlord harmless, with regard to its leasing and use of
Subleased Premises, to the same extent that Tenant is required to indemnify and
hold Landlord harmless with respect to the Premises.  Likewise, Subtenant hereby
agrees to obtain and provide evidence satisfactory to Sublandlord, on or before
the date of this Sublease, that Subtenant is carrying insurance in the same
amounts and of the same types (including any required waiver of subrogation
provisions or endorsements) required to be carried by Sublandlord, as "Tenant"
under the Lease, with regard to the Premises.

    9.   Subleasing and Assignment.  Subtenant shall have no further right to
         -------------------------                                           
sublease or assign its rights under this Sublease or its rights with regard to
the Subleased Premises without the prior written consent of Sublandlord, which
consent may be withheld in Sublandlord's sole discretion.

    10.  Condition of Subleased Premises.  Upon the expiration or earlier
         -------------------------------                                 
termination of this Sublease, Subtenant shall return the Subleased Premises to
Sublandlord in the condition required by the Lease, normal wear and tear and
damage by casualty or condemnation excepted.

    11.  Notices.  Notices by Sublandlord and Subtenant shall be given to each
         -------                                                              
other in the same manner provided by the Lease:

                                       3

<PAGE>
 
         Sublandlord:              Global Payment Systems, LLC
                                   One National Data Plaza
                                   Atlanta, Georgia 30329
                                   Attention:  Real Estate Department
                               
                               
         With a copy to:           Global Payment Systems, LLC
                                   One National Data Plaza
                                   Atlanta, Georgia 30329
                                   Attention:  General Counsel
                               
         Subtenant:                ___________________
                                   Two National Data Plaza
                                   Atlanta, Georgia 30329
                                   Attention:  Real Estate Department
                               
         With a copy to:           ___________________
                                   Two National Data Plaza
                                   Atlanta, Georgia 30329
                                   Attention:  General Counsel

    12.  Signs.  Subtenant shall have no right whatsoever to install any signs
         -----                                                                
in the Premises or the Building without the prior written consent of
Sublandlord, which may be granted or withheld by Sublandlord in its sole
discretion.

    13.  Miscellaneous.  This Sublease shall be governed by the laws of the
         -------------                                                     
State of Missouri.  Time shall be of the essence with regard to the obligations
under this Sublease.  This Sublease supersedes all prior discussions and
agreements between the parties and incorporates their entire Agreement.

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals, the day and year first above written.



                                  SUBLANDLORD:

                                  Global Payment Systems, LLC

                                  By:________________________
                                    Name:____________________
                                    Title:___________________


                      [Signatures continued on next page]

                                       4

<PAGE>
 
                                  SUBTENANT:

                                  _____________________________

                                  By:__________________________
                                  Name:________________________
                                  Title:_______________________

                                           [CORPORATE SEAL]

                                       5

<PAGE>
 
                               Landlord Consent
                               ----------------
                                        
    The undersigned, as Landlord under the Lease, does hereby consent to the
within Sublease.  Landlord does further agree to provide to Subtenant any notice
of default by Sublandlord, as "Tenant" under the Lease, such notice to be
delivered simultaneously with the notice provided to Sublandlord.

                                  Duke Weeks Realty Corporation

                                  By:_____________________________
                                    Name:_________________________
                                    Title:________________________

                                            [CORPORATE SEAL]

                                       6



<PAGE>
 
                                                                    EXHIBIT 10.6

           FORM OF INTERCOMPANY'S SYSTEMS/NETWORK SERVICES AGREEMENT

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                      <C>
Article 1 Definitions and Rules of Construction........................................   2
 Section 1.1 Terms Defined in the Agreement............................................   2
 Section 1.2 Rules of Construction.....................................................   2

Article 2 Provision of Services........................................................   2

Article 3 Nature of Engagement.........................................................   3

Article 4 Allocation of Costs..........................................................   4

Article 5 Acknowledgment of Unique Relationship........................................   4

Article 6 Invoices and Payments........................................................   5
 Section 6.1 Invoices..................................................................   5
 Section 6.2 Payment...................................................................   5

Article 7 Term and Termination.........................................................   5
 Section 7.1 Initial Term..............................................................   5
 Section 7.2 Renewal Terms.............................................................   6
 Section 7.3 Extension of Telecom Carrier Contract Services............................   6
 Section 7.4 Extension in Connection with Termination Assistance.......................   6
 Section 7.5 Termination...............................................................   6
 Section 7.6 Rights Upon Termination...................................................   7
 Section 7.7 Cessation of Performance; Payment.........................................   7
 Section 7.8 Termination Assistance Services...........................................   7
 Section 7.9 Survival of Selected Provisions...........................................   8

Article 8 Ownership of Certain Equipment...............................................   8

Article 9 Service Levels...............................................................   9
 Section 9.1 General...................................................................   9
 Section 9.2 Future Service Levels.....................................................  10
 Section 9.3 Review and Remedy.........................................................  10

Article 10 Project Management and Administration.......................................  10
 Section 10.1 Senior Representatives; Monthly Reviews..................................  10
 Section 10.2 Account Managers; Weekly Meetings........................................  10
 Section 10.3 Capacity
 Planning........................................................  11
 Section 10.4 Ad Hoc Project Planning..................................................  11
 Section 10.5 Personnel Decisions......................................................  11
 Section 10.6 Efficient Use of Resources...............................................  11

Article 11 Software....................................................................  11
 Section 11.1 Third Party Agreements...................................................  11
-------------------------------------------------------------------------------------------
</TABLE>
 

                                       i

<PAGE>
 

<TABLE> 
<S>                                                                                      <C> 
 Section 11.2 Shared Software..........................................................  12
 Section 11.3 Use and Licensing Restrictions on Shared Software........................  12
 Section 11.4 Derivative Works.........................................................  13
 Section 11.5 Application of Current Technology........................................  13

Article 12 Warranties And Additional Undertakings......................................  13
 Section 12.1 By Provider..............................................................  13
 Section 12.2 Security.................................................................  14
 Section 12.3 Virus Avoidance..........................................................  14
 Section 12.4 Disabling Codes..........................................................  14
 Section 12.5 Pass-Through Warranties..................................................  14
 Section 12.6 Disclaimer of Warranties.................................................  14
 Section 12.7 Noninfringement..........................................................  14
 Section 12.8 Regulatory Proceedings and Compliance with Laws..........................  15

Article 13 Confidential Information....................................................  15
 Section 13.1 Confidential Information of Recipient....................................  15
 Section 13.2 Confidential Information of Provider.....................................  15
 Section 13.3 Exclusions...............................................................  15
 Section 13.4 Disclosure...............................................................  16

Article 14 Indemnities.................................................................  16
 Section 14.1 Losses Defined...........................................................  16
 Section 14.2 Indemnities for Certain Losses...........................................  16
 Section 14.3 Limitation of Liability..................................................  17
 Section 14.4 Exclusion of Certain Damages.............................................  17
 Section 14.5 Duty to Mitigate.........................................................  17
 Section 14.6 Time Limit to Make Claims................................................  17

Article 15 Dispute Escalation and Mediation............................................  18
 Section 15.1 Resolution of Disputes by Account Managers...............................  18
 Section 15.2 Involvement of Senior Representatives....................................  18
 Section 15.3 Involvement of Chief Executive Officers..................................  18
 Section 15.4 Non-binding Mediation....................................................  18
 Section 15.5 Expenses of Mediation....................................................  18
 Section 15.6 Sole Remedy Upon Failure of Mediation....................................  19
 Section 15.7 Continuation of Services and Obligations Pending Resolution of Disputes..  19

Article 16 Miscellaneous...............................................................  19
 Section 16.1 General Audit Rights.....................................................  19
 Section 16.2 No Audit Rights for Telecommunication....................................  19
 Section 16.3 Recipient Responsible for Third Party Electronic Interfaces..............  20
 Section 16.4 Subcontracting...........................................................  20
 Section 16.5 Assignment...............................................................  20
 Section 16.6 Consents and Approvals...................................................  20
 Section 16.7 Relationship of the Parties..............................................  20
-------------------------------------------------------------------------------------------
</TABLE>
 

                                      ii

<PAGE>
 

<TABLE> 
<S>                                                                                      <C> 
 Section 16.8 Non-solicitation or Hiring of Employees..................................  21
 Section 16.9 Expenses.................................................................  21
 Section 16.10 Notices.................................................................  21
 Section 16.11 Amendment and Waiver....................................................  22
 Section 16.12 Entire Agreement........................................................  22
 Section 16.13 Severability............................................................  22
 Section 16.14 Governing Law...........................................................  22
 Section 16.15 Force Majeure...........................................................  22
 Section 16.16 Counterparts............................................................  22

Exhibit 1.01--Index of Terms Defined in the Agreement..................................  23

Addendum I--Telecom Services...........................................................   1
 Telecom Carrier Contract Services.....................................................   1
 Telecom Support Services..............................................................   1
 Charges...............................................................................   1
 Expiration / Extension of Current Telecom Carrier Contracts...........................   1
 Telecom Locations.....................................................................   1
 Overview of Telecom Support Services..................................................   2
 Specific Telecom Support Services.....................................................   2
 Personnel Levels and Skills Maintenance...............................................   4

Addendum II--Tandem Services...........................................................   1
 General...............................................................................   1
 Locations.............................................................................   1
 Specific Tandem Services..............................................................   1
 Interface Management..................................................................   2
 Personnel Levels and Skills Maintenance...............................................   2
 Reporting.............................................................................   2

Addendum III--Transition Services......................................................   1
 General...............................................................................   1
 Locations.............................................................................   1
 Specific Transition Support Services..................................................   1
 Cessation of Transition Support Services..............................................   2

Addendum IV--Ad Hoc Services...........................................................   1
 General...............................................................................   1
 Project Requests; Project Management..................................................   1
 Resource Commitment...................................................................   1

Addendum V--Allocation of Costs........................................................   1
 Cost of Services......................................................................   1
 ----------------
 Costing Methodologies for Telecom Services............................................   3
 ------------------------------------------
 Costing Methodologies for Tandem Services.............................................   3
 -----------------------------------------

-------------------------------------------------------------------------------------------
</TABLE>
 

                                      iii

<PAGE>
 

<TABLE> 
<S>                                                                                       <C> 
Addendum VI--Termination Fee...........................................................   1

Addendum VII--Capacity Planning........................................................   1
 12-Month Rolling Forecasts............................................................   1
 Additional Capacity Requirements......................................................   1

-------------------------------------------------------------------------------------------
</TABLE>


                                      iv

<PAGE>
 
                                    FORM OF

                Intercompany Systems/Network Services Agreement

     This Intercompany Systems/Network Services Agreement (the "Agreement") is
between National Data Corporation, a Delaware corporation ("NDC" or "Provider"),
and Global Payments Inc., a ___________ corporation ("Global" or "Recipient")
(Global and NDC are each referred to as a "Party" and both are referred to as
the "Parties"), and is dated as of and is made effective as of _____________,
2000 (the "Effective Date").

                                  Background

     Prior to the Effective Date, NDC had two primary areas of business, the
processing of  electronic payments and related information transactions (the
"eCommerce Business") and the processing of Healthcare provider claims and
related transactions among health care providers and health care insurers as
well as providing Healthcare data base information. (the "Health Business")

     The Board of Directors of NDC has determined that it is in the best
interests of NDC and its shareholders for NDC to transfer and assign to Global
the capital stock of National Data Payment Systems, Inc., Global Payment Holding
Company, NDC Holdings (UK) Ltd., Merchant Services U.S.A. and their respective
subsidiaries (the "NDC Global Subsidiaries") that hold all of the assets and
liabilities that currently constitute NDC's Global business and a 0.85% general
partnership interest in GPS Holding Limited Partnership as a contribution to the
capital of Global and to receive in exchange therefor shares of Global common
stock, and to thereafter make a distribution (the "Distribution") on a date (the
"Distribution Date") to the holders of NDC common stock of all of the
outstanding shares of Global common stock at the rate of __ share of Global
common stock for every __ share of NDC common stock outstanding pursuant to a
Distribution Agreement, dated as of the date hereof, between NDC and Global (the
"Distribution Agreement"). The Parties intend that the transactions described in
the Distribution Agreement will be effective at the Effective Time (as that term
is defined in the Distribution Agreement). Upon the Effective Time, NDC's
business will be the Health Business, and Global's business will be the
eCommerce Business.

     Although the transactions provided for in the Distribution Agreement and
the Ancillary Agreements (as that term is defined in the Distribution Agreement)
will provide for the separation of NDC and Global into separate and distinct
entities and the substantial separation of their operations, and although the
Parties had, prior to the Effective Date, begun (and in some cases, completed)
the separation of certain computer system and network system functions, other
computer systems and network activities presently shared by the Parties, such as
the network of interrelated Tandem computers and related devices and systems
(the "Tandem System"), and the telecommunication contracts and related devices
and systems (the "Telecom System") that serve both the Health Business and the
eCommerce Business should not be separated as of the Effective Date for economic
reasons for both companies.

     Accordingly, the Parties deem it to be appropriate and in their best
interests in connection 

<PAGE>
 
with the Distribution that NDC shall provide to Global certain services upon the
terms and conditions of this Agreement for the period provided for herein and
that Global will reimburse NDC for such services, on an allocated cost basis,
plus certain fees for administrative costs.

                             Terms and Conditions

     Now, Therefore, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereto agree as follows:

               ARTICLE 1  Definitions and Rules of Construction

Section 1.1  Terms Defined in the Agreement

     An index of terms defined in the body of the Agreement is attached hereto
as Exhibit 1.01--Index of Terms Defined in the Agreement.

Section 1.2  Rules of Construction

     In this Agreement, unless the context requires otherwise, the singular
shall include the plural and vice versa.  The words "including," "includes" or
"included," shall be deemed to be followed by the words "without limitation."

                       ARTICLE 2  Provision of Services

     (a)  "Services" means the services described (i) in Addendum I--Telecom
Services (the "Telecom Services," which term refers to both the Telecom Carrier
Contract Services described therein (the "Telecom Carrier Contracts Services")
and the Telecom Support Services described therein (the "Telecom Support
Services")); (ii) in Addendum II--Tandem Services (the "Tandem Services"); (iii)
in Addendum III--Transition Services (the "Transition Services"); and (iv) in
Addendum IV--Ad Hoc Services (the "Ad Hoc Services").

     (b)  Starting on the Effective Date and continuing during the Term,
Provider shall provide the Services to, and perform the Services for, Recipient,
subject to the terms and conditions of this Agreement.

     (c)  There may be functions, responsibilities, activities and tasks not
specifically described in this Agreement which are required for the proper
performance and provision of the Services and are an inherent part of, or a
necessary sub-part included within, the Services.  If such functions,
responsibilities, activities and tasks are determined to be required for the
proper performance and provision of the Services, or are an inherent part, or a
necessary sub-part included within, the Services, such functions,
responsibilities, activities and tasks shall be deemed to be implied by and
included within the scope of the Services, to the same extent and in the same
manner as if specifically described in this Agreement.  Each such determination
shall be made by agreement of the Parties or resolved pursuant to the dispute
resolution provisions of Article 15 hereof.

                                       2

<PAGE>
 
     (d)  During the Term, each Party may exercise control over some portion(s)
of the facilities to be used to provide and perform the Services for Recipient.
Each Party shall provide the other Party and its employees, agents and
representatives reasonable access to such portion(s) of the facilities as
necessary or appropriate for the performance, delivery and use of the Services
and for the operation, maintenance, upgrade, support and use of any other
hardware, software and other resources owned or leased by either Party and
located in the facilities.

                        Article 3  Nature of Engagement

     (a)  During the Term, Provider will be the exclusive provider to Recipient
of the Tandem Services (the "Tandem Exclusive"), subject to termination of the
Tandem Exclusive upon any termination of this Agreement pursuant to Article 7
hereof, and with the exception that the Recipient may engage one or more third
parties to perform, or may itself perform, services in the nature of Telecom
Support Services in connection with its own contracts with telecommunications
carriers permitted by this Agreement.

     (b)  Notwithstanding the foregoing, the Tandem Exclusive shall not prohibit
Recipient from itself performing or from causing third parties to perform and
deliver to Recipient services similar or identical to the Tandem Services,
provided that such additional services are provided or delivered by using a
technology platform other than a platform of a type that was used by Provider on
the Effective Date to provide and deliver the Tandem Services hereunder.
Accordingly, Provider acknowledges that, during the Term, Recipient may
purchase, lease, develop, construct and/or build a front-end processing system
and/or separate technology platform whose performance and functionality is
substantially similar to the Tandem System provided that such new front-end
processing system or technology platform is not a platform of the type that was
used by Provider on the Effective Date.  Further, Recipient may, during the
Term, use any such system purchased, leased, developed, constructed and/or built
by it to perform services similar or identical to the Tandem Services for and on
behalf of Recipient or any of its customers, subject to Recipient's minimum
volume commitments for the Tandem Services.  Additionally, the Tandem Exclusive
(i) shall not apply to Recipient's cash management business and operations, (ii)
shall not require any corporation, business unit, business division, or other
entity acquired by Recipient during the Term whether by merger, consolidation or
otherwise to use the Tandem Services, and (iii) shall not require any
corporation, business unit, business division, or other entity that acquires
Recipient during the Term whether by merger, consolidation or otherwise to use
the Tandem Services (but in such case the Tandem Exclusive will continue to
apply to Recipient, and Recipient shall be required to obtain the Tandem
Services from Provider).

                        Article 4  Allocation of Costs

     All costs incurred by Provider in connection with the provision of the
Services will be allocated between the Parties as described in the body of this
Agreement or in Addendum V--Allocation of Costs.  Costs will be estimated and
allocated on a fiscal year basis, based on the process described in Addendum V--
Allocation of Costs.

     Recipient acknowledges and agrees that Provider will incur both fixed and
variable costs 

                                       3

<PAGE>
 
and make commitments to incur such costs, including personnel, equipment and
other contractual commitments, based on the volume of Telecom Carrier Contract
Services or Tandem Services of Provider and Recipient which are projected as
part of the 12-month rolling forecasts described in Addendum VII and referred to
in Addendum V (the "Projected Volumes"). If, for any reason, including reasons
beyond Recipient's control, such as a loss of customers, (i) Recipient's actual
use of Telecom Carrier Contract Services or Tandem Services is less than the
Projected Volumes, or (ii) Recipient expects to require a lower volume of
Telecom Carrier Contract Services or Tandem Services than the Projected Volumes,
Recipient must notify Provider of such losses (or anticipated losses) within
thirty (30) days after the date that Recipient has notice of such losses or
anticipated losses. Notwithstanding any such lower volumes during a fiscal year,
no reductions in allocations for the fixed costs of Provider or charges made in
accordance with such fixed cost allocations will be made for such fiscal year.
Provider will, however, use commercially reasonable efforts to eliminate the
variable costs associated with the provision of the Services and the attendant
reduction in costs will be shared by the Parties on a pro rata or other
equitable basis.

     All fixed costs, including budgeted costs for a fiscal year and any other
costs actually incurred for a fiscal year (for example, unbudgeted raises for
personnel that were planned for such fiscal year, unbudgeted new hires required
to perform the Services, or unbudgeted increases in license fees for Third Party
Software used to provide Services) shall be considered minimums for such fiscal
year.  Provider will, however, use commercially reasonable efforts to reduce the
fixed costs during the Term and, to the extent that Provider is able to achieve
a reduction in costs, the reductions in costs will be shared by the Parties on a
pro rata or other equitable basis.

               Article 5  Acknowledgment of Unique Relationship

     The Parties acknowledge and agree that the relationship established by this
Agreement, which has been established as a result of the fact that, prior to the
Distribution Date, the Services were provided to the Health Business and the
eCommerce Business from a unified system, is unique.  The Parties further
acknowledge and agree that, after the Distribution Date, (i) the Tandem Services
will be provided to Recipient by Provider using the same integrated, networked
computer system that provides similar services to Provider's business; (ii) the
Telecom Carrier Contract Services obtained for Recipient are and will be managed
and supervised as part of similar services obtained for Provider's business
using the same integrated, networked system; (iii) the costs to both Parties of
obtained telecommunications carriage services will likely increase if the
Parties are unable to take advantage of their combined volume needs; and (iv)
because the Parties are sharing systems, any diminution of quality, services
levels, reliability, uptime of systems or similar matters, including the Telecom
Carrier Contract Services and the Tandem Services, will impact both Parties
equally.  Finally, the Parties acknowledge and agree that the Services are not
being provided by Provider in order to make a profit, but instead, the fees and
expenses of providing the Services are based on an allocation of costs as more
fully described in Addendum V hereto.

                                       4

<PAGE>
 
                       Article 6  Invoices and Payments

Section 6.1  Invoices

     Provider will provide Recipient monthly invoices which shall list with
respect to the period covered by such invoice the estimated fixed and variable
costs for such period, any other charges that comprise the monthly charge
determined in accordance with Addendum V hereto, and any other charges provided
for by this Agreement. Within forty-five (45) business days following the end of
each quarter, Provider will provide Recipient with a statement that reconciles
the estimated fixed and variable costs allocated on a monthly basis for such
quarter with the fixed and variable costs actually incurred for such quarter,
and provide a credit for any excess payment, and submit an invoice for any
underpayment.

     Provider will use commercially reasonable efforts to provide Recipient with
an invoice by the third business day of the month following the month in which
the Services were rendered.

     Recipient must notify Provider of any objection within thirty (30) days
after its receipt of the invoice, and must provide reasonable details as to
specific charges to which Recipient objects, and the basis for such objection.

Section 6.2  Payment

     Recipient agrees to pay Provider all costs allocated to it in accordance
with this Agreement and all other charges that Provider is entitled to charge
pursuant to this Agreement by wire transfer to a bank account designated by
Provider electronically within two business days of the time of Recipient's
receipt of an invoice prepared in accordance with Section 6.1 hereof.  Any
payments for overcharges or undercharges required under Section 6.1 or Section
16.1 hereof shall be made within ten (10) days of discovery of such overcharge
or undercharge and shall also be made by wire transfer to a bank account
designated by Recipient or Provider, as the case may be.

     If any portion of an amount due to Provider under this Agreement is subject
to a dispute between the Parties, Recipient shall nonetheless pay and remit to
Provider on the date such amount is due all amounts not disputed in good faith
by Recipient.

                        Article 7  Term and Termination

Section 7.1  Initial Term

     This Agreement shall begin on the Effective Date, and shall expire on the
day before the third annual anniversary of the Effective Date (the "Initial
Term"), unless (i) renewed or extended as provided in Section 7.2, Section 7.3
or Section 7.4 hereof or (ii) terminated earlier in accordance with the terms of
this Agreement.

Section 7.2  Renewal Terms

     This Agreement may be renewed for one renewal term of one (1) year if,
during the Initial Term, Recipient gives written notice of renewal at least 360
days prior to the last day of the 

                                       5

<PAGE>
 
Initial Term.

     If Recipient renews this Agreement in accordance with the foregoing
paragraph, then this Agreement may be renewed for a second renewal term of one
(1) year if Recipient gives written notice of the second renewal at least 360
days prior to the last day of the first Renewal Term (the Initial Term and each
Renewal Term are collectively referred to herein as the "Term").

Section 7.3  Extension of Telecom Carrier Contract Services

     If, during the Term and with the consent of Recipient, Provider enters into
any new Third Party Agreement for telecommunications carrier services, or, after
receiving the prior written consent of Recipient, extends or renews any existing
Third Party Agreement for telecommunications carrier services in order to
provide Telecom Carrier Contract Services to Recipient and Provider, and such
new, extended or renewed Third Party Agreement for telecommunications carrier
services expires after the Term, then this Agreement shall be extended (but only
for Telecom Carrier Contract Services and not for Telecom Support Services or
other Services and not for purposes of the Tandem Exclusive) until any such new,
extended or renewed contract has expired.

Section 7.4  Extension in Connection with Termination Assistance

     If, pursuant to Section 7.8, Recipient requests that Provider provide
Termination Assistance Services, then this Agreement shall be extended (but not
for purposes of the Tandem Exclusive) during the period that Provider provides
such Termination Assistance Services.

Section 7.5  Termination

     (a)  Recipient may terminate this Agreement for the following reasons:

          (i)    For convenience by  giving Provider at least one (1) year prior
     notice designating the termination date and paying the amounts described in
     Addendum VI--Termination Fee (the "Termination Fee"); or

          (ii)   if Provider becomes insolvent or is unable to pay its debts or
     enters into or files (or has filed or commenced against it) a petition,
     arrangement, application, action or other proceeding seeking relief or
     protection under the bankruptcy laws of the United States or any similar
     laws of the United States or any state of the United States, or make a
     general assignment for the benefit of creditors;

          (iii)  Under the circumstances described in the Procedures Manual (as
     defined below) by giving such notice, and paying such fees, if any
     described in the Procedures Manual, and by paying the Termination Fee.

     (b)  Provider may terminate this Agreement if Recipient defaults in the
payment when due of any undisputed amount due to Provider and does not cure such
default within thirty (30) days after receiving notice of the default.  Upon any
such termination, Recipient shall pay Provider all charges and costs accrued and
payable through the date of termination plus the 

                                       6

<PAGE>
 
Termination Fee.

Section 7.6  Rights Upon Termination

     At the expiration or earlier termination of this Agreement for any reason,
however described, the Parties agree as follows:

     (a)  Upon Recipient's request, Provider agrees to transfer to Recipient
that portion of the equipment and hardware used by Provider as of the Effective
Date to provide the Services to Recipient, in accordance with the terms of
Article 8 below;

     (b)  Each Party will provide to the other a source code and object code
license to any derivative works of Shared Software required to be provided under
Section 11.4 below;

     (c)  If Provider is a licensee of any software which is used only for the
purpose of providing Services to Recipient, Recipient may elect to take a
transfer or an assignment of such license, subject to the terms of such license,
and provided that Recipient assumes responsibility for any maintenance or other
payments under such Third Party Agreements that arise or become due and payable
after the effective date of termination or expiration of the Agreement.  In the
event of a transfer or assignment pursuant to this Section 7.6(c), Recipient
shall also pay any transfer fee or similar charge imposed by the applicable
vendor;

     (d)  If Provider is a licensee of any software which is used both for the
purpose of providing Services to Recipient and for Provider's own needs, and
Recipient must obtain its own license if it intends to use such software after
the effective date of termination or expiration of this Agreement  each Party
will be responsible for obtaining their respective licenses, but if any one-time
fee is imposed by a vendor to grant such license (but not any ongoing fees or
royalty payments), such one time fee shall be shared by the parties equally, and

     (e)  Upon Recipient's request, Provider will transfer or assign to
Recipient or its designee, on mutually acceptable terms and conditions, any
Third Party Agreements not otherwise treated in this Article 7.

Section 7.7  Cessation of Performance; Payment

     Upon expiration or termination of this Agreement for any reason, except as
provided in Section 7.8, Provider will cease to have any obligation to perform
the Services hereunder, and Recipient will pay and remit to Provider all amounts
due to Provider for all Services provided and expenses incurred  through the
date of such expiration or termination.

Section 7.8  Termination Assistance Services

     In connection with the expiration or termination of this Agreement for any
reason, Provider will, at the request of Recipient, (i) provide the Tandem
Services for up to six (6) months and (ii) provide the termination assistance
services reasonably requested by recipient  for up to twelve (12) months, in
each case as reasonably needed by Recipient in order to assist Recipient in the
orderly transfer of the Services from Provider to Recipient or to another
services 

                                       7

<PAGE>
 
provider (collectively, the "Termination Assistance Services"); provided,
however, that (i) Recipient shall be obligated to pay all fees and expenses of
Provider incurred in connection with the rendering of said Termination
Assistance Services, and (ii) upon a termination by Provider pursuant to Section
7.5(b), Provider shall not be required to provide Termination Assistance
Services unless Recipient prepays the applicable monthly charges for the entire
duration of the Termination Assistance Services within 30 days of notice of its
intent to terminate.

Section 7.9  Survival of Selected Provisions

     Notwithstanding the expiration or earlier termination of this Agreement for
any reason, however described, the following sections of this Agreement shall
survive any such expiration or termination: Article 1, Section 7.4, Section 7.6,
Section 7.7, Section 7.8, Section 7.9, Article 8, Section 11.2, Section 11.3,
Section 11.4, Article 13, Article 14, Article 15, Section 16.8, Section 16.10,
Section 16.11, Section 16.12, Section 16.13 and Section 16.14.  Upon termination
or expiration of this Agreement, all rights and obligations of the Parties under
this Agreement will immediately cease and terminate (except for the rights and
obligations under those Sections specifically designated to survive in this
Section 7.8).

                   Article 8  Ownership of Certain Equipment

     (a)  During the Term, Provider may purchase one or more items of computer
equipment and related devices to be added to the Tandem System, the Telecom
System and any other systems used to provide the Services (the "Ancillary
Systems") in order to satisfy the capacity requirements of Recipient as
reasonably determined by it pursuant to the capacity planning process described
in Addendum VII - Capacity Planning.  All such equipment and devices (the "Added
Devices") shall be owned by Provider.  Provider will be responsible for
maintaining, supporting and operating the Added Devices subject to payment by
Recipient of the actual costs incurred by Provider determined in accordance with
Addendum V hereto.

     (b)  Recipient will pay Provider a monthly fee for the Added Devices equal
to (i) the sum of the invoice price for each such Added Device plus any
installation costs associated with the integration and implementation of the
Added Device into the Tandem System divided by (ii) the number of months over
which such Added Device is depreciated by Provider for financial accounting
purposes (provided that the depreciation method is in accordance with generally
accepted accounting principles and is approved by Recipient (which approval
shall not be unreasonably withheld)).  Upon the expiration or termination of
this Agreement, Recipient must pay an amount equal to  the sum of the remaining
monthly payments required to be paid by Recipient to Provider for such Added
Devices under this subsection (b), and may acquire possession and ownership of
such Added Devices from Provider upon the payment of one-half of Provider's
reasonable expenses to transfer possession of same to Recipient (including
without limitation, the remaining costs of any Added Devices as required above,
any costs incurred by Provider in connection with the disconnection of the Added
Devices, any cost of reconnecting any portions of the Tandem System, the Telecom
System or any Ancillary System necessitated by the disconnection of the Added
Devices, and all crating and shipping charges).  Any leasehold improvements
required in connection with any Added Devices will be governed by the [Lease
Agreement].

                                       8

<PAGE>
 
     (c) In addition, upon the expiration or termination of this Agreement,
Recipient may acquire possession and ownership from Provider of that portion of
the Tandem System, the Telecom System and any Ancillary System owned by Provider
and used by Provider as of the Effective Date to provide Services to Recipient,
or that Provider otherwise agrees to transfer to Recipient, upon payment of an
amount equal to one-half of Provider's reasonable expenses to transfer ownership
and possession of same to Recipient (including without limitation any costs
incurred by Provider in connection with disconnection of such equipment and
devices, any cost of reconnecting any portions of the Tandem System, the Telecom
System or any Ancillary System necessitated by the disconnection of such
equipment and devices, and all crating and shipping charges).  Provider
represents, warrants and covenants that any and all computer equipment and
related devices transferred to Recipient pursuant to this Article 8 shall be in
good working condition as of the date of transfer to Recipient.

     If any portion of the Tandem System, the Telecom System or any Ancillary
System that Recipient acquires under this Article 8 is subject to a third party
lien or security interest, Recipient , in addition to any other payment required
by this Section, must assume Provider's obligations under such lien or security
interest if permitted by the terms of the applicable lien or security interest,
and if not permitted, satisfy such lien or security interest.

     (d) Provider and Recipient acknowledge and agree that either party may
purchase equipment and devices for its exclusive use (the "Exclusive Devices")
that will interconnect with the Tandem System, the Telecom System or Ancillary
Systems; provided, however, that the party wishing to interconnect an Exclusive
Device must first demonstrate that the interconnection of such Exclusive Device
to the Tandem System will not materially and adversely affect the integrity,
security, functionality or performance of the Tandem System.  The Party adding
such Exclusive Device will be responsible for maintaining, supporting and
operating it.  The Parties may, however, negotiate a fee pursuant to which
Provider will maintain, support and operate an Exclusive Device of Recipient
during the Term.

                           Article 9  Service Levels
Section 9.1  General

     The Parties have agreed to a procedures manual (the "Procedures Manual")
that governs the performance of the Services by Provider.  Provider agrees that
the performance and delivery of the Services will meet or exceed any agreed upon
service levels to be set forth in the Procedures Manual, and Recipient agrees
that its only remedies for the failure of the performance or delivery of the
Services to meet or exceed any agreed upon service levels set forth in the
Procedures Manual will be the remedies, if any, set forth in the Procedures
Manual.

Section 9.2  Future Service Levels

     If a service level for a particular Service or aspect of the Services is
not set forth in the Procedures Manual, and Recipient requests that one or more
service levels be established for a particular aspect of the Services, then
Provider, with the assistance of Recipient, shall perform an assessment of the
historical service levels as they existed for the twelve (12) month period
before 

                                       9

<PAGE>
 
the Effective Date for such aspect of the Services, and Provider will propose
service levels based on that assessment. When service levels for such aspect of
the Services have been accepted in writing by Recipient and Provider, such
service levels shall be incorporated into the Procedures Manual, and Provider
will thereafter perform in accordance with such new service levels. The Parties
intend that any and all service levels will not be less favorable to Recipient
during the Term than they are at the initiation of the Services pursuant to this
Agreement.

Section 9.3  Review and Remedy

     The Parties will review the extent to which the Services were performed in
accordance with the Procedures Manual as part of each Monthly Review (as that
term is defined below). If the Services have been performed at a level below any
applicable service levels included in the Procedures Manual, each Party may
propose one or more remedies if no specific remedy is set forth in the
Procedures Manual.  These remedies can include modification of the applicable
service levels, equipment changes or changes in operational processes.  If,
after the involvement of the Senior Representatives, the Parties are unable to
agree to remedies, either Party may invoke the provisions of Article 15.
Notwithstanding the foregoing, in the event that the Parties cannot reach
agreement regarding a remedy for a failure to meet applicable service levels
after resort to the dispute resolution procedures set forth in Article 15, then
the Parties may pursue the remedies, if any, available under the Procedures
Manual.

               Article 10  Project Management and Administration

Section 10.1  Senior Representatives; Monthly Reviews

     Provider and Recipient each shall appoint a senior member of management to
represent them with respect to the relationship of the Parties hereunder (each,
a "Senior Representative"). The Provider Senior Representative and the Recipient
Senior Representative shall meet at least one time each calendar month (the
"Monthly Review") to review Provider's performance under this Agreement.

Section 10.2  Account Managers; Weekly Meetings

     Provider and Recipient will each appoint an account manager to serve as
such Party's main contact with the other Party for project and request
submissions, status reporting, disputes and other issues related to this
Agreement (each, an "Account Manager").  The Account Managers shall hold weekly
meetings (the "Weekly Meetings") to discuss performance under this Agreement and
all operational and administrative issues relating thereto.  The Weekly Meeting
will be the formal mechanism for Recipient to submit new Ad Hoc Project requests
and discuss on-going Ad Hoc Projects.

Section 10.3  Capacity Planning

     The Parties will plan for future capacity needs, both with respect to the
Tandem System and the Telecom System, as set forth in Addendum VII--Capacity
Planning.

                                       10

<PAGE>
 
Section 10.4  Ad Hoc Project Planning

     The Parties will plan, and Provider shall perform, any and all ad hoc
projects needed by Recipient (each, an "Ad Hoc Project") as set forth in
Addendum IV--Ad Hoc Services.

Section 10.5  Personnel Decisions

     (a)  Provider will consult with Recipient in each instance prior to
transferring, reassigning, terminating, hiring or making other changes in any of
the human resources allocated by Provider as of the Effective Date to the
performance and delivery of the Services, or, with respect to Ad Hoc Projects,
assigned to the performance of an Ad Hoc Project pursuant to Addendum IV hereto.
Provider will use commercially reasonable efforts to maintain continuity of the
persons performing Services under this Agreement.

     (b)  If Recipient reasonably and in good faith determines that it is not in
Recipient's best interests for any Provider or subcontractor employee to be
appointed to perform or to continue performing any of the Services, Recipient
shall give Provider written notice specifying the reason for its position and
requesting that such employee not be appointed or be removed from the Provider
group servicing Recipient and be replaced with another Provider employee.
Promptly after its receipt of such a notice, Provider shall investigate the
matters set forth in the notice, discuss with Recipient the results of the
investigation, and the Parties will use commercially reasonable efforts to
resolve the matter on a mutually acceptable basis.  Since the Provider is
ultimately accountable for delivery of service to Recipient, Provider shall be
the party ultimately responsible for deciding the resolution of such issues.

Section 10.6  Efficient Use of Resources

     Provider shall take commercially reasonable actions to efficiently
administer, manage, operate and use the resources employed by Provider to
provide and perform the Services that are chargeable to Recipient under this
Agreement.

                             Article 11  Software

Section 11.1  Third Party Agreements

     (a)  NDC represents and warrants that it has obtained all Required Consents
(as defined below) under the contractual, leasing and licensing arrangements
used by NDC to provide the Tandem Services and the Telecom Contract Carrier
Services (the "Third Party Agreements").  The parties have agreed on a list of
all Third Party Agreements.  NDC will use the services, products and software
licensed or acquired under the Third Party Agreements, together with the Shared
Software (as that term is defined below) and the computer hardware and other
devices owned by it to operate the Tandem System, the Telecom System and the
Ancillary Systems and to provide and deliver the Tandem Services and the Telecom
Contract Carrier Services to Recipient under the terms of this Agreement.

     (b)  The Parties believe that the terms and conditions of the Third Party
Agreements permit Provider to provide the Tandem Services and the Telecom
Contract Carrier Services to 

                                       11

<PAGE>
 
Recipient pursuant to the terms of this Agreement without any increase in any
royalty fee or any other adverse change in the terms and conditions of such
agreements; however, to the extent that Provider determines or has notice of any
claim that any Third Party Agreement restricts Provider from providing any of
such Services, Provider shall promptly negotiate an amendment to such Third
Party Agreement so that it may provide such Services (whether by the grant of a
sublicense or otherwise), and in such event if Provider incurs any increase in
the cost of the royalty fee or other adverse change in the terms and conditions
of an existing Third Party Agreement, or renewal or extension thereof, the
Parties shall share proportionately in the additional cost of such Third Party
Agreement (or the increased royalties or the cost of any other adverse change in
the terms and conditions) that corresponds to Recipient's proportionate use of
such Third Party Agreement. For purposes of this Agreement, Required Consents
means any consents or approvals required to be obtained for the Recipient and
Provider to have access to, and use of, the space, equipment, software and/or
third party services provided under the Third Party Agreements in connection
with the Services.

     Except as provided above, Provider will be responsible for the payment of
all license fees, royalty fees, maintenance fees, acquisition costs or similar
costs incurred in connection with the use of Third Party Software, all of which
will be included as part of the cost allocation process described in Addendum V-
-Allocation of Costs.  Recipient will be responsible for the payment of all
license fees, royalty fees, maintenance fees, acquisition costs or similar costs
of any Third Party Software used by Provider solely to provide Services to
Recipient, none of which will be included as part of the cost allocation process
described in Addendum V--Allocation of Costs.

Section 11.2  Shared Software

     Prior to the Effective Date, Provider had internally developed certain
software, some of which was used to support the Health Business, some of which
was used to support the eCommerce Business, and some of which (including, but
not limited to, the FrontEnd switch) was used to support both the Health
Business and the eCommerce Business (the "Shared Software").  Upon the Effective
Date, each Party will have joint ownership in all Shared Software.

Section 11.3  Use and Licensing Restrictions on Shared Software

     (a)  Notwithstanding its joint ownership of the Shared Software, Provider
agrees that it may not, during the Term or at any time thereafter, use any
Shared Software to operate or facilitate the operation of any business
substantially similar to the eCommerce Business (except as required to perform
the Services for Recipient in accordance with this Agreement).

     (b)  Notwithstanding its joint ownership of the Shared Software, Recipient
agrees that it may not, during the Term or at any time thereafter, use any
Shared Software to operate or facilitate the operation of any business
substantially similar to the Health Business.

     (c)  The Parties agree that, in the event that any Shared Software is sold
or licensed by either Party during the Term to any third party, all net revenue
received in connection with such 

                                       12

<PAGE>
 
sale or license shall be divided equally between the Parties.

     (d)  In the event that either Party breaches the restrictions set forth in
this Article 11 with respect to Shared Software, the non-breaching Party shall
be entitled to seek injunctive relief and damages for such breach.

Section 11.4  Derivative Works

     (a)  Each Party has the right to develop derivative works of any of the
Shared Software.  The Parties agree that derivative works of Shared Software
developed by a Party shall also be considered to be Shared Software and shall be
subject to all of the restrictions contained in Section 11.3 above, provided
however, in the case of a derivative work of Shared Software that executes
solely on a technology platform other than a Tandem platform, the restrictions
on use and licensing set forth in this Article 11 shall expire ten (10) years
after the effective date of the termination or expiration of this Agreement.

     (b)  During the Term, each Party shall be obligated to furnish to the other
Party any and all derivative works of any Shared Software that execute on a
Tandem platform, but neither Party shall be obligated to furnish to the other
Party any derivative works of any Shared Software that executes solely on a
technology platform other than the Tandem platform.  After the Term, neither
Party shall be obligated to furnish the other Party any derivative works of any
Shared Software.

Section 11.5  Application of Current Technology

     In providing Services hereunder, Provider will continue to utilize the
technology that was used prior to the Effective Date.  Provider may not make
changes to its technology that materially and adversely affect the Services.

     If Recipient consents to any change to the technology used by Provider to
perform the Services, and the Parties determine that such change materially
increases the quality of the Services, any increased development costs, expenses
or fees associated with such technology changes will be shared by Provider and
Recipient based on the (proportionate) use of the Services that were materially
improved in quality.

              Article 12 Warranties and Additional Undertakings

Section 12.1  By Provider

     Provider will perform the Services in a professional and workmanlike
manner.

Section 12.2  Security

     Provider is responsible for running a professional data center with the
normal safeguards of an "average" business.  Provider shall perform the Services
in accordance with the physical and data security procedures set forth in the
Procedures Manual.

                                       13

<PAGE>
 
Section 12.3  Virus Avoidance

     Each Party will take commercially reasonable measures to ensure that no
virus or similar items are coded or introduced into any software used to provide
the Services and the operating environments used to provide the Services.  Both
Parties will continue to perform and maintain at least the virus protection and
correction procedures and processes in place at Provider prior to the Effective
Date.  If a virus is found to have been introduced into any software or
operating environment used to provide the Services, both Parties shall use
commercially reasonable efforts and diligently work to eliminate the effects of
the virus.  However, Provider shall take immediate action to remediate the
virus' proliferation in the Tandem System and the operating environment used to
provide the Services.  The Party causing or permitting a virus to be introduced
into any software or operating environment used to provide the Services shall
bear the costs associated with such efforts and the Losses caused by such a
virus.  If Recipient introduces or permits the introduction of a virus, Provider
shall be relieved of the affected services levels described in the Procedures
Manual to the extent such virus impacts Provider's ability to satisfy such
service levels.

Section 12.4  Disabling Codes

     Each Party agrees that it will not insert or use disabling codes in any
software or equipment used to provide the Services.  The Parties further
covenant that with respect to any disabling code that may be part of any
software or equipment used to provide the Services, neither Party will invoke
such disabling code at any time, including upon expiration or termination of
this Agreement for any reason.

Section 12.5  Pass-Through Warranties

     Provider agrees to pass through to Recipient any warranties given by its
third party vendors in connection with hardware, software or other products or
services used by Provider to provide the Services to the extent permitted by the
terms and conditions of such warranties.

Section 12.6  Disclaimer of Warranties.

     Except as otherwise expressly provided herein, neither party makes any
other representations or warranties, of any kind, nature or description,
including without limitation any warranties of merchantability or fitness for a
particular purpose.

Section 12.7  Noninfringement

     Each of the Parties covenants that it will perform its responsibilities
under this Agreement in a manner that does not infringe, or constitute an
infringement or misappropriation of, any patent, trade secret, copyright or
other proprietary right of any third party.

Section 12.8  Regulatory Proceedings and Compliance with Laws

     Each Party agrees, at its cost and expense, to obtain all necessary
regulatory approvals applicable to its business, to obtain any necessary permits
for its business, and to comply with all 

                                       14

<PAGE>
 
laws and regulatory requirements applicable to the performance of its
obligations under this Agreement. If a Party seeking a regulatory approval or a
necessary permit is dependant upon the cooperation of other Party in order to
obtain such approval or permit, the other Party will provide such cooperation as
is reasonably necessary provided that the Party seeking such cooperation shall
reimburse the cooperating Party for all costs incurred in connection therewith.

                     Article 13 Confidential Information

Section 13.1  Confidential Information of Recipient

     Provider covenants and agrees to keep and hold in confidence all of
Recipient's data and other confidential or proprietary information (collectively
the "Recipient Confidential Information") provided hereunder or obtained in
connection herewith, and will use said Recipient Confidential Information only
in connection with the performance of the Services.  Provider will employ
substantially the same safeguards, but not less than reasonable safeguards, in
protecting the Recipient Confidential Information that it uses in safeguarding
confidential data of its own, or the confidential data of its customers, against
accidental or unauthorized deletion, destruction or alteration.

Section 13.2  Confidential Information of Provider

     Recipient covenants and agrees to keep and hold in confidence all of
Provider's data and other confidential or proprietary information (collectively
the Provider Confidential Information) provided hereunder or obtained in
connection herewith, and will use said Provider Confidential Information only in
connection with its receipt of the Services. Recipient will employ substantially
the same safeguards, but not less than reasonable safeguards, in protecting said
Provider Confidential Information that it uses in safeguarding confidential data
of its own, or confidential data of its customers, against accidental or
unauthorized deletion, destruction or alteration.

Section 13.3  Exclusions

     Notwithstanding Section 13.1 and Section 13.2, this Article 13 will not
apply to any information which Provider or Recipient can demonstrate, based on
documentary evidence, was: (a) without a breach of duty owed to the disclosing
party, is in the possession of the receiving party at the time of disclosure to
it; (b) received after disclosure to it from a third party who had a lawful
right to and, without a breach of duty owed to the disclosing party, did
disclose such information to it; or (c) independently developed by the receiving
party without reference to Company Information of the disclosing party.
Further, either Party may disclose the other Party's Confidential Information to
the extent required by law or order of a court or governmental agency.  However,
the recipient of such Confidential Information must give the other Party prompt
notice and make a reasonable effort to obtain a protective order or otherwise
protect the confidentiality of such information, all at the discloser's cost and
expense.

Section 13.4  Disclosure

     Each Party may disclose the other Party's Confidential Information to those
of the 

                                       15

<PAGE>
 
recipient Party's attorneys, auditors, insurers (if applicable), subcontractors
and full time employees who have a need to have access to such information and
have agreed to hold the information confidential.

                            Article 14  Indemnities

Section 14.1  Losses Defined

     "Losses" shall mean all losses, liabilities, damages, penalties and claims
(including taxes and all related interest and penalties incurred directly with
respect thereto), and all related costs, expenses and other charges (including
all reasonable attorneys' fees and reasonable costs of investigation,
litigation, settlement or judgment, interest and penalties).

Section 14.2  Indemnities for Certain Losses

     Each Party shall indemnify (in such case, that Party is referred to as the
"indemnitor") the other Party (in such case, that Party is referred to as the
"indemnitee") from all Losses arising out of:

     (a)  any claim for rent or utilities at any location where the indemnitor
is financially responsible under this Agreement for such rent or utilities, or

     (b)  any claim for wages, benefits, third party fees, taxes, assessments,
duties, permits or other charges of any nature for which the indemnitor is
financially responsible under this Agreement, as well as any additions to tax,
penalties, interest, fees or other expenses incurred by the indemnitor as a
result of such charges not being paid at the time or in the manner required by
applicable law, or

     (c)  an act or omission of the indemnitor in its capacity as an employer of
a person and arising out of or relating to (1) federal, state or other laws or
regulations for the protection of persons who are members of a protected class
or category of persons, (2) sexual discrimination or harassment, (3) accrued
employee benefits not expressly assumed by the indemnitee and (4) any other
aspect of the employment relationship or its termination (including claims for
breach of an express or implied contract of employment) and which, with respect
to each of clauses (1) through (4), arose when the person asserting the claim,
demand, charge, actions, cause of action or other proceeding was or purported to
be an employee of the indemnitor, or

     (d)  any claims of infringement of any patent or any copyright, trademark,
service mark, trade name, trade secret, or similar property right conferred by
contract or by common law or by any law of any country or any state alleged to
have been incurred because of or arising out of any aspect of the Services
provided by Provider in its performance of the Services, or

     (e)  any claims for personal injuries, death or damage to tangible personal
or real property of third parties including employees of a Party, and its
subcontractors caused by the negligence or willful misconduct of such Party, its
employees, affiliates or subcontractors.  However, neither Party will have any
obligation under this part, to the extent the same arise out of or in connection
with the negligence or willful misconduct of the non-indemnifying Party, its

                                       16

<PAGE>
 
employees, affiliates or subcontractors.

Section 14.3  Limitation of Liability

     Except for a breach of Section 6.2, Payment, Section 11.3, Use and
Licensing Restrictions on Shared Software, Article 13, Confidential Information,
or liabilities arising from the Parties' indemnification obligations under
Section 14.2, Indemnities for Certain Losses, the liability of each Party to the
other for all damages arising out of or related to this Agreement, regardless of
the form of action that imposes liability will be limited to $100,000.00;
provided however, that this limitation of liability also will not apply to the
liability of either Party to the extent such liability results from (a) that
Party's acts of intentional misconduct in the performance or nonperformance of
its obligations under this Agreement; or (b) that Party's nonperformance of its
payment obligations to the other expressly set forth in this Agreement
(including, with respect to Recipient, Recipient's obligation to make payments
to Provider, whether in the form of charges for Services performed hereunder,
payments upon termination of this Agreement, or for payment or reimbursement of
taxes, out-of-pocket expenses or pass-through expenses required to be paid by
Recipient hereunder).

Section 14.4  Exclusion of Certain Damages

     Except for a breach of Section 6.2, Payment, Section 11.3, Use and
Licensing Restrictions on Shared Software, Article 13, Confidential Information,
or liabilities arising from the Parties indemnification obligations under
Section 14.2, Indemnities for Certain Losses, in no event will either Party be
liable for any amounts for loss of income, profit or savings or indirect,
incidental, consequential, exemplary, punitive or special damages of the other
Party, even if such Party has been advised of the possibility of such damages in
advance, and all such damages are expressly disclaimed.

Section 14.5  Duty to Mitigate

     Each Party has a duty to mitigate the damages that would otherwise be
recoverable from the other pursuant to this Agreement by taking appropriate and
reasonable actions to reduce or limit the amount of such damages.

Section 14.6  Time Limit to Make Claims

     No claim or demand for mediation or arbitration or cause of action which
arose out of an event or events which occurred more than two (2) years prior to
the filing of a demand for mediation or arbitration or suit alleging a claim or
cause of action may be asserted by either Party against the other.

                 Article 15  Dispute Escalation and Mediation

Section 15.1  Resolution of Disputes by Account Managers

     All disputes between the Parties regarding charges, work activities,
quality of service, the interpretation of any provision of this Agreement or any
other issue hereunder shall be first raised 

                                       17

<PAGE>
 
with the other Party's designated Account Manager and the Parties shall endeavor
to amicably resolve the same.

Section 15.2  Involvement of Senior Representatives

     In the event of any dispute between the Parties regarding charges, work
activities, quality of service, the interpretation of any provision of this
Agreement or any other issue hereunder that cannot be resolved at the Account
Manager level, the nature of the dispute will be reduced to writing and
submitted to the other Party's Senior Representative within thirty (30) days of
the event or circumstance giving rise to said dispute, or as soon thereafter as
reasonably practical.  Any such written complaint shall specifically reference
this dispute provision and shall provide reasonable details regarding the nature
and facts surrounding the complaint.  The Senior Representative shall respond to
each complaint received hereunder within thirty (30) calendar days of receipt of
said complaint.  The Provider Senior Representative and the Recipient Senior
Representative shall endeavor to amicably resolve any such dispute.

Section 15.3  Involvement of Chief Executive Officers

     In the event that negotiations in accordance with Sections 15.1 and 15.2
have failed to resolve a dispute hereunder, the matter shall be referred to the
Chief Executive Officers of Provider and Recipient for attempted resolution.  In
the event that the dispute cannot be resolved satisfactorily between Provider
and Recipient at that level, each Party agrees to submit first to non-binding
mediation as provided in Section 15.4 below.

Section 15.4  Non-binding Mediation

     (a)  In the event non-binding mediation is required by Section 15.3 above,
the Parties shall submit the dispute to non-binding mediation to be held in
Atlanta, Georgia.  The Parties will choose a neutral mediator from a list of
mediators maintained by the American Arbitration Association (the "AAA") office
located in Atlanta, Georgia.  If the Parties are unable to agree on the
mediator, the mediator will be selected by the AAA.

     (b)  Notwithstanding any other provision of this Article 15, either Party
may resort to court action for injunctive relief at any time if the dispute
resolution processes set forth in this Article 15 would permit or cause
irreparable injury to such Party or any third Party claiming against such Party,
due to delay arising out of the dispute resolution process.

Section 15.5  Expenses of Mediation

     Each Party shall be responsible for its costs of mediation, and the Parties
will each pay one-half of the expenses of the mediator and the AAA.

Section 15.6  Sole Remedy Upon Failure of Mediation

     In the event that a dispute is not resolved after mediation to the
satisfaction of either Party, each Party's sole remedy is to terminate this
Agreement in accordance with the applicable subsection of Section 7.5 provided
however, either Party may pursue any and all remedies 

                                       18

<PAGE>
 
available to it at law or in equity (in all cases subject to the limitations of
Section 14.3, Section 14.4, Section 14.5 and Section 14.6) (other than
termination of this Agreement) for breaches of Sections 6.2, Section 11.3,
Section 11.4 or Article 13, or for acts of intentional misconduct in the
performance of, or intentional nonperformance of, the Services or the
obligations of the Parties pursuant to Article 4, Article 8, Section 12.3,
Section 12.4 or Section 14.2..

Section 15.7  Continuation of Services and Obligations Pending Resolution of
Disputes

     Notwithstanding the existence of a dispute, Provider shall continue to
provide the Services during any dispute resolution proceedings (whether informal
or formal) and Recipient will continue to perform its obligations (including the
making of all payments which are not the subject of a good faith dispute to
Provider) in accordance with this Agreement.

                           Article 16  Miscellaneous

Section 16.1  General Audit Rights

     Recipient shall have the right to have the books and records of Provider
that relate to the Services provided under this Agreement reviewed quarterly by
its internal audit staff, or its external auditors (provided that any person
that is a member of such audit staff or auditors participating in the audit
must first sign a confidentiality agreement containing the same provisions of
Article 13).  Recipient shall be solely responsible for the costs and expenses
of any such audit. In the event of such audit, Provider shall provide
Recipient's auditors reasonable access to all relevant books, records and
personnel during normal business hours.  In the event an audit reveals an
overcharge or undercharge, the Party who, based on the results of the audit,
owes money to the other Party shall have a reasonable time to review the
documents that provide the basis for the conclusions reached by the audit.
After such a review, to the extent such Party does not dispute the conclusions
of the audit, such Party shall pay the other Party the undisputed amounts owed.
The disputed amounts, if any, may be resolved pursuant to Article 15.

Section 16.2  No Audit Rights for Telecommunication

     Since Provider is not representing to Recipient that the lowest possible
telecommunications rates or costs will be provided under this Agreement,
Recipient will not have the right to engage a third party to audit the
telecommunications rates under the Third Party Agreements for telecommunications
and carrier services.  Recipient may, however, itself examine and review the
rates specified in the Third Party Agreements for telecomunications carrier
services in connection with the exercise of its audit rights under Section 16.1
hereof.  The Parties agree that Provider will be strongly motivated to provide
Recipient with competitive rates to encourage Recipient to continue to partner
on future telecommunications contracts.

Section 16.3  Recipient Responsible for Third Party Electronic Interfaces

     Recipient, at its expense, shall secure Provider's right to use Recipient's
third party interfaces such as the Visa, MasterCard, Discover, and American
Express electronic interfaces, as may be reasonably necessary to provide the
Services.  Recipient shall be responsible for managing the relationships with
these third parties and paying all expenses related to the 

                                       19

<PAGE>
 
interfaces including telecommunications, hardware, software, interfaces, and
support.

Section 16.4  Subcontracting

     Subject to the provisions of Section 10.5 hereof, Provider may subcontract
non-material portions of the Services without consent or approval of Recipient,
provided that (i) the subcontractors sign and deliver to Recipient appropriate
confidentiality agreements in advance of undertaking any of the Services and
(ii) Provider remains primarily liable and obligated to Recipient for the timely
and proper performance of all of its obligations hereunder and for the proper
and timely performance and actions of any person or entity to which it delegates
or subcontracts any such obligation.

Section 16.5  Assignment

     Except as provided in this Section 16.5, neither Party may assign this
Agreement, in whole or in part, without the prior written consent and approval
of the other Party hereto, which consent shall not be unreasonably withheld
(provided however, in the case of any assignment by Provider, the Parties agree
that the only basis on which Recipient may withhold such consent is if the
assignee in not competent to provide the Services), except that either Party
may, in connection with the sale of all or substantially all of its assets, any
merger, consolidation, reorganization, or other business combination to which a
Party is a party, assign its obligations and responsibilities hereunder to the
purchaser in the case of a sale of assets, or the surviving entity in the case
of a merger, consolidation or business combination, without the approval of the
other Party. An assignment will not relieve a Party of any obligations under
this Agreement. Any purported transfer, assignment or delegation that does not
comply with the terms of this Section 16.5 shall be null and void and of no
force or effect.  Notwithstanding the foregoing, neither Party shall have the
right to assign this Agreement and the obligations hereunder to any successor of
such Party by way of merger, consolidation, reorganization or the acquisition of
substantially all of the business and assets of the assigning Party relating to
the Agreement if such successor's principal business is the business of the
other Party (i.e., the Health Business or the eCommerce Business).

Section 16.6  Consents and Approvals

     Each Party will obtain all governmental and other consents necessary for
it to provide or use, as the case may be, the Services.

Section 16.7  Relationship of the Parties

     The sole relationship between the Parties shall be that of independent
contractors.  No partnership, joint venture, or other formal business
relationship is hereby created between the Parties hereto. Neither Party shall
make any warranties or representations, or assume or create any obligations, on
the other Party's behalf except as may be expressly permitted hereunder or in
writing by such other Party. Each Party shall be solely responsible for the
actions of all their respective employees, agents and representatives.

                                       20

<PAGE>
 
Section 16.8  Non-solicitation or Hiring of Employees

     During the Term and for eighteen (18) months thereafter neither Party will
encourage or solicit any employee or consultant to leave the employ of the other
Party; provided however, that the foregoing does not prohibit mass media "want
ads" not specifically directed towards employees or consultants of a Party.

Section 16.9  Expenses

     Except as otherwise expressly provided for herein, each Party shall bear
its own costs and expenses in connection with this Agreement and the performance
of its obligations and responsibilities hereunder.

Section 16.10  Notices

     All notices and communications under this Agreement shall be deemed to have
been given (a) when received, if such notice or communication is delivered by
facsimile, hand delivery or overnight courier, and, (b) three (3) business days
after mailing if such notice or communication is sent by United States certified
mail, return receipt requested, postage prepaid.  All notices and
communications, to be effective, must be properly addressed to the Party to whom
the same is directed at its address as follows:

               If to Provider, to:

                    NDC Health Corporation Inc.
                    Two National Data Plaza
                    Atlanta, GA 30329
                    Attention:  Chief Executive Officer (by name)

               If to Recipient, to:

                    Global Payments Inc.
                    Four Corporate Square
                    Atlanta, GA 30323
                    Attention:  Chief Executive Officer (by name)
                    Fax: (___) ___-____

     Either Party may, by written notice delivered to the other Party in
accordance with this Section, change the address to which delivery of any notice
shall thereafter be made.

Section 16.11  Amendment and Waiver

     This Agreement may not be altered or amended, nor may any rights hereunder
be waived, except by an instrument in writing executed by the Party to be
charged with such amendment or waiver.  No waiver of any terms, provision or
condition of or failure to exercise or delay in exercising any rights or
remedies under this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, provision,

                                       21

<PAGE>
 
condition, right or remedy or as a waiver of any other term, provision or
condition of this Agreement.

Section 16.12  Entire Agreement

     This Agreement constitutes the entire understanding of the Parties hereto
with respect to the subject matter hereof, superseding all negotiations, prior
discussions and prior agreements and understandings relating to such subject
matter.

Section 16.13  Severability

     The provisions of this Agreement are severable and should any provision
hereof be void, voidable or unenforceable under any applicable law, such
provision shall not affect or invalidate any other provision of this Agreement,
which shall continue to govern the relative rights and duties of the Parties as
though such void, voidable or unenforceable provision were not a part hereof.

Section 16.14  Governing Law

     This Agreement shall be construed in accordance with, and governed by, the
laws of the State of Georgia, without regard to the conflicts of law rules of
such state. This Agreement is expressly made subject to any United States
government laws, regulations, orders or other restrictions regarding export from
the United States of computer hardware, software, technical data or derivatives
of such hardware, software or technical data.

Section 16.15  Force Majeure

     Except as may be set forth in the Procedures Manual, Provider will not be
liable for any failure of performance of the Services under this Agreement due
to any cause beyond its reasonable control, including acts of war, acts of God,
earthquake, flood, embargo, riot, sabotage, labor shortage or dispute or
governmental act or any other causes beyond Provider's reasonable control,
whether or not of the same class or kind as those specifically named above.

Section 16.16  Counterparts

     This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original instrument, but all of which together shall
constitute one and the same Agreement.

     IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Agreement as of the day and year first above written.

                                        National Data Corporation

                                        By:____________________________
                                        Name:
                                        Title:

                                       22

<PAGE>
 
                                        Global Payments Inc.

                                        By:____________________________
                                        Name:
                                        Title:


             Exhibit 1.01--Index of Terms Defined in the Agreement

 
AAA                                      Section 15.4
Account Manager.....................     Section 10.2
Ad Hoc Project......................     Section 10.4
Ad Hoc Services.....................        Article 2
Added Devices.......................        Article 8
Agreement...........................  First Paragraph
Ancillary Systems...................        Article 8
Distribution........................       Background
Distribution Agreement..............       Background
Distribution Date...................       Background
eCommerce Business..................       Background
Effective Date......................  First Paragraph
Exclusive Devices...................        Article 8
Global..............................  First Paragraph
Health Business.....................       Background
indemnitee..........................     Section 14.2
indemnitor..........................     Section 14.2
Initial Term........................      Section 7.1
Losses..............................     Section 14.1
Monthly Review......................     Section 10.1
NDC.................................  First Paragraph
NDC Global Subsidiaries.............       Background
Parties.............................  First Paragraph
Party...............................  First Paragraph
Procedures Manual...................      Section 9.1
Projected Volumes...................        Article 4
Provider............................  First Paragraph
Recipient...........................  First Paragraph
Recipient Confidential Information..     Section 13.1
Senior Representative...............     Section 10.1
Services............................        Article 2
Shared Software.....................     Section 11.2
Tandem Exclusive....................        Article 3
Tandem Services.....................        Article 2
Tandem System.......................       Background
Telecom Carrier Contracts Services..        Article 2
Telecom Services....................        Article 2
Telecom Support Services............        Article 2
Telecom System......................       Background
Term................................      Section 7.2
Termination Assistance Services.....      Section 7.8
Termination Fee.....................      Section 7.5
Third Party Agreements..............     Section 11.1
Transition Services.................        Article 2
Weekly Meetings.....................     Section 10.2

                                       23

<PAGE>
 
                         Addendum I--Telecom Services

Telecom Carrier Contract Services

     Recipient will utilize and be covered under the Third Party Agreements for
telecommunications carrier services.

Telecom Support Services

     In addition to the foregoing, Provider will supply to Recipient necessary
telecommunications connectivity, engineering, procurement, operations and
administrative services in connection with and in support of the Telecom Carrier
Contract Services on a basis consistent with past practice.

Charges

     Recipient shall be charged for and shall bear the direct cost of all
charges of carriers and other third parties for Telecom Carrier Contract
Services provided to Recipient hereunder.

     In addition, operations, procurement, engineering and administrative
services provided by Provider to Recipient as part of the Telecom Support
Services shall be charged to and borne by Recipient at Provider's actual
manpower costs (salary, burden and all other costs directly associated with such
manpower, such as office space, supplies and similar expenses) directly
applicable to the provision of services provided.

Expiration / Extension of Current Telecom Carrier Contracts

     If any Third Party Agreements for telecommunications carrier services
terminate prior to the expiration or termination of this Agreement, Provider
will either negotiate an extension of such Third Party Agreement, or negotiate a
replacement contract (whether with the same carrier or another carrier) in order
to obtain continued Telecom Carrier Contract Services for Recipient and
Provider, but only upon the prior written consent of Recipient. Provider will
use commercially reasonable efforts to obtain the best possible
telecommunication prices, and will keep Recipient advised as to the pricing that
it is able to negotiate. If, during the Term, Recipient fails or refuses to
consent to an extension of such contract, or to a replacement contract, then,
notwithstanding anything to the contrary herein,  Provider shall have no
obligation to provide any Telecom Carrier Contract Services to Recipient in
order to replace the carrier services no longer available as a result of the
termination of such telecom contracts.  In such a case, Recipient shall secure
its own service arrangements in lieu thereof.

Telecom Locations

     Telecom Services will be provided to all of Recipient's locations in
existence as of the Effective Date.  Upon the mutual agreement of the Parties,
Provider may provide Telecom Services to any additional locations of Recipient
added during the Term.

<PAGE>
 
Overview of Telecom Support Services

     Provider will determine the necessary telecom services for a stated
requirement (provided by Recipient), the best methodology for a solution,
engineer a reliable and cost effective solution, negotiate with potential
vendors, negotiate the best price, implement the solution, and monitor the
solutions during its installed life for required performance.  Recipient will be
provided Provider's lowest contract rates assuming forecasted volumes are met
and are in accordance with carrier negotiated volumes for the particular rate
levels.

Specific Telecom Support Services

     (a)  Provisioning

          1.   Order, track, and coordinate the installation of voice and data
               circuits and related equipment.

     (b)  Engineering

          1.   Use commercially reasonable efforts to provide telecommunications
               data and voice engineering services so that network capabilities
               match product and business requirements.

          2.   Manage an ongoing relationship with all telecommunication service
               providers and vendors. Actively pursue cost reductions in an
               aggressive manner to keep Recipient in a competitive position
               both technologically as well as economically.

          3.   Use commercially reasonable efforts to cause the networks to
               operate efficiently with high availability at the lowest cost
               possible.

          4.   Track new telecommunications technology trends, both tactical and
               strategic.

          5.   Maintain a continuing dialog with all key vendors on trends and
               new offerings.

     (c)  Administration

          1.   Provide telecommunication vendor contract negotiation and
               maintenance.

          2.   Audit and process communication's vendor invoices for payment.

          3.   Review and analyze communications cost and contracts of acquired
               companies.

          4.   Develop annual communications budget expense based upon usage
               projections.

                                       2

<PAGE>
 
          5.   Maintain reports and trends of expenses vs. plan for
               Telecommunications.

          6.   Evaluate new service and contract proposals from communications
               vendors.

     (d)  Network Operations

          1.   7x24 monitoring of the data networks.

          2.   Use commercially reasonable efforts to cause all networks operate
               with minimal down time and at peak efficiency.

          3.   Use commercially reasonable efforts to provide network
               operational support services so that capabilities match product
               and business requirements.

          4.   Install and support leased lines and frame networks.

          5.   Use commercially reasonable efforts to cause networks perform at
               99.5% availability, identifying and resolving problems quickly.

     (e)  Voice Services

          1.   Provide daily operation of the PBX, ACD, voicemail, IVR, and
               conference bridge systems at the Corporate Square and Dallas
               locations.

          2.   Coordinate moves, adds, or changes for telephone services for
               headquarters personnel.

          3.   Provide support to the call center and help desk operations by
               assisting in planning for moved, add, or changes and day to day
               operational support and monitoring.

          4.   Quickly identify problem areas in quality of service or
               availability of voice networks and services and take corrective
               action to resolve these areas with little or no disruption to
               customers.

          5.   Coordinate and support the implementation of new voice
               applications or services with other divisions.

     (f)  Other Services

          1.   Provide electronic interfaces to third parties as reasonably
               necessary to provide the Services.

                                       3

<PAGE>
 
Personnel Levels and Skills Maintenance

     Personnel levels will be maintained at least at pre-transition levels.
Pertinent skills will be maintained at the levels necessary to properly maintain
and support the particular technologies.

                                       4

<PAGE>
 
                          Addendum II--Tandem Services

General

     Provider will provide to Recipient Tandem hardware/software facilities,
operations, and technical support for transaction processing, cash management,
and file transfer and Tandem-related communications hardware and software
systems services including related technical and operations support services.

Locations

     The Tandem Services will be provided for the following Recipient locations:
Atlanta (including any new locations that become part of the Atlanta system
complex), Dallas and Toronto.

Specific Tandem Services

     (a)  Hardware/Software Processing Facilities:

          .    Provide properly sized (based on results of Capacity Planning)

          .    Maintain OS level system integrity. Provide system reliability
               through preventative software maintenance carefully scheduled
               system updates, and quality control procedures.

          .    Support the existing Recipient FrontEnd Communications
               applications.

          .    Support the existing Recipient File Transfer application.

          .    Support application modification of the existing Recipient
               FrontEnd Communications applications where feasible under the
               existing architecture.

          .    Support application modification of the existing Recipient File
               Transfer applications where feasible under the existing
               architecture.

     (b)  Operations

          .    Provide 7x24 operations management support for the Tandem
               systems.

          .    Provide method to coordinate and accept application operational
               support changes.

          .    Provide daily operations status reports.

          .    Backup and recovery

                                       1

<PAGE>
 
     (c)  Technical Support

          .    Provide 7x24 production level technical support for the Tandem
               systems.

          .    Provide technology and applications guidance to Recipient in the
               best use of Tandem technology and proper application techniques.

          .    Track new Tandem related technology trends, both tactical and
               strategic, that may have pertinence to Recipient's current and
               future product offerings. Maintain a continuing dialog with all
               key vendors.

     (d)  Capacity Planning

          .    Conduct capacity analysis weekly (or more frequently if
               reasonably required) to plan for sufficient system capacity to
               handle anticipated peak loads. Work with the business units to
               develop business forecasts and track actuals against forecasts.

     (e)  Capacity Acquisition

     .    Manage acquisition and deployment of properly configured Tandem
          equipment based on capacity planning analysis

Interface Management

     .    Use commercially reasonable efforts to timely deploy properly
          configured Tandem communications equipment based on Recipient customer
          interface requirements. This area will require highly coordinated
          integration with the Telecommunications department's communications
          provisioning services.

Personnel Levels and Skills Maintenance

     .    Maintain current Recipient specific Tandem staffing levels. Hire,
          train, and maintain well qualified personnel to staff the
          Communications Systems Engineering organization

Reporting

     .    Maintain current Recipient specific reporting facilities. These
          include the daily operational status reports as well as the real time
          feeds into the existing monitoring systems.

     .    The following regular monthly reporting will be provided by Provider
          to Recipient by the 10/th/ day of each month for the preceding month:

                                       2

<PAGE>
 
     -    Tandem processor capacity utilization

     -    System Outages - planned or unplanned

     -    Network outages - planned or unplanned

     -    Communication port assignment/usage

                                       3

<PAGE>
 
                       Addendum III--Transition Services

General

     Transitional services to be provided to Recipient as required as Recipient
moves to self-sufficiency post-Distribution, to include LAN/WAN support &
engineering, Email support, Customer Service System support, Financial Systems
support, Human Resource & Payroll Systems support, UNIX/NT Engineering, and PC &
Printer Support of a nature currently provided to by Provider to Recipient.
These transitional services shall be provided by Provider to Recipient as
reasonably required for up to 12 months from and after the Effective Date,
excepting Human Resource & Payroll Systems support, which may be maintained by
Recipient for a period of up to 24 months from and after the date hereof.

Locations

     The Transition Services will be provided for the following Recipient
locations:


<TABLE>
<S>                                <C> 
.    LAN/WAN -                     All Recipient locations until the earlier of 12 months from    
                                   the date hereof and self-sufficiency
                                   
.    Email  -                      All Recipient locations until the earlier of 12 months 
                                   from the date hereof and self-sufficiency

.    Customer Service System -     All Recipient locations until the earlier of 12 months 
                                   from the date hereof and self-sufficiency
    
.    Financial Systems -           Atlanta locations until the earlier of 12 months 
                                   from the date hereof and self-sufficiency
                                   
.    HR & Payroll Systems -        Atlanta locations until the earlier of 24 months 
                                   from the date hereof and self-sufficiency

.    UNIX/NT Engineering -         Atlanta locations until the earlier of 12 months 
                                   from the date hereof and self-sufficiency
                                   
.    PC & Printer Support -        Atlanta locations until the earlier of 12 months 
                                   from the date hereof and self-sufficiency
</TABLE>
 
                                   

Specific Transition Support Services.

          The specific Transition Support services shall include:

     .    Operation and support of the technology prior and during transition

     .    Assistance in designing the transition plan

                                       1

<PAGE>
 
     .    Identifying the necessary personnel requirements

     .    Establishing the necessary vendor relationships

     .    Identifying and configuring the necessary facilities, computing,
          networking, and telecommunications requirements.

     .    Assistance in costing

Cessation of Transition Support Services.

     Recipient may suspend the provision of specified transition support
services by Provider hereunder upon the provision of not less than sixty days
prior written notice to Provider. Provider shall cease the provision of those
specified support services as of the date specified by Recipient and shall
suspend charges for those services beyond said cessation of service date.

                                       2

<PAGE>
 
                         Addendum IV--Ad Hoc Services

General

     Provider will use commercially reasonable efforts to provide to Recipient
such other specific network and systems related services or projects as
Recipient may from time to time reasonably request.

Project Requests; Project Management.

     Recipient shall submit all project requests to Provider using a Provider
specified format. Not later than ten (10) calendar days after a project request
is submitted by Recipient, Provider shall respond in writing either (i) that
Provider is able to perform the project, together with the estimated timeframe
and estimated cost of the project, (ii) that Provider is unable to evaluate its
ability or to perform the project, or to provide an estimated timeframe and
estimate cost for completion of the project, because the project request lacked
needed specificity, information or other omissions, or (iii) in the event that
Provider determines that the requested project will jeopardize overall
reliability, response time, or other material aspects of the Tandem System or
the Telecom System, that Provider will not perform the project. If Provider
informs Recipient that Provider will not perform the project for the reasons set
forth in subsection (iii) of this paragraph, the Provider and Recipient Senior
Representatives will discuss the issues raised by the project request and the
response, in good faith, to see if the Parties can mutually agree to a mutually
satisfactory solution.

     The status of all Ad Hoc Services projects will be reported at the Weekly
Meetings.  The status will include a listing of all projects in process and
submitted, the completion status, and the amount of resources allocated.

     The Provider will allocate one half full-time individual to project review
and costing and include the cost of such in the annual cost allocation. If
Recipient wishes additional manpower devoted to this activity, additional
resource will be added at Recipient's expense.

Resource Commitment

     In conjunction with the projections for Services for each fiscal year, a
certain amount of Ad Hoc Services will be estimated and costed and included in
the overall annual cost to the Recipient.  Once the estimated Ad Hoc Services
have been established, Provider will specify the number of human resources to be
made available to Recipient in terms of man-hours and/or specific personnel for
Ad Hoc Services.  Status reports prepared by Provider pursuant to this Addendum
IV shall summarize the remaining man hours available to Recipient for project
management purposes and describe Recipient's use of available man hours during
the period covered by such report.  All Ad Hoc Services are intended to be
performed by this committed level of resources.  If this resource level is
insufficient to perform the requested Ad Hoc projects, the Recipient will have
the option of requesting adding resources at extra cost.  The costs for
underutilized Ad Hoc resources will not be refunded.  The resources available
for project work will be shared with those resources required for technology
support as is the current practice.  

                                       1

<PAGE>
 
This means that any promised delivery dates will be subject to modification if
support or operations issues arise. Recipient will be promptly informed if the
latter situation occurs. Provider will use commercially reasonable efforts to
increase the resource level on any project if Recipient requests and Recipient
is agrees to fund all incremental costs thereof. The Provider, however, does not
guarantee the ability to increase resource levels due to the specialized nature
of certain skill sets.

                                       2

<PAGE>
 
                        Addendum V--Allocation of Costs

Cost of Services
----------------

     (a)  Determination of certain costs

     Services will be provided by Provider to Recipient hereunder at costs and
charges based and determined as follows:

     1)   In the case of technology and services shared by Provider and
Recipient, an allocated percentage of Provider's overall cost for shared
technology and services representing Recipient's allocable and proportionate
share of the aggregate costs of such shared technology and services;

     2)   In the case of technology and services exclusively provided to
Recipient, Provider's direct cost to provide Recipient said exclusive technology
or services; and

     3)   In the case of additional requested services, Provider's direct cost
to provide Recipient said additional requested services, including operations,
procurement, engineering and administrative services provided by Provider to
Recipient in connection therewith, which shall be charged to and borne by
Recipient at Provider's actual manpower costs (salary, burden and all other
costs directly associated with such manpower, such as office space, supplies and
similar expenses) directly applicable to the provision of services provided.

     (b)  Fiscal Year basis, etc.

     Costs for Services as provided above are to be quoted by Provider to
Recipient on a fiscal year basis based on a specific set of base services
described in Addendum I--Telecom Services, Addendum II--Tandem Services,
Addendum III--Transition Services and Addendum IV--Ad Hoc Services.  The costing
methodology for the base Telecom Services and Tandem Services is described in
Costing Methodologies, Costing Methodologies for Telecom Services and Costing
Methodologies for Tandem Services.  The costs for Services described in Addendum
III--Transition Services, and Addendum IV--Ad Hoc Services will be billed at the
allocable costs of the cost centers, individuals or other resources providing
such Services, including costs for operations, procurement, engineering and
administrative services provided by Provider to Recipient in connection
therewith, which shall be charged to and borne by Recipient at Provider's actual
manpower costs (salary, burden and all other costs directly associated with such
manpower, such as office space, supplies and similar expenses) directly
applicable to the provision of services provided.  The costs incurred in
connection with Addendum VII--Capacity Planning are included in the costs of
other Services.

     (c)  Cost adjustments

     Costing will be provided by Provider to Recipient for the services covered
by this Agreement on a fiscal year basis.  The costs that are actually incurred
during such fiscal year may be adjusted by Provider depending on certain events
that occur during that period.  The events 

                                       1

<PAGE>
 
that could cause cost adjustments would include:

          1)   Unforecasted capacity increases required by Recipient

          2)   Recipient requested increases or decreases in support levels

          3)   New technology projects requested by Recipient

          4)   Facility upgrades required by new Recipient projects

          5)   Telecom rate changes

          6)   Price changes by suppliers or vendors

     (d)       Notice of changes

     Provider will provide 30 days prior written notice to Recipient of any
material costing change known to it in advance.

     (e)       Other Charges

     In addition to the charges and fees for services rendered as provided
above, Recipient will also be responsible and charged hereunder for the
following items:

          1)   All unbudgeted travel and other out-of-pocket expenses incurred
               by Provider in connection with Provider's performance of its
               obligations under this Agreement,

          2)   All taxes, assessments, duties, permits, fees and other charges
               of any kind imposed on this Agreement, the Services or use of
               Provider Systems or Provider Licensed Software (other than any
               taxes on, or based on, the income of Provider); and

          3)   All costs incurred by Provider in connection with unusual reruns
               necessitated by incorrect or incomplete data or erroneous
               instructions supplied to Provider by Recipient or for corrections
               of programming, operator or other processing errors caused by
               Recipient.

     Costing Methodologies

     The methodology is keyed to the nature of the technology or service area
and the intent is that any necessary allocation be equitable and proportional to
relative usage in nature. The capacity costs required to be paid by Recipient
will be based on the actual costs to provider for the capacity dedicated to
Recipient hereunder.

                                       2

<PAGE>
 
Costing Methodologies for Telecom Services
------------------------------------------

     (a)  Telecom Carrier Charges (explicit or allocated)

     Minutes, line charges, fees, maintenance, equipment, and related telecom
carrier charges will be charged to Recipient based on either explicit usage
(i.e. such charges are for services provided exclusively to Recipient and
identified as such in the carrier billing) or on an allocated cost basis in
those cases where the carrier services is shared by the Parties under an
arrangement with consolidated billing.  The allocation will be based on
proportionate usage as reasonably determined by Provider.  The costs invoiced to
Recipient will be on a pass-through basis with a prorated share of overhead
costs added.

     (b)  Telecom staff (allocated)

     Network operations, engineering, provisioning, administration, and
installation costs will be allocated based on proportionate usage as reasonably
determined by Provider.

Costing Methodologies for Tandem Services
-----------------------------------------

     Recipient will be charged a percentage of the Tandem depreciation,
hardware/software maintenance costs, license fees, operations and technical
support manpower costs, supplies, data center facilities costs, and other
similar costs based on their portion of usage of the Tandem System.  This
percentage will be calculated one year in advance based on the Projected Volumes
shown in the 12-month rolling forecast.  This percentage is to be considered a
minimum due to fixed costs incurred for the next 12 months.  If usage increases
beyond the initial percentage, the percentage of costs will be adjusted upwards
on a monthly basis.  The percentage of usage is calculated by dividing the
overall capacity of the Tandem System at the beginning of the fiscal year by the
Recipient transaction count.  Any excess capacity in the Tandem System will be
proportionally allocated between the Recipient and the Provider.  If either
Party transitions off the Tandem System at a rate substantially faster than the
other Party, it is agreed that such other Party will not be allocated costs for
any excess capacity in excess of 20%.  Increased transactions of the Recipient
that fit within the excess capacity allocated to Recipient will not incur
additional cost.

                                       3

<PAGE>
 
                         Addendum VI--Termination Fee

     The Termination Fee shall equal the sum of the following:

     .    Balance of any software license or maintenance agreements allocable to
Recipient through the end of the Initial Term, provided however that Recipient
shall be entitled to receive the benefit of any early termination provisions
included in those agreements and Provider shall attempt to mitigate against the
assessment of any penalties of fees against Recipient

     .    Book value or remaining lease balance of any facility installations
installed solely to accommodate Recipient processing or forecasted volume, to
the extent that payment for such facility installations is not otherwise
provided for by the [Lease Agreement].

     .    Telecom or other rate increases (including any loss of rate
reductions) due to Provider not being able to satisfy contract minimums after
the effective date of such termination.

     .    One half of any other costs reasonably incurred by Provider that are
directly related to splitting or transitioning hardware or software to Global.

<PAGE>
 
                        Addendum VII--Capacity Planning

12-Month Rolling Forecasts

     To facilitate capacity planning, Recipient will provide to Provider a 12-
month rolling  forecast of expected transaction volumes for the Tandem System
(including hardware) and Telecom System capacity planning purposes in a format
to be provided by Provider. Said 12-month forecast shall be provided by
Recipient each month by the first day of each calendar month and shall provide a
firm and fixed forecast commitment for the ensuing twelve calendar months.
These capacity forecasts will be used by Provider as the basis for acquisition
of Tandem hardware, TCP/IP network, and telecommunications capacity and for the
charges for the Services in accordance with Addendum V. Provider and Recipient
will meet at least monthly to review capacity requirements as well as actuals
against forecasted plan.

Additional Capacity Requirements

     If Provider reasonably determines that additional equipment is required for
the sole purpose of satisfying the Recipient capacity requirements as reflected
in capacity forecasts provided by Recipient to Provider hereunder, Provider
shall promptly notify Recipient in writing and Recipient shall have up to 15
calendar days to either consent to such purchase by Provider or to give notice
that it disputes the need for such purchase, in which case the dispute will be
resolved pursuant to Article 15.



<PAGE>
 
                                                                    Exhibit 10.7

                                    FORM OF

                              Services Agreement
                              (Batch Processing)

     This Services Agreement (Batch Processing) (the "Agreement") is between
Global Payments Inc., a Georgia corporation ("Global Payments" or "Provider")
and National Data Corporation, a Delaware corporation ("NDC" or "Recipient")
(Global Payments and NDC are each referred to as a "Party" and both are referred
to as the "Parties"), and is dated as of and is made effective as of
_____________, 2000 (the "Effective Date").

                                  Background

     Prior to the Effective Date, NDC had two primary areas of business, the
processing of credit card transactions (the "Commerce Business") and the
processing of claims and related transactions among health care providers and
health care insurers (the "Health Business").

     The Board of Directors of NDC has determined that it is in the best
interests of NDC and its shareholders for NDC to transfer and assign to Global
Payments the capital stock of National Data Payment Systems, Inc., Global
Payment Holding Company, NDC Holdings (UK) Ltd., Merchant Services U.S.A. and
their respective subsidiaries (the "NDC Global Payments Subsidiaries") that hold
all of the assets and liabilities that currently constitute NDC's Global
Payments business and a 0.85% general partnership interest
 in GPS Holding
Limited Partnership as a contribution to the capital of Global Payments and to
receive in exchange therefore shares of Global Payments common stock, and to
thereafter make a distribution (the "Distribution") to the holders of NDC common
stock of all of the outstanding shares of Global Payments common stock at the
rate of __ share of Global Payments common stock for every __ share of NDC
common stock outstanding pursuant to a Distribution Agreement, dated as of the
date hereof, between NDC and Global Payments (the "Distribution Agreement"). The
Parties intend that the transactions described in the Distribution Agreement
will be effective at the Effective Time (as that term is defined in the
Distribution Agreement). Upon the Effective Time, NDC's business will be the
Health Business, and Global Payments's business will be the Commerce Business.

     Although the transactions provided for in the Distribution Agreement and
the Ancillary Agreements (as that term is defined in the Distribution Agreement)
will provide for the separation of NDC and Global Payments into separate and
distinct entities and the substantial separation of their operations, and
although the Parties had, prior to the Effective Date, begun (and in some cases,
completed) the separation of certain computer system and network system
functions, other computer systems and network activities presently shared by the
Parties, such as the batch processing capabilities of the Unisys computers (the
"Batch Processing System") that serve both the Health Business and the Commerce
Business cannot be separated as of the Effective Date.

     Accordingly, the Parties deem it to be appropriate and in their best
interests in connection with the Distribution that Global Payments shall provide
to NDC certain services upon the terms and conditions of this Agreement for the
period provided for herein and that NDC will reimburse 

<PAGE>
 
Global Payments for such services, on an allocated cost basis, plus certain fees
for administrative costs.

                             Terms and Conditions

     Now, Therefore, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereto agree as follows:

                        Article 1 Provision of Services

     "Services" means the batch processing services described in Addendum I--
Batch Processing Services.

     Provider shall, subject to the terms and conditions of this Agreement,
provide Recipient with the Services. 

                         Article 2 Allocation of Costs

     All costs incurred by Provider in connection with the provision of the
Services will be allocated between the Parties as described in the body of this
Agreement or in Addendum II--Allocation of Costs.

                       Article 3  Invoices and Payments

Section 3.01  Invoices

     Provider will provide Recipient monthly invoices which will provide
reasonable details regarding the allocation of costs and other charges for each
of the types of Services rendered.

     Provider will use commercially reasonable efforts to provide Recipient with
an invoice by the tenth day of the month following the month in which the
Services were rendered.

     Recipient must notify Provider of any objection within twenty (20) days
after its receipt of the invoice, and must provide reasonable details as to
specific charges to which Recipient objects, and the basis for such objection.

Section 3.02  Payment

     Recipient agrees to pay Provider all costs allocated to it in accordance
with this Agreement and all other charges that Provider is entitled to charge
pursuant to this Agreement. All payments by Recipient shall be made within
thirty (30) days of Recipient's receipt of an invoice and shall be made by wire
transfer to a bank account designated by Provider.

     If any portion of an amount due to Provider under this Agreement is subject
to a bona fide dispute between the Parties, Recipient shall nonetheless pay and
remit to Provider on the date such amount is due all amounts not disputed in
good faith by Recipient.

                                      -2-

<PAGE>
 
                        Article 4 Term and Termination

Section 4.01 Initial Term

     This Agreement shall begin on the Effective Date, and shall expire on May
31, 2001 (the "Initial Term"), unless (i) renewed as provided in Section 4.02 or
(ii) terminated earlier in accordance with the terms of this Agreement.

Section 4.02 Renewal Terms

     This Agreement may be renewed for two successive renewal terms of one (1)
year (each a "Renewal Term") (the Initial Term and all Renewal Terms
collectively referred to herein as the "Term") if, during the Initial Term,
Recipient gives written notice of renewal at least thirty (30) days prior to the
last day of the Initial Term; and if, no later than at least thirty (30) days
prior to the last day of the first Renewal Term, Recipient gives written notice
of renewal for the second Renewal Term.

Section 4.03 Extension in Connection with Termination Assistance

     If, pursuant to Section 4.06, Recipient requests that Provider provide
termination assistance, then this Agreement shall be extended during the period
that Provider provides such termination assistance.

Section 4.04 Termination

     (a)  By Recipient for Convenience

     Recipient may terminate this Agreement for convenience, in whole but not in
part, by giving Provider at least three hundred sixty five (365) days prior
notice designating the termination date.

     (b)  By Provider for Non-Payment

     Provider may terminate this Agreement if Recipient defaults in the payment
when due of any amount due to Provider and does not cure such default within 10
days after receiving notice of the default.

     (c)  By Either Party upon Material Default

     This Agreement may be terminated by either Party if the other Party commits
a breach of a material term, obligation or condition hereof, where said breach
is not substantially cured within 30 days after receiving written notice of said
breach, or with respect to a material breach that cannot reasonably be cured
within 30 days, that the breaching Party has not commenced substantial action to
cure said breach within 30 days after receiving notice of said breach.

                                      -3-

<PAGE>
 
Section 4.05 Cessation of Performance; Payment

     Upon expiration or termination of this Agreement for any reason, except as
provided in Section 4.06, Provider will cease to have any obligation to perform
the Services hereunder, and Recipient will pay and remit to Provider all amounts
due to Provider for all Services provided and expenses incurred  through the
date of such expiration or termination.

Section 4.06 Termination Assistance

     In connection with the expiration or termination of this Agreement for any
reason unless this Agreement has been terminated by Provider pursuant to Section
4.04(b), Provider will, for a reasonable period, provide reasonable termination
assistance to Recipient in order to assist Recipient in transitioning the
Services from Provider to Recipient or other third party provider; provided,
however, that Recipient shall be obligated to pay all fees and expenses of
Provider incurred in connection with the rendering of said termination
assistance.

Section 4.07 Survival of Selected Provisions

     Notwithstanding the expiration or earlier termination of this Agreement for
any reason, however described, the following sections of this Agreement shall
survive any such expiration or termination: Section 4.05; Section 4.06; this
Section 4.07; Article 8; Article 9, Article 10, Article 11; Section 12.06;
Section 12.08; Section 12.10; Section 12.11 and Section 12.12.  Upon termination
or expiration of this Agreement, all rights and obligations of the Parties under
this Agreement will immediately cease and terminate (except for the rights and
obligations under those Sections specifically designated to survive in this
Section 4.07).

                           Article 5 Service Levels

Section 5.01 General

     The Parties have agreed to a procedures manual (the "Procedures Manual")
that governs the performance of the Services by Provider. Provider agrees that
the performance and delivery of the Services will meet or exceed any agreed upon
service levels to be set forth in the Procedures Manual, and Recipient agrees
that its only remedies for the failure of the performance or delivery of the
Services to meet or exceed any agreed upon service levels set forth in the
Procedures Manual will be the remedies, if any, set forth in the Procedures
Manual.

Section 5.02 Measured Services

     If a performance metric for a particular Service or aspect of the Services
are not set forth in the Procedures Manual, and Recipient requests that one or
more performance metrics be established for a particular aspect of the Services,
then Provider, with the assistance of Recipient shall perform an assessment of
the historical service levels as they existed for the twelve (12) month period
before the Effective Date for such aspect of the Services, and Provider will
propose performance metrics based on that assessment. When performance metrics
for such aspect of the Services have been accepted in writing by Recipient and
Provider, such service levels shall be incorporated into the Procedures Manual,
and Provider will thereafter perform in accordance with such new service levels.
The Parties intend that any and all service levels will not be less favorable 

                                      -4-

<PAGE>
 
to Recipient during the Term than they are at the initiation of the Services
pursuant to this Agreement.

Section 5.03 Review and Remedy

     The Parties will review the extent to which the Services were performed in
accordance with the Procedures Manual as part of each Monthly Review (as that
term is defined below). If the Services have been performed at a level below any
applicable service levels included in the Procedures Manual, each Party may
propose one or more remedies if no specific remedy is set forth in the
Procedures Manual.  These remedies can include modification of the applicable
service levels, equipment changes or changes in operational processes.  If,
after the involvement of the Senior Representatives, the Parties are unable to
agree to remedies, either Party may invoke the provisions of Article 11.
Notwithstanding the foregoing, in the event that the Parties cannot reach
agreement regarding a remedy after resort to the dispute resolution procedures
set forth in Article 11, then the Parties may pursue all other remedies
available under this Agreement and the Procedures Manual.

                         Article 6 Project Management

Section 6.01 Senior Representatives; Monthly Reviews

     Provider and Recipient each shall appoint a senior member of management to
represent them with respect to the relationship of the Parties hereunder (each,
a "Senior Representative"). The Provider Senior Representative and the Recipient
Senior Representative shall meet at least one time each calendar month (the
"Monthly Review") to review Provider's performance under this Agreement.

Section 6.02 Account Managers; Weekly Meetings

     Provider and Recipient will each appoint an account manager  to serve as
such Party's main contact with the other Party for project and request
submissions, status reporting, disputes and other issues related to this
Agreement (each, an "Account Manager").  The Account Managers shall hold weekly
meetings (the "Weekly Meetings") to discuss performance under this Agreement and
all operational and administrative issues relating thereto.

Section 6.03 Personnel Decisions

     (a)  Provider will consult with Recipient in each instance prior to
transferring, reassigning, terminating, hiring or making other changes in any of
the human resources allocated by Provider as of the Effective Date to the
performance and delivery of the Services. Provider will use commercially
reasonable efforts to maintain continuity of the persons performing Services
under this Agreement.

     (b)  If Recipient reasonably and in good faith determines that it is not in
Recipient's best interests for any Provider or subcontractor employee to be
appointed to perform or to continue performing any of the Services, Recipient
shall give Provider written notice specifying the reason for its position and
requesting that such employee not be appointed or be removed from the Provider
group servicing Recipient and be replaced with another Provider employee.

                                      -5-

<PAGE>
 
Promptly after its receipt of such a notice, Provider shall investigate the
matters set forth in the notice, discuss with Recipient the results of the
investigation, and the Parties will use commercially reasonable efforts to
resolve the matter on a mutually acceptable basis.

                              Article 7 Software

Section 7.01 Third Party Software

     Prior to the Effective Date, NDC was a licensee of certain software from
third parties (the "Third Party Software").  NDC used the Third Party Software,
together with the Shared Software (as that term is defined below) and the
computer hardware and other devices owned or leased by it to operate the Batch
Processing System. Provider represents and warrants that it has obtained all
Required Consents (as defined below) under the contractual, leasing and
licensing arrangements used by Provider to provide the Services (the "Third
Party Agreements"). The Parties believe that the terms and conditions of the
licenses to the Third Party Software permit Provider to provide the Services to
Recipient pursuant to the terms of this Agreement without any increase in any
royalty fee or any other adverse change in the terms and conditions of such
licenses; however, to the extent that Provider determines or has notice of any
claim that any such license restricts Provider from providing any of the
Services, Provider shall promptly negotiate an amendment to such license so that
it may provide the Services (whether by the grant of a sublicense or otherwise),
and in such event if Provider incurs any increase in the cost of the royalty fee
or other adverse change in the terms and conditions of an existing license, or
renewal or extension thereof, Recipient will reimburse Provider for that portion
of the cost of such license (or the increased royalties or the cost of any other
adverse change in the terms and conditions) that corresponds to Recipient's
proportionate use of such Third Party Software.

     Except as provided above, Provider will be responsible for the payment of
all license fees, royalty fees, maintenance fees, acquisition costs or similar
costs incurred in connection with the use of Third Party Software, all of which
will be included as part of the cost allocation process described in Addendum
II--Allocation of Costs.  Recipient will be responsible for the payment of all
license fees, royalty fees, maintenance fees, acquisition costs or similar costs
of any Third Party Software used by Provider solely to provide Services to
Recipient, none of which will be included as part of the cost allocation process
described in Addendum II--Allocation of Costs.

Section 7.02 Application of Current Technology

     In providing Services hereunder, Provider will continue to utilize the
technology that was used prior to the Effective Date.  Provider may not make
changes to its technology that materially and adversely affects the Services,
but, notwithstanding the foregoing, in the event that Provider makes certain
technology changes that materially and adversely affect the Services, Recipient
will have a right to terminate this Agreement for convenience as provided by
Section 4.04(a).

     If Provider makes changes to its technology that materially increases the
quality of the Services, any increased development costs, expenses or fees
associated with such technology 

                                      -6-

<PAGE>
 
changes will be shared by Provider and Recipient based on the proportionate use
of the Services that were materially improved in quality.

               Article 8 Warranties And Additional Undertakings

Section 8.01 By Provider

     Provider will perform the Services in a professional and workmanlike
manner.

Section 8.02 Security

     Provider is responsible for running a professional data center with the
normal safeguards of an "average" business.  Provider shall perform the Services
in accordance with the physical and data security procedures set forth in the
Procedures Manual.

Section 8.03 Virus Avoidance

     Each Party will take commercially reasonable measures to ensure that no
virus or similar items are coded or introduced into any software used to provide
the Services and the operating environments used to provide the Services.  Both
Parties will continue to perform and maintain at least the virus protection and
correction procedures and processes in place at Provider prior to the Effective
Date.  If a virus is found to have been introduced into any software or
operating environment used to provide the Services, both Parties shall use
commercially reasonable efforts and diligently work to eliminate the effects of
the virus.  However, Provider shall take immediate action to remediate the
virus' proliferation in the operating environment used to provide the Services.
The Party causing or permitting a virus to be introduced into any software or
operating environment used to provide the Services shall bear the costs
associated with such efforts and the Losses caused by such a virus.  If
Recipient introduces or permits the introduction of a virus, Provider shall be
relieved of the affected services levels described in the Procedures Manual to
the extent such virus impacts Provider's ability to satisfy such service levels.

Section 8.04 Disabling Codes

     Each Party agrees that it will not insert or use disabling codes in any
software or equipment used to provide the Services. The Parties further covenant
that with respect to any disabling code that may be part of any software or
equipment used to provide the Services, neither Party will invoke such disabling
code at any time, including upon expiration or termination of this Agreement for
any reason.

Section 8.05 Pass-Through Warranties

     Provider agrees to pass through to Recipient any warranties given by its
third party vendors in connection with hardware, software or other products or
services used by Provider to provide the Services to the extent permitted by the
terms and conditions of such warranties.

                                      -7-

<PAGE>
 
Section 8.06 Disclaimer of Warranties.

     Except as otherwise expressly provided herein, neither party makes any
other representations or warranties, of any kind, nature or description,
including without limitation any warranties of merchantability or fitness for a
particular purpose.

Section 8.07 Noninfringement

     Each of the Parties covenants that it will perform its responsibilities
under this Agreement in a manner that does not infringe, or constitute an
infringement or misappropriation of, any patent, trade secret, copyright or
other proprietary right of any third party.

Section 8.08 Regulatory Proceedings and Compliance with Laws

     Each Party agrees, at its cost and expense, to obtain all necessary
regulatory approvals applicable to its business, to obtain any necessary permits
for its business, and to comply with all laws and regulatory requirements
applicable to the performance of its obligations under this Agreement.  If a
Party seeking a regulatory approval or a necessary permit is dependant upon the
cooperation of other Party in order to obtain such approval or permit, the other
Party will provide such cooperation as is reasonably necessary provided that the
Party seeking such cooperation shall reimburse the cooperating Party for all
costs incurred in connection therewith.

                      Article 9 Confidential Information

Section 9.01 Confidential Information of Recipient.

     Provider covenants and agrees to keep and hold in confidence all of
Recipient's data and other confidential or proprietary information (collectively
the Recipient Confidential Information) provided hereunder or obtained in
connection herewith, and will use said Recipient Confidential Information only
in connection with the performance of the Services. Provider will employ
substantially the same safeguards, but not less than reasonable safeguards, in
protecting the Recipient Confidential Information that it uses in safeguarding
confidential data of its own, or the confidential data of its customers, against
accidental or unauthorized deletion, destruction or alteration.

Section 9.02 Confidential Information of Provider

     Recipient covenants and agrees to keep and hold in confidence all of
Provider's data and other confidential or proprietary information (collectively
the Provider Confidential Information) provided hereunder or obtained in
connection herewith, and will use said Provider Confidential Information only in
connection with its receipt of the Services. Recipient will employ substantially
the same safeguards, but not less than reasonable safeguards, in protecting said
Provider Confidential Information that it uses in safeguarding confidential data
of its own, or confidential data of its customers, against accidental or
unauthorized deletion, destruction or alteration.

                                      -8-

<PAGE>
 
Section 9.03 Exclusions

     Notwithstanding Sections 9.01 and 9.02, this Article 9 will not apply to
any information which Provider or Recipient can demonstrate, based on
documentary evidence, was: (a) without a breach of duty owed to the disclosing
party, is in the possession of the receiving party at the time of disclosure to
it; (b) received after disclosure to it from a third party who had a lawful
right to and, without a breach of duty owed to the disclosing party, did
disclose such information to it; or (c) independently developed by the receiving
party without reference to Company Information of the disclosing party.
Further, either Party may disclose the other Party's Confidential Information to
the extent required by law or order of a court or governmental agency.  However,
the recipient of such Confidential Information must give the other Party prompt
notice and make a reasonable effort to obtain a protective order or otherwise
protect the confidentiality of such information, all at the discloser's cost and
expense.  Disclosure

     Each Party may disclose the other Party's Confidential Information to those
of the recipient Party's attorneys, auditors, insurers (if applicable),
subcontractors and full time employees who have a need to have access to such
information and have agreed to hold the information confidential.

                            Article 10 Indemnities

Section 10.01 Losses Defined

     "Losses" shall mean all losses, liabilities, damages, penalties and claims
(including taxes and all related interest and penalties incurred directly with
respect thereto), and all related costs, expenses and other charges (including
all reasonable attorneys' fees and reasonable costs of investigation,
litigation, settlement or judgment, interest and penalties).

Section 10.02 Indemnities for Certain Losses

     Each Party shall indemnify (in such case, that Party is referred to as the
"indemnitor") the other Party (in such case, that Party is referred to as the
"indemnitee") from all Losses arising out of:

     (a)  any claim for rent or utilities at any location where the indemnitor
          is financially responsible under this Agreement for such rent or
          utilities, or

     (b)  any claim for wages, benefits, third party fees, taxes, assessments,
          duties, permits or other charges of any nature for which the
          indemnitor is financially responsible under this Agreement, as well as
          any additions to tax, penalties, interest, fees or other expenses
          incurred by the indemnitor as a result of such charges not being paid
          at the time or in the manner required by applicable law, or

     (c)  an act or omission of the indemnitor in its capacity as an employer of
          a person and arising out of or relating to (1) federal, state or other
          laws or regulations for the protection of persons who are members of a
          protected class or category of persons, (2) sexual discrimination or
          harassment, (3) accrued employee benefits not expressly assumed by the
          indemnitee and (4) any other aspect of the 

                                      -9-

<PAGE>
 
          employment relationship or its termination (including claims for
          breach of an express or implied contract of employment) and which,
          with respect to each of clauses (1) through (4), arose when the person
          asserting the claim, demand, charge, actions, cause of action or other
          proceeding was or purported to be an employee of the indemnitor, or

     (d)  any claims of infringement of any patent or any copyright, trademark,
          service mark, trade name, trade secret, or similar property right
          conferred by contract or by common law or by any law of any country or
          any state alleged to have been incurred because of or arising out of
          any aspect of the Services provided by Provider in its performance of
          the Services, or

     (e)  any claims for personal injuries, death or damage to tangible personal
          or real property of third parties including employees of a Party, and
          its subcontractors caused by the negligence or willful misconduct of
          such Party, its employees, affiliates or subcontractors. However,
          neither Party will have any obligation under this part, to the extent
          the same arise out of or in connection with the negligence or willful
          misconduct of the non-indemnifying Party, its employees, affiliates or
          subcontractors.

Section 10.03 Limitation of Liability

     Except for a breach of Section 3.02, Error! Reference source not found.
Article 9, or liabilities arising from the Parties' indemnification obligations
under Section 10.02, the liability of each Party to the other for all damages
arising out of or related to this Agreement, regardless of the form of action
that imposes liability will be limited to $100,000.00; provided however, that
this limitation of liability also will not apply to the liability of either
Party to the extent such liability results from (a) that Party's acts of
intentional misconduct in the performance or nonperformance of its obligations
under this Agreement; (b) that Party's nonperformance of its payment obligations
to the other expressly set forth in this Agreement (including, with respect to
Recipient, Recipient's obligation to make payments to Provider, whether in the
form of charges for Services performed hereunder, payments upon termination of
this Agreement, or for payment or reimbursement of taxes, out-of-pocket expenses
or pass-through expenses).

Section 10.04 Exclusion of Certain Damages

Except for a breach of Section 3.02,  Article 9, or liabilities arising from the
Parties indemnification obligations under Section 10.02, in no event will either
Party be liable for any amounts for loss of income, profit or savings or
indirect, incidental, consequential, exemplary, punitive or special damages of
any Party, including third Parties, even if such Party has been advised of the
possibility of such damages in advance, and all such damages are expressly
disclaimed.

                                      -10-

<PAGE>
 
Section 10.05 Duty to Mitigate

     Each Party has a duty to mitigate the damages that would otherwise be
recoverable from the other pursuant to this Agreement by taking appropriate and
reasonable actions to reduce or limit the amount of such damages.

Section 10.06 Time Limit to Make Claims

     No claim and demand for mediation or arbitration or cause of action which
arose out of an event or events which occurred more than two (2) years prior to
the filing of a demand for mediation or arbitration or suit alleging a claim or
cause of action may be asserted by either Party against the other.

                  Article 11 Dispute Escalation and Mediation

Section 11.01  Resolution of Disputes by Account Managers

     All disputes between the Parties regarding charges, work activities,
quality of service or any other issue hereunder shall be first raised by
Recipient with the designated Provider Account Manager and the Parties shall
endeavor to amicably resolve the same.

Section 11.02 Involvement of Senior Representatives

     In the event of any dispute between the Parties regarding charges, work
activities, quality of service or any other issue hereunder that cannot be
resolved by Recipient with the Provider Account Manager, Recipient is required
to submit its complaint in writing to the Provider Senior Representative within
30 days of the event or circumstance giving rise to said dispute, or as soon
thereafter as reasonably practical. Any such written complaint shall
specifically reference this dispute provision and shall provide reasonable
details regarding the nature and facts surrounding the complaint. The Provider
Senior Representative shall respond to each complaint received hereunder within
30 calendar days of receipt of said complaint. The Provider Senior
Representative and the Recipient Senior Representative shall endeavor to
amicably resolve any such dispute.

Section 11.03 Involvement of Chief Executive Officers

     In the event that negotiations in accordance with Section 11.01 and Section
11.02 have failed to resolve a dispute hereunder, the matter shall be referred
to the Chief Executive Officers of Provider and Recipient for attempted
resolution.  In the event that the dispute cannot be resolved satisfactorily
between Provider and Recipient at that level, each Party agrees to submit first
to non-binding mediation as provided below.

Section 11.04 Non-binding Mediation

     (a)  In the event non-binding mediation is required by Section 11.03, the
Parties shall submit the dispute to non-binding mediation to be held in Atlanta,
Georgia.  The Parties will choose a neutral mediator from a list of mediators
maintained by the American Arbitration 

                                      -11-

<PAGE>
 
Association (the "AAA") office located in Atlanta, Georgia. If the Parties are
unable to agree on the mediator, the mediator will be selected by the AAA.

     (b)  Notwithstanding any other provision of this Article 11, either Party
may resort to court action for injunctive relief at any time if the dispute
resolution processes set forth in this Article 11 would permit or cause
irreparable injury to such Party or any third Party claiming against such Party,
due to delay arising out of the dispute resolution process.

Section 11.05 Expenses of Mediation

     Each Party shall be responsible for its costs of mediation, and the Parties
will each pay one-half of the expenses of the mediator and the AAA.

Section 11.06 Recipient's Sole Remedy Upon Failure of Mediation

     In the event that a dispute is not resolved after mediation to the
satisfaction of Recipient, the sole remedy of Recipient is to terminate this
Agreement for convenience as provided in  Section 4.04(a), and, in the case of
an overcharge revealed by an audit made pursuant to Section 12.01, to bring suit
for the amount of such overcharge; provided however, the Parties may pursue any
and all remedies available at law or in equity (in each case subject to the
limitations of Section 10.03, Section 10.04, Section 10.05 and Section 10.06)
(other than termination of this Agreement) for breaches of Sections 3.02,
Article 9 or for acts of intentional misconduct in the performance of, or
intentional nonperformance of, the Services or the obligations of the Parties
pursuant to Article 2, Section 8.03, Section 8.04 or Section 10.02.

Section 11.07 Continuation of Services and Obligations Pending Resolution of
Disputes

     Notwithstanding the existence of a dispute, Provider shall continue to
provide the Services during any dispute resolution proceedings (whether informal
or formal) and Recipient will continue to perform its obligations (including the
making of all payments which are not the subject of a good faith dispute to
Provider) in accordance with this Agreement.

                           Article 12 Miscellaneous

Section 12.01 General Audit Rights

     Recipient shall have the right to have the books and records of Provider
that relate to the Services provided under this Agreement quarterly by its
internal audit staff, or its external auditors (provided that any person that is
a member of such audit staff or auditors participating in the audit  must first
sign a confidentiality agreement containing the same provisions of Article 9)
Recipient shall be solely responsible for the costs and expenses of any such
audit. In the event of such audit, Provider shall provide Recipient's auditors
reasonable access to all relevant books, records and personnel during normal
business hours.  In the event an audit reveals an overcharge or undercharge, the
Party who, based on the results of the audit, owes money to the other Party
shall have a reasonable time to review audit and documents that provide the
basis for the conclusions reached by the audit.  After such a review, to the
extent such Party does not dispute the conclusions of the audit, such Party
shall pay the other Party the undisputed amounts owed.  The disputed amounts, if
any, may be resolved pursuant to Article 11.

                                      -12-

<PAGE>
 
Section 12.02 Subcontracting

     Subject to the provisions of Section 6.03 hereof. Provider may subcontract
non-material portions of the Services without consent or approval of Recipient,
provided that (i) the subcontractors sign and deliver to Recipient appropriate
confidentiality agreements in advance of undertaking any of the Services and
(ii) Provider remains primarily liable and obligated to Recipient for the timely
and proper performance of all of its obligations hereunder and for the proper
and timely performance and actions of any person or entity to which it delegates
or subcontracts any such obligation.

Section 12.03 Assignment

     Except as provided in this Section 16.5, neither Party may assign this
Agreement, in whole or in part, without the prior written consent and approval
of the other Party hereto, which consent shall not be unreasonably withheld
(provided however, in the case of any assignment by Provider, the Parties agree
that the only basis on which Recipient may withhold such consent is if the
assignee in not competent to provide the Services), except that either Party
may, in connection with the sale of all or substantially all of its assets, any
merger, consolidation, reorganization, or other business combination to which a
Party is a party, assign its obligations and responsibilities hereunder to the
purchaser in the case of a sale of assets, or the surviving entity in the case
of a merger, consolidation or business combination, without the approval of the
other Party. An assignment will not relieve a Party of any obligations under
this Agreement. Any purported transfer, assignment or delegation that does not
comply with the terms of this Section 16.5 shall be null and void and of no
force or effect.  Notwithstanding the foregoing, neither Party shall have the
right to assign this Agreement and the obligations hereunder to any successor of
such Party by way of merger, consolidation, reorganization or the acquisition of
substantially all of the business and assets of the assigning Party relating to
the Agreement if such successor's principal business is the business of the
other Party (i.e., the Health Business or the eCommerce Business).

Section 12.04 Consents and Approvals

     Each Party will obtain all governmental and other consents necessary for
it to provide or use, as the case may be, the Services.

Section 12.05 Relationship of the Parties

     The sole relationship between the Parties shall be that of independent
contractors. No partnership, joint venture, or other formal business
relationship is hereby created between the Parties hereto. Neither Party shall
make any warranties or representations, or assume or create any obligations, on
the other Party's behalf except as may be expressly permitted hereunder or in
writing by such other Party. Each Party shall be solely responsible for the
actions of all their respective employees, agents and representatives.

Section 12.06 Non-solicitation or Hiring of Employees

     During the Term and for eighteen (18) months thereafter neither Party will
encourage or solicit any employee or consultant to leave the employ of the other
Party; provided however, that 

                                      -13-

<PAGE>
 
the foregoing does not prohibit mass media "want ads" not specifically directed
towards employees or consultants of a Party.

Section 12.07 Expenses

     Except as otherwise expressly provided for herein, each Party shall bear
its own costs and expenses in connection with this Agreement and the performance
of its obligations and responsibilities hereunder.

Section 12.08 Notices

     All notices and communications under this Agreement shall be deemed to have
been given (a) when received, if such notice or communication is delivered by
facsimile, hand delivery or overnight courier, and, (b) three (3) business days
after mailing if such notice or communication is sent by United States certified
mail, return receipt requested, postage prepaid.  All notices and
communications, to be effective, must be properly addressed to the Party to whom
the same is directed at its address as follows:

          If to Recipient, to:

               National Data Corporation Inc.
               Two National Data Plaza
               Atlanta, GA 30329
               Attention:  ____________
               Fax:  (___) ___-____

          If to Provider, to:

               Global Payments Inc.
               __________________
               __________________
               Attention:  __________________
               Fax: (___) ___-____

     Either Party may, by written notice delivered to the other Party in
accordance with this Section, change the address to which delivery of any notice
shall thereafter be made.

Section 12.09 Amendment and Waiver

     This Agreement may not be altered or amended, nor may any rights hereunder
be waived, except by an instrument in writing executed by the Party to be
charged with such amendment or waiver.  No waiver of any terms, provision or
condition of or failure to exercise or delay in exercising any rights or
remedies under this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such term, provision,
condition, right or remedy or as a waiver of any other term, provision or
condition of this Agreement.

                                      -14-

<PAGE>
 
Section 12.10 Entire Agreement

     This Agreement constitutes the entire understanding of the Parties hereto
with respect to the subject matter hereof, superseding all negotiations, prior
discussions and prior agreements and understandings relating to such subject
matter.

Section 12.11 Severability

     The provisions of this Agreement are severable and should any provision
hereof be void, voidable or unenforceable under any applicable law, such
provision shall not affect or invalidate any other provision of this Agreement,
which shall continue to govern the relative rights and duties of the Parties as
though such void, voidable or unenforceable provision were not a part hereof.

Section 12.12 Governing Law

     This Agreement shall be construed in accordance with, and governed by, the
laws of the State of Georgia, without regard to the conflicts of law rules of
such state. This Agreement is expressly made subject to any United States
government laws, regulations, orders or other restrictions regarding export from
the United States of computer hardware, software, technical data or derivatives
of such hardware, software or technical data.

Section 12.13 Force Majeure

     Provider will not be liable for any failure of performance of the Services
under this Agreement due to any cause beyond its reasonable control, including
acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor
shortage or dispute or governmental act or any other causes beyond Provider's
reasonable control, whether or not of the same class or kind as those
specifically named above.

Section 12.14 Counterparts

     This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original instrument, but all of which together shall
constitute one and the same Agreement.

                                      -15-

<PAGE>
 
     IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Agreement as of the day and year first above written.

                              NATIONAL DATA CORPORATION

                              By: _____________________________
                              Name:
                              Title:

                              Global Payments Inc.

                              By: _____________________________
                              Name:
                              Title:

                                      -16-

<PAGE>
 
                     Addendum I--Batch Processing Services

General

     Provider will provide to Recipient batch claims processing, printing
services, provision of backup tapes, system backup and offsite storage.

Locations

     The Services will be provided at Recipient's Atlanta location.

Specific Services

     (a)  Batch Runs

     Conduct daily claims processing batch runs Monday through Friday.

     Conduct five claims processing batch runs over each Saturday through Sunday
period.

     Conduct four weekly claims processing batch runs.

     Conduct ten monthly claims processing batch runs.

     (b)  Printing Services

     Print daily claims processing print files (HC/RX).

     Print weekly Customer Profile System files.

     Conduct ten Customer Profile System print runs per month.

     (c)  Provision of Tapes for System Backup

     Provide Tandem backup tapes as needed.

     Provide Unisys backup tapes as needed.

     (d)  Offsite Storage

     Provide off-site storage for Tandem back-up tapes as needed.

     Provide [off-site] storage for generic daily tapes as needed.

     Provide [off-site] storage for VAX/CLINIX backup tapes as needed.

<PAGE>
 
                       Addendum II--Allocation of Costs

     Recipient will pay monthly fees to Provider for the Services. The Fees will
be based on the allocated cost of the Services.

     As of the Effective Date, Provider has estimated that the Services will
have an allocated cost of $28,523.50, calculated as follows:

     Provider estimates that the following personnel time will be required to
provide the Services: (i) thirty minutes of manpower per day for print time,
(ii) one hour of manpower per day for batch run set-up, (iii) three hours of
manpower per day for tape handling, (iv) two hours of manpower per day for
offsite handling, (v) thirty minutes of manpower per day for customer support
and (vi) two hours of manpower per day for system operations, for an estimated
monthly allocated cost of $6,000.00.

     Provider estimates that (i) it will print an estimated 9,100 daily claims
processing print files (HC/RX) per month; (ii) print an estimated 1,733 weekly
Customer Profile System files per month, (iii) conduct ten Customer Profile
System print runs per month for an estimated total of 34,234 files per month,
for an estimated monthly allocated cost of $902.00

     Provider estimates that the  estimated time requirement by Provider to
conduct all of the above batch runs is 37 hours per month, for an allocated
monthly cost of $18,500.00.

     Provider estimates that Recipient will require an estimated 6,604 Tandem
backup tapes annually and an estimated 5,034 Unisys backup tapes annually, for
an allocated monthly cost of $969.00.

     Provider estimates that Recipient will require (i) off-site storage for 225
total Tandem back-up tapes; (ii) [off-site] storage for 3,960 total generic
daily tapes, and (iii) [off-site] storage for twelve cases of VAX/CLINIX backup
tapes, for an estimated fee to an outside vendor of $2,152.50 for such offsite
storage.



<PAGE>
 
                                                                    EXHIBIT 10.8

                                    FORM OF
                         TRANSITION SUPPORT AGREEMENT


     This TRANSITION SUPPORT AGREEMENT is executed and made effective as of
_____________, 2000, between National Data Corporation, a Delaware corporation
("NDC"), and Global Payments Inc., a Georgia corporation ("Global Payments").

                                  BACKGROUND

     A.  The Board of Directors of NDC has determined that it is in the best
interests of NDC and its shareholders for NDC to transfer and assign to Global
Payments the capital stock of National Data Payment Systems, Inc., Global
Payment Holding Company, NDC Holdings (UK) Ltd., Merchant Services U.S.A. and
their respective subsidiaries (the "NDC eCommerce Subsidiaries") that hold all
of the assets and liabilities that currently constitute NDC's eCommerce business
and a 0.85% general partnership interest in GPS Holding Limited Partnership as a
contribution to the capital of Global Payments and to receive in exchange
therefor shares of Global Payments common stock, and to thereafter make a
distribution (the "Distribution") to the holders of NDC common stock of all of
the outstanding shares of Global Payments common stock at the rate of _____
share of Global Payments common stock for every _ share of NDC common stock
outstanding pursuant to a Distribution
 Agreement, dated as of the date hereof,
between NDC and Global Payments (the "Distribution Agreement");

     B.  The parties intend that the agreements contained herein will be
effective at the Effective Time (as defined in the Distribution Agreement); and

     C.  The parties hereto deem it to be appropriate and in the best interests
of the parties that they provide certain services to each other on the terms and
conditions set forth herein;

     NOW, THEREFORE, in consideration of the foregoing promises and the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                   ARTICLE I


         Description of Services.

         (a) NDC shall, subject to the terms and provisions of this Agreement:
(i) provide Global Payments with general services of a financial, technical,
commercial, administrative and/or advisory nature as set forth on Exhibits A
                                                                  ----------
through _____ hereto and (ii) render such other specific services as Global
Payments may from time to time reasonably request, subject to NDC's sole
discretion and its being in a position to supply such additional services at the
time of such request.

<PAGE>
 
         (b)  Global Payments shall, subject to the terms and provisions of this
Agreement: (i) provide NDC with services as set forth on Exhibit hereto and (ii)
                                                         -------
render such other services as NDC may from time to time reasonably request,
subject to Global Payments' sole discretion and its being in a position to
supply such additional services at the time of the request.

     Each of NDC and Global Payments, as the case may be, shall use commercially
reasonable efforts to provide the services described in the exhibits hereto and
to transition from using the services provided by the other under this Agreement
on or prior to the termination of the term for the provision of such services.
Additionally, each of NDC and Global Payments agree that they shall use
commercially reasonable efforts to assist, as necessary, in the development of
the respective transition plans described in the exhibits hereto and shall
provide assistance and training to the other as may be necessary to assure a
smooth and orderly transition.

     2.  Consideration for Services.  Global Payments shall pay NDC for all the
         --------------------------                                            
services described on Exhibits A through ______ and NDC shall pay Global
                      ----------                                        
Payments for all the services described on Exhibits A through ______ at the
                                           -------------------------       
rates specified in each such exhibit.

     3.  Terms of Payment.  Within fifteen (15) business days after the end of
         ----------------                                                     
each month during the term of this Agreement, each party providing services
pursuant to this Agreement ("Provider") will submit a written invoice to the
party receiving such services ("Recipient") for service fees for the immediately
preceding month together with an accounting of the charges for the immediately
preceding month's services. Recipient agrees to pay Provider all costs allocated
to it in accordance with this Agreement and all other charges that Provider is
entitled to charge pursuant to this Agreement by wire transfer to a bank account
designated by Provider electronically at the time of Recipient's receipt of an
invoice as provided in this Section 3.  If any portion of an amount due to
Provider under this Agreement is subject to a dispute between the parties,
Recipient shall nonetheless pay and remit to Provider on the date such amount is
due all amounts not disputed in good faith by Recipient. .  Interest shall
accrue at a rate of 8% per annum on any amounts not received by Provider within
one (1) business day after receipt by Receiver of the invoice.  The amount of
any monthly service fee shall be prorated to correspond with the portion of a
given month for which services were actually rendered.

     4.  Method of Payment.  All amounts payable by Global Payments and NDC for
         -----------------                                                     
the services rendered by the other pursuant to their Agreement shall be remitted
to NDC or Global Payments, as the case may be, in United States dollars in the
form of a wire transfer.

     5.  WARRANTIES.  THIS IS A SERVICE AGREEMENT.  EXCEPT AS EXPRESSLY STATED
         ----------                                                           
IN THIS AGREEMENT, THERE ARE NO EXPRESS WARRANTIES OR GUARANTIES, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR
A PARTICULAR PURPOSE.

                                      -2-

<PAGE>
 
     6.  Liability; Indemnification; Dispute Resolution.
         ---------------------------------------------- 

         (a) In no event shall either NDC or Global Payments have any liability,
whether based on contract, tort (including, without limitation, negligence),
warranty or any other legal or equitable grounds, for any punitive,
consequential, special, indirect or incidental loss or damage suffered by the
other arising from or related to this Agreement, including without limitation,
loss of data, profits, interest or revenue, or interruption of business, even if
the party providing the services hereunder is advised of the possibility of such
losses or damages.

         (b) The limitations set forth in Section 6(a) above shall not apply to
liabilities which may arise as the result of willful misconduct or gross
negligence of the party providing the services hereunder.

         (c) Effective as of the date of this Agreement, Global Payments shall
indemnify, defend and hold harmless NDC and its affiliates and their respective
directors, officers, employees and agents (the "NDC Indemnitees") from and
against any and all damage, loss, liability and expense (including, without
limitation, reasonable expenses of investigation and reasonable attorneys' fees
and expenses in connection with any and all actions or threatened actions)
("Indemnifiable Losses") incurred or suffered by any of the NDC Indemnitees
arising from, related to or associated with (i) NDC's furnishing or failure to
furnish the services provided for in this Agreement, other than liabilities
arising out of the willful misconduct or gross negligence of the NDC Indemnitees
and (ii) the gross negligence or willful misconduct of Global Payments in
furnishing or failing to furnish the services to be provided by Global Payments
in this Agreement, provided however, in no event shall Global Payments be
                   ----------------                                      
obligated to indemnify the NDC Indemnitees (taken together) under this Section
6(c) for Indemnifiable Losses arising out of Global Payments' gross negligence
in an amount in excess of three times the service fee charged for the category
of service related to the Indemnifiable Loss in the month in which the act or
failure to act by Global Payments that gave rise to such Indemnifiable Loss
occurs.

         (d) Effective as of the date of this Agreement, NDC shall indemnify,
defend and hold harmless Global Payments and its affiliates and their respective
directors, officers, employees and agents (the "Global Payments Indemnitees")
from and against any and all Indemnifiable Losses incurred or suffered by any of
the Global Payments Indemnitees arising from, related to or associated with (i)
Global Payments' furnishing or failure to furnish the services provided for in
this Agreement, other than liabilities arising out of the willful misconduct or
gross negligence of the Global Payments Indemnitees, and (ii) the gross
negligence or willful misconduct of NDC in furnishing or failing to furnish the
services to be provided by NDC to Global Payments in this Agreement, provided
                                                                     --------
however, in no event shall NDC be obligated to indemnify the Global Payments
-------                                                                     
Indemnitees (taken together) under this Section 6(d) for Indemnifiable Losses
arising out of NDC's gross negligence in an amount in excess of three times the
service fee charged for the category of service related to the Indemnifiable
Loss in the month in which the act or failure to act by NDC that gave rise to
such Indemnifiable Loss occurs.

                                      -3-

<PAGE>
 
          (e) Any disputes arising under this Agreement shall be resolved in
accordance with Section 15.02 of the Distribution Agreement.

     7.   Termination.
          ----------- 

          (a) Each category of service provided under this Agreement shall
terminate at the end of the period set forth on the Exhibit describing such
service.

          (b) Notwithstanding Section 7(a) above, except as otherwise set forth
on a particular exhibit hereto, either NDC or Global Payments may, at its
option, upon no less than sixty (60) days prior written notice to the other (or
such other period as the parties may mutually agree in writing or provide with
respect to any services in any Exhibit hereto), direct the other to no longer
provide a particular category of service.

          (c) Notwithstanding Sections 7(a) and 7(b) above, except as otherwise
set forth on a particular exhibit, this Agreement may be terminated in its
entirety in accordance with the following:

              (i)    Upon written agreement of the parties;

              (ii)   By either Global Payments or NDC for material breach by the
     other of any of the terms hereof if the breach is not cured within thirty
     (30) calendar days after written notice of breach is delivered to the
     breaching party;

              (iii)  By either Global Payments or NDC, upon written notice to
     the other if the other shall become insolvent or shall make an assignment
     of substantially all of its assets for the benefit of creditors, or shall
     be placed in receivership, reorganization, liquidation or bankruptcy;

              (iv)   By NDC, upon written notice to Global Payments, if, for any
     reason, the ownership or control of Global Payments or any of Global
     Payments' operations, becomes vested in, or is made subject to the control
     or direction of, any direct competitor of NDC, but such termination shall
     be applicable only with respect to services provided by NDC to the portion
     of Global Payments' businesses that has been affected by the change in
     control.

              (v)    By Global Payments, upon written notice to NDC, if for any
     reason, the ownership or control of NDC or any of NDC's operations becomes
     vested in, or is made subject to the control or direction of, any direct
     competitor of Global Payments, but such termination shall be applicable
     only with respect to services provided by Global Payments to the portion of
     NDC's business that has been affected by the change in control.

         (d) Upon any termination pursuant to Sections 7(b) and 7(c) above, NDC
and Global Payments shall be compensated for all services performed to the date
of termination in

                                      -4-

<PAGE>
 
accordance with the provisions of this Agreement, and NDC and Global Payments,
as the case may be, will consider hiring certain employees of the other
identified by the other prior to the termination to the extent that NDC or
Global Payments, as the case may be, does not contract with third parties to
provide the services rendered by NDC or Global Payments pursuant to this
Agreement.

     8.   Amendment.  This Agreement may be modified or amended only by the
          ---------                                                        
agreement of the parties hereto in writing, duly executed by the authorized
representatives of each party.

     9.   Force Majeure.  Any delays in or failure of performance by NDC or
          -------------                                                    
Global Payments shall not constitute a default hereunder if and to the extent
such delay or failure of performance is caused by occurrences beyond the
reasonable control of NDC or Global Payments, as the case may be, including, but
not limited to: acts of God or the public enemy; compliance with any order or
request of any governmental authority; acts of war; riots or strikes or other
concerted acts of personnel; or any other causes beyond the reasonable control
of NDC or Global Payments, whether or not of the same class or kind as those
specifically named above.

     10.  Assignment.  This Agreement shall not be assignable by either party
          ----------                                                         
hereto without the prior written consent of the other party hereto; provided,
however, that either party may assign its rights, but not its obligations, under
this Agreement in connection with the transfer of all or substantially all of
the assets of the business of such party to which this Agreement relates. When
duly assigned in accordance with the foregoing, this Agreement shall be binding
upon and shall inure to the benefit of the assignee.

     11.  Confidentiality.  Each party (as "Receiving Party")shall hold and
          ---------------                                                  
cause its directors, officers, employees, agents, consultants and advisors to
hold, in strict confidence, unless compelled to disclose by judicial or
administrative process or, in the opinion of its counsel, by other requirements
of law, all information concerning the other party (as "Disclosing Party")
(except to the extent that such information can be shown to have been (a) in the
public domain through no fault of the Receiving Party (b) later lawfully
acquired after the Effective Time on a non-confidential basis from other sources
by the Receiving Party, or (c) was independently developed by the Receiving
Party, as shown by the written business records of the Receiving Party, without
use of any other information subject to the terms of this Agreement), and
neither party shall release or disclose such information to any other person,
except its auditors, attorneys, financial advisors, bankers and other
consultants and advisors who shall be advised of the provisions of this Section
11 and be bound by them.

     12.  Notices.  All notices and communications under this Agreement shall be
          -------                                                               
deemed to have been given (a) when received, if such notice or communication is
delivered by hand delivery or overnight courier, and (b) three (3) business days
after mailing or upon receipt, if earlier, if such notice or communication is
sent by United States registered or certified mail, return receipt requested,
first class postage prepaid.  All notices and communications, to be effective,
must be properly addressed to the party to whom the same is directed at its
address as follows:

                                      -5-

<PAGE>
 
               If to NDC, to:

                   National Data Corporation
                   National Data Plaza
                   Atlanta, Georgia 30329-2010
                   Attention: General Counsel
 

               If to Global Payments, to:

                  Global Payments Inc.
                  --------------------
                  4 Corporate Boulevard, N.E.
                  Atlanta, Georgia 30329-2010
                  Attention: General Counsel

Either party may, by written notice delivered to the other party in accordance
with this Section 12, change the address to which delivery of any notice shall
thereafter be made.

     13.  Waiver.  The failure of either party at any time or times to enforce
          ------                                                              
or require performance of any provision hereof shall in no way operate as a
waiver or affect the right of such party at a later time to enforce the same.

     14.  Severability.  The provisions of this Agreement are severable and
          ------------                                                     
should any provision hereof be void or unenforceable under any applicable law,
such provision shall not affect or invalidate any other provision of this
Agreement, which shall continue to govern the relative rights and duties of the
parties as though such void or unenforceable provision were not a part hereof.

     15.  Third Party Agreements.  NDC and Global Payments recognize that
          ----------------------                                         
certain technology support services described in the exhibits hereto are
provided by third party contractors under specific third party agreements
("Third Party Agreements").  NDC and Global Payments further recognize that the
Third Party Agreements may have been entered into by either NDC or Global
Payments and that the other receives technology support services as a result of
the Third Party Agreements.  NDC and Global Payments shall use their respective
commercially reasonable efforts to cause the third party providers to continue
to provide the technology support to the other under the terms of the Third
Party Agreements as in effect as at the Effective Time.

     16.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN
          -------------                                                         
ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA.

     17.  Counterparts.  This Agreement may be executed in separate
          ------------                                             
counterparts, each of which, when so executed, shall be deemed to be an original
and all of which, when taken together, shall constitute but one and the same
agreement.

                                      -6-

<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                         NATIONAL DATA CORPORATION



                         By:____________________________
                         Name:
                         Title:



                         GLOBAL PAYMENTS INC.
                         --------------------



                         By:
                         Name:__________________________
                         Title:

                                      -7-

<PAGE>
 
                                   EXHIBIT A
                                   ---------

                                  TAX SERVICES

     1.  Services.  NDC will provide tax services as described on Schedule A-1
         --------                                   
attached to this Exhibit A.
                 --------- 

     2.  Cost.  Global Payments shall pay NDC for the above services at the
         ----                                                              
rates set forth on Schedule A-1, on a monthly basis; provided however, that if
                                                     -------- -------         
any employee(s) of NDC performing any service(s) listed on Schedule A-1 attached
to this Exhibit A is hired by Global Payments to perform such service(s) for
        ---------                                                           
Global Payments after the Effective Date, the rate for such service(s) shown on
Schedule A-1 attached to this Exhibit A shall be reduced by the corresponding
                              ---------                                      
decrease in costs to NDC (including salaries, benefits and target bonuses for
such employee(s)) resulting from Global Payments' employment of such
employee(s).


APPROVED:

NATIONAL DATA CORPORATION


By:______________________


GLOBAL PAYMENTS INC.


By:______________________

<PAGE>
 
                                 SCHEDULE A-1
                                 ------------


Tax Department Services

     Beginning on the Distribution Date and continuing through March 31, 2001,
unless Global Payments shall sooner request that they be terminated, NDC shall
continue to provide for Global Payments those tax department services that NDC's
tax department has historically performed for NDC as a whole, including its
eCommerce business. Such services shall include, but not be limited to, the
following:

     Tax compliance and tax planning services related to the preparation of the
May 31, 2000 federal, state, and foreign income tax returns.

     Tax compliance services related to the preparation of any real and personal
property tax returns as needed.

     Assistance with the preparation of any sales tax returns if needed.
(eCommerce sales tax returns are currently prepared directly by eCommerce staff)

     Assistance related to any federal and state income tax, sales tax or
property tax audits.

     Assistance with tax planning related to acquisitions or divestitures.

     NDC shall cause its employees and contractors performing the tax services
described on this Schedule A-1 to maintain reasonably accurate records as to the
portion of their time spent on tax matters for Global Payments. Each month
Global Payments shall pay NDC for such services an amount equal to NDC's Fully
Loaded Cost, as such term is defined below, for a fraction of such employee or
contractor, which fraction shall equal the fraction of such employee's or
contractor's time devoted to matters for Global Payments during the month, plus
reimbursement of all out of pocket costs paid to third parties in connection
with the performance of such services.

     Fully Loaded Cost means the allocable portion of the wages, employee
benefits, incentives and other payments to NDC employees and contractors,
including occupancy costs related to such employees and contractors and the
allocable portions of any direct variable cost and fixed operating cost incurred
by NDC in supplying the services all determined in a manner consistent with
NDC's historical cost accounting practices.

     Global Payments may terminate this Agreement with respect to any or all
services being performed by NDC's tax department for Global Payments pursuant to
this Schedule A-1 upon not less than sixty (60) days advance notice given as
provided in this Agreement. Following the effective date of Global Payments'
election to terminate all or

<PAGE>
 
any portion of the services to be provided pursuant to this Schedule A-1, NDC
shall have no further obligation to Global Payments to provide any of the
services so terminated.

                                      -2-

<PAGE>
 
                                   EXHIBIT B
                                   ---------

                                SUPPORT SERVICES


     1.  Services.  NDC will provide those support services of the types set
         --------                                                       
forth in the Service Level Agreement attached hereto as Schedule B-1 to this
Exhibit B.
--------- 

     2.  Cooperation.  Global Payments and NDC shall cooperate in the temporary
         -----------                                                 
use of space by the other at their respective headquarters sites as described in
Schedule B-1 to this Exhibit B.
                     --------- 


APPROVED:

NATIONAL DATA CORPORATION


By:______________________


GLOBAL PAYMENTS INC.


By:______________________

<PAGE>
 
                                 SCHEDULE B-1

Stock Option Support
--------------------

     Beginning on the Distribution Date and continuing for a period of six (6)
months, NDC shall provide the services of Ms. B.J. Purcell, or any successor to
Ms. B.J. Purcell at NDC for the purpose of handling recordkeeping regarding
stock options granted or to be granted by Global Payments to its employees,
officers, directors or consultants. Such services shall include, but not be
limited to, the following:

     NDC shall cause the employee or contractor performing such stock option
support services to maintain reasonably accurate records as to the portion of
such person's time devoted to handling matters for Global Payments. As
compensation for such services, Global Payments shall reimburse NDC for a
portion of NDC's Fully Loaded Cost, as such term is defined below, for such
individual or individuals equal to the fraction of such person or person's time
devoted to handling such matters for Global Payments, plus reimbursement for all
out of pocket costs paid to third parties in connection with the performance of
such services by Global Payments.

     Fully Loaded Cost means the allocable portion of the wages, employee
benefits, incentives and other payments to NDC employees and contractors,
including occupancy costs related to such employees and contractors and the
allocable portions of any direct variable cost and fixed operating cost incurred
by NDC in supplying the services all determined in a manner consistent with
NDC's historical cost accounting practices.


Office Sharing Moves
--------------------

     On a temporary basis, following the Distribution Date and for so long as
reasonably necessary to accommodate moves of employees and equipment located at
the NDC headquarters site, from space to be occupied by the other party under
the lease of space by Global Payments, at NDC's headquarters site (the
"Headquarters Lease"), certain employees and equipment of NDC may be required to
remain in portions of the premises leased by Global Payments pursuant to the
Headquarters Lease and certain of the employees and equipment of Global Payments
may be required to remain in portions of NDC's premises not leased by Global
Payments.

     NDC shall reasonably cooperate with the occupancy by Global Payments'
employees and equipment of portions of the site not leased to Global Payments
and shall provide reasonable cooperation in connection with the removal of such
employees and equipment to portions of the site leased by Global Payments.
Global Payments shall reasonably cooperate with the occupancy by NDC employees
and equipment of portions of the premises leased by Global Payments pursuant to
the Headquarters Lease and shall provide reasonable cooperation with the removal
of such employees and equipment from 

<PAGE>
 
such portions of the site in coordination with moves of Global Payments
employees and equipment from portions of the site not leased by Global Payments.

     Each of NDC and Global Payments shall be responsible for its employees and
equipment occupying portions of the headquarters site to be primarily occupied
by the other under the terms of the Headquarters Lease.

     Neither NDC nor Global Payments shall be obligated to pay any rent or other
charge with respect to the occupancy of its employees or equipment under the
terms of this Schedule B-1; provided however, that each of NDC and Global
Payments shall be responsible for any damages to the other or the other's
property caused by its employees and equipment or the removal of its employees
and equipment from space occupied on a temporary basis under the terms of this
Schedule B-1.

<PAGE>
 
                                   EXHIBIT C
                                   ---------

                   LEASING AND LEASE ADMINISTRATION SERVICES

     1.  Services.  NDC will provide leasing and lease administration services
         --------                                                             
as described on Schedule C-1 attached to this Exhibit C.
                                              --------- 

     2.  Cost.  Global Payments shall pay NDC for the above services at the
         ----                                                              
rates set forth on Schedule C-1.


APPROVED:

NATIONAL DATA CORPORATION


By:
   ----------------------

GLOBAL PAYMENTS INC.


By:
   ----------------------

<PAGE>
 
                                  SCHEDULE C-1
                                        

Leasing Services
----------------

     Beginning on the Distribution Date and continuing for a period of twelve
(12) months, NDC will assist Global Payments in connection with the negotiation
of leases, lease modifications, lease renewals, lease amendments and such other
similar leasing matters as may be reasonably requested by Global Payments from
time to time.

     The foregoing twelve (12) month term shall be automatically renewed for
successive twelve (12) month periods beginning on each anniversary of the
Distribution Date, provided that Global Payments shall have the right to cancel
these services effective upon the expiration of any twelve (12) month term then
in effect by written notice given, if at all, no less than ninety (90) days
prior to the expiration of such (12) month term.

     The annual fee for these services shall be $119,000.00, paid in monthly
installments of $9,916.67.  Global Payments shall also reimburse NDC for
reasonable and actual travel expenses incurred by NDC in providing these
services.


Lease Administration Services
-----------------------------

     Beginning on the Distribution Date and continuing for a period of twelve
(12) months, NDC will assist Global Payments in the administration of Global
Payments' facility leases and subleases (other than the Headquarters Lease).
Such services shall include preparing rent schedules, maintaining a database of
Global Payments' leases and subleases, performing operating costs
reconciliations and performing such other similar services as may be reasonably
requested by Global Payments from time to time.

     The foregoing twelve (12) month term shall be automatically renewed for
successive twelve (12) month periods beginning on each anniversary of the
Distribution Date, provided that Global Payments shall have the right to cancel
these services effective upon the expiration of any twelve (12) month term then
in effect by written notice given, if at all, no less than ninety (90) days
prior to the expiration of such (12) month term.

     The annual fee for these services shall be $60,000, and will be billed
within thirty (30) days after the end of the applicable twelve (12) month
period; provided, however, that such fee shall be reduced (not below zero) on a
dollar for dollar basis for each dollar of commission rebates received by NDC
from Cushman & Wakefield in connection with any of the leases, lease
modifications, lease renewals, lease amendments or other leasing matters
referred to above in the "Leasing Services" section of this Schedule C-1.



<PAGE>
 
                                                                    EXHIBIT 10.9


                                    FORM OF


                             GLOBAL PAYMENTS INC.
                         2000 LONG-TERM INCENTIVE PLAN

                                   ARTICLE 1
                                    PURPOSE

     1.1  GENERAL.  The purpose of the Global Payments Inc. 2000 Long-Term
          -------                                                         
Incentive Plan (the "Plan") is to promote the success, and enhance the value, of
Global Payments Inc. (the "Company"), by linking the personal interests of its
employees, officers and directors to those of Company shareholders and by
providing its employees, officers and directors with an incentive for
outstanding performance. The Plan is further intended to provide flexibility to
the Company in its ability to motivate, attract, and retain the services of
employees, officers and directors upon whose judgment, interest, and special
effort the successful conduct of the Company's operation is largely dependent.
Accordingly, the Plan permits the grant of incentive awards from time to time to
selected employees, officers, and directors.

                                   ARTICLE 2
                                EFFECTIVE DATE

     2.1  EFFECTIVE DATE.  The Plan shall be effective as of the date upon which
          --------------                                                        
it shall be approved by the shareholders of the Company (the "Effective Date").

                                   ARTICLE 3
                                  DEFINITIONS

     3.1  DEFINITIONS.  When a word or phrase appears in this Plan with the
          -----------                                                      
initial letter capitalized, and the word or phrase does not commence
 a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this
Section or in Section 1.1 unless a clearly different meaning is required by the
context.  The following words and phrases shall have the following meanings:

          (a)  "Award" means any Option, Stock Appreciation Right, Restricted
     Stock Award, Performance Share Award, Dividend Equivalent Award, or Other
     Stock-Based Award, or any other right or interest relating to Stock or
     cash, granted to a Participant under the Plan.
 
          (b)  "Award Agreement" means any written agreement, contract, or other
     instrument or document evidencing an Award.
 
          (c)  "Board" means the Board of Directors of the Company.
 

<PAGE>
 
          (e)  "Code" means the Internal Revenue Code of 1986, as amended from
     time to time.
 
          (f)  "Committee" means the committee of the Board described in Article
     4.
 
          (g)  "Company" means Global Payments Inc., a Georgia corporation.
 
          (h)  "Covered Employee" means a covered employee as defined in Code
     Section 162(m)(3).
 
          (i)  "Disability" shall mean any illness or other physical or mental
     condition of a Participant that renders the Participant incapable of
     performing his customary and usual duties for the Company, or any medically
     determinable illness or other physical or mental condition resulting from a
     bodily injury, disease or mental disorder which, in the judgment of the
     Committee, is permanent and continuous in nature. The Committee may require
     such medical or other evidence as it deems necessary to judge the nature
     and permanency of the Participant's condition. Notwithstanding the above,
     with respect to an Incentive Stock Option, Disability shall mean Permanent
     and Total Disability as defined in Section 22(e)(3) of the Code.
     
          (j)  "Dividend Equivalent" means a right granted to a Participant
     under Article 11.
 
          (k)  "Effective Date" has the meaning assigned such term in Section
     2.1.
 
          (l)  "Fair Market Value", on any date, means (i) if the Stock is
     listed on a securities exchange or is traded over the Nasdaq National
     Market, the closing sales price on such exchange or over such system on
     such date or, in the absence of reported sales on such date, the closing
     sales price on the immediately preceding date on which sales were reported,
     or (ii) if the Stock is not listed on a securities exchange or traded over
     the Nasdaq National Market, the mean between the bid and offered prices as
     quoted by Nasdaq for such date, provided that if it is determined that the
     fair market value is not properly reflected by such Nasdaq quotations, Fair
     Market Value will be determined by such other method as the Committee
     determines in good faith to be reasonable.
     
          (m)  "Incentive Stock Option" means an Option that is intended to meet
     the requirements of Section 422 of the Code or any successor provision
     thereto.
 
          (n)  "Non-Qualified Stock Option" means an Option that is not an
     Incentive Stock Option.
 

                                      -2-

<PAGE>
 
          (o)  "Option" means a right granted to a Participant under Article 7
     of the Plan to purchase Stock at a specified price during specified time
     periods. An Option may be either an Incentive Stock Option or a Non-
     Qualified Stock Option.
 
          (p)  "Other Stock-Based Award" means a right, granted to a Participant
     under Article 12, that relates to or is valued by reference to Stock or
     other Awards relating to Stock.
 
          (q)  "Parent" means a corporation which owns or beneficially owns a
     majority of the outstanding voting stock or voting power of the Company.
     For Incentive Stock Options, the term shall have the same meaning as set
     forth in Code Section 424(e).
 
          (r)  "Participant" means a person who, as an employee, officer or
     director of the Company or any Parent or Subsidiary, has been granted an
     Award under the Plan.
 
          (s)  "Performance Share" means a right granted to a Participant under
     Article 9, to receive cash, Stock, or other Awards, the payment of which is
     contingent upon achieving certain performance goals established by the
     Committee.
 
          (t)  "Plan" means the Global Payments Inc. 2000 Long-Term Incentive
     Plan, as amended from time to time.
 
          (u)  "Restricted Stock Award" means Stock granted to a Participant
     under Article 10 that is subject to certain restrictions and to risk of
     forfeiture.
 
          (v)  "Retirement" in the case of an employee means termination of
     employment with the Company, a Parent or Subsidiary after attaining a total
     combination of age and years of service of at least 70; provided, however,
     that a termination of employment prior to age 60 shall not constitute
     Retirement for purposes of the Plan unless the Participant shall have given
     12 months advance written notice to the Company of his or her intent to
     retire, or the Company shall have expressly waived such prior notice.
     "Retirement" in the case of a non-employee director of the Company means
     retirement of the director in accordance with the provisions of the
     Company's bylaws as in effect from time to time or the failure to be re-
     elected or re-nominated as a director.
 
          (w)  "Stock" means the common stock of the Company, no par value, and
     such other securities of the Company as may be substituted for Stock
     pursuant to Article 14.
 
          (x)  "Stock Appreciation Right" or "SAR" means a right granted to a
     Participant under Article 8 to receive a payment equal to the difference
     between

                                      -3-

<PAGE>
 
     the Fair Market Value of a share of Stock as of the date of exercise of the
     SAR over the grant price of the SAR, all as determined pursuant to Article
     8.

          (y)  "Subsidiary" means any corporation, limited liability company,
     partnership or other entity of which a majority of the outstanding voting
     stock or voting power is beneficially owned directly or indirectly by the
     Company.  For Incentive Stock Options, the term shall have the meaning set
     forth in Code Section 424(f).
 
          (z)  "1933 Act" means the Securities Act of 1933, as amended from time
     to time.
 
          (aa) "1934 Act" means the Securities Exchange Act of 1934, as amended
     from time to time.

                                   ARTICLE 4
                                ADMINISTRATION

     4.1  COMMITTEE.  The Plan shall be administered by a committee (the
          ---------                                                     
"Committee") appointed by the Board (which Committee shall consist of two or
more directors) or, at the discretion of the Board from time to time, the Plan
may be administered by the Board. It is intended that the directors appointed to
serve on the Committee shall be "non-employee directors" (within the meaning of
Rule 16b-3 promulgated under the 1934 Act) and "outside directors" (within the
meaning of Code Section 162(m) and the regulations thereunder). However, the
mere fact that a Committee member shall fail to qualify under either of the
foregoing requirements shall not invalidate any Award made by the Committee
which Award is otherwise validly made under the Plan. The members of the
Committee shall be appointed by, and may be changed at any time and from time to
time in the discretion of, the Board. During any time that the Board is acting
as administrator of the Plan, it shall have all the powers of the Committee
hereunder, and any reference herein to the Committee (other than in this Section
4.1) shall include the Board.

     4.2  ACTION BY THE COMMITTEE.  For purposes of administering the Plan, the
          -----------------------                                              
following rules of procedure shall govern the Committee. A majority of the
Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Company or any
Parent or Subsidiary, the Company's independent certified public accountants, or
any executive compensation consultant or other professional retained by the
Company to assist in the administration of the Plan. No member of the Committee
shall be liable for any action or determination made in good faith, and members
of the 

                                      -4-

<PAGE>
 
Committee shall be entitled to indemnification and reimbursement from time to
time for expenses incurred in defense of such good faith action or
determination.

     4.3  AUTHORITY OF COMMITTEE.  The Committee has the exclusive power,
          ----------------------                                         
authority and discretion to:

          (a)  Designate Participants;
 
          (b)  Determine the type or types of Awards to be granted to each
     Participant;
 
          (c)  Determine the number of Awards to be granted and the number of
     shares of Stock to which an Award will relate;
 
          (d)  Determine the terms and conditions of any Award granted under the
     Plan, including but not limited to, the exercise price, grant price, or
     purchase price, any restrictions or limitations on the Award, any schedule
     for lapse of forfeiture restrictions or restrictions on the exercisability
     of an Award, and accelerations or waivers thereof, based in each case on
     such considerations as the Committee in its sole discretion determines;
 
          (e)  Accelerate the vesting or lapse of restrictions of any
     outstanding Award, based in each case on such considerations as the
     Committee in its sole discretion determines;
 
          (f)  Determine whether, to what extent, and under what circumstances
     an Award may be settled in, or the exercise price of an Award may be paid
     in, cash, Stock, other Awards, or other property, or an Award may be
     canceled, forfeited, or surrendered;
      
          (g)  Prescribe the form of each Award Agreement, which need not be
     identical for each Participant;
 
          (h)  Decide all other matters that must be determined in connection
     with an Award;
 
          (i)  Establish, adopt or revise any rules and regulations as it may
     deem necessary or advisable to administer the Plan;
 
          (j)  Make all other decisions and determinations that may be required
     under the Plan or as the Committee deems necessary or advisable to
     administer the Plan; and
 
          (k)  Amend the Plan or any Award Agreement as provided herein.

                                      -5-

<PAGE>
 
     4.4. DECISIONS BINDING.  The Committee's interpretation of the Plan, any
          -----------------                                                  
Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

                                   ARTICLE 5
                          SHARES SUBJECT TO THE PLAN

     5.1. NUMBER OF SHARES.  Subject to adjustment as provided in Section 14.1,
          ----------------                                                     
the aggregate number of shares of Stock reserved and available for Awards or
which may be used to provide a basis of measurement for or to determine the
value of an Award, such as with a SAR or Performance Share Award, ("Available
Shares") shall be         shares, plus an annual increase to be added on the
last day of the Company's fiscal year in each year, beginning in 2000 and ending
in 2004, equal to the lesser of (i)           shares or (ii) the number of
shares necessary to bring the total number of Available Shares to 3.5% of the
fully diluted shares outstanding on such date. Not more than 15% of the total
authorized shares may be granted as Awards of Restricted Stock or unrestricted
Stock Awards.

     5.2. LAPSED AWARDS.  To the extent that an Award is canceled, terminates,
          -------------                                                       
expires or lapses for any reason, any shares of Stock subject to the Award will
again be available for the grant of an Award under the Plan and shares subject
to SARs or other Awards settled in cash will be available for the grant of an
Award under the Plan.

     5.3. STOCK DISTRIBUTED.  Any Stock distributed pursuant to an Award may
          -----------------                                                 
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.

     5.4. LIMITATION ON AWARDS.  Notwithstanding any provision in the Plan to
          --------------------                                               
the contrary (but subject to adjustment as provided in Section 14.1), the
maximum number of shares of Stock with respect to one or more Options and/or
SARs that may be granted during any one calendar year under the Plan to any one
Participant shall be        .  The maximum fair market value (measured as of the
date of grant) of any Awards other than Options and SARs that may be received by
any one Participant (less any consideration paid by the Participant for such
Award) during any one calendar year under the Plan shall be $5,000,000.

                                   ARTICLE 6
                                  ELIGIBILITY

     6.1. GENERAL.  Awards may be granted only to individuals who are employees,
          -------                                                               
officers or directors of the Company or a Parent or Subsidiary.

                                      -6-

<PAGE>
 
                                   ARTICLE 7
                                 STOCK OPTIONS

     7.1. GENERAL.  The Committee is authorized to grant Options to Participants
          -------                                                               
on the following terms and conditions:

          (a)  EXERCISE PRICE.  The exercise price per share of Stock under an
               --------------                                                 
     Option shall be determined by the Committee.
 
          (b)  TIME AND CONDITIONS OF EXERCISE.  The Committee shall determine
               -------------------------------                                
     the time or times at which an Option may be exercised in whole or in part.
     The Committee also shall determine the performance or other conditions, if
     any, that must be satisfied before all or part of an Option may be
     exercised. The Committee may waive any exercise provisions at any time in
     whole or in part based upon factors as the Committee may determine in its
     sole discretion so that the Option becomes exerciseable at an earlier date.

          (c)  PAYMENT.  The Committee shall determine the methods by which the
               -------                                                         
     exercise price of an Option may be paid, the form of payment, including,
     without limitation, cash, shares of Stock, or other property (including
     "cashless exercise" arrangements), and the methods by which shares of Stock
     shall be delivered or deemed to be delivered to Participants; provided,
     however, that if shares of Stock are used to pay the exercise price of an
     Option, such shares must have been held by the Participant for at least six
     months.
 
          (d)  EVIDENCE OF GRANT.  All Options shall be evidenced by a written
               -----------------                                              
     Award Agreement between the Company and the Participant.  The Award
     Agreement shall include such provisions, not inconsistent with the Plan, as
     may be specified by the Committee.

     7.2. INCENTIVE STOCK OPTIONS.  The terms of any Incentive Stock Options
          -----------------------                                           
granted under the Plan must comply with the following additional rules:

          (a)  EXERCISE PRICE.  The exercise price per share of Stock shall be
               --------------                                                 
     set by the Committee, provided that the exercise price for any Incentive
     Stock Option shall not be less than the Fair Market Value as of the date of
     the grant.

          (b)  EXERCISE.  In no event may any Incentive Stock Option be
               --------                                                
     exercisable for more than ten years from the date of its grant.

          (c)  LAPSE OF OPTION.  An Incentive Stock Option shall lapse under the
               ---------------                                                  
     earliest of the following circumstances; provided, however, that the
     Committee may, prior to the lapse of the Incentive Stock Option under the
     circumstances described in paragraphs (3), (4) and (5) below, provide in
     writing that the Incentive Stock Option will extend until a later date, but
     if an Incentive 

                                      -7-

<PAGE>
 
     Stock Option is exercised after the dates specified in paragraphs (3), (4)
     and (5) below, it will automatically become a Non-Qualified Stock Option:

               (1)  The Incentive Stock Option shall lapse as of the option
          expiration date set forth in the Award Agreement.
 
               (2)  The Incentive Stock Option shall lapse ten years after it is
          granted, unless an earlier time is set in the Award Agreement.
 
               (3)  If the Participant terminates employment for any reason
          other than as provided in paragraph (4) or (5) below, the Incentive
          Stock Option shall lapse, unless it is previously exercised, three
          months after the Participant's termination of employment.
 
               (4)  If the Participant terminates employment by reason of his
          Disability, the Incentive Stock Option shall lapse, unless it is
          previously exercised, one year after the Participant's termination of
          employment.
 
               (5)  If the Participant dies while employed, or during the three-
          month period described in paragraph (3) or during the one-year period
          described in paragraph (4) and before the Option otherwise lapses, the
          Incentive Stock Option shall lapse one year after the Participant's
          death.  Upon the Participant's death, any exercisable Incentive Stock
          Options may be exercised by the Participant's beneficiary, determined
          in accordance with Section 13.6.
 
          Unless the exercisability of the Incentive Stock Option is accelerated
     as provided in Article 13, if a Participant exercises an Incentive Stock
     Option after termination of employment, the Incentive Stock Option may be
     exercised only with respect to the shares that were otherwise vested on the
     Participant's termination of employment.
 
          (d)  INDIVIDUAL DOLLAR LIMITATION.  The aggregate Fair Market Value
               ----------------------------                                  
     (determined as of the time an Award is made) of all shares of Stock with
     respect to which Incentive Stock Options are first exercisable by a
     Participant in any calendar year may not exceed $100,000.00.
 
          (e)  TEN PERCENT OWNERS. No Incentive Stock Option shall be granted to
               ------------------                                      
     any individual who, at the date of grant, owns stock possessing more than
     ten percent of the total combined voting power of all classes of stock of
     the Company or any Parent or Subsidiary unless the exercise price per share
     of such Option is at least 110% of the Fair Market Value per share of Stock
     at the date of grant and the Option expires no later than five years after
     the date of grant.

                                      -8-

<PAGE>
 
          (f)  EXPIRATION OF INCENTIVE STOCK OPTIONS.  No Award of an Incentive
               -------------------------------------                           
     Stock Option may be made pursuant to the Plan after the day immediately
     prior to the tenth anniversary of the Effective Date.
 
          (g)  RIGHT TO EXERCISE.  During a Participant's lifetime, an Incentive
               -----------------                                                
     Stock Option may be exercised only by the Participant or, in the case of
     the Participant's Disability, by the Participant's guardian or legal
     representative.
 
          (h)  DIRECTORS.  The Committee may not grant an Incentive Stock Option
               ---------                                                        
     to a non-employee director.  The Committee may grant an Incentive Stock
     Option to a director who is also an employee of the Company or Parent or
     Subsidiary but only in that individual's position as an employee and not as
     a director.

                                   ARTICLE 8
                           STOCK APPRECIATION RIGHTS

     8.1. GRANT OF SARs.  The Committee is authorized to grant SARs to
          -------------                                               
Participants on the following terms and conditions:

          (a)  RIGHT TO PAYMENT.  Upon the exercise of a Stock Appreciation
               ----------------                                            
     Right, the Participant to whom it is granted has the right to receive the
     excess, if any, of:
 
               (1)  The Fair Market Value of one share of Stock on the date of
exercise; over
 
          (2)  The grant price of the Stock Appreciation Right as determined by
the Committee, which shall not be less than the Fair Market Value of one share
of Stock on the date of grant in the case of any SAR related to an Incentive
Stock Option.
 
          (b)  OTHER TERMS.  All awards of Stock Appreciation Rights shall be
               -----------                                                   
     evidenced by an Award Agreement.  The terms, methods of exercise, methods
     of settlement, form of consideration payable in settlement, and any other
     terms and conditions of any Stock Appreciation Right shall be determined by
     the Committee at the time of the grant of the Award and shall be reflected
     in the Award Agreement.

                                   ARTICLE 9
                              PERFORMANCE SHARES

     9.1. GRANT OF PERFORMANCE SHARES.  The Committee is authorized to grant
          ---------------------------                                       
Performance Shares to Participants on such terms and conditions as may be
selected by the Committee.  The Committee shall have the complete discretion to

                                      -9-

<PAGE>
 
determine the number of Performance Shares granted to each Participant.  All
Awards of Performance Shares shall be evidenced by an Award Agreement.

     9.2. RIGHT TO PAYMENT.  A grant of Performance Shares gives the Participant
          ----------------                                                      
rights, valued as determined by the Committee, and payable to, or exercisable
by, the Participant to whom the Performance Shares are granted, in whole or in
part, as the Committee shall establish at grant or thereafter. The Committee
shall set performance goals and other terms or conditions to payment of the
Performance Shares in its discretion which, depending on the extent to which
they are met, will determine the number and value of Performance Shares that
will be paid to the Participant.

     9.3. OTHER TERMS.  Performance Shares may be payable in cash, Stock, or
          -----------                                                       
other property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Agreement.

                                  ARTICLE 10
                            RESTRICTED STOCK AWARDS

    10.1. GRANT OF RESTRICTED STOCK.  The Committee is authorized to make
          -------------------------                                      
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee.  All Awards of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.

    10.2. ISSUANCE AND RESTRICTIONS.  Restricted Stock shall be subject to
          -------------------------                                       
such restrictions on transferability and other restrictions as the Committee may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter.

    10.3. FORFEITURE.  Except as otherwise determined by the Committee at the
          ----------                                                         
time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period or upon failure to satisfy a
performance goal during the applicable restriction period, Restricted Stock that
is at that time subject to restrictions shall be forfeited and reacquired by the
Company; provided, however, that the Committee may provide in any Award
Agreement that restrictions or forfeiture conditions relating to Restricted
Stock will be waived in whole or in part in the event of terminations resulting
from specified causes, and the Committee may in other cases waive in whole or in
part restrictions or forfeiture conditions relating to Restricted Stock.

    10.4. CERTIFICATES FOR RESTRICTED STOCK.  Restricted Stock granted under
          ---------------------------------                                 
the Plan may be evidenced in such manner as the Committee shall determine.  If
certificates representing shares of Restricted Stock are registered in the name
of the 

                                      -10-

<PAGE>
 
Participant, certificates must bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted Stock.

                                  ARTICLE 11
                             DIVIDEND EQUIVALENTS

    11.1  GRANT OF DIVIDEND EQUIVALENTS.  The Committee is authorized to grant
          -----------------------------                                       
Dividend Equivalents to Participants subject to such terms and conditions as may
be selected by the Committee. Dividend Equivalents shall entitle the Participant
to receive payments equal to dividends with respect to all or a portion of the
number of shares of Stock subject to an Award, as determined by the Committee.
The Committee may provide that Dividend Equivalents be paid or distributed when
accrued or be deemed to have been reinvested in additional shares of Stock, or
otherwise reinvested.

                                  ARTICLE 12
                           OTHER STOCK-BASED AWARDS

    12.1. GRANT OF OTHER STOCK-BASED AWARDS.  The Committee is authorized,
          ---------------------------------                               
subject to limitations under applicable law, to grant to Participants such other
Awards that are payable in, valued in whole or in part by reference to, or
otherwise based on or related to shares of Stock, as deemed by the Committee to
be consistent with the purposes of the Plan, including without limitation shares
of Stock awarded purely as a "bonus" and not subject to any restrictions or
conditions, convertible or exchangeable debt securities, other rights
convertible or exchangeable into shares of Stock, and Awards valued by reference
to book value of shares of Stock or the value of securities of or the
performance of specified Parents or Subsidiaries.  The Committee shall determine
the terms and conditions of such Awards.

                                  ARTICLE 13
                        PROVISIONS APPLICABLE TO AWARDS

    13.1. STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS.  Awards granted under
          ------------------------------------------                       
the Plan may, in the discretion of the Committee, be granted either alone or in
addition to, in tandem with, or in substitution for, any other Award granted
under the Plan.  If an Award is granted in substitution for another Award, the
Committee may require the surrender of such other Award in consideration of the
grant of the new Award.  Awards granted in addition to or in tandem with other
Awards may be granted either at the same time as or at a different time from the
grant of such other Awards.

    13.2. EXCHANGE PROVISIONS.  The Committee may at any time offer to
          -------------------                                         
exchange or buy out any previously granted Award for a payment in cash, Stock,
or another Award (subject to Section 14.1), based on the terms and conditions
the Committee determines and communicates to the Participant at the time the
offer is made, and after taking into account the tax, securities and accounting
effects of such an exchange.

                                      -11-

<PAGE>
 
    13.3. TERM OF AWARD.  The term of each Award shall be for the period as
          -------------                                                    
determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from the date of its grant
(or, if Section 7.2(e) applies, five years from the date of its grant).

    13.4. FORM OF PAYMENT FOR AWARDS.  Subject to the terms of the Plan and
          --------------------------                                       
any applicable law or Award Agreement, payments or transfers to be made by the
Company or a Parent or Subsidiary on the grant or exercise of an Award may be
made in such form as the Committee determines at or after the time of grant,
including without limitation, cash, Stock, other Awards, or other property, or
any combination, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case determined in accordance with
rules adopted by, and at the discretion of, the Committee.

    13.5. LIMITS ON TRANSFER.  No right or interest of a Participant in any
          ------------------                                               
unexercised or restricted Award may be pledged, encumbered, or hypothecated to
or in favor of any party other than the Company or a Parent or Subsidiary, or
shall be subject to any lien, obligation, or liability of such Participant to
any other party other than the Company or a Parent or Subsidiary. No unexercised
or restricted Award shall be assignable or transferable by a Participant other
than by will or the laws of descent and distribution or, except in the case of
an Incentive Stock Option, pursuant to a domestic relations order that would
satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Award
under the Plan; provided, however, that the Committee may (but need not) permit
other transfers where the Committee concludes that such transferability (i) does
not result in accelerated taxation, (ii) does not cause any Option intended to
be an incentive stock option to fail to be described in Code Section 422(b), and
(iii) is otherwise appropriate and desirable, taking into account any factors
deemed relevant, including without limitation, state or federal tax or
securities laws applicable to transferable Awards.

    13.6  BENEFICIARIES.  Notwithstanding Section 13.5, a Participant may, in
          -------------                                                      
the manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise
provide, and to any additional restrictions deemed necessary or appropriate by
the Committee. If no beneficiary has been designated or survives the
Participant, payment shall be made to the Participant's estate. Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee.

    13.7. STOCK CERTIFICATES.  All Stock certificates delivered under the Plan
          ------------------                                                  
are subject to any stop-transfer orders and other restrictions as the Committee
deems 

                                      -12-

<PAGE>
 
necessary or advisable to comply with federal or state securities laws, rules
and regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded. The Committee
may place legends on any Stock certificate to reference restrictions applicable
to the Stock.

    13.8  ACCELERATION UPON DEATH OR DISABILITY.  Notwithstanding any other
          -------------------------------------                            
provision in the Plan or any Participant's Award Agreement to the contrary, upon
the Participant's death or Disability during his employment or service as a
director, all outstanding Options, Stock Appreciation Rights, and other Awards
in the nature of rights that may be exercised shall become fully exercisable and
all restrictions on outstanding Awards shall lapse. Any Option or Stock
Appreciation Rights Awards shall thereafter continue or lapse in accordance with
the other provisions of the Plan and the Award Agreement. To the extent that
this provision causes Incentive Stock Options to exceed the dollar limitation
set forth in Section 7.2(d), the excess Options shall be deemed to be Non-
Qualified Stock Options.

    13.9. ACCELERATION FOR ANY OTHER REASON.  The Committee may in its sole
          ---------------------------------                                
discretion at any time determine that all or a portion of a Participant's
Options, Stock Appreciation Rights, and other Awards in the nature of rights
that may be exercised shall become fully or partially exercisable, and/or that
all or a part of the restrictions on all or a portion of the outstanding Awards
shall lapse, in each case, as of such date as the Committee may, in its sole
discretion, declare. The Committee may discriminate among Participants and among
Awards granted to a Participant in exercising its discretion pursuant to this
Section 13.9.

    13.10 EFFECT OF ACCELERATION.  If an Award is accelerated under Section
          ----------------------                                           
13.9, the Committee may, in its sole discretion, provide (i) that the Award will
expire after a designated period of time after such acceleration to the extent
not then exercised, (ii) that the Award will be settled in cash rather than
Stock, (iii) that the Award will be assumed by another party to a transaction
giving rise to the acceleration or otherwise be equitably converted in
connection with such transaction, or (iv) any combination of the foregoing. The
Committee's determination need not be uniform and may be different for different
Participants whether or not such Participants are similarly situated.

    13.11 RETIREMENT.  Notwithstanding any other provision in the Plan or any
          ----------                                                         
Participant's Award Agreement to the contrary, upon the Participant's Retirement
(as defined in Section 3.1), all outstanding Options, Stock Appreciation Rights,
and other Awards in the nature of rights that may be exercised shall become
fully exercisable and all restrictions on outstanding Awards shall lapse. Any
Options or Stock Appreciation Rights held by the Participant shall remain
exercisable until the earlier of (i) the original expiration date of the Option,
or (ii) the fifth anniversary of the Participant's Retirement. To the extent
that this provision causes any Incentive Stock Options to fail to meet the
requirements of Code Section 422, such Options shall be deemed to be Non-
Qualified Stock Options.

                                      -13-

<PAGE>
 
     13.12. PERFORMANCE GOALS.  The Committee may determine that any Award
            -----------------                                             
granted pursuant to this Plan to a Participant (including, but not limited to,
Participants who are Covered Employees) shall be determined solely on the basis
of (a) the achievement by the Company or a Parent or Subsidiary of a specified
target return, or target growth in return, on equity or assets, (b) the
Company's stock price, (c) the Company's total shareholder return (stock price
appreciation plus reinvested dividends) relative to a defined comparison group
or target over a specific performance period, (d) the achievement by a business
unit of the Company, Parent or Subsidiary of a specified target, or target
growth in, revenue, profit contribution, net income, EBIT, EBITDA or earnings
per share, (e) the achievement by a business unit of the Company, Parent or
Subsidiary of a specified target, or target growth in, operating income and or
margin percentage of revenue, or (f) any combination of the goals set forth in
(a) through (e) above. Further, the performance goal may be stated in terms of a
dollar amount, a percentage increase, a target percentage or as an amount or
percent of change over time. If an Award is made on such basis, the Committee
has the right for any reason to reduce (but not increase) the Award,
notwithstanding the achievement of a specified goal. If an Award is made on such
basis, the Committee shall establish goals prior to the beginning of the period
for which such performance goal relates (or such later date as may be permitted
under Code Section 162(m) or the regulations thereunder). Any payment of an
Award granted with performance goals shall be conditioned on the written
certification of the Committee in each case that the performance goals and any
other material conditions were satisfied.

     13.13. TERMINATION OF EMPLOYMENT.  Whether military, government or other
            -------------------------                                        
service or other leave of absence shall constitute a termination of employment
shall be determined in each case by the Committee at its discretion, and any
determination by the Committee shall be final and conclusive. A termination of
employment shall not occur in a circumstance in which a Participant transfers
from the Company to one of its Parents or Subsidiaries, transfers from a Parent
or Subsidiary to the Company, or transfers from one Parent or Subsidiary to
another Parent or Subsidiary.

                                  ARTICLE 14
                         CHANGES IN CAPITAL STRUCTURE

     14.1.  GENERAL.  In the event a stock dividend is declared upon the Stock,
            -------                                                            
the authorization limits under Section 5.1 and 5.4 shall be increased
proportionately, and the shares of Stock then subject to each Award shall be
increased proportionately without any change in the aggregate purchase price
therefor. In the event the Stock shall be changed into or exchanged for a
different number or class of shares of stock or securities of the Company or of
another corporation, whether through reorganization, recapitalization,
reclassification, share exchange, stock split-up, combination of shares, merger
or consolidation, the authorization limits under Section 5.1 and 5.4 shall be
adjusted proportionately, and there shall be substituted for each such share of
Stock then subject to each Award the number and class of shares into which each
outstanding share of Stock shall be so exchanged, all without any change in the
aggregate purchase price for the 

                                      -14-

<PAGE>
 
shares then subject to each Award, or, subject to Section 15.2, there shall be
made such other equitable adjustment as the Committee shall approve.

                                  ARTICLE 15
                    AMENDMENT, MODIFICATION AND TERMINATION

     15.1.  AMENDMENT, MODIFICATION AND TERMINATION.  The Board or the Committee
            ---------------------------------------                             
may, at any time and from time to time, amend, modify or terminate the Plan
without shareholder approval; provided, however, that the Board or Committee may
condition any amendment or modification on the approval of shareholders of the
Company if such approval is necessary or deemed advisable with respect to tax,
securities or other applicable laws, policies or regulations.

     15.2   AWARDS PREVIOUSLY GRANTED.  At any time and from time to time, the
            -------------------------                                         
Committee may amend, modify or terminate any outstanding Award without approval
of the Participant; provided, however, that, subject to the terms of the
applicable Award Agreement, such amendment, modification or termination shall
not, without the Participant's consent, reduce or diminish the value of such
Award determined as if the Award had been exercised, vested, cashed in or
otherwise settled on the date of such amendment or termination. No termination,
amendment, or modification of the Plan shall adversely affect any Award
previously granted under the Plan, without the written consent of the
Participant.

                                  ARTICLE 16
                              GENERAL PROVISIONS

     16.1.  NO RIGHTS TO AWARDS.  No Participant or any eligible participant
            -------------------                                              
shall have any claim to be granted any Award under the Plan, and neither the
Company nor the Committee is obligated to treat Participants or eligible
participants uniformly.

     16.2.  NO SHAREHOLDER RIGHTS.  No Award gives the Participant any of the
            ---------------------                                            
rights of a shareholder of the Company unless and until shares of Stock are in
fact issued to such person in connection with such Award.

     16.3.  WITHHOLDING.  The Company or any Parent or Subsidiary shall have the
            -----------                                                         
authority and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy federal, state, and local taxes
(including the Participant's FICA obligation) required by law (including any
foreign jurisdiction in which the Participant resides) to be withheld with
respect to any taxable event arising as a result of the Plan. With respect to
withholding required upon any taxable event under the Plan, the Committee may,
at the time the Award is granted or thereafter, require or permit that any such
withholding requirement be satisfied, in whole or in part, by withholding from
the Award shares of Stock having a Fair Market Value on the date of withholding
equal to the minimum amount (and not any greater amount) required to be withheld
for tax purposes, all in accordance with such procedures as the Committee
establishes.

                                      -15-

<PAGE>
 
     16.4.  NO RIGHT TO CONTINUED SERVICE.  Nothing in the Plan or any Award
            -----------------------------                                   
Agreement shall interfere with or limit in any way the right of the Company or
any Parent or Subsidiary to terminate any Participant's employment or status as
an officer or director at any time, nor confer upon any Participant any right to
continue as an employee, officer or director of the Company or any Parent or
Subsidiary.

     l6.5.  UNFUNDED STATUS OF AWARDS.  The Plan is intended to be an "unfunded"
            -------------------------                                           
plan for incentive and deferred compensation.  With respect to any payments not
yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any Award Agreement shall give the Participant any rights that are greater than
those of a general creditor of the Company or any Parent or Subsidiary.

     16.6.  INDEMNIFICATION.  To the extent allowable under applicable law, each
            ---------------                                                     
member of the Committee shall be indemnified and held harmless by the Company
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by such member in connection with or resulting from any
claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the
Plan and against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit, or proceeding against him
provided he gives the Company an opportunity, at its own expense, to handle and
defend the same before he undertakes to handle and defend it on his own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the
Company's Articles of Incorporation or Bylaws, as a matter of law, or otherwise,
or any power that the Company may have to indemnify them or hold them harmless.

     16.7.  RELATIONSHIP TO OTHER BENEFITS.  No payment under the Plan shall be
            ------------------------------                                     
taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the Company
or any Parent or Subsidiary unless provided otherwise in such other plan.

     16.8.  EXPENSES.  The expenses of administering the Plan shall be borne by
            --------                                                           
the Company and its Parents or Subsidiaries.

     16.9.  TITLES AND HEADINGS.  The titles and headings of the Sections in the
            -------------------                                                 
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.

     16.10.  GENDER AND NUMBER.  Except where otherwise indicated by the
             -----------------                                          
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

                                      -16-

<PAGE>
 
     16.11.  FRACTIONAL SHARES.  No fractional shares of Stock shall be issued
             -----------------                                                
and the Committee shall determine, in its discretion, whether cash shall be
given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.

     16.12.  GOVERNMENT AND OTHER REGULATIONS.  The obligation of the Company to
             --------------------------------                                   
make payment of awards in Stock or otherwise shall be subject to all applicable
laws, rules, and regulations, and to such approvals by government agencies as
may be required. The Company shall be under no obligation to register under the
1933 Act, or any state securities act, any of the shares of Stock issued in
connection with the Plan. The shares issued in connection with the Plan may in
certain circumstances be exempt from registration under the 1933 Act, and the
Company may restrict the transfer of such shares in such manner as it deems
advisable to ensure the availability of any such exemption.

     16.13.  GOVERNING LAW.  To the extent not governed by federal law, the Plan
             --------------                                                     
and all Award Agreements shall be construed in accordance with and governed by
the laws of the State of Georgia.

     16.14   ADDITIONAL PROVISIONS.  Each Award Agreement may contain such other
             ---------------------                                              
terms and conditions as the Committee may determine; provided that such other
terms and conditions are not inconsistent with the provisions of this Plan.

The foregoing is hereby acknowledged as being the Global Payments Inc. 2000 
Long-Term Incentive Plan as approved by the sole shareholder of the Company on
________, 2000.

                                        GLOBAL PAYMENTS INC.


                                        By:  __________________________

                                        Its: ___________________________

                                      -17-



<PAGE>
 
                                                                   EXHIBIT 10.10

                                    FORM OF

                             GLOBAL PAYMENTS INC.

                       2000 EMPLOYEE STOCK PURCHASE PLAN

                               TABLE OF CONTENTS

<TABLE> 
<CAPTION> 
<S>                                                                         <C> 
Article I - BACKGROUND....................................................    1
                                                                                
        1.1   Establishment of the Plan...................................    1
        1.2   Applicability of the Plan...................................    1
        1.3   Purpose.....................................................    1
                                                                               
Article II - DEFINITIONS..................................................    1
                                                                               
        2.1   Administrator...............................................    1
        2.2   Board.......................................................    1
        2.3   Code........................................................    1
        2.4   Committee...................................................    1
        2.5   Common Stock................................................    2
        2.6   Compensation................................................    2
        2.7   Contribution Account........................................    2
        2.8   Company.....................................................    2
        2.9   Direct Registration System..................................    2
        2.10  Effective Date..............................................    2
        2.11  Eligible Employee...........................................    2
        2.12  Employee....................................................    3
        2.13  Employer....................................................    3
        2.14  Fair Market Value...........................................    3
        2.15  Offering Date...............................................    3
        2.16  Offering Period.............................................    3
        2.17  Option......................................................    3
        2.18  Participant.................................................    3
        2.19  Plan........................................................    3
        2.20  Purchase Date...............................................    3
        2.21  Purchase Price..............................................    3
        2.22  Request Form................................................    3
        2.23  Spin-off....................................................    3
        2.24  Stock Account...............................................    4
        2.25  Subsidiary..................................................    4
        2.26  Trading Date................................................    4
                                                                               
Article III - ELIGIBILITY AND PARTICIPATION...............................    4
</TABLE>
 

<PAGE>
 

<TABLE> 
<S>                                                                                               <C> 
         3.1  Eligibility........................................................................    4
         3.2  Initial Participation..............................................................    5
         3.3  Leave of Absence...................................................................    5
                                                                                                     
Article IV - STOCK AVAILABLE.....................................................................    5
                                                                                                     
         4.1  In General.........................................................................    5
         4.2  Adjustment in Event of Changes in Capitalization...................................    5
         4.3  Dissolution, Liquidation, or Merger................................................    6
                                                                                                     
Article V. - OPTION PROVISIONS...................................................................    6
                                                                                                     
         5.1  Purchase Price.....................................................................    6
         5.2  Calendar Year $25,000 Limit........................................................    6
         5.3  Offering Period Limit..............................................................    7
                                                                                                     
Article VI - PURCHASING COMMON STOCK.............................................................    7
                                                                                                     
         6.1  Participant's Contribution Account.................................................    7
         6.2  Payroll Deductions, Dividends......................................................    7
         6.3  Discontinuance.....................................................................    8
         6.4
  Leave of Absence; Transfer of Ineligible Status....................................    8
         6.5  Automatic Exercise.................................................................    8
         6.6  Listing, Registration, and Qualification of Shares.................................    9
                                                                                                     
Article VII - WITHDRAWALS, DISTRIBUTIONS.........................................................    9
                                                                                                     
         7.1  Discontinuance of Deductions; Leave of Absence; Transfer to Ineligible Status......    9
         7.2  In-Service Withdrawals.............................................................    9
         7.3  Termination of Employment for Reasons Other Than Death.............................    10
         7.4  Death..............................................................................    10
         7.5  Registration.......................................................................    10
                                                                                                     
Article VIII - AMENDMENT AND TERMINATION.........................................................    11
                                                                                                     
         8.1  Amendment..........................................................................    11
         8.2  Termination........................................................................    11
                                                                                                     
Article IX - MISCELLANEOUS.......................................................................    11
                                                                                                     
         9.1  Employment Rights..................................................................    11
         9.2  Tax Withholding....................................................................    11
         9.3  Rights Not Transferable............................................................    11
         9.4  No Repurchase of Stock by Company..................................................    11
         9.5  Governing Law......................................................................    11
         9.6  Shareholder Approval; Registration.................................................    11
</TABLE>
 

<PAGE>
 
                             GLOBAL PAYMENTS INC.
                       2000 EMPLOYEE STOCK PURCHASE PLAN

                       
                                   ARTICLE I
                                  BACKGROUND

          1.1  Establishment of the Plan. Global Payments Inc. (the "Company")
hereby establishes a stock purchase plan to be known as the "Global Payments
Inc. 2000 Employee Stock Purchase Plan" (the "Plan"), as set forth in this
document. The Plan is intended to be a qualified employee stock purchase plan
within the meaning of Section 423 of the Internal Revenue Code of 1986, as
amended, and the regulations and rulings thereunder.

          1.2  Applicability of the Plan. The provisions of this Plan are
applicable only to certain individuals who, on or after the Effective Date (as
defined herein), are employees of the Company and its Subsidiaries participating
in the Plan. The Committee shall indicate from time to time which of its
Subsidiaries, if any, are participating in the Plan.

          1.3  Purpose. The purpose of the Plan is to enhance the proprietary
interest among the employees of the Company and its participating subsidiaries
through ownership of Common Stock of the Company.

                                  ARTICLE II
                                  DEFINITIONS

          Whenever capitalized in this document, the following terms shall have
the respective meanings set forth below.

          2.1  Administrator. Administrator shall mean the person or persons
(who may be officers or employees of the Company) selected by the Committee to
operate the Plan, perform day-to-day administration of the Plan, and maintain
records of the Plan.

          2.2  Board. Board shall mean the Board of Directors of the Company.

          2.3  Code. Code shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations thereunder.

          2.4  Committee. Committee shall mean a committee which consists of
members of the Board and which has been designated by the Board to have the
general responsibility for the administration of the Plan. Unless otherwise
designated by the Board, the Compensation Committee of the Board of Directors of
the Company shall serve as the Committee administering the Plan. Subject to the
express provisions of the Plan, the Committee shall have plenary authority in
its sole and absolute discretion to

<PAGE>
 
interpret and construe any and all provisions of the Plan, to adopt rules and
regulations for administering the Plan, and to make all other determinations
necessary or advisable for administering the Plan. The Committee's
determinations on the foregoing matters shall be conclusive and binding upon all
persons.

          2.5  Common Stock. Common Stock shall mean the common stock, no par 
value, of the Company.

          2.6  Compensation. Compensation shall mean, for any Participant, for
any Offering Period, the Participant's gross wages for the respective period,
including without limitation salary, bonus, and commission, but subject to
appropriate adjustments that would exclude items such as non-cash compensation
and reimbursement of moving, travel, trade or business expenses.

          2.7  Contribution Account. Contribution Account shall mean the
bookkeeping account established by the Administrator on behalf of each
Participant, which shall be credited with the amounts deducted from the
Participant's Compensation pursuant to Article VI. The Administrator shall
establish a separate Contribution Account for each Participant for each Offering
Period.

          2.8  Company. Company shall mean Global Payments Inc., a Georgia
corporation.

          2.9  Direct Registration System. Direct Registration System shall mean
a direct registration system approved by the Securities and Exchange Commission
and by the New York Stock Exchange, Inc. or any securities exchange on which the
Common Stock is then listed, whereby shares of Common Stock may be registered in
the holder's name in book-entry form on the books of the Company.

          2.10 Effective Date. Effective Date shall mean the effective date of
the Plan, which shall be the last to occur of (i) the date the Plan is approved
by the shareholders of the Company, (ii) the first trading day after the
effective date of the Spin-off, or (iii) the effective date of the Company's
registration statement on Form S-8 filed under the Securities Act of 1933, as
amended, covering the shares to be issued under the Plan.

          2.11 Eligible Employee. An Employee eligible to participate in the
Plan pursuant to Section 3.1.

          2.12 Employee. Employee shall mean an individual employed by an
Employer who meets the employment relationship described in Treasury Regulation
Sections 1.423-2(b) and Section 1.421-7(h).

          2.13 Employer. Employer shall mean the Company and any Subsidiary
designated by the Committee as an employer participating in the Plan.

                                      -2-

<PAGE>
 
          2.14 Fair Market Value. Fair Market Value of a share of Common Stock,
as of any designated date, shall mean the closing sales price of the Common
Stock on the New York Stock Exchange on such date or on the last previous date
on which such stock was traded.

          2.15 Offering Date. Offering Date shall mean the first Trading Date of
each Offering Period.

          2.16 Offering Period. Offering Period shall mean the quarterly periods
beginning January 1, April 1, July 1, and October 1 respectively, of each year
during which offers to purchase Common Stock are outstanding under the Plan;
provided, however, that the initial Offering Period shall be the period
beginning on the Effective Date and ending on March 31, 2001. No payroll
deductions shall be taken until the Effective Date.

          2.17 Option. Option shall mean the option to purchase Common Stock
granted under the Plan on each Offering Date.

          2.18 Participant. Participant shall mean any Eligible Employee who has
elected to participate in the Plan under Section 3.2.

          2.19 Plan. Plan shall mean the Global Payments Inc. 2000 Employee
Stock Purchase Plan, as amended and in effect from time to time.

          2.20 Purchase Date. Purchase Date shall mean the last Trading Date of
each Offering Period.

          2.21 Purchase Price. Purchase Price shall mean the purchase price of
Common Stock determined under Section 5.1.

          2.22 Request Form. Request Form shall mean an Employee's authorization
either in writing on a form approved by the Administrator or through electronic
communication approved by the Administrator which specifies the Employee's
payroll deduction in accordance with Section 6.2, and contains such other terms
and provisions as may be required by the Administrator.

          2.23 Spin-off. Spin-off shall mean the contribution by the Company to
a wholly-owned subsidiary, of the business, assets and liabilities of the
Company's eCommerce operations and the subsequent distribution to the
shareholders of the Company of all of the issued and outstanding shares of
capital stock of such subsidiary, all as contemplated in that certain proposed
Distribution Agreement (Plan of Reorganization and Distribution) to be entered
into between the Company and such subsidiary and the related agreements between
the parties referred to therein.

                                      -3-

<PAGE>
 
          2.24 Stock Account. Stock Account shall mean the account established
by the Administrator on behalf of each Participant, which shall be credited with
shares of Common Stock purchased pursuant to the Plan and dividends thereon
until distributed in accordance with the terms of the Plan.

          2.25 Subsidiary. Subsidiary shall mean any present or future
corporation which is a "subsidiary corporation" of the Company as defined in
Code Section 424(f).

          2.26 Trading Date. Trading Date shall mean a date on which shares of
Common Stock are traded on a national securities exchange (such as the New York
Stock Exchange), the Nasdaq National Market or in the over-the-counter market.

          Except when otherwise indicated by the context, the definition of any
term herein in the singular may also include the plural.

                                  ARTICLE III
                         ELIGIBILITY AND PARTICIPATION

          3.1  Eligibility. Each Employee who is an Employee regularly scheduled
to work at least 20 hours each week and at least five months each calendar year
shall be eligible to participate in the Plan as of the later of:

          (a)  the Offering Date immediately following the Employee's last date
of hire by an Employer; or

          (b)  the Effective Date.

          On each Offering Date, Options will automatically be granted to all
Employees then eligible to participate in the Plan; provided, however, that no
Employee shall be granted an Option for an Offering Period if, immediately after
the grant, the Employee would own stock, and/or hold outstanding options to
purchase stock, possessing five percent or more of the total combined voting
power or value of all classes of stock of the Company or any Subsidiary. For
purposes of this Section, the attribution rules of Code Section 424(d) shall
apply in determining stock ownership of any Employee. If an Employee is granted
an Option for an Offering Period and such Employee does not participate in the
Plan for such Offering Period, such Option will be deemed never to have been
granted for purposes of applying the $25,000 annual limitation described in
Section 5.2.

          3.2  Initial Participation. An Eligible Employee having been granted
an Option under Section 3.1 may submit a Request Form to the Administrator to
participate in the Plan for an Offering Period. The Request Form shall authorize
a regular payroll deduction from the Employee's Compensation for the Offering
Period, subject to the limits and procedures described in Article VI. A
Participant's Request Form authorizing a

                                      -4-

<PAGE>
 
regular payroll deduction shall remain effective from Offering Period to
Offering Period until amended or canceled under Section 6.3.

          3.3  Leave of Absence. For purposes of Section 3.1, an individual on a
leave of absence from an Employer shall be deemed to be an Employee for the
first 90 days of such leave. For purposes of this Plan, such individual's
employment with the Employer shall be deemed to terminate at the close of
business on the 90th day of the leave, unless the individual has returned to
regular employment with an Employer before the close of business on such 90th
day. Termination of any individual's leave of absence by an Employer, other than
on account of a return to employment with an Employer, shall be deemed to
terminate an individual's employment with the Employer for all purposes of the
Plan.

                                  ARTICLE IV
                                STOCK AVAILABLE

          4.1  In General. Subject to the adjustments in Sections 4.2 and 4.3,
an aggregate of 1,200,000 shares of Common Stock shall be available for
purchase by Participants pursuant to the provisions of the Plan. These shares
may be authorized and unissued shares or may be shares issued and subsequently
acquired by the Company. If an Option under the Plan expires or terminates for
any reason without having been exercised in whole or part, the shares subject to
such Option that are not purchased shall again be available for subsequent
Option grants under the Plan. If the total number of shares of Common Stock for
which Options are exercised on any Purchase Date exceeds the maximum number of
shares then available under the Plan, the Committee shall make a pro rata
allocation of the shares available in as nearly a uniform manner as shall be
practicable and as it shall determine to be equitable; and the balance of the
cash credited to Participants' Contribution Accounts shall be distributed to the
Participants as soon as practicable.

          4.2  Adjustment in Event of Changes in Capitalization. In the event of
a stock dividend, stock split or combination of shares, recapitalization or
other change in the Company's capitalization, or other distribution with respect
to holders of the Company's Common Stock other than normal cash dividends, an
automatic adjustment shall be made in the number and kind of shares as to which
outstanding Options or portions thereof then unexercised shall be exercisable
and in the available shares set forth in Section 4.1, so that the proportionate
interest of the Participants shall be maintained as before the occurrence of
such event. This adjustment in outstanding Options shall be made without change
in the total price applicable to the unexercised portion of such Options and
with a corresponding adjustment in the Purchase Price per share; provided,
however, that in no event shall any adjustment be made that would cause any
Option to fail to qualify as an option pursuant to an employee stock purchase
plan within the meaning of Section 423 of the Code.

                                      -5-

<PAGE>
 
          4.3  Dissolution, Liquidation, or Merger. Upon the dissolution or
liquidation of the Company, or upon a reorganization, merger, or consolidation
of the Company with one or more corporations in which the Company is not the
surviving corporation (or survives as a direct or indirect subsidiary of other
such other constituent corporation or its parent), or upon a sale of
substantially all of the property or stock of the Company to another
corporation, the holder of each Option then outstanding under the Plan shall be
entitled to receive at the next Purchase Date upon the exercise of such Option
for each share as to which such Option shall be exercised, as nearly as
reasonably may be determined, the cash, securities, or property which a holder
of one share of the Common Stock was entitled to receive upon and at the time of
such transaction. The Committee shall take such steps in connection with these
transactions as the Committee deems necessary or appropriate to assure that the
provisions of this Section shall thereafter be applicable, as nearly as
reasonably may be determined, in relation to the cash, securities, or property
which the holder of the Option may thereafter be entitled to receive. In lieu of
the foregoing, the Committee may terminate the Plan in accordance with Section
8.2.

                                   ARTICLE V
                               OPTION PROVISIONS

          5.1  Purchase Price. The Purchase Price of a share of Common Stock
purchased for a Participant pursuant to each exercise of an Option shall be the
lesser of:

          (a)  85 percent of the Fair Market Value of a share of Common Stock on
the Offering Date; or

          (b)  85 percent of the Fair Market Value of a share of Common Stock on
the Purchase Date.

          5.2  Calendar Year $25,000 Limit. Notwithstanding anything else
contained herein, no Employee may be granted an Option for any Offering Period
which permits such Employee's rights to purchase Common Stock under this Plan
and any other qualified employee stock purchase plan (within the meaning of Code
Section 423) of the Company and its Subsidiaries to accrue at a rate which
exceeds $25,000 of Fair Market Value of such Common Stock for each calendar year
in which an Option is outstanding at any time. For purposes of this Section,
Fair Market Value shall be determined as of the Offering Date.

          5.3  Offering Period Limit. Notwithstanding anything else contained
herein, the maximum number of shares of Common Stock that an Eligible Employee
may purchase in any Offering Period is 1,600 shares.


                                  ARTICLE VI
                            PURCHASING COMMON STOCK

                                      -6-

<PAGE>
 
          6.1  Participant's Contribution Account. The Administrator shall
establish a book account in the name of each Participant for each Offering
Period. As discussed in Section 6.2 below, a Participant's payroll deductions
shall be credited to the Participant's Contribution Account, without interest,
until such cash is withdrawn, distributed, or used to purchase Common Stock as
described below.

          During such time, if any, as the Company participates in a Direct
Registration System, shares of Common Stock acquired upon exercise of an Option
shall be directly registered in the name of the Participant. If the Company does
not participate in a Direct Registration System, then until distribution is
requested by a Participant pursuant to Article VII, stock certificates
evidencing the Participant's shares of Common Stock acquired upon exercise of an
Option shall be held by the Company as the nominee for the Participant. These
shares shall be credited to the Participant's Stock Account. Certificates shall
be held by the Company as nominee for Participants solely as a matter of
convenience. A Participant shall have all ownership rights as to the shares
credited to his or her Stock Account, and the Company shall have no ownership or
other rights of any kind with respect to any such certificates or the shares
represented thereby.

          All cash received or held by the Company under the Plan may be used by
the Company for any corporate purpose. The Company shall not be obligated to
segregate any assets held under the Plan.

          6.2  Payroll Deductions; Dividends.

          (a)  Payroll Deductions. By submitting a Request Form at any time
before an Offering Period in accordance with rules adopted by the Committee, an
Eligible Employee may authorize a payroll deduction to purchase Common Stock
under the Plan for the Offering Period. The payroll deduction shall be effective
on the first pay period during the Offering Period commencing after receipt of
the Request Form by the Administrator. The payroll deduction shall be in any
whole dollar amount or percentage up to a maximum of twenty percent (20%) of
such Employee's Compensation payable each pay period, and at any other time an
element of Compensation is payable. A Participant's payroll deduction shall not
be less than one percent (1%) of such Employee's Compensation payable each
payroll period.

          (b)  Dividends. Cash or stock dividends paid on Common Stock which is
credited to a Participant's Stock Account as of the dividend payment date shall
be credited to the Participant's Stock Account and paid or distributed to the
Participant as soon as practicable.

          6.3  Discontinuance. A Participant may discontinue his or her payroll
deductions for an Offering Period by filing a new Request Form with the
Administrator. This discontinuance shall be effective on the first pay period
commencing at least 15 days after receipt of the Request Form by the
Administrator. A Participant who discontinues

                                      -7-

<PAGE>
 
his or her payroll deductions for an Offering Period may not resume
participation in the Plan until the following Offering Period.

          Any amount held in the Participant's Contribution Account for an
Offering Period after the effective date of the discontinuance of his or her
payroll deductions will either be refunded or used to purchase Common Stock in
accordance with Section 7.1.

          6.4  Leave of Absence; Transfer to Ineligible Status. If a Participant
either begins a leave of absence, is transferred to employment with a Subsidiary
not participating in the Plan, or remains employed with an Employer but is no
longer eligible to participate in the Plan, the Participant shall cease to be
eligible for payroll deductions to his or her Contribution Account pursuant to
Section 6.2. The cash standing to the credit of the Participant's Contribution
Account shall become subject to the provisions of Section 7.1.

          If the Participant returns from the leave of absence before being
deemed to have ceased employment with the Employer under Section 3.3, or again
becomes eligible to participate in the Plan, the Request Form, if any, in effect
immediately before the leave of absence or disqualifying change in employment
status shall be deemed void and the Participant must again complete a new
Request Form to resume participation in the Plan.

          6.5  Automatic Exercise. Unless the cash credited to a Participant's
Contribution Account is withdrawn or distributed as provided in Article VII, his
or her Option shall be deemed to have been exercised automatically on each
Purchase Date, for the purchase of the number of full shares of Common Stock
which the cash credited to his or her Contribution Account at that time will
purchase at the Purchase Price. If there is a cash balance remaining in the
Participant's Contribution Account at the end of an Offering Period representing
the exercise price for a fractional share of Common Stock, such balance may be
retained in the Participant's Contribution Account for the next Offering Period,
unless the Participant requests that it be refunded, without interest. Any other
cash balance remaining in the Participant's Contribution Account at the end of
an Offering Period shall be refunded to the Participant, without interest. The
amount of cash that may be used to purchase shares of Common Stock may not
exceed the Compensation restrictions set forth in Section 6.2 or the applicable
limitations of Sections 5.2.or 5.3.

          Except as provided in the preceding paragraph, if the cash credited to
a Participant's Contribution Account on the Purchase Date exceeds the applicable
Compensation restrictions of Section 6.2 or exceeds the amount necessary to
purchase the maximum number of shares of Common Stock available during the
Offering Period under the applicable limitations of Section 5.2.or Section 5.3,
such excess cash shall be refunded to the Participant. Except as provided in the
preceding paragraph, the excess cash may not be used to purchase shares of
Common Stock nor retained in the Participant's Contribution Account for a future
Offering Period.

                                      -8-

<PAGE>
 
          Each Participant shall receive a statement on an annual basis
indicating the number of shares credited to his or her Stock Account, if any,
under the Plan.

          6.6  Listing, Registration, and Qualification of Shares. The granting
of Options for, and the sale and delivery of, Common Stock under the Plan shall
be subject to the effecting by the Company of any listing, registration, or
qualification of the shares subject to that Option upon any securities exchange
or under any federal or state law, or the obtaining of the consent or approval
of any governmental regulatory body deemed necessary or desirable for the
issuance or purchase of the shares covered.

                                  ARTICLE VII
                          WITHDRAWALS; DISTRIBUTIONS

          7.1  Discontinuance of Deductions; Leave of Absence; Transfer to
Ineligible Status. In the event of a Participant's complete discontinuance of
payroll deductions under Section 6.3 or a Participant's leave of absence or
transfer to an ineligible status under Section 6.4, the cash balance then
standing to the credit of the Participant's Contribution Account shall be--

          (a)  returned to the Participant, in cash, without interest, as soon
as practicable, upon the Participant's written request received by the
Administrator at least 30 days before the next Purchase Date; or

          (b)  held under the Plan and used to purchase Common Stock for the
Participant under the automatic exercise provisions of Section 6.5.

          7.2  In-Service Withdrawals. During such time, if any, as the Company
participates in a Direct Registration System, shares of Common Stock acquired
upon exercise of an Option shall be directly registered in the name of the
Participant and the Participant may withdraw certificates in accordance with the
applicable terms and conditions of such Direct Registration System. If the
Company does not participate in a Direct Registration System, a Participant may,
while an Employee of the Company or any Subsidiary, withdraw certificates for
some or all of the shares of Common Stock credited to his or her Stock Account
at any time, upon 30 days' written notice to the Administrator. If a Participant
requests a distribution of only a portion of the shares of Common Stock credited
to his or her Stock Account, the Administrator will distribute the oldest
securities held in the Participant's Stock Account first, using a first in-first
out methodology. The Administrator may at any time distribute certificates for
some or all of the shares of Common Stock credited to a Participant's Stock
Account, whether or not the Participant so requests.

          7.3  Termination of Employment for Reasons Other Than Death. If a
Participant terminates employment with the Company and the Subsidiaries for
reasons other than death, the cash balance in the Participant's Contribution
Account shall be returned to the Participant in cash, without interest, as soon
as practicable. Certificates

                                      -9-

<PAGE>
 
for the shares of Common Stock credited to his or her Stock Account shall be
distributed to the Participant as soon as practicable, unless the Company then
participates in a Direct Registration System, in which case, the Participant
shall be entitled to evidence of ownership of such shares in such form as the
terms and conditions of such Direct Registration System permit.

          7.4  Death. In the event a Participant dies, the cash balance in his
or her Contribution Account shall be distributed to the Participant's estate, in
cash, without interest, as soon as practicable. Certificates for the shares of
Common Stock credited to the Participant's Stock Account shall be distributed to
the estate as soon as practicable, unless the Company then participates in a
Direct Registration System, in which case, the estate shall be entitled to
evidence of ownership of such shares in such form as the terms and conditions of
such Direct Registration System permit.

          7.5  Registration. Whether represented in certificate form or by
direct registration pursuant to a Direct Registration System, shares of Common
Stock acquired upon exercise of an Option shall be directly registered in the
name of the Participant or, if the Participant so indicates on the Request Form,
(a) in the Participant's name jointly with a member of the Participant's family,
with the right of survivorship, (b) in the name of a custodian for the
Participant (in the event the Participant is under a legal disability to have
stock issued in the Participant's name), (c) in a manner giving effect to the
status of such shares as community property, or (d) in street name for the
benefit of any of the above with a broker designated by the Participant. No
other names may be included in the Common Stock registration. The Company shall
pay all issue or transfer taxes with respect to the issuance or transfer of
shares of such Common Stock, as well as all fees and expenses necessarily
incurred by the Company in connection with such issuance or transfer.

                                 ARTICLE VIII
                           AMENDMENT AND TERMINATION

          8.1  Amendment. The Committee shall have the right to amend or modify
the Plan, in full or in part, at any time and from time to time; provided,
however, that no amendment or modification shall:

          (a)  affect any right or obligation with respect to any grant
previously made, unless required by law, or

          (b)  unless previously approved by the shareholders of the Company,
where such approval is necessary to satisfy federal securities laws, the Code,
or rules of any stock exchange on which the Company's Common Stock is listed:

               (1)  in any manner materially affect the eligibility requirements
         set forth in Sections 3.1 and 3.3, or change the definition of Employer
         as set forth in Section 2.13, or

                                      -10-

<PAGE>
 
               (2)  increase the number of shares of Common Stock subject to any
         options issued to Participants (except as provided in Sections 4.2 and
         4.3).

         8.2 Termination. The Committee may terminate the Plan at any time in
its sole and absolute discretion. The Plan shall be terminated by the Committee
if at any time the number of shares of Common Stock authorized for purposes of
the Plan is not sufficient to meet all purchase requirements, except as
specified in Section 4.1.

          Upon termination of the Plan, the Administrator shall give notice
thereof to Participants and shall terminate all payroll deductions. Cash
balances then credited to Participants' Contribution Accounts shall be
distributed as soon as practicable, without interest.

                                  ARTICLE IX
                                 MISCELLANEOUS

          9.1  Employment Rights. Neither the establishment of the Plan, nor the
grant of any Options thereunder, nor the exercise thereof shall be deemed to
give to any Employee the right to be retained in the employ of the Company or
any Subsidiary or to interfere with the right of the Company or any Subsidiary
to discharge any Employee or otherwise modify the employment relationship at any
time.

          9.2  Tax Withholding. The Administrator may make appropriate
provisions for withholding of federal, state, and local income taxes, and any
other taxes, from a Participant's Compensation to the extent the Administrator
deems such withholding to be legally required.

          9.3  Rights Not Transferable. Rights and Options granted under this
Plan are not transferable by the Participant other than by will or by the laws
of descent and distribution and are exercisable only by the Participant during
his or her lifetime.

          9.4  No Repurchase of Stock by Company. The Company is under no
obligation to repurchase from any Participant any shares of Common Stock
acquired under the Plan.

          9.5  Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Georgia except to the extent such laws
are preempted by the laws of the United States.

          9.6  Shareholder Approval; Registration. The Plan was adopted by the
Board of Directors of the Company on June 28, 2000 to be effective as of the
Effective Date, provided that no payroll deductions may begin until a
registration statement on Form S-8 filed under the Securities Act of 1933, as
amended, covering the shares to be

                                      -11-

<PAGE>
 
issued under the Plan, has become effective. The Plan is subject to approval by
the shareholders of the Company within 12 months of approval by the Board of
Directors.

                                      -12-

<PAGE>
 
                          * * * * * * * * * * * * * *
          The foregoing is hereby acknowledged as being the Global Payments Inc.
2000 Employee Stock Purchase Plan as adopted by the Board of Directors of the
Company on ___________, 2000, and by the sole shareholder of the Company on
___________, 2000.

                 
                             GLOBAL PAYMENTS INC.


                             By:  _________________________________________
                             Its: _________________________________________

                                      -13-



<PAGE>
 
                                                                   EXHIBIT 10.11

                                    FORM OF

                             GLOBAL PAYMENTS INC.
                 2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

     1. Purpose. The purpose of the Global Payments Inc. 2000 Non-Employee
        -------
Director Stock Option Plan (the "Plan") is to advance the interests of Global
Payments Inc. (the "Company") by encouraging ownership of the Company's no par
value common stock of the Company, and such other securities of the Company as
may be substituted for such stock pursuant to Section 6 hereof (the "Common
Stock") by certain non-employee directors of the Company, thereby giving such
directors an increased incentive to devote their efforts to the success of the
Company.

     2. Administration. Grants of options under this Plan are automatic. This
        --------------
Plan is intended to be a "formula plan" for purposes of Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall be
interpreted accordingly. The Board of Directors of the Company has authority to
interpret the Plan and otherwise administer the plan in accordance with its
terms.

     3. Eligibility. Except as provided otherwise in this Section 3, options
        -----------
under the Plan shall be granted in accordance with Section 5 to each Non-
Employee Director (as defined below) of the Company; provided that shares
 of the
Company's Common Stock remain available for grant hereunder in accordance with
Section 4. For purposes of this Plan, a "Non-Employee Director" shall mean each
member of the Company's Board of Directors who is not an employee of the Company
or any of its affiliates. Non-Employee Director to whom an option is granted
under the Plan shall be referred to hereinafter as a "Grantee."

     4. Shares Subject to Plan. The shares subject to the Plan shall be
        ----------------------
authorized but unissued or reacquired shares of the Company's Common Stock.
Subject to adjustment in accordance with the provisions of Section 6 of the
Plan, the maximum number of shares of Common Stock for which options may be
granted under the Plan shall be 400,000 and the initial adoption of the Plan
by the Board of Directors of the Company shall constitute a reservation of
400,000 authorized but unissued, or reacquired, shares of Common Stock for
issuance only upon the exercise of options granted under the Plan. In the event
that any outstanding option granted under the Plan for any reason expires or is
terminated prior to the end of the period during which options may be granted
under the Plan, the shares of Common Stock allocable to the unexercised portion
of such option may again be subject in whole or in part to any option granted
under the Plan.

     5. Terms and Conditions of Options. Options granted pursuant to the Plan
        -------------------------------
shall be evidenced by Stock Option Agreements in such form as shall comply with
and be subject to the following terms and conditions:

<PAGE>
 
     (a) Grant. Each person who is a Non-Employee Director on the Effective Date
         -----
shall be granted on that date an option to purchase that number of shares of the
Company's Common Stock having a Fair Market Value (as defined in Section 5(b)
below) on the date of grant equal to $125,000. Each person who thereafter first
becomes a Non-Employee Director shall be granted on the date that he or she
first becomes a Non-Employee Director an option to purchase that number of
shares of the Company's Common Stock having a Fair Market Value on the date of
grant equal to $125,000, multiplied by a fraction, the numerator or which is the
number of full months before the next regularly scheduled annual shareholders
meeting of the Company, and the denominator of which is 12. In addition, as of
the day following the annual meeting of the Company's public shareholders in
2001, and on the day following each subsequent annual meeting of the Company's
shareholders, each Non-Employee Director serving as such on that date shall be
granted an option to purchase that number of shares of the Company's Common
Stock having a Fair Market Value on the date of grant equal to $125,000. Each
such day that options are to be granted under the Plan is referred to
hereinafter as a "Grant Date."

     If on any Grant Date, shares of Common Stock are not available under this
Plan to grant to Non-Employee Directors the full amount of a grant contemplated
by the immediately preceding paragraph, then each Non-Employee Director shall
receive an option (a "Reduced Grant") to purchase shares of Common Stock in an
amount equal to the number of shares of Common Stock then available under the
Plan divided by the number of Non-Employee Directors as of the applicable Grant
Date. Fractional shares shall be ignored and not granted.

     If a Reduced Grant has been made and, thereafter, during the term of this
Plan, additional shares of Common Stock become available for grant (e.g.,
because of the forfeiture or lapse of an option), then each person who was a 
Non-Employee Director both on the Grant Date on which the Reduced Grant was made
and on the date additional shares of Common Stock become available (a
"Continuing Non-Employee Director") shall receive an additional option to
purchase shares of Common Stock. The number of newly available shares shall be
divided equally among the options granted to the Continuing Non-Employee
Directors; provided, however, that the aggregate number of shares of Common
Stock subject to a Continuing Non-Employee Director's additional option plus any
prior Reduced Grant to the Continuing Non-Employee Director on the applicable
Grant Date shall not exceed that number of shares having a Fair Market Value
equal to $125,000 as of the date on which the applicable Reduced Grant was made.
If more than one Reduced Grant has been made, available options shall be granted
beginning with the earliest such Grant Date.

     (b) Exercise Price. The exercise price for each option granted under the
         --------------
Plan shall be the Fair Market Value of the shares of Common Stock subject to the
option on the date of grant of the option. For purposes of the Plan, the "Fair
Market Value" on any date, means (i) if the Common Stock is listed on a
securities exchange or is traded over the Nasdaq National Market, the closing
sales price on such exchange or over such system on such date or, in the 

<PAGE>
 
absence of reported sales on such date, the closing sales price on the
immediately preceding date on which sales were reported, or (ii) if the Common
Stock is not listed on a securities exchange or traded over the Nasdaq National
Market, the mean between the bid and offered prices as quoted by Nasdaq for such
date, provided that if it is determined that the fair market value is not
properly reflected by such Nasdaq quotations, Fair Market Value will be
determined by such other method as the Board of Directors determines in good
faith to be reasonable.

     (c) Medium and Time of Payment. The exercise price shall be payable in full
         --------------------------
upon the exercise of an option in cash and/or shares of Common Stock; provided,
however, that if shares of Common Stock are used to pay the exercise price of an
Option, such shares must have been held by the Grantee for at least six months.
In the event that all or part of the exercise price of an option is paid by the
surrender to the Company of shares of Common Stock previously held by the
Grantee, such shares shall be valued at their Fair Market Value as of the date
of exercise, and the Grantee shall deliver to the Company a certificate of
certificates representing such shares duly endorsed to the Company or
accompanied by a duly-executed separate instrument of transfer satisfactory to
the Board of Directors. To the extent permitted under Regulation T of the
Federal Reserve Board, and subject to applicable securities laws, options may be
exercised through a broker in a so-called "cashless exercise" whereby the broker
sells the option shares and delivers cash sales proceeds to the Company in
payment of the exercise price.

     (d) Term. Each option granted under the Plan shall, to the extent not
         ----
previously exercised, terminate and expire on the date ten (10) years after the
date of grant of the option, unless earlier terminated as provided hereinafter
in Section 5(g).

     (e) Exercisability. Except as set forth below, each option granted under
         --------------
this Plan shall vest (become exercisable) in accordance with the following
schedule:

         Years of Service             Percent of Option Shares
                                      ------------------------
        After Date of Grant                    Vested
        -------------------                    ------             
                                 
            Less than 2                          0%
                 2                              25%
                 3                              45%
                 4                              70%
                 5                             100%

     Notwithstanding the foregoing, each option granted under this Plan shall
vest (become exercisable) as to all of the shares covered thereby upon the
termination of the Grantee's membership on the Board of Directors of the Company
by reason of death, Disability, Retirement or failure to be re-nominated or re-
elected as a director. For purposes of this Plan, "Disability" shall mean any
illness or other physical or mental condition of a Grantee that renders him or
her incapable of performing as a director of the Company, or any 

<PAGE>
 
medically determinable illness or other physical or mental condition resulting
from a bodily injury, disease or mental disorder which, in the judgment of the
Board of Directors, is permanent and continuous in nature. The Board of
Directors may require such medical or other evidence as it deems necessary to
judge the nature and permanency of a Grantee's condition. For purposes of this
Plan, "Retirement" means retirement as a director of the Company in accordance
with the provisions of the Company's bylaws as in effect from time to time.

     (f) Method of Exercise. All options granted under the Plan shall be
         ------------------
exercised by an irrevocable written notice directed to the Secretary of the
Company at the Company's principal place of business. Such written notice shall
be accompanied by payment in full of the exercise price for the shares for which
such option is being exercised. The Company shall make delivery of certificates
representing the shares for which an option has been exercised within a
reasonable period of time; provided, however, that if any law, regulation or
agreement requires the Company to take any action with respect to the shares for
which an option has been exercised before the issuance thereof, then the date of
delivery of such shares shall be extended for the period necessary to take such
action. Certificates representing shares for which options are exercised under
the Plan may bear such restrictive legends as may be necessary or desirable in
order to comply with applicable federal and state securities laws. Nothing
contained in the Plan shall be construed to require the Company to register any
shares of Common Stock underlying options granted under this Plan.

     (g) Effect of Termination of Directorship. Upon termination of a Grantee's
         -------------------------------------
membership on the Board of Directors of the Company for any reason (including
without limitation by reason of death, Disbility, Retirement or failure to be 
re-nominated or re-elected as a director), the options held by the Grantee under
the Plan, to the extent they were exercisable on the date of termination
(including any acceleration by reason of such termination) shall remain
exercisable until the earlier of (i) the original expiration date of the Option,
or (ii) the fifth anniversary of the Grantee's termination as a director. In the
event of the death of a Grantee, the Grantee's personal representatives, heirs
or legatees (the "Grantee's Successors") may exercise the options held by the
Grantee on the date of death, upon proof satisfactory to the Company of their
authority. Such exercise otherwise shall be subject to the terms and conditions
of the Plan.

     (h) Transferability of Options. Any option granted pursuant to the Plan
         --------------------------
shall be assignable or transferable by the Grantee by will, by the laws of
descent and distribution, or pursuant to a domestic relations order that would
satisfy Section 414(p)(1)(A) of the Internal Revenue Code of 1986, as amended,
if such provision applied to an option under the Plan. In addition, any option
granted pursuant to the Plan shall be transferable by the Grantee to any of the
following permitted transferees, upon such reasonable terms and conditions as
the Board of Directors may establish: (i) any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the
Grantee's household (other than a tenant or employee), 

<PAGE>
 
(ii) a trust in which the foregoing persons (or the Grantee) have more than
fifty percent of the beneficial interests, (iii) a foundation in which these
persons (or the Grantee) control the management of assets, or (iv) any other
entity in which these persons (or the Grantee) own more than fifty percent of
the voting interests.

     (i) Rights as Shareholder. Neither the Grantee nor the Grantee's Successors
         ---------------------
or transferees shall have rights as a shareholder of the Company with respect to
shares of Common Stock covered by the Grantee's option until the Grantee or such
successors or transferees become the holder of record of such shares.

     (j) No Options after Ten Years. No options shall be granted except within a
         --------------------------
period of ten (10) years after the effective date of the Plan.

     6.  Adjustments. In the event a stock dividend is declared upon the Common
         -----------
Stock, the authorization limits under Section 4 shall be increased
proportionately, and the shares of Common Stock then subject to each option
shall be increased proportionately without any change in the aggregate purchase
price therefor. In the event the Common Stock shall be changed into or exchanged
for a different number or class of shares of stock or securities of the Company
or of another corporation, whether through reorganization, recapitalization,
reclassification, share exchange, stock split-up, combination of shares, merger
or consolidation, , the authorization limits under Section 4 shall be adjusted
proportionately, and there shall be substituted for each such share of Common
Stock then subject to each option the number and class of shares into which each
outstanding share of Common Stock shall be so exchanged, all without any change
in the aggregate purchase price for the shares then subject to each option, or
there shall be made such other equitable adjustment as the Board of Directors
shall approve.

     7.  Effective Date and Termination of Plan.
         -------------------------------------- 

     (a) Effective Date. The Plan was approved by the Board of Directors of the
         --------------
Company on _________, 2000. The Plan shall become effective upon approval of the
same by National Data Corporation, acting in its capacity as the sole
shareholder of the Company.

     (b) Termination. The Plan shall terminate on the second day following the
         -----------
2010 Annual Meeting, but the Board of Directors may terminate the Plan at any
time prior to such date. No termination of the Plan shall adversely affect the
rights of the Grantees who have outstanding Options without the consent of such
Grantees.

     8.  No Obligation to Exercise Option. The granting of an option shall
         --------------------------------
impose no obligation upon the Grantee to exercise such option.

     9.  Amendment. The Board of Directors may, at any time and from time to
         ---------
time, amend, modify or terminate the Plan without shareholder approval;
provided, however, that the Board of Directors may condition any amendment or
modification on the approval of 

<PAGE>
 
shareholders of the Company if such approval is necessary or deemed advisable
with respect to tax, securities or other applicable laws, policies or
regulations. Any amendment to the Plan shall not, without the written consent of
the Grantee, affect such Grantee's rights under any option theretofore granted
to such Grantee.

     The foregoing is hereby acknowledged as being the Global Payments Inc. 2000
Non-Employee Director Stock Option Plan as adopted by the Board of Directors of
the Company on _______, 2000, and by the sole shareholder of the Company on
_________, 2000.


                             GLOBAL PAYMENTS INC.


                             By:_____________________________________
                             Its:____________________________________



<PAGE>
 
                                                                   Exhibit 10.12

                                    FORM OF
                             GLOBAL PAYMENTS INC.
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                 (Adopted effective as of _____________, 2000)
                                        

                          ARTICLE ONE - INTRODUCTION

     National Data Corporation ("NDC") previously adopted a nonqualified
supplemental retirement plan for certain executives of NDC, known as the
National Data Corporation Supplemental Executive Retirement Plan (the "NDC
SERP"). Effective as of ______________________ (the "Corporate Spin-Off Date"),
NDC will distribute the stock of Global Payments Inc. ("GPI" or the "Company")
to the shareholders of NDC, and as a result thereof, GPI will become an
independent, publicly owned company. NDC and GPI have agreed that GPI will
create a plan that is essentially identical to the NDC SERP, and that any GPI
employee who participates in the NDC SERP immediately prior to the Corporate
Spin-Off Date shall become a participant in such new GPI plan and have any and
all benefit accrued under the NDC SERP transferred to such new GPI plan.

     Accordingly, the GPI hereby establishes the Global Payments Inc.
Supplemental Executive Retirement Plan effective as of the Corporate Spin-Off
Date (the "Plan"). This Plan is intended to be a nonqualified, unfunded deferred
compensation plan maintained primarily for the benefit of a select
 group of
management or highly compensated employees, as determined under Section
401(a)(1) of ERISA.


                          ARTICLE TWO - PARTICIPATION
                          ---------------------------

     The only persons who are eligible to participate in this Plan are those
executives of the Company or its affiliates who participated in the NDC SERP
immediately prior to the Corporate Spin-Off Date and who are employees of GPI
immediately following the Corporate Spin-Off Date.


                      ARTICLE THREE - SUPPLEMENTAL INCOME
                      -----------------------------------

3.01 Basic Retirement Formula.
     ------------------------ 

     (a)  Basic Formula before Offsets. Subject to the conditions stated in this
          -----------------------------  
          Plan, each Participant shall receive an annual Supplemental Income
          equal to

          (1)  two and four-tenths percent (2.4%) of the Participant's Final
               Average Earnings, multiplied by the Participant's Benefit
               Service, up to a maximum of fifteen (15) years of Benefit
               Service; plus

<PAGE>
 
          (2)  one and one-tenth percent (1.1%) of the Participant's Final
               Average Compensation, multiplied by the Participant's Benefit
               Service that exceeds fifteen (15) years, but not to exceed 
               thirty-five (35) years.

     (b)  Offsets for other Retirement Benefits. Notwithstanding paragraph (a)
          --------------------------------------                               
          above, the Participant's Supplemental Income under this Plan shall be
          reduced by

          (1)  fifty percent (50%) of the Participant's annual Social Security
               Benefit (as defined in Article Ten of this Plan);

          (2)  the amount of annual retirement income which is payable to or for
               the benefit of the Participant under any tax-qualified defined
               benefit type of retirement plan that is maintained by or
               contributed to at any time by the Company or any of its
               affiliates or any predecessor of the Company or its affiliates
               (including NDC), regardless of whether such plan is established
               before or after the establishment of this Plan; and

          (3)  the amount of annual retirement income which is payable to or for
               the benefit of the Participant under any non-qualified defined
               benefit type of retirement plan or agreement that is maintained
               by or contributed to at any time by the Company or any of its
               affiliates or any predecessor of the Company or its affiliates
               (including NDC), regardless of whether such plan or agreement is
               established before or after the establishment of this Plan.

     (c)  Actuarial Equivalent Conversion. If any benefit payable to the
          --------------------------------                               
          Participant under paragraph (b) immediately above is not paid at the
          same time or in the same form as the Supplemental Income under this
          Plan, then such benefit described in paragraph (b) shall be determined
          by converting, on an Actuarial Equivalent basis, such benefit to the
          form of payment under this Plan and as though such benefit commenced
          at the time Supplemental Income benefits commence hereunder.

3.02 Commencement of Supplemental Income.
     ------------------------------------

     A Participant shall be eligible to have his Supplemental Income commence
under this Plan once he has terminated active employment with the Company and
all of its affiliates, and either

     (i)  has both completed five (5) years of Benefit Service and attained age
          60; or

                                      -2-

<PAGE>
 
     (ii) has both completed ten (10) years of Benefit Service and attained age
          55, provided that in this instance the Participant's Supplemental
          Income shall be reduced by .416667% for each month by which the
          commencement of Supplemental Income precedes his 60th birthday.

3.03 Vesting of Benefits.
     ------------------- 

     (a)  General Rule. A Participant shall vest in his Supplemental Income as
          -------------                                                        
          follows:

             Vesting Service
             (under this Plan)           Vesting
          at Termination of Employment  Percentage
          ----------------------------  ----------

            Less than 5 years               0%
            5 Years or more                100%


     (b)  Disability. Notwithstanding the foregoing, a Participant who becomes
          -----------                                                          
     Disabled shall become 100% vested in his Supplemental Income hereunder as
     of the date of his Disability regardless of whether or not the Participant
     was vested in his Supplemental Income at the time of his death.

     (c)  Death. Notwithstanding the foregoing, if a married Participant dies
          ------                                                              
     prior to his termination of employment with the Company and its affiliates,
     then the Participant's Spouse shall be entitled to the death benefit
     described in Section 4.01 of this Plan regardless of whether or not the
     Participant was vested in his Supplemental Income at the time of his death.

     (d)  Termination for Cause.
          ----------------------

          (1)  Notwithstanding anything to the contrary in this Section 3.03, if
               a Participant who is entitled to a vested Supplemental Income
               terminates employment and such termination is a Termination for
               Cause, then such Participant shall forfeit all of his
               Supplemental Income under this Plan.

          (2)  For this purpose, "Termination for Cause" shall mean (i) the
               willful and continued failure of the Participant substantially to
               perform his duties, provided, however, that termination for cause
               based on the Participant's willful and continued failure
               substantially to perform his duties shall not be effective unless
               the Participant shall have received written notice from the Board
               of such failure and demand for substantial performance thirty
               (30) days prior to such termination and the Participant shall
               have failed after receipt of such notice to resume the diligent
               performance of

                                      -3-

<PAGE>
 
               his duties;(ii) action by the Participant involving willful
               misfeasance or gross negligence; or (iii) the commission of any
               felonious act.

     (e)  Violation of Noncompetition Provision.
          --------------------------------------

          (1)  Notwithstanding any other provision herein, if a Participant
               receiving or eligible to receive Supplemental Income under this
               Plan commits a material breach, as determined by the Board, of
               the non-competition clause contained in Section 3.03(c)(2) of
               this Plan at any time, then the Company shall have no further
               obligation to make Supplemental Income payments to the
               Participant or his Spouse or Beneficiary.

          (2)  Under this noncompetition provision, Participant agrees that,
               without the prior written consent of the Company, and so long as
               Participant is receiving or is eligible to receive Supplemental
               Income under this Plan, Participant shall not (i) with respect to
               activities within the Territory, directly or indirectly, be a
               proprietor, officer, manager, director, investor, partner or
               stockholder of (other than a stockholder of a corporation listed
               on a national securities exchange or whose stock is regularly
               traded in the over-the-counter market, provided that Participant
               at no time owns, directly or indirectly, in excess of one percent
               of the outstanding stock of any class or any such corporation)
               any person, firm, corporation or other entity then engaged in any
               business competitive with the businesses of the Company as of the
               date of termination of Participant's employment with the Company,
               or (ii) solicit or accept any client that was a client of the
               Company at any time within six months prior to the date of
               termination of employment for the purpose of providing products
               or services which are competitive with those of the Company. For
               purposes of this Section, the Territory shall mean the United
               States of America.

3.04 Commencement of Benefit Following Disability.
     -------------------------------------------- 

     (a)  In General. If a Participant becomes Disabled (which shall mean that
          -----------                                                          
          the Participant becomes disabled under the terms of the Company's
          group long-term disability plan which covers the Participant), then,
          notwithstanding anything to the contrary in Article Three, the
          Participant's Supplemental Income shall be determined solely under
          this Section 3.04.

     (b)  Benefit until Age 60. If the Participant becomes Disabled, then his
          --------------------
          Supplemental Income as determined under this Section 3.04 shall
          commence as soon as practicable after it is determined that the
          Participant has become Disabled. Until the Participant attains age 60,
          the

                                      -4-

<PAGE>
 
          Supplemental Income under this Section 3.04 shall be an annual income
          equal to (i) sixty percent (60%) of the Participant's base pay over
          the thirty-six consecutive calendar months preceding his Disability,
          plus (ii) sixty percent (60%) of the average of the three annual
          bonuses (and no other bonuses shall be included, whether earned over a
          period of less than a year or over a period of more than a year)
          received by the Participant prior to his Disability; minus (iii) the
          annual benefit payable to the Participant from the Company's group
          long-term disability plan that covers the Participant (but without
          offsetting such benefit under the group long-term disability plan by
          any disability benefit payable by Social Security).

     (c)  Benefit after Age 60. Once the Participant attains age 60, the
          ---------------------                                          
          Supplemental Income under Section 3.04(b) above shall cease, and the
          sole benefit shall be determined under this Plan (other than Section
          3.04(b)), but (i) determined as though the Participant continued to be
          actively employed by the Company from the date of his Disability to
          age 60 (using his Final Average Compensation determined as of his date
          of Disability); and (ii) also reducing his Supplemental Income by the
          annual benefit payable to the Participant from the Company's group
          long-term disability plan that covers the Participant (but without
          offsetting such benefit under the group long-term disability plan by
          any disability benefit payable by Social Security).

     (d)  Benefit if Payments under LTD Plan Cease. If (i) the Participant
          -----------------------------------------                        
          becomes Disabled and entitled to a Supplemental Income under this
          Section 3.04, and (ii) the Participant ceases to receive benefits
          payments under the group long-term disability plan maintained by or
          contributed to by the Company solely because (as determined by the
          Committee in its sole discretion) the condition for required payments
          under such LTD plan changes from an "own occupation" standard to an
          "any occupation" standard, then the Supplemental Income under this
          Section 3.04 shall continue, but shall not be offset by any
          hypothetical LTD payment under clause (iii) of Section 3.04(c)
          immediately preceding.

                                      -5-

<PAGE>
 
                         ARTICLE FOUR - DEATH BENEFIT
                         ----------------------------

4.01 Death of Participant Before Supplemental Income Payments Commence.
     ----------------------------------------------------------------- 

     If a Participant (i) is married at the time of his death; and (ii) dies
before Supplemental Income commences hereunder, then the Participant's Spouse
shall be entitled to receive a survivor benefit which is equal to the amount his
Spouse would have received if (a) the Participant terminated employment with the
Company on the date of his death, (b) survived to age fifty-five (55), (c) at
that time elected to receive his Supplemental Income in the form of a joint and
50% survivor annuity with his Spouse as the contingent annuitant; and (d) died
immediately thereafter; provided, however, that for this purpose, the
Participant shall be deemed to have three (3) additional years of Benefit
Service, but his actual and deemed Benefit Service shall not exceed thirty-five
(35) years. Such Supplemental Income payable to the Spouse shall commence on the
later of the date of the Participant's death or the date the Participant would
have attained age fifty-five (55). For purposes of the death benefit under this
Article Four, the five year and ten year requirements under Section 3.02 shall
not apply.

     If the Participant is not married at death, and he dies before Supplemental
Income commences hereunder, then no death benefit shall be payable under this
Plan.

4.02 Death of Participant After Supplemental Income Payments Have Commenced.
     ----------------------------------------------------------------------
     
     If a Participant dies after Supplemental Income payments have begun
hereunder, then the Participant's Beneficiary shall be entitled to only that
death benefit, if any, which is payable under the form of benefit payment which
is in effect under this Plan at the time of the Participant's death.
     

             ARTICLE FIVE - DEFAULT FORM OF PAYMENT AND OPTIONS
             --------------------------------------------------

5.01 Default Form of Payment.
     ----------------------- 

     The default form of payment under this Plan for both married and unmarried
Participants shall a monthly annuity for the life of the Participant.

5.02 Optional Forms of Supplemental Income.
     ------------------------------------- 

     A Participant may elect to have his Supplemental Income paid in a monthly
optional benefit form. In each case the optional form of benefit shall be the
Actuarial Equivalent of a single life annuity for the life of the Participant.
The Participant's election must be made at least six (6) months prior to his
Termination Date. The optional forms of Supplemental Income are as follows:

     (a)  Single Life Annuity providing for monthly payments for the life of the
          Participant;

                                      -6-

<PAGE>
 
     (b)  Ten Year Certain and Continuous Annuity providing monthly payments for
          the life of the Participant, with 120 payments guaranteed;

     (c)  Joint and Survivor Annuity providing for monthly payments for the life
          of the Participant, with a survivor annuity payable to the
          Participant's Beneficiary for the Beneficiary's life in a monthly
          amount equal to either 50% or 100% of the monthly amount which was
          payable to the Participant

     Notwithstanding the foregoing, if a Participant's marital status changes
less than six (6) months prior to the time Supplemental Income commences, the
Participant may change his form of payment, provided that such election is made
at least thirty (30) days prior to the time Supplemental Income commences.

     The most recent election made by a Participant under the NDC SERP shall
continue to this Plan unless and until the Participant makes a new, valid
election under this Plan.


                         ARTICLE SIX - FUNDING POLICY
                         ----------------------------

6.01 Funding Policy.
     ---------------

Neither the Company nor any of its affiliates shall be obligated to fund the
payment of benefits hereunder. The funds necessary to pay benefits accrued under
this Plan shall be paid from the general assets of the Company and/or a "rabbi
trust" created in conjunction with this Plan. To the extent that any
Participant, Spouse or Beneficiary acquires the right to receive payments under
this Plan, such right shall be no greater than that of an unsecured general
creditor of the Company.


                  ARTICLE SEVEN - ADMINISTRATION OF THE PLAN
                  ------------------------------------------

7.01 Plan Committee.
     -------------- 

     (a)  The Board of Directors of the Company or the designee of the Board
          shall appoint a Supplemental Executive Retirement Plan Committee (the
          "Committee"), the members of which shall serve at the pleasure of the
          Board or its designee and, except as otherwise provided in this Plan,
          shall have complete control of the administration of the Plan with all
          powers necessary to enable it to carry out properly the provisions of
          the Plan. The Chief Executive Officer of the Company shall be the
          Chairman of the Committee.

     (b)  In addition to all implied powers and responsibilities necessary to
          carry out the objectives of the Plan, the Committee shall have the
          power to construe the Plan and to determine all questions arising in
          the

                                      -7-

<PAGE>
 
          administration, interpretation and operation of the Plan and to adopt
          such rules and by-laws as it may find necessary for the proper
          administration, interpretation and operation of the Plan provided that
          all interpretations, determinations and decisions of the Committee in
          respect of any matter hereunder shall be final, conclusive and binding
          upon the Company, Participants, and all other persons claiming any
          interest under the Plan, subject only to (i) the provisions of this
          Section regarding review by the Board, and (ii) the claims procedure
          described in Section 7.02.

     (c)  If a member of the Committee is also a Participant in this Plan, and
          if an issue or action with respect to this Plan relates specifically
          and uniquely to such Participant, then such Participant shall take no
          part in the deliberations or decision concerning such issue or action.

     (d)  Each material decision or action by the Committee shall be subject to
          review by the Board. Any decision or action by the Committee that
          relates specifically and uniquely to the Chief Executive Officer of
          the Company shall be deemed to be a material decision or action.

     (e)  Wherever this Plan provides that a decision or action of the Committee
          (material or otherwise) shall be subject to the review of the Board,
          then such decision or action shall be reported to the Board at the
          Board's next regular meeting, and such decision or action may be
          confirmed, overruled or modified by the Board. If the Board takes no
          action with respect to any such decision or action, the decision or
          action shall be deemed to be approved. Until a decision or action
          subject to this paragraph has been reviewed by the Board, such
          decision or action shall have no legal effect.

7.02 Claims Procedure.
     ---------------- 

     Any Participant, Spouse, Beneficiary or authorized representative hereof,
may file a claim for benefits under the Plan by submitting to the Committee a
written statement describing the nature of the claim and requesting a
determination of its validity under the terms of the Plan. Within 30 days after
the date such claim is received by the Committee, it shall issue a ruling with
respect to the claim. If the claim is wholly or partially denied, written notice
shall be furnished to the claimant, which notice shall set forth in a manner
calculated to be understood by the claimant:

     (1)  the specific reason or reasons for denial;

     (2)  specific reference to pertinent Plan provisions on which the denial is
based;

     (3)  a description of any additional material or information necessary for
          the claimant to perfect the claim and an explanation of why such
          material or information is necessary; and

                                      -8-

<PAGE>
 
     (4)  an explanation of the claims review procedures.

     Any Participant, Spouse or Beneficiary (or his authorized representative)
whose claim for benefits has been denied, may appeal such denial by resubmitting
to the Committee a written statement requesting a further review of the decision
within 60 days of the date the claimant receives notice of such denial. Such
statement shall set forth the reasons supporting the claim, the reasons such
claim should not have been denied, and any other issues or comments which the
claimant deems appropriate with respect to the claim.

     If the claimant shall request in writing, the Committee shall make copies
of the Plan documents pertinent to his claim available for examination of the
claimant.

     Within 60 days after the request for further review is received, the
Committee shall review its determination of benefits and the reasons therefor
and notify the claimant in writing of its final decision. Such written notice
shall include specific reasons for the decision, written in a manner calculated
to be understood by the claimant, with specific references to the pertinent Plan
provisions on which the decision is based. The Committee's decision of the
appeal may be reviewed by the Board, which shall have the right to overrule the
Committee.


                         ARTICLE EIGHT - MISCELLANEOUS
                         -----------------------------

8.01 Right to Amend and Terminate.
     ---------------------------- 

     The Board reserves the right to modify, alter, amend, or terminate the
Plan, at any time and from time to time, without notice, to any extent deemed
advisable; provided, however, that no such amendment or termination shall
(without the written consent of the Participant, if living, and if not, of any
person who is entitled to receive death benefits hereunder with respect to the
Participant's interest herein) adversely affect any retirement benefit,
disability benefit, or survivor benefit under the Plan which has accrued with
respect to the Participant or his Spouse or Beneficiary as of the date of such
amendment or termination (regardless of whether or not such benefit is vested
under Section 3.03 and regardless of whether or not such benefit is in pay
status).

8.02 Nonassignment of Benefits.
     ------------------------- 

     No Supplemental Income payable under the Plan shall be subject in any
manner to anticipation, assignment, garnishment or pledge and any attempt to
anticipate, assign, garnish or pledge the same shall be void and no such
benefits shall be in any manner liable for or subject to the debts, liabilities,
engagements or torts of any Participant, Spouse or Beneficiary.

                                      -9-

<PAGE>
 
8.03 Merger Of Employer.
     ------------------ 

     If the Company and substantially all of its affiliates are acquired by,
merged into, or sell substantially all of their assets to any other
organization, the Plan shall not be automatically terminated, but instead shall
be continued thereafter by such successor organization. All rights to amend,
modify, suspend or terminate the Plan shall be transferred to the successor
organization, effective as of the date of combination or sale.

8.04 Release for Payment.
     ------------------- 

     Any payment to a Participant, Spouse or Beneficiary or to their legal
representatives, in accordance with the provisions of this Plan, may be delayed
by the Committee until such Participant, Spouse or Beneficiary or legal
representative executes a receipt and release therefore in such form as shall be
determined by the Committee. However, any payment which is due to a Participant,
Spouse, Beneficiary or legal representative shall be deemed received by such
person for state and federal income tax purposes when due regardless of whether
such person executes such receipt and release.

8.05 No Right to Continued Employment
     --------------------------------

     Nothing in this Plan shall be deemed to give any Participant the right to
be retained in the service of the Company or to deny the Company any right it
may have to discharge him at any time.

8.06 Construction
     ------------

     To the extent not preempted by federal law, the Plan shall be governed by
and construed in accordance with the laws of the State of Georgia.

8.07 Severability.
     ------------ 

     The invalidity and unenforceability of any particular provision of this
Plan shall not affect any other provision hereof, and the Plan shall be
construed in all respects as if such invalid or unenforceable provision were
omitted or modified so as to cure such defect.


                       ARTICLE NINE - CHANGE IN CONTROL
                       --------------------------------

9.01 Definition of a Change in Control.
     --------------------------------- 

     A "Change in Control" of the Company shall be defined as a change in
control of a nature that would be required to be reported in response to current
Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended and in effect on the Effective Date of this
Plan (the "1934 Act"); provided that,

                                      -10-

<PAGE>
 
without limitation, such a change in control shall be deemed to have occurred
if: (i) a third person, including a "group" as defined in Section 13(d) (3) of
the 1934 Act, becomes the beneficial owner, as defined by Rule 13d-3 under the
1934 Act as in effect on the Effective Date of this Plan, of securities of any
class or classes of the Company representing 30% or more of the voting power of
the Company's then outstanding securities; or (ii) the Company is a party to a
merger or other business combination pursuant to which the Company does not
survive or survives only as a subsidiary of another corporation; or (iii) all or
substantially all of the assets of the Company are sold or otherwise disposed
of; or (iv) at any time less than a majority of the members of the Board shall
be persons who were either nominated for election by the Board or were elected
by the Board; or (v) any combination of the foregoing occurs.

     The spin-off of GPI by NDC is not considered to be a Change in Control of
the Company.

9.02 Certain Changes to Plan Upon a Change in Control.
     ------------------------------------------------ 

     If there is a Change in Control with respect to the Company (as defined in
Section 9.01), then:

     (a)  the Participant shall become 100% vested immediately in his
          Supplemental Income, regardless of his years of Vesting Service;

     (b)  the Participant shall be credited immediately with three (3)
          additional years of Benefit Service, provided that his maximum actual
          and deemed Benefit Service shall not exceed thirty-five (35) years;
          and

     (c)  in the sole discretion of the Compensation Committee of the Board, the
          Participant's Supplemental Income may be paid to the Participant
          immediately in a single lump sum, regardless of the default form of
          the Participant's Supplemental Income hereunder, and regardless of any
          election of optional form of benefits hereunder; and in such event
          there shall be waived (i) the requirements of attaining age fifty-five
          (55) and the five and ten year requirements under Section 3.02. In
          such event, payment of such lump sum shall be made when determined by
          the Compensation Committee. The Compensation Committee may also
          provide that its determination under this Section 9.02(c) is
          irrevocable and cannot be changed by the Compensation Committee,
          Board, or Company thereafter.

                           ARTICLE TEN - DEFINITIONS
                           -------------------------

     Annual Earnings shall mean a Participant's Annual Earnings using the same
     ---------------                                                     
rules and methodology for determining Annual Earnings under the Global Payments
Inc. Employees' Retirement Plan, as amended from time to time, but (i) including
for this purpose any deferred compensation in the year of receipt rather than
the year of deferral;

                                      -11-

<PAGE>
 
and (ii) disregarding the limitations on compensation set forth in Code Section
401(a)(17).

          Beneficiary shall mean any person who is entitled to receive benefits
          -----------                                                          
from this Plan upon the death of a Participant as designated by the Participant
in a manner that is satisfactory to the Committee. If a Participant fails to
name a Beneficiary, or if all of the primary and alternate Beneficiaries named
by the Participant predecease the Participant, then the Beneficiary shall be the
Participant's Spouse, and if the Participant does not have a Spouse, then the
Beneficiary shall be the Participant's estate. The most recent beneficiary
election made by a Participant under the NDC SERP shall continue to this Plan
unless and until the Participant makes a new, valid election under this Plan

          Benefit Service shall be determined using the same rules and
          ----------------                                             
methodology for determining Benefit Service under the Global Payments Inc.
Employees' Retirement Plan, as amended from time to time, provided, however,
that the Board in its sole discretion may credit a Participant with additional,
deemed Benefit Service.

          Actuarial Equivalent shall have the meaning assigned to the term
          --------------------                                            
"Actuarial Equivalent" in the Global Payments Inc. Employees' Retirement Plan,
as amended from time to time.

          Code shall mean the Internal Revenue Code of 1986, as amended from
          ----                                                              
time to time.

          Committee shall mean the Global Payments Inc. Supplemental Executive
          ---------                                                           
Retirement Plan Committee as it may be constituted from time to time.

          Disabled or Disability shall mean the Participant has qualified to
          ----------------------                                            
receive benefits under the Company's group long-term disability plan which
covers the Participant.

          Effective Date shall mean the Corporate Spin-Off Date.
          --------------                                        

          Company shall mean Global Payments Inc. or any subsidiary of GPI which
          -------                                                               
employs any Participant in this Plan.

          Final Average Earnings shall mean the average of the three (3)
          ----------------------                                        
consecutive calendar years (or the Participant's period of employment with the
Company, its affiliates, and NDC and its affiliates, if shorter) in which the
Participant had his highest Annual Earnings during the ten (10) calendar years
immediately preceding the Participant's Termination Date. A calendar year may be
taken into account under this Section even though the Participant was not
employed for the entire calendar year.

          GPI shall mean Global Payments Inc., and its corporate successors.
          ---                                                               

                                      -12-

<PAGE>
 
          Global Payments Inc. Employees' Retirement Plan shall mean the Global
          -----------------------------------------------                      
Payments Inc. Employees' Retirement Plan, a tax-qualified defined benefit
pension plan, as it may be amended from time to time.

          NDC shall mean National Data Corporation, and its corporate
          ---                                                        
successors.

          NDC SERP shall mean the National Data Corporation Supplemental
          --------                                                      
Executive Retirement Plan, adopted effective January 1, 1997.

          Participant shall mean any employee of the Company or any of its
          -----------                                                     
affiliates, including any limited liability company, who is designated as a
Participant under Article Two.

          Plan shall mean the Global Payments Inc. Supplemental Executive
Retirement Plan as set forth in its entirety in this document.

          Plan Year shall mean the calendar year.
          ---------                              

          Social Security Benefit shall mean the annual primary insurance amount
          -----------------------                                               
which will become payable to the Participant at (i) the earliest date the
Participant could begin to receive old age benefits (whether or not reduced)
under the Social Security Act, if the Participant commences receipt of benefits
under this Plan prior to such date, assuming no future adjustments in benefits
or the contribution and benefit base and further assuming that the Participant's
compensation at the date of determination remains in effect thereafter; or (ii)
the date the Participant actually commences receipt of benefits under this Plan,
if the Participant commences receipt of benefits under this Plan after the
earliest date he could begin to receive Social Security old age benefits
(whether or not reduced), based on the Social Security Act in effect at the time
of determination,,
 
          Spouse shall mean the person who was married to the Participant (in a
          ------                                                               
civil or religious ceremony recognized under the laws of the state where the
marriage was contracted) on the date of the Participant's death.

          Supplemental Income shall mean any amount payable to or on behalf of a
          -------------------                                                   
Participant or his Spouse or Beneficiary under this Plan.

          Termination Date shall mean the date on which the Participant
          ----------------                                             
terminates active employment with the Company and all of its affiliates by
reason of retirement, Disability, death, or other voluntary or involuntary
termination.
 
          Vesting Service shall have determined using the same rules and
          ---------------                                               
methodology for determining Vesting Service under the Global Payments Inc.
Employees' Retirement Plan, as amended from time to time, provided, however,
that the Board in its sole discretion may credit a Participant with additional,
deemed Vesting Service.

                                      -13-

<PAGE>
 
          Defined terms in general. A defined term, such as "Disability", will
          ------------------------                                             
normally govern the definitions of derivatives therefrom, such as "Disabled,"
even though such derivatives are not specifically defined and even if they are
or are not initially capitalized. The masculine gender, where appearing in the
Plan, shall be deemed to include the feminine gender, unless the context clearly
indicates to the contrary. Singular and plural nouns and pronouns shall be
interchangeable as the factual context may allow or require. The words "hereof,"
"herein," "hereunder" and other similar compounds of the word "here" shall mean
and refer to the entire Plan and not to any particular provisions or Section.
References to "Participants," "former Participants," "Beneficiaries" and
"Spouses" shall include also those who may make claims through or on behalf of
such persons.

          IN WITNESS WHEREOF, the Company has caused this Plan to be signed by
its duly authorized officers on the date shown below, but effective as of
_______________ 2000.

                                  GLOBAL PAYMENTS INC.
                                  
                                  By:_______________________
                                  
                                  Title:____________________
                                  
                                  Date:_____________________

Attest:

_____________________________ 

Title:_______________________

Date:________________________

                                      -14-



<PAGE>
 
                                                                   Exhibit 10.13

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


                             EMPLOYMENT AGREEMENT

                                    BETWEEN

                                PAUL R. GARCIA

                                      AND

                           NATIONAL DATA CORPORATION


                              Dated July 12, 2000


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

<PAGE>
 
                             EMPLOYMENT AGREEMENT

                                   CONTENTS


<TABLE> 
<S>                                                                                     <C>  
1.  Effective Date...................................................................   1
    --------------                                
                                                  
2.  Employment.......................................................................   1
    ----------                                    
                                                  
3.  Employment Period................................................................   1
    -----------------                             
                                                  
4.  Extent of Service................................................................   2
    -----------------                             
                                                  
5.  Compensation and Benefits........................................................   2
    -------------------------                     
                                                  
         (a)      Base Salary........................................................   2
                                                  
         (b)      Incentive and Savings Plans........................................   2
                                                  
         (c)      Welfare Benefit Plans..............................................   3
                                                  
         (d)      Expenses...........................................................   3
                                                  
         (e)      Fringe Benefits....................................................   3
                                                  
6.  Change in Control................................................................   4
    -----------------                             
                                                  
7.  Termination of Employment........................................................   5
    -------------------------                     
                                                  
         (a)      Death, Retirement or Disability....................................   5
                                                  
         (b)      Termination by the Company.........................................   5
                                                  
         (c)      Termination by Executive...........................................   7
                                                  
         (d)      Notice of Termination..............................................   8
                                                  
         (e)      Date of Termination................................................   8
                                                  
8.  Obligations of the Company upon Termination......................................   8
    -------------------------------------------

         (a)      Prior to a Change in Control: Termination by Executive for Good 
                  Reason; Termination by the Company Other Than for Poor Performance, 
                  Cause or Disability................................................   8

         (b)      Prior to Change in Control: Termination by the Company for Poor 
                  Performance........................................................  10

         (c)      After or in Connection with a Change in Control: Termination by 
                  Executive for Good Reason; Termination by the Company Other Than 
                  for Cause or Disability............................................  11

         (d)      Death, Disability or Retirement....................................  13
</TABLE>
 

<PAGE>
 

<TABLE>                                           
<S>                                                                                     <C>  
         (e)      Cause or Voluntary Termination without Good Reason.................   13
                                                  
         (f)      Allocation of Certain Payments.....................................   13
                                                  
 9.  Non-exclusivity of Rights.......................................................   13
     -------------------------                    
                                                  
10.  Certain Additional Payments
 by the Company......................................   13
     ------------------------------------------   
                                         
11.  Costs of Enforcement............................................................   16
     --------------------                
                                         
12.  Representations and Warranties..................................................   16
     ------------------------------      
                                         
13.  Restrictions on Conduct of Executive............................................   16
     ------------------------------------
                                
         (a)      General............................................................   16
                                
         (b)      Definitions........................................................   17
                                
         (c)      Restrictive Covenants..............................................   19
                                
         (d)      Enforcement of Restrictive Covenants...............................   20
                                
14.  Arbitration.....................................................................   21
     -----------                
                                
15.  Letter of Credit................................................................   21
     ----------------           
                                
16.  Assignment and Successors.......................................................   22
     -------------------------  
                   
17.  Miscellaneous...................................................................   22
     ------------- 
         
         (a)      Waiver.............................................................   22
         
         (b)      Severability.......................................................   23
         
         (c)      Other Agents.......................................................   23
         
         (d)      Entire Agreement...................................................   23
         
         (e)      Governing Law......................................................   23
         
         (f)      Notices............................................................   23
         
         (g)      Amendments and Modifications.......................................   24
         
         (h)      Full Settlement; No Obligation to Mitigate.........................   24
</TABLE>
 

                                     -ii-

<PAGE>
 
                             EMPLOYMENT AGREEMENT
                                        
          THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
this 12th day of July, 2000 by and between National Data Corporation, a Delaware
corporation (the "Company"), and Paul R. Garcia ("Executive"), to be effective
as of the Effective Date, as defined in Section 1.

                                  BACKGROUND
                                  ----------

          Executive currently serves as the Chief Executive Officer of NDC
eCommerce, a line of business of the Company.  Executive and the Company desire
to memorialize the terms of such employment in this Agreement.  In addition, the
Board of Directors of the Company (the "Board"), has determined that it is in
the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication of the Executive, notwithstanding the
possibility, threat or occurrence of a Change in Control (as defined below) of
the Company.  As it is desired and anticipated that Executive will continue to
be employed and provide services for the Company's eCommerce line of business
for at least 24 months following a Change in Control, one purpose of this
Agreement is to provide Executive with compensation and benefits arrangements
which ensure that the compensation and benefits expectations of Executive will
be satisfied and which are competitive with those of other corporations.
Therefore, in order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.

          NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

          1.   Effective Date.  The effective date of this Agreement (the
               --------------      
"Effective Date") is December 1, 1999.

          2.   Employment.  Executive is hereby employed as the Chief Executive
               ----------                                                      
Officer of NDC eCommerce, a line of business of the Company, reporting directly
to the Chairman of the Board and Chief Executive Officer of the Company.  In his
capacity as Chief Executive Officer of NDC eCommerce, Executive shall have the
responsibilities outlined on Exhibit A to this Agreement and such other
responsibilities commensurate with such position as shall be assigned to him by
the Chief Executive Officer of the Company, in accordance with the policies and
objectives established by the Board.

          3.   Employment Period.  Executive's employment hereunder shall begin
               -----------------                                               
on the Effective Date and continue until terminated in accordance with Section 7
hereof (the "Employment Period").

          4.   Extent of Service.  During the Employment Period, Executive shall
               -----------------                                                
render his services to the Company (or to a successor to the Company's eCommerce
line of business 

<PAGE>
 
following a Change in Control) in conformity with professional standards, in a
prudent and workmanlike manner and in a manner consistent with the obligations
imposed on officers of corporations under applicable law. Executive shall
promote the interests of the Company and its subsidiaries in carrying out
Executive's duties and shall not deliberately take any action which could, or
fail to take any action which failure could, reasonably be expected to have a
material adverse effect upon the business of the Company or any of its
subsidiaries or any of their respective affiliates. Executive agrees to devote
his business time, attention, skill and efforts exclusively to the faithful
performance of his duties hereunder (both before and after a Change in Control);
provided, however, that it shall not be a violation of this Agreement for
Executive to (i) devote reasonable periods of time to charitable and community
activities and, with the approval of the Company, industry or professional
activities, and/or (ii) manage personal business interests and investments, so
long as such activities do not materially interfere with the performance of
Executive's responsibilities under this Agreement. Without limiting the
foregoing, it is expressly understood and agreed that to the extent that any
such activities have been conducted by Executive prior to the date of this
Agreement (as to which activities Executive shall have given written notice to
the Company prior to the execution date), the continued conduct of such
activities subsequent to the Effective Date shall not thereafter be deemed to
interfere with the performance of Executive's responsibilities hereunder.

     5.   Compensation and Benefits.
          ------------------------- 

          (a)  Base Salary.  During the Employment Period, the Company will pay
               -----------
to Executive a base salary in the amount of U.S. $400,000 per year ("Base
Salary"), less normal withholdings, payable in equal bi-weekly or other
installments as are customary under the Company's payroll practices from time to
time. The Compensation Committee of the Board shall review Executive's Base
Salary periodically and in its sole discretion, subject to approval of the
Board, may increase Executive's Base Salary from time to time. The periodic
review of Executive's salary by the Board will consider, among other things,
Executive's own performance and the Company's performance.

          (b)  Incentive and Savings Plans.  During the Employment Period,
               ---------------------------                                  
Executive shall be entitled to participate in incentive and savings plans,
practices, policies and programs applicable generally to employees of the
Company.  Certain executive programs will be made available on a selective basis
at the discretion of the Chief Executive Officer or the Compensation Committee
of the Board.  Without limiting the foregoing, the following shall apply:

               (i)  Annual Bonus.  Executive will have an annual bonus 
                    ------------ 
opportunity of not less than $350,000 for each fiscal year of the Company,
beginning with the fiscal year ended May 31, 2000, based on 100% achievement of
agreed-upon financial objectives ("Bonus Opportunity"). The Company may
determine in any year that up to $100,000 of the Bonus Opportunity for that year
will be deferred and will be paid upon meeting sustained minimum growth goals,
which shall be 15% in earnings before income taxes ("EBIT") in the Company's
fiscal year ending May 31, 2001 for the first year bonus 

                                      -2-

<PAGE>
 
deferral and 15% in both revenue and EBIT in the next fiscal year following the
year of deferral for each subsequent bonus deferral. Subject to the foregoing,
the annual Bonus Opportunity and specific performance objectives will be set
forth in Executive's individual performance and incentive plan for each year.
Executive may elect to receive up to 50% of each bonus payment in the form a of
a Company restricted stock grant. Executive's election must be made within 60
days of the start of the year in which the bonus would otherwise be paid, and
the amount of restricted stock will equal 135% of the amount deferred. Any such
restricted stock will vest 100% three years after the date the deferred portion
of the bonus would otherwise be paid in cash; provided that Executive is still
employed on such third anniversary by the Company or the successor to its
eCommerce line of business.

               (ii) Incentive Awards.  Prior to the Effective Date, the Company 
                    ---------------- 
made a grant of restricted stock and stock options to Executive as a long-term
incentive for performance and in consideration for entering into this Agreement.
Further grants of incentive awards may be made to Executive in future years.

          (c)  Welfare Benefit Plans.  During the Employment Period, Executive
               ---------------------                                            
and Executive's family shall be eligible for participation in, and shall receive
all benefits under, the welfare benefit plans, practices, policies and programs
provided by the Company (including, without limitation, medical, prescription,
dental, vision, disability, employee life, group life, accidental death and
travel accident insurance plans and programs) ("Welfare Plans").

          (d)  Expenses.  During the Employment Period, Executive shall be
               --------                                                     
entitled to receive prompt reimbursement for all reasonable expenses incurred by
Executive in accordance with the policies, practices and procedures of the
Company.

          (e)  Fringe Benefits.  During the Employment Period, Executive shall
               ---------------                                                  
be entitled to fringe benefits in accordance with the plans, practices, programs
and policies of the Company.  Such benefits shall include, without limitation,
vacation earned at the rate of 20 days per year from Executive's date of hire on
June 2, 1999, and eight holidays per year.

          (f)  Relocation Expenses.  Executive shall be entitled to receive
prompt reimbursement for all reasonable relocation and interim commuting
expenses incurred by Executive in connection with relocating his family from
Coral Springs, Florida, to Atlanta, Georgia, and his travel between Coral
Springs and Atlanta pending relocation of his family.  The expenses to be
reimbursed shall include, without limitation, all reasonable expenses for
packing, moving and unpacking household goods and automobiles; transporting
Executive, his family and their pets to Atlanta (including periodic trips
between Coral Springs and Atlanta for Executive's family members to locate
housing and complete school interviews in Atlanta, as well as weekly trips
between Atlanta and Coral Springs for Executive pending his family's
relocation); legal services, appraisals, closing costs and similar matters
associated with Executive's search for and 

                                      -3-

<PAGE>
 
purchase of a home in Atlanta; and legal services, an appraisal, a realtor's
commission up to 6% of the sale price, closing costs and similar matters
associated with the sale of Executive's home in Boca Raton, Florida. Executive
may attempt to sell his Boca Raton home to a third party, but if such sale does
not occur at such time and on such terms as Executive deems appropriate or if
Executive decides to terminate or not commence such efforts, then at Executive's
election, the Company shall purchase Executive's home in Boca Raton at a price
equal to the greater of its fair market value or Executive's basis in such home.

     6.   Change in Control.  For the purposes of this Agreement, a "Change in
          -----------------  
Control" shall mean:

          (a)  The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of
the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for purposes
of this subsection (a), the following acquisitions shall not constitute a Change
in Control: (i) any acquisition by a Person who is on the Effective Date the
beneficial owner of 35% or more of the Outstanding Company Voting Securities,
(ii) any acquisition directly from the Company, (iii) any acquisition by the
Company which reduces the number of Outstanding Company Voting Securities and
thereby results in any person having beneficial ownership of more than 35% of
the Outstanding Company Voting Securities, (iv) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, or (v) any acquisition by any corporation
pursuant to a transaction which complies with clauses (i) and (ii) of subsection
(b) of this Section 6; or

          (b)  Consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of the Company (a
"Business Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be, and (ii) no
Person (excluding the Company or any employee benefit plan (or related trust) of
the Company or such corporation resulting

                                      -4-

<PAGE>
 
from such Business Combination) beneficially owns, directly or indirectly, 35%
or more of the combined voting power of the then outstanding voting securities
of such corporation except to the extent that such ownership existed prior to
the Business Combination; provided, however, that

          (c)  Notwithstanding anything in this definition to the contrary, a
restructuring and/or separation of any line of business or business unit from
the Company will not of itself constitute a Change in Control.

     7.   Termination of Employment.
          ------------------------- 

          (a)  Death, Retirement or Disability.  Executive's employment and
               -------------------------------    
the Employment Period shall terminate automatically upon Executive's death or
Retirement.  For purposes of this Agreement, "Retirement" shall mean normal
retirement as defined in the Company's then-current retirement plan, or there is
no such retirement plan, "Retirement" shall mean voluntary termination after age
65 with ten years of service.  If the Company determines in good faith that the
Disability of Executive has occurred (pursuant to the definition of Disability
set forth below), it may give to Executive written notice of its intention to
terminate Executive's employment.  In such event, Executive's employment with
the Company shall terminate effective on the 30th day after receipt of such
written notice by Executive (the "Disability Effective Date"), provided that,
within the 30 days after such receipt, Executive shall not have returned to
full-time performance of Executive's duties.  For purposes of this Agreement,
"Disability" shall mean a mental or physical disability as determined by the
Board in accordance with standards and procedures similar to those under the
Company's employee long-term disability plan, if any.  At any time that the
Company does not maintain such a long-term disability plan, Disability shall
mean the inability of Executive, as determined by the Board, to substantially
perform the essential functions of his regular duties and responsibilities due
to a medically determinable physical or mental illness which has lasted (or can
reasonably be expected to last) for a period of six consecutive months.

          (b)  Termination by the Company.  The Company may terminate 
               --------------------------                              
Executive's employment for Poor Performance or with or without Cause. For
purposes of this Agreement:

          "Poor Performance" shall mean the consistent failure of Executive to
meet reasonable performance expectations (other than any such failure resulting
from incapacity due to physical or mental illness); provided, however, that
termination for Poor Performance shall not be effective unless at least 30 days
prior to such termination Executive shall have received written notice from the
Chief Executive Officer or the Board which specifically identifies the manner in
which the Board or the Chief Executive Officer believes that Executive has
consistently failed to meet reasonable performance expectations and Executive
shall have failed after receipt of such notice to resume the diligent
performance of his duties to the reasonable satisfaction of the Chief Executive
Officer or the Board; and

                                      -5-

<PAGE>
 
               "Cause" shall mean:

               (i)   the willful and continued failure of Executive to perform
substantially Executive's duties with the Company (other than any such failure
resulting from incapacity due to physical or mental illness, and specifically
excluding any failure by Executive, after reasonable efforts, to meet
performance expectations), after a written demand for substantial performance is
delivered to Executive by the President, Chief Executive Officer or the Board of
Directors of the Company which specifically identifies the manner in which such
Board or officer believes that Executive has willfully and continually failed to
substantially perform Executive's duties, or

               (ii)  any act of fraud, misappropriation, embezzlement or similar
dishonest or wrongful act by Executive, or

               (iii) Executive's habitual abuse of alcohol or any substance
which materially interferes and repeatedly with Executive's ability to perform
services on behalf of the Company, or

               (iv)  Executive's conviction for, or plea of guilty or nolo
contendere to, a felony.

          (c)  Termination by Executive.  Executive's employment may be
               ------------------------                                  
terminated by Executive for Good Reason or no reason.  For purposes of this
Agreement, "Good Reason" shall mean:

               (i)   without the written consent of Executive, the assignment to
Executive of any duties materially inconsistent with Executive's position as
Chief Executive Officer of the Company's eCommerce line of business or of any
successor to substantially all of such line of business), reporting directly to
the Company's Chairman of the Board and Chief Executive Officer (including
offices, titles and reporting requirements), authority, duties or
responsibilities as in effect on the Effective Date, or any other action by the
Company which results in a material diminution in such position, authority,
duties or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by
Executive;

               (ii)  a reduction by the Company in Executive's Base Salary and
benefits as in effect on the Effective Date or as the same may be increased from
time to time;

(iii)  the Company's requiring Executive, without his consent, to be based at
any office or location other than in the greater metropolitan area of Atlanta,
Georgia; or

               (iv)  any failure by the Company to comply with and satisfy
Section 16(c) of this Agreement.

                                      -6-

<PAGE>
 
          (d)  Notice of Termination.  Any termination by the Company for Poor
               ---------------------                                            
Performance or Cause, or by Executive for Good Reason, shall be communicated by
Notice of Termination to the other party hereto given in accordance with Section
17(f) of this Agreement.  For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Executive's employment under the provision so indicated
and (iii) if the Date of Termination (as defined below) is other than the date
of receipt of such notice, specifies the termination date (which date shall be
not more than 30 days after the giving of such notice).  The failure by
Executive or the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason, Poor Performance or
Cause shall not waive any right of Executive or the Company, respectively,
hereunder or preclude Executive or the Company, respectively, from asserting
such fact or circumstance in enforcing Executive's or the Company's rights
hereunder, provided that no later than the time such fact or circumstance is
asserted, Executive or the Company, respectively, provides the other with
written notice setting forth in reasonable detail the facts and circumstances
and the applicable provisions of this Agreement supporting any such assertion of
rights by Executive or the Company, respectively.

          (e)  Date of Termination.  "Date of Termination" means (i) if
               -------------------                                       
Executive's employment is terminated other than by reason of death, Disability
or Retirement, the date of receipt of the Notice of Termination, or any later
date specified therein (which shall not be more than 60 days after the date of
delivery of the Notice of Termination), or (ii) if Executive's employment is
terminated by reason of death, Disability or Retirement, the Date of Termination
will be the date of death or Retirement, or the Disability Effective Date, as
the case may be.

     8.   Obligations of the Company upon Termination.
          ------------------------------------------- 

          (a)  Prior to a Change in Control: Termination by Executive for Good
               ---------------------------------------------------------------
Reason; Termination by the Company Other Than for Poor Performance, Cause or
----------------------------------------------------------------------------
Disability.  If, prior to a Change in Control, the Company shall terminate
----------                                                                  
Executive's employment other than for Poor Performance, Cause or Disability, or
Executive shall terminate employment for Good Reason within a period of 90 days
after the occurrence of the event giving rise to Good Reason, then (and with
respect to the payments and benefits described in clauses (ii) through (vii)
below, only if Executive executes a Release in substantially the form of Exhibit
B hereto (the "Release")):

               (i)   the Company shall pay to Executive in a lump sum in cash
within 30 days after the Date of Termination the sum of (A) Executive's Base
Salary through the Date of Termination to the extent not theretofore paid, and
(B) any accrued vacation pay to the extent not theretofore paid (the sum of the
amounts described in clauses (A) and (B) shall be hereinafter referred to as the
"Accrued Obligations"); and

                                      -7-

<PAGE>
 
               (ii)  for the longer of six months or until Executive becomes
employed with a subsequent employer, but in no event to exceed 18 months from
the Date of Termination (the "Normal Severance Period"), the Company will
continue to pay Executive an amount equal to his monthly Base Salary, payable in
equal monthly or more frequent installments as are customary under the Company's
payroll practices from time to time; provided, however that the Company's
obligation to make or continue such payments shall cease if Executive violates
any of the Restrictive Covenants (as defined in Section 13(a) of this Agreement)
and fails to remedy such violation to the reasonable satisfaction of the Board
within 10 days of written notice describing such violation with reasonable
specificity; and

               (iii) during the Normal Severance Period, the Company shall
continue benefits to Executive and/or Executive's family at least equal to those
which would have been provided to them in accordance with the Welfare Plans
described in Section 5(c) of this Agreement if Executive's employment had not
been terminated; provided, however that the Company's obligation to provide such
benefits shall cease if Executive violates any of the Restrictive Covenants (as
defined in Section 13(a) of this Agreement) and fails to remedy such violation
to the reasonable satisfaction of the Board within 10 days of written notice
describing such violation with reasonable specificity; and

               (iv)  not later than 30 days after the Date of Termination,
Executive will be paid a bonus for the year in which the Date of Termination
occurs in an amount equal to the greater of (1) 50% of his potential Bonus
Opportunity (as defined in Section 5(b)(i))) for such year, assuming for
purposes of this clause (1) full satisfaction of all performance objectives, or
(2) 100% of his Bonus Opportunity (prorated through the Date of Termination)
adjusted up or down for purposes of this clause (2) by reference to his year-to-
date performance at the Date of Termination in relation to the prior established
performance objectives under Executive's bonus plan for such year; provided,
however that the bonus payment described in this Section 8(a)(iv) shall be
reduced by the amount (if any) of the Bonus Opportunity that Executive had
previously elected to receive in the form of restricted stock of the Company;
and

               (v)   all grants of restricted stock of the Company ("Restricted
Stock") held by Executive as of the Date of Termination will become immediately
vested as of the Date of Termination; and

               (vi)  all of Executive's options to acquire Common Stock of the
Company ("Options") that would have become exercisable (by lapse of time) within
the 24-month period following the Date of Termination had Executive remained
employed during such period will become immediately vested and exercisable as of
the Date of Termination; and

               (vii) notwithstanding the provisions of the applicable Option
agreement, all of Executive's vested but unexercised Options as of the Date of

                                      -8-

<PAGE>
 
Termination (including those with accelerated vesting pursuant to Section 
8(a)(vi) above) shall remain exercisable through the earlier of (A) the original
expiration date of the Option, or (B) the 90th day following the end of the
Normal Severance Period; and

               (viii)  to the extent not theretofore paid or provided, the
Company shall timely pay or provide to Executive any other amounts or benefits
required to be paid or provided or which Executive is eligible to receive under
any plan, program, policy or practice or contract or agreement of the Company
(such other amounts and benefits shall be hereinafter referred to as the "Other
Benefits").

          (b)  Prior to a Change in Control: Termination by the Company for Poor
               -----------------------------------------------------------------
Performance.  If, prior to the occurrence of a Change in Control, the Company
-----------                                                                    
shall terminate Executive's employment for Poor Performance, then (and with
respect to the payments and benefits described in clauses (ii) through (vii)
below, only if Executive executes the Release):

               (i)     the Company shall pay to Executive the Accrued
Obligations in a lump sum in cash within 30 days after the Date of Termination;
and

               (ii)    for the shorter of 12 months after the Date of
Termination or until Executive becomes employed with a subsequent employer (the
"Poor Performance Severance Period"), the Company will continue to pay Executive
an amount equal to his monthly Base Salary, payable in equal monthly or more
frequent installments as are customary under the Company's payroll practices
from time to time; provided, however that the Company's obligation to make or
continue such payments shall cease if Executive violates any of the Restrictive
Covenants (as defined in Section 13(a) of this Agreement) and fails to remedy
such violation to the reasonable satisfaction of the Board within 10 days of
written notice describing such violation with reasonable specificity; and

               (iii)   during the Poor Performance Severance Period, the Company
shall continue benefits to Executive and/or Executive's family at least equal to
those which would have been provided to them in accordance with the Welfare
Plans described in Section 5(c) of this Agreement if Executive's employment had
not been terminated; provided, however that the Company's obligation to provide
such benefits shall cease if Executive violates any of the Restrictive Covenants
(as defined in Section 13(a) of this Agreement) and fails to remedy such
violation to the reasonable satisfaction of the Board within 10 days of written
notice describing such violation with reasonable specificity; and

               (iv)    not later than 30 days after the Date of Termination,
Executive will be paid a bonus for the year in which the Date of Termination
occurs in an amount equal to 100% of his Bonus Opportunity (prorated through the
Date of Termination) adjusted up or down by reference to his year-to-date
performance at the Date of Termination in relation to the prior established
performance objectives under Executive's bonus plan for such year; provided,
however that the bonus payment described in this Section 8(b)(iv) shall be
reduced by the amount (if any) of the Bonus Opportunity that 

                                      -9-

<PAGE>
 
Executive had previously elected to receive in the form of restricted stock of
the Company; and

               (v)    all grants of Restricted Stock held by Executive as of the
Date of Termination that would have become vested (by lapse of time) within the
24-month period following the Date of Termination had Executive remained
employed during such period will become immediately vested as of the Date of
Termination; and

               (vi)   all of Executive's Options that would have become
exercisable (by lapse of time) within the 24-month period following the Date of
Termination had Executive remained employed during such period will become
immediately vested and exercisable as of the Date of Termination; and

               (vii)  notwithstanding the provisions of the applicable Option
agreement, all of Executive's vested but unexercised Options as of the Date of
Termination (including those with accelerated vesting pursuant to the Section
8(b)(vi) above) shall remain exercisable through the earlier of (A) the original
expiration date of the Option, or (B) the 90th day following the end of the
later of (1) six months from the Date of Termination, or (2) the end of the Poor
Performance Severance Period; and

               (viii) to the extent not theretofore paid or provided, the
Company shall timely pay or provide to Executive his Other Benefits.

          (c)  After or in Connection with a Change in Control: Termination by
               ---------------------------------------------------------------
Executive for Good Reason; Termination by the Company Other Than for Cause or
-----------------------------------------------------------------------------
Disability.  If there occurs a Change in Control and, within 36 months          
----------                                                              
following such Change in Control (or if Executive can reasonably show that such
termination by the Company was in anticipation of the Change in Control), the
Company shall terminate Executive's employment other than for Cause or
Disability, or Executive shall terminate employment for Good Reason, then (and
with respect to the payments and benefits described in clauses (ii) through
(vii) below, only if Executive executes the Release):

               (i)    the Company (or any successor to the Company's eCommerce
line of business) shall pay to Executive the Accrued Obligations in a lump sum
in cash within 30 days after the Date of Termination; and

               (ii)   for 24 months after the Date of Termination (the "Change
in Control Severance Period"), the Company (or any successor to the Company's
eCommerce line of business) will, as a severance benefit, continue to pay
Executive an amount equal to his monthly Base Salary, payable in equal monthly
or more frequent installments as are customary under the Company's payroll
practices from time to time; provided, however that the Company's obligation to
make or continue such payments shall cease if Executive violates any of the
Restrictive Covenants (as defined in Section 13(a) of this Agreement) and fails
to remedy such violation to the reasonable satisfaction 

                                      -10-

<PAGE>
 
of the Board within 10 days of written notice describing such violation with
reasonable specificity; and

               (iii)  during the Change in Control Severance Period, the Company
shall continue benefits to Executive and/or Executive's family at least equal to
those which would have been provided to them in accordance with the Welfare
Plans described in Section 5(c) of this Agreement if Executive's employment had
not been terminated; provided, however that the Company's obligation to provide
such benefits shall cease if Executive violates any of the Restrictive Covenants
(as defined in Section 13(a) of this Agreement) and fails to remedy such
violation to the reasonable satisfaction of the Board within 10 days of written
notice describing such violation with reasonable specificity; and

               (iv)   not later than 30 days after the Date of Termination,
Executive will be paid a bonus for the year in which the Date of Termination
occurs in an amount equal to 100% of his potential Bonus Opportunity (as defined
in Section 5(b)(i)), assuming for this purposes full satisfaction of all
performance objectives; provided, however that the bonus payment described in
this Section 8(c)(iv) shall be reduced by the amount (if any) of the Bonus
Opportunity that Executive had previously elected to receive in the form of
restricted stock of the Company; and

               (v)    all grants of Restricted Stock held by Executive as of the
Date of Termination will become immediately vested as of the Date of
Termination; and

               (vi)   all of Executive's Options held by Executive as of the
Date of Termination will become immediately vested and exercisable as of the
Date of Termination; and

               (vii)  notwithstanding the provisions of the applicable Option
agreement, all of Executive's vested but unexercised Options as of the Date of
Termination (including those with accelerated vesting pursuant to the Section
8(c)(vi) above) shall remain exercisable through the earlier of (A) the original
expiration date of the Option, or (B) the 90/th/ day following the end of the
Change in Control Severance Period; and

               (viii) to the extent not theretofore paid or provided, the
Company shall timely pay or provide to Executive his Other Benefits.

          (d)  Death, Disability or Retirement.  Regardless of whether or not
               -------------------------------                                 
a Change in Control shall have occurred, if Executive's employment is terminated
by reason of Executive's death, Disability or Retirement, this Agreement shall
terminate without further obligations to Executive or his estate or legal
representatives under this Agreement, other than for payment of Accrued
Obligations and the timely payment or provision of Other Benefits.  Accrued
Obligations shall be paid to Executive's estate or beneficiary, as applicable,
in a lump sum in cash within 30 days of the Date of Termination.  With respect
to the provision of Other Benefits, the term Other Benefits as 

                                      -11-

<PAGE>
 
used in this Section 8(d) shall include, without limitation, and Executive or
his estate and/or beneficiaries shall be entitled to receive, benefits under
such plans, programs, practices and policies relating to death, disability or
retirement benefits, if any, as are applicable to Executive on the Date of
Termination.

          (e)  Cause or Voluntary Termination without Good Reason.  Regardless
               --------------------------------------------------               
of whether or not a Change in Control shall have occurred, if Executive's
employment shall be terminated for Cause, or if Executive voluntarily terminates
employment without Good Reason, this Agreement shall terminate without further
obligations to Executive, other than for payment of Accrued Obligations and the
timely payment or provision of Other Benefits.

          (f)  Allocation of Certain Payments.  The Company and Executive
               ------------------------------                              
agree that 50% of any payments made to Executive under Section 8(a)(ii),
8(b)(ii) or 8(c)(ii) shall constitute consideration for Executive's Restrictive
Covenants in Section 13 of this Agreement.

     9.   Non-exclusivity of Rights.  Nothing in this Agreement shall prevent
          -------------------------                                  
or limit Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company and for which Executive may qualify,
nor, subject to Section 17(d), shall anything herein limit or otherwise affect
such rights as Executive may have under any contract or agreement with the
Company. Amounts which are vested benefits or which Executive is otherwise
entitled to receive under any plan, policy, practice or program of or any
contract or agreement with the Company at or subsequent to the Date of
Termination shall be payable in accordance with such plan, policy, practice or
program or contract or agreement except as explicitly modified by this
Agreement.

     10.  Certain Additional Payments by the Company.
          ------------------------------------------ 

          (a)  Anything in this Agreement to the contrary notwithstanding and
except as set forth below, in the event it shall be determined that any payment
or distribution by the Company to or for the benefit of Executive (whether paid
or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional payments
required under this Section 10) (a "Payment") would be subject to the excise tax
imposed by Section 4999 of the Code or any interest or penalties are due from or
asserted against Executive with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then Executive shall be entitled to receive an
additional payment (a "Gross-Up Payment") in an amount such that Executive shall
be in the same after-tax position (taking into account all additional federal,
state and local income, employment and excise taxes imposed on the Gross-Up
Payment, as well as any related interest and penalties) as if Section 4999 of
the Code did not exist. Notwithstanding the foregoing provisions of this Section
10(a), if it shall be determined that Executive is entitled to a Gross-Up
Payment, but the after-tax cost of the Executive of eliminating the Excise Tax
through a reduction in the present value of the Payments to an amount (the

                                      -12-

<PAGE>
 
"Reduced Amount") such that the receipt of the Payments would not give rise
to any Excise Tax is less than $50,000, the present value of the aggregate
Payments shall be reduced to the Reduced Amount. In that event, Executive shall
direct which Payments are to be deferred, reduced or eliminated.

          (b)  Subject to the provisions of Section 10(c), all determinations
required to be made under this Section 10, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by Arthur
Andersen LLP or such other certified public accounting firm reasonably
acceptable to the Company as may be designated by Executive (the "Accounting
Firm") which shall provide detailed supporting calculations both to the Company
and Executive within 15 business days of the receipt of notice from Executive
that there has been or will be a Payment, or such earlier time as is requested
by the Company.  In the event that the Accounting Firm is serving as accountant
or auditor for the individual, entity or group effecting the Change in Control,
Executive shall appoint another nationally recognized accounting firm to make
the determinations required hereunder (which accounting firm shall then be
referred to as the Accounting Firm hereunder).  All fees and expenses of the
Accounting Firm shall be borne solely by the Company.  Any Gross-Up Payment, as
determined pursuant to this Section 10, shall be paid by the Company to
Executive within five days of the receipt of the Accounting Firm's
determination.  Any determination by the Accounting Firm shall be binding upon
the Company and Executive.  As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made ("Underpayment"), consistent
with the calculations required to be made hereunder.  In the event that the
Company exhausts its remedies pursuant to Section 10(c) and Executive thereafter
is required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of
Executive.

          (c)  The Executive shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment by
the Company of the Gross-Up Payment or an Underpayment.  Such notification shall
be given as soon as practicable but no later than ten business days after
Executive actually receives written notice of such claim and shall apprise the
Company of the nature of such claim and the date on which such claim is
requested to be paid.  The Executive shall not pay such claim prior to the
expiration of the 30-day period following the date on which the Executive gives
such notice to the Company (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due).  If the Company notifies
Executive in writing prior to the expiration of such period that it desires to
contest such claim, Executive shall:

               (i)  give the Company any information reasonably requested by the
Company relating to such claim,

                                      -13-

<PAGE>
 
               (ii)  take such action in connection with contesting such claim
as the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company (it being understood that this
shall not limit Executive's right at his own expense to select separate counsel
to verify any determination of a Gross-Up Payment),

               (iii)  cooperate with the Company in good faith in order
effectively to contest such claim, and

               (iv)   permit the Company to participate in any proceedings
relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold Executive harmless, on an after-
tax basis, for any Excise Tax or income tax (including interest and penalties
with respect thereto) ultimately imposed on account of the Payments as well as
the Company's payment of costs and expenses.  Without limitation of the
foregoing provisions of this Section 10(c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forgo any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct Executive to pay the tax claimed and sue for a refund
or contest the claim in any permissible manner, and Executive agrees to
prosecute such contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that if the Company directs
Executive to pay such claim and sue for a refund, the Company shall advance the
amount of such payment to Executive, on an interest-free basis and shall
indemnify and hold Executive harmless, on an after-tax basis, from any Excise
Tax, income tax and/or employment taxes (including interest or penalties with
respect thereto) imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and further provided that any
extension of the statute of limitations relating to payment of taxes for the
taxable year of Executive with respect to which such contested amount is claimed
to be due is limited solely to such contested amount.  Furthermore, the
Company's control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.

          (d)  If, after the receipt by Executive of an amount advanced by the
Company pursuant to Section 10(c), Executive becomes entitled to receive any
refund with respect to such claim, Executive shall (subject to the Company's
complying with the requirements of Section 10(c)) promptly pay to the Company
the amount of such refund (together with any interest paid or credited thereon
after taxes applicable thereto).  If, 

                                      -14-

<PAGE>
 
after the receipt by Executive of an amount advanced by the Company pursuant to
Section 10(c), a determination is made that Executive shall not be entitled to
any refund with respect to such claim and the Company does not notify Executive
in writing of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then such advance shall be
forgiven and shall not be required to be repaid and the amount of such advance
shall offset, to the extent thereof, the amount of Gross-Up Payment required to
be paid.

     11.  Costs of Enforcement.  Unless otherwise provided by the arbitrator(s)
          --------------------                                   
taken in good faith relating to the enforcement of this Agreement or any
provision herein, Executive shall be entitled to be paid any and all costs and
expenses incurred by him in enforcing or establishing his rights thereunder,
including, without limitation, reasonable attorneys' fees, whether an
arbitration proceeding or suit be brought or not, and whether or not incurred in
arbitration, trial, bankruptcy or appellate proceedings, but only if Executive
is successful on at least one material issue raised in the enforcement
proceeding.

     12.  Representations and Warranties.  Executive hereby represents and
          ------------------------------                                  
warrants to the Company that Executive is not a party to, or otherwise subject
to, any covenant not to compete with any person or entity, and Executive's
execution of this Agreement and performance of his obligations hereunder will
not violate the terms or conditions of any contract or obligation, written or
oral, between Executive and any other person or entity.

     13.  Restrictions on Conduct of Executive.
          ------------------------------------ 

          (a)  General.  Executive and the Company understand and agree that 
               -------
the purpose of the provisions of this Section 13 is to protect legitimate
business interests of the Company, as more fully described below, and is not
intended to eliminate Executive's post-employment competition with the Company
per se, nor is it intended to impair or infringe upon Executive's right to work,
------                                                                          
earn a living, or acquire and possess property from the fruits of his labor.
Executive hereby acknowledges that the post-employment restrictions set forth in
this Section 13 are reasonable and that they do not, and will not, unduly impair
his ability to earn a living after the termination of this Agreement. Therefore,
subject to the limitations of reasonableness imposed by law, Executive shall be
subject to the restrictions set forth in this Section 13.

          (b)  Definitions.  The following terms used in this Section 13 shall
               -----------                                                      
have the meanings assigned to them below, which definitions shall apply to both
the singular and the plural forms of such terms:

               "Competitive Position" means any employment with a Competitor in
                --------------------      
which Executive will use or is likely to use any Confidential Information or
Trade Secrets, or in which Executive has duties for such Competitor that relate
to Competitive Services and that are the same or similar to those services
actually performed by Executive for the Company;

                                      -15-

<PAGE>
 
          "Competitive Services" means the provision of products and services to
           --------------------                                                 
facilitate or assist with the electronic, transmission of payment and financial
information, merchant and cardholder processing, credit and debit transaction
processing, check guarantee and verification, electronic authorization and
capture, terminal management services, portfolio risk management, purchase card
services, financial electronic data interchange, and cash management services,
including internet applications of any of the foregoing.

          "Competitor" means any Person engaged, wholly or in part, in
           ----------                                                 
Competitive Services, including without limitation, Equifax Inc., Vital,
Electronic Data Systems Corporation, Concord EFS, Inc., First Data Corporation,
Total System Services, Inc., Nova Corporation, Harbinger Corporation, First USA,
Inc., First USA Paymentech, Inc., and Automatic Data Processing, Inc.

          "Confidential Information" means all information regarding the
           ------------------------                                     
Company, its activities, business or clients that is the subject of reasonable
efforts by the Company to maintain its confidentiality and that is not generally
disclosed by practice or authority to persons not employed by the Company, but
that does not rise to the level of a Trade Secret.  "Confidential Information"
shall include, but is not limited to, financial plans and data concerning the
Company; management planning information; business plans; operational methods;
market studies; marketing plans or strategies; product development techniques or
plans; lists of current or prospective customers; details of customer contracts;
current and anticipated customer requirements; past, current and planned
research and development; business acquisition plans; and new personnel
acquisition plans, in each case, to the extent such information does not rise to
the level of a Trade Secret.  "Confidential Information" shall not include
information that has become generally available to the public by the act of one
who has the right to disclose such information without violating any right or
privilege of the Company.  This definition shall not limit any definition of
"confidential information" or any equivalent term under state or federal law.

          "Determination Date" means the date of termination of Executive's
           ------------------                                              
employment with the Company for any reason whatsoever or any earlier date of an
alleged breach of the Restrictive Covenants by Executive.

          "Person" means any individual or any corporation, partnership, joint
           ------                                                             
venture, limited liability company, association or other entity or enterprise.

          "Principal or Representative" means a principal, owner, partner,
           ---------------------------                                    
shareholder, joint venturer, investor, member, trustee, director, officer,
manager, employee, agent, representative or consultant.

                                      -16-

<PAGE>
 
          "Protected Customers" means any Persons to whom NDC eCommerce has sold
           -------------------                                                  
its products or services or solicited to sell its products or services during
the twelve (12) months prior to the Determination Date.

          "Protected Employees" means employees of the Company who were employed
           -------------------                                                  
by the Company at any time within six (6) months prior to the Determination
Date.

          "Restricted Period" means the Employment Period and a period extending
           -----------------                                                    
two (2) years from the termination of Executive's employment with the Company.

          "Restricted Territory" means the States of California, Florida,
           --------------------                                          
Georgia, Illinois, Maryland, Michigan, New York, Pennsylvania and Texas, plus
Canada, the United Kingdom and South America.

          "Restrictive Covenants" means the restrictive covenants contained in
           ---------------------
Section 13(c) hereof.

          "Trade Secret" means all information, without regard to form,
           ------------                                                
including, but not limited to, technical or nontechnical data, a formula, a
pattern, a compilation, a program, a device, a method, a technique, a drawing, a
process, financial data, financial plans, product plans, distribution lists or a
list of actual or potential customers, advertisers or suppliers which is not
commonly known by or available to the public and which information:  (A) derives
economic value, actual or potential, from not being generally known to, and not
being readily ascertainable by proper means by, other persons who can obtain
economic value from its disclosure or use; and (B) is the subject of efforts
that are reasonable under the circumstances to maintain its secrecy.  Without
limiting the foregoing, Trade Secret means any item of Confidential Information
that constitutes a "trade secret(s)" under the common law or applicable state
law.

          (c)  Restrictive Covenants.
               ---------------------   

               (i)  Restriction on Disclosure and Use of Confidential 
                    -------------------------------------------------
Information and Trade Secrets.  Executive understands and agrees that the 
-----------------------------  
Confidential Information and Trade Secrets constitute valuable assets of the
Company and its affiliated entities, and may not be converted to Executive's own
use. Accordingly, Executive hereby agrees that Executive shall not, directly or
indirectly, at any time during the Restricted Period reveal, divulge, or
disclose to any Person not expressly authorized by the Company any Confidential
Information, and Executive shall not, directly or indirectly, at any time during
the Restricted Period use or make use of any Confidential Information in
connection with any business activity other than that of the Company. Throughout
the term of this Agreement and at all times after the date that this Agreement
terminates for any reason, Executive shall not directly or indirectly transmit
or disclose any Trade Secret of the Company to any Person, and shall not make
use of any such Trade Secret, directly 

                                      -17-

<PAGE>
 
or indirectly, for himself or for others, without the prior written consent of
the Company. The parties acknowledge and agree that this Agreement is not
intended to, and does not, alter either the Company's rights or Executive's
obligations under any state or federal statutory or common law regarding trade
secrets and unfair trade practices.

          Anything herein to the contrary notwithstanding, Executive shall not
be restricted from disclosing or using Confidential Information that is required
to be disclosed by law, court order or other legal process; provided, however,
that in the event disclosure is required by law, Executive shall provide the
Company with prompt notice of such requirement so that the Company may seek an
appropriate protective order prior to any such required disclosure by Executive.

          (ii)  Nonsolicitation of Protected Employees.  Executive understands
                --------------------------------------                        
and agrees that the relationship between the Company and each of its Protected
Employees constitutes a valuable asset of the Company and may not be converted
to Executive's own use.  Accordingly, Executive hereby agrees that during the
Restricted Period Executive shall not directly or indirectly on Executive's own
behalf or as a Principal or Representative of any Person or otherwise solicit or
induce any Protected Employee to terminate his or her employment relationship
with the Company or to enter into employment with any other Person.

          (iii) Restriction on Relationships with Protected Customers.
                ----------------------------------------------------- 
Executive understands and agrees that the relationship between the Company and
each of its Protected Customers constitutes a valuable asset of the Company and
may not be converted to Executive's own use.  Accordingly, Executive hereby
agrees that, during the Restricted Period, Executive shall not, without the
prior written consent of the Company, directly or indirectly, on Executive's own
behalf or as a Principal or Representative of any Person, solicit, divert, take
away or attempt to solicit, divert or take away a Protected Customer for the
purpose of providing or selling Competitive Services; provided, however, that
the prohibition of this covenant shall apply only to Protected Customers with
whom Executive had Material Contact on the Company's behalf during the twelve
(12) months immediately preceding the termination of his employment hereunder.
For purposes of this Agreement, Executive had "Material Contact" with a
Protected Customer if (a) he had business dealings with the Protected Customer
on the Company's behalf; (b) he was responsible for supervising or coordinating
the dealings between the Company and the Protected Customer; or (c) he obtained
Trade Secrets or Confidential Information about the customer as a result of his
association with the Company.

          (iv)  Noncompetition with the Company.  The parties acknowledge: (A)
                -------------------------------                               
that Executive's services under this Agreement require special expertise and
talent in the provision of Competitive Services and that Executive will have
substantial contacts with customers, suppliers, advertisers and vendors of the
Company; (B) that pursuant to this Agreement, Executive will be placed in a
position of trust and responsibility and he will have access to a substantial
amount of Confidential Information and Trade Secrets and that the Company is
placing him in such position and giving him access to such 

                                      -18-

<PAGE>
 
information in reliance upon his agreement not to compete with the Company
during the Restricted Period; (C) that due to his management duties, Executive
will be the repository of a substantial portion of the goodwill of the Company
and would have an unfair advantage in competing with the Company; (D) that due
to Executive's special experience and talent, the loss of Executive's services
to the Company under this Agreement cannot reasonably or adequately be
compensated solely by damages in an action at law; (E) that Executive is capable
of competing with the Company; and (F) that Executive is capable of obtaining
gainful, lucrative and desirable employment that does not violate the
restrictions contained in this Agreement. In consideration of the compensation
and benefits being paid and to be paid by the Company to Executive hereunder,
Executive hereby agrees that, during the Restricted Period, Executive will not,
without prior written consent of the Company, directly or indirectly seek or
obtain a Competitive Position in the Restricted Territory with a Competitor;
provided, however, that the provisions of this Agreement shall not be deemed to
prohibit the ownership by Executive of any securities of the Company or its
affiliated entities or not more than five percent (5%) of any class of
securities of any corporation having a class of securities registered pursuant
to the Securities Exchange Act of 1934, as amended.

          (d)  Enforcement of Restrictive Covenants.
               ------------------------------------

               (i)  Rights and Remedies Upon Breach.  In the event Executive 
                    -------------------------------     
breaches, or threatens to commit a breach of, any of the provisions of the
Restrictive Covenants, the Company shall have the following rights and remedies,
which shall be independent of any others and severally enforceable, and shall be
in addition to, and not in lieu of, any other rights and remedies available to
the Company at law or in equity:

                    (A)  the right and remedy to enjoin, preliminarily and
permanently, Executive from violating or threatening to violate the Restrictive
Covenants and to have the Restrictive Covenants specifically enforced by any
court of competent jurisdiction, it being agreed that any breach or threatened
breach of the Restrictive Covenants would cause irreparable injury to the
Company and that money damages would not provide an adequate remedy to the
Company; and