<PAGE>
 
    
 As filed with the Securities and Exchange Commission on November 9, 2000     
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                               ----------------
                                 
                              Amendment No. 2     
 
                                       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;" "Global Payments' Business;"
                                 "Summary of the Purchase of CIBC Merchant
                                 Acquiring Business."
 
  2.  Financial Information      "Summary--Summary Historical Combined
                                 Financial Data;" "Summary--Summary Pro Forma
                                 Combined 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;" "NDC eCommerce Business
                                 Segment (to be reorganized as Global Payments
                                 Inc.) Pro Forma Combined Financial
                                 Statements;" and "CIBC Merchant Acquiring
                                 Business."
 
  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;" "NDC eCommerce Business Segment
                                  (to be reorganized as Global Payments Inc.)
                                  Pro Forma Combined Financial Statements;" and
                                  "CIBC Merchant Acquiring Business."
 
 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
      CIBC Merchant Acquiring Business
       Report of Independent Public Accountants
       Balance Sheets as of July 31, 2000 and October 31, 1999
       Statements of Income for the Nine Months ended July 31, 2000 and the
        Years ended October 31, 1999 and 1998
       Statements of Cash Flows for the Nine Months ended July 31, 2000 and
        the Years ended October 31, 1999 and 1998
       Statements of Changes in Shareholder's Equity for the Nine Months
        ended July 31, 2000 and the Years ended October 31, 1999 and 1998
       Notes to 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  Amended and Restated By-laws of Global Payments Inc.
 
            4.1  Articles of Incorporation of Global Payments Inc. (filed as
                 Exhibit 3.1).
 
            4.2  Amended and Restated 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 Two 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.
 
          *10.12 Form of Global Payments Inc. Supplemental Executive Retirement
                 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.
 
           10.19 Asset Purchase Agreement with Canadian Imperial Bank of
                 Commerce dated November 9, 2000.
 
         **10.20 Investor Rights Agreement with Canadian Imperial Bank of
                 Commerce.
 
         **10.21 Marketing Alliance Agreement with Canadian Imperial Bank of
                 Commerce.
 
         **10.22 Transition Services Agreement with Canadian Imperial Bank of
                 Commerce.
 
         **10.23 Stock Purchase Agreement with Canadian Imperial Bank of
                 Commerce.
 
          *21.1  List of Subsidiaries.
 
          *27.1  Financial Data Schedule.
 
           99.1  Information Statement.
</TABLE>
    
     --------
        
     *Previously filed.     
        
     **To be filed by amendment.     
 
                                       3

<PAGE>
 
                                   SIGNATURE
   
   Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this amendment two 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: November 9, 2000     
 
 
                                       4

<PAGE>
 
                                 EXHIBIT INDEX
 

<TABLE>   
<CAPTION>
         Exhibit
           No.
         -------
 
 <C>             <S>
          10.5   Form of Two Sublease Agreements.
 
          10.19  Purchase Agreement with Canadian Imperial Bank of Commerce.
 
          99.1   Information Statement.
</TABLE>
    
 
 
                                       1





<PAGE>
 

                                                                    EXHIBIT 10.5

                                    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 10.19

                           ASSET PURCHASE AGREEMENT

     ASSET PURCHASE AGREEMENT dated as of November ______, 2000, among Canadian
Imperial Bank of Commerce, a bank governed by the Bank Act (Canada) (the
"Seller"), and National Data Payment Systems, Inc., a New York corporation (the
"Purchaser"), and National Data Corporation and Global Payments Inc. as
guarantors of the Purchaser's obligations hereunder as described on the last
page of this Agreement.

     WHEREAS, the Seller operates, among other things, a Merchant Business (as
defined herein) pursuant to agreements between the Seller and certain merchants;

     WHEREAS, the Seller desires to sell and transfer and the Purchaser desires
to purchase and assume certain assets and liabilities related to such business
and to enter into certain other agreements in connection therewith, all on the
terms and subject to the conditions hereinafter provided;

     WHEREAS, based on a review of its needs to operate the Merchant Business
following the Spin-off Transaction, the Purchaser desires to cause a Canadian
Affiliate to immediately employ some, but not all, of the employees of the
Seller in the Merchant Business, and to contract with the Seller for the
provision of certain services for a period of
 time in accordance with the
provisions of the Transition Agreement;

     WHEREAS, it is a condition to the Closing that the Spin-off Transaction
shall have been consummated;

     NOW, THEREFORE, the Seller and the Purchaser agree, on the terms and
conditions herein set forth, as follows:

                                   ARTICLE I

                                  DEFINITIONS

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

     "Accounts Receivables" means all accounts receivables, notes receivable and
other debts due or accruing to the Seller in the Ordinary Course in connection
with the Merchant Business and the full benefit of all security therefor.

     "Affiliate" means, with respect to a specified Person, a Person or entity
that, directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, the Person specified.

     "Aggregate Employee Retention Award" has the meaning set forth in Section
4.3(a)(vi).

<PAGE>
 
                                      -2-

     "Agreement" means this Asset Purchase Agreement, as may be amended,
modified or supplemented from time to time.

     "Assets Sold" has the meaning set forth in Section 2.1.

     "Assigned Merchant Agreements" means the Merchant Agreements (but not the
Excluded Merchant Agreements).

     "Assumed Liabilities" means only the following liabilities or obligations:
(i) the obligations of the Seller arising on and after the Effective Time to
perform under the Third Party Vendor Agreements and the Lease being assigned to
the Purchaser by the Seller pursuant to this Agreement and not related to any
default existing prior to or as a consequence of Closing; (ii) chargebacks in
respect of any Assigned Merchant Agreement that are received under the rules and
regulations of the applicable Card Associations and only to the extent that such
chargebacks relate to or arise out of original sales transactions occurring on
and after the Effective Time; (iii) any other claims, liabilities or litigation
in respect of Assets Sold that relate to or arise out of events, transactions,
or actions or omissions of the Purchaser on and after the Effective Time, but
not related to any default existing prior to or as a consequence of the Closing
and specifically excluding any rebates or other amounts due to a Merchant that
relate to sales or other transactions that occurred before the Effective Time;
(iv) the accounts payable and other liabilities related to the Merchant Business
and which are specifically set forth on Schedule 1.1(a); and (v) obligations
                                        ---------------                     
otherwise expressly assumed by the Purchaser under the General Conveyance
Agreement.

     "Authorization" means, with respect to any Person, any order, permit,
approval, waiver, licence or similar authorization of any Governmental Entity or
any Card Association or Network Organization having jurisdiction over the
Person.

     "Bank Marks" has the meaning set forth in the Marketing Alliance Agreement.

     "Banking Product" means any product or service offered by the Seller on the
date hereof that involves the deposit and holding of funds in an account
maintained by the Seller on behalf of a customer, including the holding of
managed funds pursuant to an agreement with such customer, regarding, among
other things, the terms of withdrawal and interest, if any, thereon.

     "Books and Records" means all books of account, tax records, personnel
records, sales and purchase records, customer and supplier lists, lists of
potential customers, referral sources, research and development reports and
records, production reports and records, equipment logs, operating guides and
manuals, business reports, plans and projections and all other documents files,
correspondence and other information (whether in written, printed, electronic or
computer printout form) used for the Merchant Business.

     "Bound Parties" has the meaning set forth in Section 5.2(a).

<PAGE>
 
                                      -3-

     "Business Day" means any day excluding Saturday, Sunday and any day on
which banking institutions located in Toronto, Ontario or Atlanta, Georgia are
authorized by law or other governmental action to be closed.

     "Canadian Financial Institution" means a corporation or other entity that
is carrying on business in Canada under the regulatory supervision of federal or
provincial law and providing financial services in Canada including the receipt
of deposits from the public that are insured or guaranteed under an arrangement
acceptable to the responsible regulatory authority.

     "CPA Firm" has the meaning set forth in Section 4.1(d)(iii).

     "Card" means a debit or credit card bearing the symbol(s) of a Card
Association or Network Organization that is accepted by a Merchant pursuant to a
Merchant Agreement.

     "Card Associations" means VISA USA, Inc. (if applicable), VISA Canada,
Inc., VISA International, Inc., the Canadian Mastercard entity, if any,
MasterCard International, Inc., Novus, American Express, Diner's Club, JCB
International Co., Ltd. and any legal successor organization or association of
any of them.

     "Closing" has the meaning set forth in Section 3.1.

     "Closing Calculation" has the meaning set forth in Section 4.1(d)(i).

     "Closing Date" has the meaning set forth in Section 3.1.

     "Closing Date Merchant Receivables" means, in Canadian Dollars, the
Accounts Receivable due from Merchants or from VISA on behalf of Merchants
reflected on the Closing Statement.

     "Closing Date Net Accounts Receivable" means the amount in Canadian dollars
calculated as follows:

     (a)  (i) if the Closing Date occurs on or before December 31, 2000,
Cdn.$106,500,000 or (ii) if the Closing Date occurs after December 31, 2000, the
sum of (A) Cdn.$106,500,000 plus (B) net income (without giving effect to any
distributions or transfers made from the Merchant Business to the Seller) for
the Merchant Business for the period from January 1, 2001 through the Closing
Date, minus

     (b)  the sum of  (i) Cdn.$1,255,824.00, representing the value of the fixed
assets of the Merchant Business (other than the Terminal Equipment) as at July
31, 2000 and set forth in the Financial Statements, minus the value of such
fixed assets which are not part of the Fixed Assets comprising part of the
Assets Sold plus (ii) the purchase price of Fixed Assets acquired in the
Ordinary Course from July 31, 2000 through the Closing Date up to Cdn.$65,000.00
minus

     (c)  the sum of (i) Cdn.$20,644,576 plus (ii) the purchase price of
Terminal Equipment in the Ordinary Course from July 31, 2000 through the Closing
Date up to Cdn.$966,682.00 plus

<PAGE>
 
                                      -4-

     (d)  an amount equal to the IDP Merchant Payables and (ii) the Net Merchant
Payable, both as reflected on the balance sheet of the Merchant Business as at
the Closing Date that specifically relate to Accounts Receivable outstanding on
the Closing Date and which, for greater certainty, are included in the Accounts
Receivable assigned to the Purchaser hereunder.

     "Closing Period" has the meanings set forth in Section 4.1(e).

     "Closing Period Interest Credit" has the meanings set forth in Section
4.1(f).

     "Closing Statement" has the meanings set forth in Section 4.1(d).

     "Commercially Reasonable Efforts" means the efforts that a prudent Person
who desires to complete the transaction or other action would use in similar
circumstances to ensure that a closing or other result occurs as expeditiously
as possible without the necessity of assuming any material obligations or paying
any material amounts to an unrelated third party.

     "Common Shares" means the shares of common stock of Global Payments.

     "Confidentiality Agreements" means the separate confidentiality agreements
between National Data Corporation, National Data Payment Systems, Inc. and
Global Payments, on the one hand, and the Seller, on the other hand, each dated
as of September 14, 2000.

     "control" exists when a Person owns beneficially, directly or indirectly,
more than 50% of another Person's outstanding voting securities or where a
Person has the ability to elect a majority of the directors of another Person.

     "Covenant Not to Compete" means, collectively, the covenants of the Seller
as set forth in Section 5.2.

     "Credit Facility" means the credit agreement to be entered into before, and
effective as of, the Closing Date between the Purchaser or an Affiliate of the
Purchaser (as borrower) resident in the United States for tax purposes, Global
Payments and the Seller or an Affiliate of the Seller through its New York
agency, as lender, pursuant to Section 10.1(d)(xiii).

     "Credit Facility Rate" means the annual rate of interest charged to the
Purchaser for borrowings under the Credit Facility.

     "Distribution Agreement" means the proposed Distribution Agreement (Plan of
Reorganization and Distribution) to be entered into between National Data
Corporation and Global Payments and the related agreements between the parties
referred to therein.

     "Distribution Date" means the date on which the shares of Global Payments
are first distributed to shareholders of National Data Corporation pursuant to
the Spin-off Transaction.

     "Divestiture Determination Period" has the meaning set forth in Section
5.2(d).

     "Divestiture Notice" has the meaning set forth in Section 5.2(d).

<PAGE>
 
                                      -5-

     "Divestiture Price" has the meaning set forth in Section 5.2(d).

     "Divestiture" has the meaning set forth in Section 5.2(d).

     "Effective Time" has the meaning set forth in Section 3.1.

     "Employee Benefit Plan Agreement" means an agreement between the Seller and
the Purchaser in substantially the form of Schedule 4.3(a)(iv).
                                           ------------------- 

     "Employee Plans" means all the employee benefit, fringe benefit,
supplemental unemployment benefit, bonus, incentive, profit sharing,
termination, change of control, pension, retirement, stock option, stock
purchase, stock appreciation, health, welfare, medical, dental, disability, life
insurance and similar plans, programs, arrangements or practices relating to the
current or former employees, officers or directors of the Seller maintained,
sponsored or funded by the Seller in relation to the Merchant Business, whether
written or oral, funded or unfunded, insured or self-insured, registered or
unregistered.

     "Environmental Laws" means all applicable Laws and agreements with
Governmental Entities and all other statutory requirements relating to public
health as affected by the environment or to the protection of the environment
and all Authorizations issued pursuant to such Laws, agreements or statutory
requirements.

     "Excluded Merchant Agreements" means Merchant Agreements (i) with any of
the Merchants listed in Schedule 2.1(a), (ii) under which the Seller has given
                        ----------------                                      
notice of its election to terminate prior to the Closing based upon its
reasonable judgment consistent with past credit practices, (iii) with respect to
which the Purchaser has notified the Seller prior to the Closing Date that the
Purchaser does not wish to assume or acquire such Merchant Agreement, or (iv)
with Merchants that have filed petitions for relief prior to the Closing under
any bankruptcy or insolvency statutes or as to which courts of competent
jurisdiction have entered orders prior to the Closing granting relief in
response to petitions so filed by creditors of such Merchants; provided,
however, that the Parties hereto may by mutual agreement delete specific
Merchant Agreements from the definition of Excluded Merchant Agreements.

     "Final Net Accounts Receivable" has the meaning set forth in Section
4.1(d).

     "Financial Statements" means the balance sheets, statements of income,
statements of changes in the Seller's equity in division and statements of cash
flows of the Seller in respect of the Merchant Business as at and for the fiscal
year ending October 31, 1999 and the nine-month period ending July 31, 2000 and
the accompanying statements of income for the year then ended.

     "Fixed Assets" means the furniture, furnishings, accessories, personal
computers, fixtures and other assets set forth on Schedule 2.1(e).
                                                  --------------- 

     "Form 10 Filing" means the registration statement filed by Global Payments
on Form 10 with the SEC, as the same has been supplemented, modified or amended
on or before the date hereof.

<PAGE>
 
                                      -6-

     "GAAP" means accounting principles generally accepted in the United States
at the relevant time.

     "General Conveyance Agreement" means a general conveyance and assumption of
liabilities agreement between the Seller and the Purchaser substantially in the
form of Schedule 10.1(d)(x).
        ------------------- 

     "Global Payments" means Global Payments Inc., a Georgia corporation that
prior to the Distribution Date is a wholly owned subsidiary of National Data
Corporation.

     "Governmental Entity" means (i) any multinational, federal, provincial,
state, municipal, local or other governmental or public department, central
bank, court, commission, board, bureau, agency or instrumentality, domestic or
foreign (ii) any subdivision or authority of any of the foregoing, or (iii) any
quasi-governmental or private body exercising any regulatory, expropriation or
taxing authority under or for the account of any of the above.

     "GST" means Goods and Services Tax payable pursuant to the Excise Tax Act
(Canada).

     "Guarantor" has the meaning set forth in Section 8.11.

     "Independent Sales Organization" means a third party sales organization
which refers Merchants to the Seller in connection with the Merchant Business.

     "Inspected Party" has the meaning set forth in Section 13.1.

     "Interest Calculation" has the meanings set forth in Section 4.1(e).

     "Interim Balance Sheet Date" means August 31, 2000.

     "Interim Financial Statement" means the unaudited balance sheet of the
Seller with respect to the Merchant Business as of the Interim Balance Sheet
Date and the accompanying statement of income for the Merchant Business for the
nine-month period then ended.

     "Interim Period" means the period of time between the signing date of this
Agreement and the Closing Date.

     "Investor Rights Agreement" means an investor rights agreement between the
Seller and Global Payments substantially in the form of Exhibit 10.1(d)(ix).
                                                        ------------------- 

     "Laws" means all applicable laws including all statutes, codes, ordinances,
decrees, rules, regulations, municipal by-laws, judicial or arbitral or
administrative or ministerial or departmental or regulatory judgments, orders,
decisions, ruling or awards, guidelines, standards, policies and procedures
enacted by a regulatory body or pursuant to statutory authority or requirement
and general principles of common and civil law and equity, binding on the Person
referred to in the context in which the word is used.

<PAGE>
 
                                      -7-

     "Leased Property" means the lands and premises listed and described on
Schedule 2.1(b)(2) by reference to its municipal address.
------------------                                       

     "Lease" means the lease of the Leased Property described on Schedule
                                                                 --------
2.1(b)(2).
--------- 

     "Licenced Trademarks" means the trademarks licenced to Purchaser from the
Seller pursuant to the Trademark Licence Agreement.

     "Licences" means the Licences of space in certain properties described in
Schedule 2.6(b).
--------------- 

     "Lien" means any mortgage, charge, pledge, hypothecation, security
interest, assignment, lien (statutory or otherwise), title retention agreement
or arrangement, restrictive covenant or other encumbrance of any nature or any
other arrangement or condition that, in substance, secures payment or
performance of an obligation.

     "Major Merchants List" has the meaning set forth in Section 7.14.

     "Marketing Alliance Agreement" means the marketing alliance agreement
between the Seller and the Purchaser substantially in the form of Exhibit
                                                                  -------
10.1(d)(viii).
------------- 

     "Merchant" means any Person (other than the Seller) that has entered into a
Merchant Agreement.

     "Merchant Agreement" means an oral or written agreement or series of
agreements between the Seller and a merchant, including but not limited to,
merchant member agreements, instant payment service agreements, terminal lease
agreements, terminal authorization and draft deposit service agreements, instant
payment merchant agreements, guaranteed reservation service agreements, merchant
tape deposit service agreements, telephone and mail order agreements, merchant
agreement acceptance forms and applications for merchant service, as such
agreements have been amended from time to time pursuant to which the Merchant
undertakes to honor Cards and agrees to deposit Card transaction records with
the Seller and settles with the Seller for Card transactions and other related
services as may be set forth in or performed pursuant to any such agreement.

     "Merchant Business" means the business of accepting Card transaction
records in documentary or electronic form from merchants in connection with the
processing and clearing of such records for settlement and payment to such
merchants via a Credit Card Association or Network Organization using the
processes and technologies used by the Seller or the Purchaser as of the date of
this Agreement.

     "Merchant Business Software" has the meaning set forth in Section 7.18(a).

     "Network Organization" means the Interac Association or any legal successor
organization.

<PAGE>
 
                                      -8-

     "New Product" means any new product or service to be offered by the
Purchaser or any Affiliate of the Purchaser that is not a product or service of
the Merchant Business as of the date hereof.

     "New Product Brand Consent" has the meaning set forth in Section 6.3(c).

     "New Product Notice" has the meaning set forth in Section 6.3(b).

     "New Product Reply Notice" has the meaning set forth in Section 6.3(c).

     "Non-Compete Period" has the meaning set forth in Section 5.2(a).

     "OSFI" means the Office of the Superintendent of Financial Institutions.

     "Objection" has the meaning set forth in Section 4.1(d).

     "Operative Documents" means this Agreement, the Marketing Alliance
Agreement, the General Conveyance Agreement, the Transition Agreement, the
Investor Rights Agreement, the Trademark License Agreement, the Stock Purchase
Agreement and the Credit Facility.

     "Ordinary Course" means, with respect to an action taken by a Person, that
such action is consistent with the past practices of the Person and is taken in
the ordinary course of the normal operations of the Person.

     "Parties" means the Seller and the Purchaser, and any other Person who may
become a party to this Agreement pursuant to the terms hereof but includes the
Guarantors only for the purpose of the guarantees provided on the signature page
of this Agreement.

     "Permitted Lien" means Liens listed and described in Schedule 1.1(b).
                                                          --------------- 

     "Person" means a natural person, partnership, limited liability
partnership, corporation, joint stock company, trust, unincorporated
association, joint venture or other entity or Governmental Entity.

     "Purchase Price" has the meaning set forth in Section 4.1(a).

     "Purchaser Indemnified Persons" has the meaning set forth in Section
12.2(a).

"Purchaser Material Adverse Effect" means, for the purposes of this Agreement, a
material adverse effect, singularly or in the aggregate taking into account all
representations and covenants containing a Purchaser Material Adverse Effect
qualifier, that could result in a loss of 20% or more in annual revenue, a 20%
or more increase in annual expenses or a 20% or more reduction in the value of
the assets of the NDC eCommerce business segment (prior to the Distribution
Date) or Global Payments (on or after the Distribution Date) from the revenue,
expenses, and asset values, respectively, set forth on the financial statements
of the NDC eCommerce business segment (to be reorganized as Global Payments
pursuant to the Spin-off Transaction) for the twelve months ended May 31, 2000
(as set forth in the Form 10 Filing) or that would otherwise be reasonably
expected to result in a material limitation on the Purchaser's ability to
perform its obligations under any of the

<PAGE>
 
                                      -9-

Operative Documents.

     "Purchaser's Knowledge" or other references to the "Knowledge of the
Purchaser" or words of similar import shall mean the actual knowledge after
reasonable inquiry of Paul R. Garcia, Thomas M. Dunn, James Kelly, Barry Lawson,
Suellyn Tornay, and Vincent Perrelli, or any person who has assumed any of the
duties and responsibilities of the any of the foregoing individuals prior to the
time the applicable representation or warranty is being made.

     "Purchasers Net Accounts Receivable Calculation" has the meanings set forth
in Section 4.1(d)(ii).

     "SEC" means the United States Securities and Exchange Commission.

     "Seller Indemnified Persons" has the meaning set forth in Section 12.2(b).

     "Seller Material Adverse Effect" means, for the purposes of this Agreement,
a material adverse effect that, singularly or in the aggregate taking into
account all representations and covenants containing a Seller Material
Adverse Effect qualifier, could result in a loss of 5% or more in annual
revenue, a 3% or more increase in annual expenses, or a 3% or more reduction in
the value of the applicable assets, from the revenue, expense and asset values,
respectively, set forth on the Financial Statements or which would otherwise be
reasonably expected to result in a material limitation on the Seller's ability
to perform its obligations under any of the Operative Documents.

     "Seller Referred Merchant" means a merchant who, after the Closing Date,
enters into a Merchant Agreement, including any merchant agreement to which the
Purchaser or any Affiliate of the Purchaser is a party, as a result of a
referral by the Seller pursuant to Section 6.1 of the Marketing Alliance
Agreement.

     "Seller's Knowledge" or other references to the "Knowledge of the Seller"
or words of similar import shall mean the actual knowledge after reasonable
inquiry of Christine Croucher, Jordan Cohen, Bruce Nanton, Rene Belanger, James
Hicks, Nicholas Samurkas, David Caldwell, Don Hicks, Richard D. Brown and Robert
Richardson, or any person who has assumed any of the duties and responsibilities
of the any of the foregoing individuals prior to the time the applicable
representation or warranty is being made.

<PAGE>
 
                                     -10-

     "Spin-off Transaction" means the contribution by National Data Corporation
to Global Payments of the business, assets and liabilities of National Data
Corporation's eCommerce operations and the subsequent distribution to the
shareholders of National Data Corporation of all of the issued and outstanding
shares of capital stock of Global Payments, as contemplated in the Distribution
Agreement.

     "Stock Purchase Agreement" means the stock purchase agreement substantially
in the form of Exhibit 10.3(d) between the Seller and Global Payments.
               ---------------                                        

     "Subsidiary" has the meaning given to such term in the Business
Corporations Act (Ontario).

     "Systems" has the meanings set forth in Section 7.29(m).

     "Terminal Equipment" means the point of sale terminals owned by the Seller
and used in the Merchant Business that are located on the premises of Merchants
or held in inventory for such use.

     "Territory" means the United States of America, including all its
territories and possessions, and Canada.

     "Third Party Vendor Agreements" means the agreements with the Independent
Sales Organization, Merchant Card Acceptance, and the other agreements listed on
Schedule 2.1(b)(1), under which the Seller obtains certain goods and services,
------------------                                                            
including software licenses, related to the Merchant Business.

     "Three Party Agreements" has the meaning set forth in Section 2.5.

     "Trademark Licence Agreement" means the trademark licence agreement between
the Seller and the Purchaser substantially in the form of Schedule 10.1(d)(xi).
                                                          -------------------- 

     "Transferred Employees" means the employees who are listed on Schedule
                                                                   --------
4.3(a) to whom an Affiliate of the Purchaser will offer employment effective as
------                                                                         
of the Effective Time.

     "Transferred Intellectual Property" means the intellectual property set
forth on Schedule 2.1(i).
         --------------- 

     "Transition Agreement" means an agreement to be entered into at the Closing
Time between the Seller and the Purchaser in a form acceptable to the Seller and
the Purchaser and incorporating the services and costs schedule and other
matters set forth in Schedule 4.2.
                     ------------ 

     "Transition Employees" means employees of the Seller who are employed in
the Merchant Business, other than Transferred Employees and employees of the
Seller who are members of a collective bargaining unit.

     "Year 2000 Compliant" means that the software used by the Merchant Business
will not be adversely affected by the advent of the year 2000 with respect to
date and date-dependent data 

<PAGE>
 
                                      -11-

(including, but not limited to, calculating, comparing, and sequencing), and
that such software will be capable of creating, storing and processing records
related to and including the year 2000 and thereafter without deficiencies.

                                  ARTICLE II

                    ASSETS SOLD; ASSUMPTION OF LIABILITIES

2.1       Sale and Purchase.  On the terms and subject to the conditions set
          -----------------                                                 
forth in this Agreement, the Seller agrees to sell, transfer and assign to the
Purchaser and the Purchaser agrees to purchase and accept from the Seller all
right, title and interest of the Seller in and to the following properties and
assets (collectively, the "Assets Sold"):

     (a)  by way of equitable assignment, all of the Seller's rights under the
          Assigned Merchant Agreements (it being acknowledged that the Seller
          shall continue as the legal party to such Assigned Merchant
          Agreements);

     (b)  the Third Party Vendor Agreements and the Lease;

     (c)  Intentionally Deleted;

     (d)  the Terminal Equipment set forth on Schedule 2.1(d);
                                              --------------- 

     (e)  the Fixed Assets set forth on Schedule 2.1(e);
                                        --------------- 

     (f)  the Accounts Receivables (including the Closing Date Merchant
          Receivables) and all prepaid expenses of the Merchant Business as at
          the Effective Time;

     (g)  all Authorizations owned, held, or used by the Seller in connection
          with the Merchant Business to the extent transferable;

     (h)  the Books and Records as at the Effective Time (subject to Sections
          2.4 and 13.1);

     (i)  the Transferred Intellectual Property;

     (j)  the supplies used or held for use in the Merchant Business including
          paper drafts, emblems and imprinters; and

     (k)  cash in the amount of the vacation pay accrued to the Closing Date for
          the Transferred Employees.

The Seller agrees to complete such sale by execution and delivery to the
Purchaser, at the Closing, of the General Conveyance Agreement. The Parties
acknowledge that the Purchaser shall have further rights of assignment in
respect of the Assigned Merchant Agreements set out in the Marketing Alliance
Agreement, and shall have the right to cause the equitable assignment referred
to in Section 2.1(a) above to be converted into a legal assignment of such
rights upon notice being given by the Purchaser to the relevant Merchants.

<PAGE>
 
                                      -12-

2.2       Transfer and Assumption of Liabilities.  At the Closing and as of
          --------------------------------------                           
the Effective Time, simultaneously with the transfer of the Assets Sold, the
Seller shall transfer to the Purchaser, and the Purchaser shall assume and agree
thereafter to pay and discharge when due, and, promptly upon request of the
Seller, reimburse the Seller and hold the Seller harmless with respect to, the
Assumed Liabilities.  The Purchaser agrees to complete such assumption by
execution and delivery to the Seller of the General Conveyance Agreement.

2.3       Consents.  The Seller shall use its Commercially Reasonable Efforts to
          --------                                                              
obtain as promptly as practicable any consents required in connection with the
sale, transfer and assignment to the Purchaser of the Assets Sold and the
transfer to and assumption by the Purchaser of the Assumed Liabilities.  If any
required consent is not obtained by the date of the Closing, the Seller and the
Purchaser shall nevertheless continue to pursue such consents and, at the
request of the other Party, shall cooperate in any reasonable arrangement
designed to provide to the Purchaser the benefits under or of any such asset or
property, and to permit the Purchaser to assume full responsibility for any such
Assumed Liabilities, including, but not limited to the actions set forth in
Section 13.2.  Nothing contained in this Agreement or the General Conveyance
Agreement shall be deemed to constitute an assignment or attempted assignment by
the Seller of any agreement or contract if any assignment or attempted
assignment would constitute a breach thereof or give any third party the right
to terminate any such agreement or contract.

2.4       Books and Records.  The Purchaser shall, on the date of the Closing,
          -----------------                                                   
receive the right to possess, and all the Seller's right, title and interest in,
the originals or, in the event the Seller is entitled to keep the originals
pursuant to this Section 2.4 or if the Seller does not have in its possession
such originals, copies, of all Books and Records; provided, however, that the
Seller may retain the originals or copies of such documents as the Seller may
deem reasonably necessary or appropriate for its business; and provided,
further, that any such materials in the Seller's off-site archives need not be
delivered at Closing pursuant to this Agreement unless requested by the
Purchaser, and such materials (or relevant extracts therefrom) instead shall be
provided to Purchaser in accordance with the procedures set forth in Section
13.1.

2.5       New Three Party Agreements.  The Purchaser and the Seller agree to use
          --------------------------
their Commercially Reasonable Efforts to negotiate and enter into agreements
between the Seller, the Purchaser and certain third parties relating to the
conduct of the Merchant Business and as described on Schedule 2.5 (the "Three
                                                     ------------
Party Agreements") on or before Closing such that each of the Purchaser and the
Seller are parties to such agreements in a manner required for the provision of
the services under the Transition Agreement and under the Marketing Alliance
Agreement.

2.6       Licenses and Leases.  On the Closing,
          -------------------                  

     (a)  the Seller and the Purchaser, or an Affiliate of the Purchaser, shall
          enter into a lease in respect of the premises located at 750 Lawrence
          Avenue in Toronto, Ontario in the form acceptable to the Seller and
          the Purchaser acting reasonably;

<PAGE>
 
                                      -13-

     (b)  the Seller and the Purchaser, or an Affiliate of the Purchaser shall
          enter into a License in respect of each of the spaces identified on
          Schedule 2.6(b) substantially in the form of Schedule 2.6(c);
          ---------------                              --------------- 

     (c)  the Seller and the Purchaser shall enter into an assignment and
          assumption agreement in a form acceptable to the Seller and the
          Purchaser acting reasonably, with respect to the Lease.  In addition,
          the Purchaser shall enter into an assumption agreement with the
          landlord under the Lease as required by Section 7 of the executed
          Offer to Lease made in October, 2000.

                                  ARTICLE III

                                  THE CLOSING

3.1       Closing.  The consummation of the sale of the Assets Sold to the
          -------                                                         
Purchaser and the assumption of the Assumed Liabilities by the Purchaser (the
"Closing"), shall be deemed to have occurred concurrently with the closing of
the transactions contemplated by the Stock Purchase Agreement and shall take
place on the tenth Business Day following the later of (i) the Distribution
Date, (ii) 14 calendar days after the date that offers of employment have been
made to all of the Transferred Employees pursuant to Section 4.3, and (iii) the
satisfaction or waiver of all of the conditions set forth in Section 10, or at
such other time as the Parties agree (the "Closing Date").  The Closing shall
take place at such location as the Parties agree.  For purposes of this
Agreement, the "Effective Time" shall be 12:01 a.m. Atlanta, Georgia time on the
day after the Closing Date.  The Seller and the Purchaser agree to use their
Commercially Reasonable Efforts to consummate the Closing on the terms and
subject to the conditions set forth in this Agreement.

                                  ARTICLE IV

         CONSIDERATION FOR ASSETS SOLD AND ASSUMPTION OF LIABILITIES; 
         TRANSITION; TRANSFERRED EMPLOYEES; MERCHANTS AND INDEPENDENT 
                              SALES ORGANIZATIONS

4.1       Consideration.
          ------------- 

     (a)  In consideration for the sale, assignment and transfer of the Assets
          Sold and the Merchant Business and the granting of the Covenant Not to
          Compete and subject to the terms and conditions set forth in this
          Agreement and in reliance on the representations, warranties,
          covenants and agreements of the Parties contained herein, the
          Purchaser will:

            (i)     pay the Seller an amount equal to $136,850,000


<PAGE>
 
                                      -14-

                    (the "Cash Amount"); and

          (ii)      assume the Assumed Liabilities (together with the Cash
                    Amount, the "Purchase Price").

(b)  Tax Matters
     -----------

          (i)       In the event, after the Closing, any taxing authority
                    assesses on the Seller or Purchaser any sales, use, transfer
                    or similar taxes, interest, or penalties relating to the
                    sale of the Assets Sold, the assessed Party shall have the
                    right, at its own expense, in its own name (subject to such
                    restrictions as the other Party may reasonably impose to
                    avoid damage to its relationships with taxing authorities or
                    its prospects of success in connection with other matters
                    pending before such authorities), to contest any such
                    assessments and the other Party shall cooperate with the
                    assessed Party except to the extent that the cooperation
                    would, in the reasonable opinion of the other Party,
                    increase such other Party's taxes.

          (ii)      For greater certainty, the Parties have separately concluded
                    that the Purchaser is acquiring the ownership, possession or
                    the use under this Agreement of all or substantially all of
                    the property that can reasonably be regarded as being
                    necessary for the Purchaser to be capable of carrying on the
                    Merchant Business as a business, all within the meaning of
                    Section 167 of the Excise Tax Act (Canada) and Section 75 of
                    the Act Respecting the Quebec Sales Tax (Quebec). The
                    Parties will use their Commercially Reasonable Efforts in
                    good faith to minimize (or eliminate) any taxes payable
                    under the Excise Tax Act (Canada) and applicable provincial
                    sales tax legislation in respect of the Closing by, among
                    other things, making such elections and taking such steps,
                    including the completion of applicable exemption
                    certificates, as may be provided for under such legislation
                    (including, for greater certainty, making a joint election
                    in a timely manner under Section 167 of the Excise Sales Tax
                    Act (Canada) and Section 75 of the Quebec Sales Tax Act) as
                    may reasonably be requested by the Purchaser or the Seller
                    in connection with the Closing.

          (iii)     To the extent permitted by applicable law, the Purchaser and
                    the Seller agree to elect jointly in the prescribed form
                    under Section 22 of the Income Tax Act (Canada) as to the
                    sale of the Accounts Receivable and to designate in such
                    election an amount equal to the portion of the Purchase
                    Price allocated to Accounts Receivable pursuant to Section
                    4.1(c).

     (c)  Allocation of Cash Amount.  The Seller and the Purchaser agree to
          -------------------------                                        
          allocate the Cash Amount amongst the Assets Sold and the Covenant Not
          to Compete in 

<PAGE>
 
                                      -15-

          accordance with the provisions of Schedule 4.1(c) and to execute and
                                            ---------------       
          file all tax returns on the basis of such allocation.

     (d)  Net Accounts Receivable Adjustments.
          ----------------------------------- 

            (i)     Within 30 days of the last day of the month in which the
                    Closing Date occurs, the Seller will prepare and deliver to
                    the Purchaser a balance sheet of the Merchant Business as at
                    the Closing Date (the "Closing Statement") and a calculation
                    of the Closing Date Net Accounts Receivable (the "Closing
                    Calculation"). The Purchaser will assist and cooperate with
                    the Seller in the preparation of the Closing Statement,
                    including by providing the Seller and its accountants access
                    to the Books and Records and to any other information
                    reasonably necessary to prepare the Closing Statement. The
                    Closing Statement and the Closing Calculation shall be
                    prepared in conformity with GAAP, applied on a basis
                    consistent with the Financial Statements.

            (ii)    The Purchaser shall, within 30 days after the delivery by
                    the Seller of the Closing Statement and the Closing
                    Calculation, complete its review of the Closing Statement
                    and the Closing Calculation. In the event that the Purchaser
                    determines that either the Closing Statement or the Closing
                    Calculation has not been determined on a basis consistent
                    with the requirements of Section 4.1(d)(i), the Purchaser
                    shall inform the Seller in writing (the "Objection"),
                    setting forth a specific description of the basis of the
                    Objection, the adjustments to the Closing Statement or the
                    Closing Calculation which the Purchaser believes should be
                    made, and the Purchaser's calculation of the Closing Date
                    Net Accounts Receivable (the "Purchaser's Net Accounts
                    Receivable Calculation"). Failure to so notify the Seller
                    shall constitute acceptance and approval of the Seller's
                    Closing Calculation.

            (iii)   The Seller shall then have 30 days from the date it receives
                    the Objection to review and respond to the Objection.
                    Failure to so notify the Purchaser shall constitute
                    acceptance and approval of the Purchaser's Objection. If the
                    Seller and the Purchaser are unable to resolve all of their
                    disagreements with respect to the determination of the
                    calculations described in Section 4.1(d)(ii) within 30 days
                    following the completion of the Seller's review of the
                    Objection, after having used their good faith efforts to
                    reach a resolution, they shall refer their remaining
                    differences to Arthur Andersen LLP or another
                    internationally recognized firm of independent public
                    accountants as to which the Seller and the Purchaser
                    mutually agree (the "CPA Firm"), who shall, acting as
                    experts in accounting and not as arbitrators, determine on a
                    basis consistent with the requirements of Section 4.1(d)(i),
                    and only with respect to the specific remaining accounting
                    related differences so submitted, whether and to what
                    extent, if any, the Closing Date Net Accounts Receivable

<PAGE>
 
                                      -16-

                    requires adjustment. The Seller and the Purchaser shall
                    request the CPA Firm to use its best efforts to render its
                    determination within 30 days. The CPA Firm's determination
                    shall be conclusive and binding upon the Seller and the
                    Purchaser. The Seller and the Purchaser shall make
                    reasonably available to the CPA Firm all relevant books and
                    records, any work papers (including those of the parties'
                    respective accountants) and supporting documentation
                    relating to the Closing Statement, the Closing Calculation,
                    the Purchaser's Net Accounts Receivable Calculation and all
                    other items reasonably requested by the CPA Firm.

          (iv)      The Closing Date Net Accounts Receivable (the "Final Net
                    Accounts Receivable") shall ultimately be equal to (i) the
                    Closing Calculation in the event that (x) no Objection is
                    delivered to the Seller during the 30-day period specified
                    above, or (y) the Seller and the Purchaser so agree, (ii)
                    the Purchaser's Net Accounts Receivable Calculation in the
                    event that the Seller does not respond to the Objection
                    within the 30-day period following receipt by the Seller of
                    the Objection, or (iii) the applicable Closing Date Net
                    Accounts Receivable, as adjusted by either (x) the agreement
                    of the Seller and the Purchaser or (y) the CPA Firm. All
                    fees and disbursements of the CPA Firm, if any, shall be
                    shared equally by the Seller and the Purchaser.

          (v)       if the Final Net Accounts Receivable determined in
                    accordance with the procedures set forth above is less than
                    the Closing Date Merchant Receivables, the Purchaser shall
                    pay the amount of such difference to the Seller with
                    interest thereon at the Credit Facility Rate from the day
                    following the Closing Date to the date of payment. The
                    Purchaser shall pay the amounts due under this clause (v) by
                    way of a debit to the Purchaser's account relating to the
                    Credit Facility.

          (vi)      if the Final Net Accounts Receivable determined in
                    accordance with the procedures set forth above is greater
                    than the Closing Date Merchant Receivables, the Seller shall
                    pay the amount of such difference to the Purchaser with
                    interest thereon at the Credit Facility Rate from the day
                    following the Closing Date to the date of payment. The
                    Seller shall pay the amounts due under this clause (vi) by
                    way of a credit to Purchaser's account relating to the
                    Credit Facility.

4.2       Transition Period.  The Purchaser and the Seller agree to use their
          -----------------                                                  
Commercially Reasonable Efforts to effect an orderly transition of the Merchant
Business in accordance with the Transition Agreement to be entered into between
the Parties on the Closing Date, which is in a form acceptable to the Seller and
the Purchaser and incorporating the services and costs schedule and other
matters set forth in Schedule 4.2.
                     ------------ 

<PAGE>
 
                                      -17-

4.3       Employees.
          --------- 

     (a)  The Parties agree as follows with respect to offers of employment to
          employees of the Seller employed in the Merchant Business:

            (i)     At least two weeks prior to the Closing Date, the Purchaser
                    shall cause an Affiliate of the Purchaser to offer full-time
                    employment to those employees of the Seller whose names are
                    listed on Schedule 4.3(a)(i) (the "Transferred Employees")
                              ------------------     
                    as of the Effective Time on terms and conditions which are
                    no less favourable in the aggregate than those in effect for
                    the Transferred Employees immediately prior to the Closing
                    Date.

          (ii)      The terms and conditions of employment offered by the
                    Purchaser's Affiliate to a Transferred Employee shall be as
                    agreed by the Seller and the Purchaser and in any event
                    shall provide, at least for the 12 months after the Closing
                    Date, for (i) no reduction in any Transferred Employees base
                    salary; (ii) no material change in any Transferred
                    Employee's job content or duties; and (iii) no significant
                    geographic relocation of the Transferred Employee.

          (iii)     Offers to Transferred Employees by the Purchaser's Affiliate
                    under this Section 4.3(a) shall be in a form mutually agreed
                    upon by the Seller and the Purchaser.

          (iv)      Subject to the Employee Benefit Plan Agreement, which is
                    substantially in the form of Schedule 4.3(a)(iv), the terms
                                                 ------------------- 
                    and conditions of employment with the Purchaser's Affiliate
                    provided for in offers under this Section 4.3(a) shall
                    remain in effect, without notice of change except for
                    improvements, for Transferred Employees who accept such
                    offers, for a period of at least 12 months following the
                    Closing Date. For greater certainty, the Purchaser's
                    Affiliate may terminate a Transferred Employee's employment
                    during the 12 months following the Closing Date for cause
                    but shall not give notice of termination, other than for
                    cause, prior to the end of such 12 month period.

          (v)       Subject to the last sentence of this Section 4.3(a)(v),
                    where the Purchaser's Affiliate makes offers of employment
                    to Transition Employees, the provisions of this Section
                    4.3(a) shall apply to such offers as if the Transition
                    Employees were Transferred Employees, except that, in the
                    case of an offer to a Transition Employee, references herein
                    to "Effective Time" or "Closing Date" shall be read as
                    references to the date on which the Transition Employee
                    commences employment pursuant to such offer. For the
                    purposes of this Section 4.3(a), the terms and conditions of
                    the employment offered to a Transition Employee by the
                    Purchaser's Affiliate shall be deemed to be no less
                    favourable in the 

<PAGE>
 
                                      -18-

                    aggregate than such Transition Employee's terms and
                    conditions of employment with the Seller immediately prior
                    to the date on which he or she accepts the offer of
                    employment with the Purchaser's Affiliate if the terms and
                    conditions of employment offered by the Purchaser or the
                    Affiliate are the same, except for adjustments to reflect
                    the Transition Employee's actual base salary with the Seller
                    immediately prior to the date on which the offer is made, as
                    the terms and conditions of the offers made hereunder to
                    Transferred Employees.

          (vi)      The Purchaser's Affiliate shall pay awards to those
                    Transferred Employees who, on the Closing Date, participate
                    in the Seller's "Card Products Division Retention Plan" for
                    employees with scarce skills in the amounts and at the times
                    specified in Schedule 4.3(a)(vi) and shall notify the
                                          ----------                     
                    Seller in writing of such payments when they are made. The
                    aggregate amount payable by the Purchaser's Affiliate to
                    Transferred Employees as awards pursuant to the Seller's
                    Card Products Division Retention Plan shall be referred to
                    herein as the "Aggregate Employee Retention Award".

          (vii)     Where a Transferred Employee or a Transition Employee who
                    accepts an offer of employment made pursuant to this Section
                    4.3(a) is unable to report to work at the Effective Time, in
                    the case of a Transferred Employee, or on the date
                    contemplated in the offer for commencing work with the
                    Purchaser's Affiliate, in the case of a Transition Employee,
                    by reason of injury, disability, incapacity, maternity,
                    parental or other authorized leave of absence, such offer
                    shall be effective to cause such Transferred Employee or
                    Transition Employee to become an employee of the Purchaser's
                    Affiliate on the date on which he or she returns to work on
                    regular or reduced hours. Notwithstanding the foregoing, the
                    Purchaser and the Affiliate shall have no obligation to
                    employ a Transferred Employee or Transition Employee who
                    remains on a leave of absence for any reason for at least
                    two years from and including (i) in the case of a
                    Transferred Employee, the Effective Time, or (ii) in the
                    case of a Transition Employee, the date specified in an
                    offer hereunder for commencing employment with the
                    Purchaser's Affiliate.

     (b)  The Seller shall undertake Commercially Reasonable Efforts to maintain
          professional and other staff employees (including, but not limited to,
          the Transferred Employees and the Transition Employees) necessary to
          operate the Merchant Business in the same manner, subject to the
          Transition Agreement, as it operated prior to the date hereof.  Stay
          bonuses set forth on Schedule 4.3(b) shall be paid 50% by the Seller
                               ---------------                                
          and 50% by the Purchaser in accordance with the terms of such
          schedule.

     (c)  The Seller agrees that the Card Products division of the Seller will
          not initiate the transfer of any Transferred Employee to any other
          position within the Card 

<PAGE>
 
                                      -19-

          Products division of the Seller after an offer has been issued to the
          Transferred Employees. The Seller further agrees that the Card
          Products division of the Seller shall not permit the transfer to
          another position with the Seller or an Affiliate thereof of a
          Transferred Employee or Transition Employee who receives an offer of
          employment pursuant to Section 4.3(a) provided that the Seller has
          received notice from the Purchaser or its Affiliate that such
          Transferred Employee or Transition Employee has received such offer.
          The Seller shall not attempt to discourage employees from accepting
          any offer of employment made by the Purchaser's Affiliate. The Seller
          agrees to cooperate with the Purchaser (and not to interfere with the
          efforts of the Purchaser's Affiliate, whether by making competing
          offers of employment or otherwise) in seeking to obtain commitments
          from the Transferred Employees to enter into the employ of the
          Purchaser's Affiliate. Subject to any agreement by the Seller and the
          Purchaser to the contrary, the Seller and all of the Bound Parties
          agree not to employ or re-employ any Transferred Employee who accepts
          an offer of employment from the Purchaser's Affiliate hereunder in
          Canada in the Card Products division of the Seller prior to the expiry
          of 12 months following the Closing Date for Transferred Employees and
          following the date on which they commence employment with the
          Purchaser's Affiliate for Transition Employees. 

     (d)  With respect to Transferred Employees and Transition Employees who
          accept offers of employment with the Purchaser's Affiliate, subject to
          the Employee Benefit Plan Agreement, the Purchaser's Affiliate agrees
          to recognize prior service with the Seller for all purposes.

     (e)  The Seller shall remain responsible for:

          (i)   All liabilities for salary, wages, bonuses, commissions,
                vacation pay and other compensation and all liabilities under
                the Employee Plans with respect to the employment of Transferred
                Employees prior to the Closing Date.

          (ii)  All severance payments, damages for wrongful dismissal and all
                related costs in the event of the termination by the Seller of
                the employment of any employee of the Seller employed in the
                Merchant Business who does not accept the Purchaser's
                Affiliate's offer of employment referred to in Section 4.3(a),
                any Transition Employee who is not offered employment by the
                Purchaser's Affiliate, subject to the provisions of the
                Transition Agreement, and in respect of any other employee of
                the Seller employed in the Merchant Business who is not offered
                a position by Purchaser's Affiliate.

          (iii) All liabilities for claims for injury, disability, death or
                workers' compensation arising from or related to employment: A.
                prior to the date on which he or she commences employment
                pursuant to an offer under Section 4.3(a), for any Transition
                Employee or for any Transferred 

<PAGE>
 
                                      -20-

                Employee; and B. before and after Closing for all other
                employees of the Seller.

                                   ARTICLE V

                  CERTAIN ADDITIONAL AGREEMENTS OF THE SELLER

5.1       Further Assurances.  On and after the Closing Date, the Seller shall
          ------------------                                                  
give such further assurances to the Purchaser and execute, acknowledge and
deliver all such acknowledgements and other instruments and take such further
action as may be reasonably necessary or appropriate to effectuate the
transactions contemplated by this Agreement, including the transfer of the
Assets Sold and assumption of the Assumed Liabilities.

5.2       Seller's Covenant Not To Compete.
          -------------------------------- 

     (a)  In order that the Purchaser may have and enjoy the full benefit of the
          Assets Sold and in consideration of the amount allocated to the
          Covenant Not to Compete as set forth on Schedule 4.1(c) the Seller
                                                  ---------------           
          agrees that neither the Seller nor any Person which is an Affiliate of
          the Seller on the date hereof or at any time hereafter or otherwise
          becomes an Affiliate of the Seller or its Affiliates (except for any
          Affiliate who acquires control of the Seller after the date hereof)
          (collectively, the "Bound Parties") will, except as specifically set
          forth below, for the period from the Closing Date until the later of
          (a) the third anniversary of the Closing Date or (b) one year after
          termination of the Marketing Alliance Agreement (the "Non-Compete
          Period"), solicit or accept Merchant Business or acquire control of
          any Person carrying on a Merchant Business in the Territory.

     (b)  In the event that, during the Non-Compete Period, the Seller shall
          acquire a Person that has a Merchant Business or shall amalgamate with
          a Person that has a Merchant Business, then and, in such event, the
          Seller or the amalgamated entity shall be obligated to sell or
          otherwise divest itself of such Merchant Business within one year
          after the date of such acquisition or amalgamation.  Such sale or
          divestiture shall be subject to Purchaser's rights set forth in
          Section 5.2(d) below.  Notwithstanding the foregoing, during the time
          period between the date of the acquisition or amalgamation and the
          subsequent sale or divestiture, the Seller or the amalgamated entity
          shall be allowed to continue to operate such acquired Merchant
          Business, but all referrals for new Merchant Business shall be
          referred to the Purchaser in accordance with the provisions of the
          Marketing Alliance Agreement.

     (c)  Intentionally Deleted.

     (d)  In the event that during the Non-Compete Period the Seller shall be
          required to divest itself or otherwise sell a Merchant Business in
          accordance with Section 5.2(b) or in the event the Seller shall
          determine to sell such Merchant Business even if not required to do so
          (such required divestiture or determination 

<PAGE>
 
                                      -21-

          to sell, a "Divestiture"), no later than 30 days after being so
          required or making such determination and, in any event, prior to
          contacting any third party purchaser, the Seller shall provide the
          Purchaser with written notice (the "Divestiture Notice") setting forth
          (i) a description of the Merchant Business to be sold and (ii) the
          material terms and conditions of the proposed sale including the price
          (the "Divestiture Price") at which the Seller proposes to offer to
          sell such Merchant Business. The Divestiture Notice shall also contain
          an irrevocable offer ("Divestiture Offer") to sell such Merchant
          Business to the Purchaser at a price equal to the Divestiture Price
          and upon the same terms and conditions as the terms and conditions
          contained in the Divestiture Notice (subject to the provisions of
          clause (B) below). At any time within 30 days after the date of
          receipt by the Purchaser of such Divestiture Notice (the "Divestiture
          Determination Period"), the Purchaser shall have the option to
          exercise its right to purchase such Merchant Business (A) at the
          Divestiture Price and on the same terms and conditions as set forth in
          the Divestiture Offer or (B) if the Divestiture Offer includes any
          consideration other than cash, at the equivalent cash price as
          determined in good faith by the Seller. During the Divestiture
          Determination Period, the Seller shall enable the Purchaser to conduct
          its own due diligence investigation of such Merchant Business in
          connection with the Divestiture Offer. If the Purchaser has not given
          notice of its intention to exercise such right to purchase such
          Merchant Business within the Divestiture Determination Period or the
          parties have not, after negotiating in good faith, entered into a
          binding agreement of purchase and sale for such Merchant Business
          within such 60 days of the Purchaser's response to the Divestiture
          Notice, the Seller shall be free to effect such Divestiture with a
          third party purchaser on terms that are substantially the same in all
          material respects as the terms set forth in the Divestiture Notice. In
          the event of a breach of the foregoing covenant, the Purchaser shall
          have the right, in addition to any remedies that may be available, to
          obtain specific performance of the terms of this covenant. 

    (e)   Notwithstanding the other provisions of this Section 5.2, the Covenant
          Not to Compete shall automatically terminate if the Purchaser breaches
          Section 14.3(c) of the Marketing Alliance Agreement such that neither
          the Purchaser nor any of its Affiliates is able to carry on the
          Merchant Business in the Ordinary Course.

5.3       Compliance with Regulatory Matters.  The Seller agrees to use its
          ----------------------------------                               
Commercially Reasonable Efforts to satisfy as promptly as possible the
regulatory requirements for completing the transactions contemplated by this
Agreement and the Operative Documents and to provide the Purchaser with all such
information regarding the Seller as may be reasonably required by the Purchaser
in order for the Purchaser to satisfy such requirements insofar as such
satisfaction may require filings or other actions on the part of the Purchaser.

5.4       Segregation of Canadian BINs.  After the date hereof, the Seller
          -----------------------------                                    
shall use Commercially Reasonable Efforts to cause, prior to the Closing Date,
the Seller's Canadian BINs (as defined in the Marketing Alliance Agreement) used
in connection with the Merchant 

<PAGE>
 
                                      -22-

Business to be segregated between the Seller's credit card issuing business and
its Merchant Business, and the Purchaser shall pay to the Seller one-half of the
Seller's reasonable out of pocket costs, if any, incurred to complete the
segregation of the BINS contemplated herein (provided that the Seller shall not
incur any such costs without the prior approval of the Purchaser, acting
reasonably). From and after the Closing for so long as the Seller is required to
maintain its records relating to Card transactions, the Purchaser shall, subject
to applicable Laws, have access, on reasonable terms and upon reasonable notice,
to the Seller's books and records relating to Card transactions processed
through the Seller's non-segregated BIN's for the purposes of carrying on the
Merchant Business by the Purchaser in the Ordinary Course.

                                   ARTICLE VI

                 CERTAIN ADDITIONAL AGREEMENTS OF THE PURCHASER

6.1       Compliance with Regulatory Matters.  The Purchaser agrees to use its
          ----------------------------------                                  
Commercially Reasonable Efforts to satisfy as promptly as possible the
regulatory requirements for completing the transactions contemplated by this
Agreement and the Operative Documents, and to provide the Seller with all such
information regarding the Purchaser as may be reasonably required by the Seller
in order for the Seller to satisfy such requirements insofar as such
satisfaction may require filings or other actions on the part of the Seller.

6.2       Intentionally Deleted.

6.3       Purchaser's Covenant Not to Compete.
          ----------------------------------- 

     (a)  In order that the Seller may continue to have and enjoy the benefit of
          its relationships with the Merchants and the Seller Referred Merchants
          with respect to Banking Products, the Purchaser agrees that, subject
          to the provisions of this Section 6.3, neither the Purchaser nor any
          Affiliate of the Purchaser, including Global Payments (except for any
          Person, other than an Affiliate of Global Payments, who may acquire
          control of Global Payments) will:

          (i)   during the Non-Compete Period, offer, introduce or make
                available any Banking Product to a Merchant who is a party to an
                Assigned Merchant Agreement as of the Closing Date (whether or
                not such Merchant subsequently becomes a party to a New Merchant
                Agreement (as defined in the Marketing Alliance Agreement)) or a
                Seller Referred Merchant; or

          (ii)  during the term of the Marketing Alliance Agreement, take any
                other action which would cause a Merchant who is a party to an
                Assigned Merchant Agreement or a Seller Referred Merchant to
                divert away from the Seller some or all such Merchant's or such
                Seller Referred Merchant's, as the case may be, purchases of
                Banking Products.

     (b)  If, at any time during the Non-Compete Period, the Purchaser (either
          alone or in conjunction with a third party) wishes to offer, introduce
          or make available a New 

<PAGE>
 
                                      -23-

          Product to a Merchant or a Seller Referred Merchant using the Bank
          Marks or brand, trade name or trade mark of another Canadian Financial
          Institution, either alone or in conjunction with the Purchaser's or
          its Affiliates' name or trademarks, the Purchaser shall provide a
          notice (a "New Product Notice") to the Seller, at least 60 days in
          advance of offering, introducing or making available such New Product
          in the Territory, in which the Purchaser indicates in reasonable
          detail the key attributes of such proposed New Product including,
          without limitation:

          (i)   a detailed description of the New Product;

          (ii)  the identity of any third party with which the Purchaser has, or
                proposes to have, any contractual obligations with respect to
                such New Products; and

          (iii) the anticipated launch date for the New Product.

     (c)  The Seller shall, within ten Business Days of receiving a New Product
          Notice, provide a notice (a "New Product Reply Notice") to the
          Purchaser in which the Seller shall indicate in reasonable detail the
          key attributes of any products, if any, which are substantially
          similar to the New Product described in the New Product Notice and
          which the Seller offers at such time, or proposes to offer, to the
          Seller's customers including without limitation:

          (i)    a detailed description of such product;

          (ii)   the identity of any third party with which the Seller has, or
                 proposes to have, any contractual obligations with respect to
                 such product;

          (iii)  if not offered at such time, the anticipated launch date for
                 such product; and

          (iv)   whether or not the Seller grants its consent (a "New Product
                 Brand Consent") to the use of the Bank Marks in connection with
                 the marketing of the New Product, if requested by the
                 Purchaser.

     (d)  If, after having received the New Product Reply Notice,

          (i)   the Purchaser wishes to offer the New Product to a Merchant or a
                Seller Referred Merchant; and

          (ii)  the Seller has not given a New Product Brand Consent to the
                Purchaser in connection with such New Product;

          then:

          (iii) the Purchaser may offer, at any time, such New Product to such
                Merchants or the Seller Referred Merchants, but only by using a
                brand, 

<PAGE>
 
                                      -24-

                trade name or trade marks other than the Bank Marks and other
                than a brand, trade name or trade mark of another Canadian
                Financial Institution, either alone or in conjunction with the
                Purchaser's or its Affiliates' name or trade marks, so long as
                such offer does not contravene or violate the provisions of any
                Operative Document; and

          (iv)  the Seller may offer, at any time, a product which competes with
                the New Product to such Merchants or the Seller Referred
                Merchants and which uses, alone or in conjunction with, the Bank
                Marks or such other marks for which the Seller has a right to
                use, so long as such offer does not contravene or violate the
                provisions of any Operative Document.

     (e)  Notwithstanding anything to the contrary contained in this Agreement,
          the Purchaser covenants and agrees that neither the Purchaser nor any
          Affiliate of the Purchaser  will offer, introduce or make available
          any New Product that is branded or contains any of the Bank Marks or
          other trade marks of the Seller or third party marks otherwise
          currently used under contract or agreement by the Seller on an
          exclusive basis (provided the Purchaser has been notified that the
          Seller has such exclusivity) without obtaining the prior written
          consent of the Seller.

     (f)  If any dispute, question or difference arising out of or in relation
          to the interpretation or application of the provisions of this Section
          6.3 shall be deemed to be a Dispute (as defined in the Marketing
          Alliance Agreement), such Dispute shall be resolved in accordance with
          the Dispute resolution procedures set forth in Section 23 of the
          Marketing Alliance Agreement.

     (g)  Notwithstanding the other provisions of this Section 6.3, the
          Purchaser's non-competition covenants set out in this Section 6.3
          shall automatically terminate if the Seller breaches Section 14.2(c)
          of the Marketing Alliance Agreement such that neither the Seller nor
          any of its Affiliates is able to carry on its business in the Ordinary
          Course.

6.4       Further Assurances.  On and after the Closing Date, the Purchaser
          ------------------                                               
shall give such further assurances to the Seller and execute, acknowledge and
deliver all such acknowledgements and other instruments and take such further
action as may be reasonably necessary or appropriate to effectuate the
transactions contemplated by this Agreement, including the transfer of the
Assets Sold and assumption of the Assumed Liabilities.

                                  ARTICLE VII

                 REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants as follows to the Purchaser and acknowledges
and confirms that the Purchaser is relying upon the following representations
and warranties in connection 

<PAGE>
 
                                      -25-

with the purchase by the Purchaser of the Assets Sold and the assumption by the
Purchaser of the Assumed Liabilities.

7.1       Organization.  The Seller is a bank governed by the Bank Act (Canada).
          ------------               
The Seller has all requisite corporate power to own and carry on the Merchant
Business. The Seller is duly qualified, licenced or registered to carry on the
Merchant Business in the jurisdictions in which its ownership of the Assets Sold
or the conduct of the Merchant Business makes such qualification necessary or
where the Seller owns or leases any material properties or assets or conducts
any material business relating to the Merchant Business, except jurisdictions in
which the failure to be so qualified, licenced or registered would not,
individually or in the aggregate, reasonably be expected to result in a Seller
Material Adverse Effect.

7.2       Authority.  The Seller has the corporate power and authority to enter
          ---------                                                            
into and perform its obligations under this Agreement and each of the Operative
Documents and to effect the transactions contemplated hereby and thereby. The
execution, delivery and performance of the Operative Documents have been
approved by all requisite corporate action on the part of the Seller, and,
assuming this Agreement constitutes the legally valid and binding agreement of
the Purchaser, this Agreement constitutes (and each other Operative Document,
when executed and delivered pursuant hereto, will constitute) a legally valid
and binding obligation of the Seller enforceable in accordance with its terms,
subject only to any limitation under applicable Laws relating to bankruptcy,
insolvency, reorganization, moratorium and other similar Laws relating to or
affecting creditors' rights generally and the discretion that a court may
exercise in the granting of equitable remedies (whether considered in a
proceeding in equity or at law).

7.3       Legal Proceedings.  Except as set forth on Schedule 7.3, there are no
          -----------------                          ------------              
actions, suits or proceedings pending or, to the Knowledge of the Seller,
threatened against the Merchant Business or to which the Assets Sold are subject
that claim damages in excess of $75,000.

7.4       No Violations.  Except as set forth in Schedule 7.4, the execution,
          -------------                          ------------                
delivery and performance by the Seller of the Operative Documents will not (i)
violate, conflict with, result in a breach of or constitute a default under
(with or without notice or lapse of time or both) any agreement, indenture,
mortgage or lease to which the Seller is a party or by which the Seller or its
properties are bound; (ii) constitute a violation by the Seller of any Laws,
(iii) violate the membership agreements between the Seller and the Card
Associations or between the Seller and the Network Organizations, (iv) violate,
conflict with, or allow any other Person to exercise any rights under, any of
the terms or provisions of its constituting documents or by-laws or any
contracts or instruments to which it is a party or pursuant to which the
Merchant Business or the Assets Sold is subject, (v) violate any order,
judgment, injunction or decree of any court, arbitrator, or Governmental Entity
against or binding upon the Seller, and/or (vi) result in a breach of, or cause
the termination or revocation of any Authorization held by the Seller which is
necessary to the ownership of the Assets Sold or the operation of the Merchant
Business, other than, in each of the preceding clauses (i) through (v), such
violations, conflicts, breaches and defaults and exercises of rights as would
not reasonably be expected to have, either individually or in the aggregate, a
Seller Material Adverse Effect.

<PAGE>
 
                                      -26-

7.5       Financial Information.  The Books and Records have been fully,
          ---------------------                                         
properly and accurately kept and completed in all material respects.  The
Financial Statements and the Interim Financial Statements set out in Schedule
                                                                     --------
7.5 have been prepared in accordance with GAAP on a basis consistent with those
---                                                                            
of previous periods and present fairly:

          (i)   the assets, liabilities and the financial position of the
                Merchant Business as of the respective dates of the relevant
                balance sheets; and

          (ii)  the sales, expenses and earnings of the Seller relating to the
                Merchant Business during the periods covered by the Financial
                Statements or Interim Financial Statements, as the case may be.

7.6       Assets Sold.  The Seller has legal and beneficial ownership of the
          -----------                                                       
Assets Sold free and clear of all Liens except Permitted Liens. Upon
consummation of the transactions contemplated by this Agreement and subject to
the receipt of the consents and authorizations referred to in Sections 7.10 and
7.12, the Purchaser will acquire good title to or the legally enforceable right
to use, as the case may be depending upon the nature of the applicable Asset
Sold and subject to the Permitted Liens, all the properties and assets included
in the Assets Sold.

7.7       Agreements.  Except as set forth on Schedule 7.7, the Seller has:  (a)
          ----------                          ------------                      
performed in a timely manner and in all material respects all obligations
required to be performed by it to date under the terms of the Assigned Merchant
Agreements or the Third Party Vendor Agreements hereunder; (b) not, to the
Knowledge of the Seller, received any notice of default or termination from any
party to any Assigned Merchant Agreement or Third Party Vendor Agreement or, any
notice of fraud by or bankruptcy or insolvency of any party to any such
agreement; (c) not given notice of its election to terminate any Assigned
Merchant Agreement or Third Party Vendor Agreement; and (d) not breached in any
material respect any of the Assigned Merchant Agreements or Third Party Vendor
Agreements.

7.8       Employees.  Except as set forth in Schedule 7.8, with respect to the
          ---------                          ------------                     
Merchant Business and the employees of the Merchant Business:

     (a)  The Seller is in compliance with all Laws respecting employment and
          employment practices, terms and conditions of employment, pay equity
          and wages and hours of work;

     (b)  The Seller has not and is not engaged in any unfair labor practice and
          no unfair labor practice complaint, grievance or arbitration
          proceeding is pending or, to the knowledge of the Seller, threatened
          against the Seller;

     (c)  There are no collective bargaining agreements in force with respect to
          any of the Transferred Employees.  No collective bargaining agreement
          is currently being negotiated by the Seller with respect to the
          Transferred Employees.  There is no labor strike, dispute, work
          slowdown or stoppage pending or involving or, to the Knowledge of the
          Seller, threatened against the Seller.  No trade union has applied to
          have the Seller declared a related employer pursuant to the Canada

<PAGE>
 
                                      -27-

          Labour Code, the Labour Relations Act (Ontario) or any similar
          legislation in any jurisdiction in which the Seller carries on
          business;

     (d)  All amounts due or accrued due for all salary, wages, bonuses,
          commissions, vacation with pay, pension benefits or other employee
          benefits are reflected in the Financial Statements as of the dates
          thereof; and

     (e)  Schedule 7.8(e)(1) is a correct and complete list of each employee of
          ------------------                                                   
          the Seller in the Merchant Card Services division of the Seller,
          whether actively at work or not, their salaries, wage rates,
          commissions and consulting fees, bonus arrangements, benefits,
          positions, ages, status as full-time or part-time employees and length
          of service as of the date of this Agreement.  No employee of the
          Merchant Business has any agreement as to length of notice or
          severance payment required to terminate his or her employment that
          would provide for a greater entitlement than would be provided for
          pursuant to the severance policy of the Seller set forth on Schedule
                                                                      --------
          7.8(e)(2).
          --------- 

7.9       Employment Plans.
          ---------------- 

     (a)  Schedule 7.9 lists and describes all Employee Plans relating to
          ------------                                                   
          employees who are employed by the Seller in the Merchant Business.
          The Seller has furnished to the Purchaser true, correct and complete
          copies of all the current plan summaries and employee booklets
          applicable to employees of the Seller who are employed in the Merchant
          Business for such Employee Plans.

     (b)  No commitments to improve or otherwise amend any Employee Plan with
          respect to employees of the Seller who are employed in the Merchant
          Business have been made by the Seller.

     (c)  All employee data provided by the Seller to the Purchaser is true and
          correct as of the date of this Agreement and the Seller will notify
          the Purchaser of any changes thereto.

     (d)  The Employee Plans have been maintained in compliance with their terms
          and with the requirements prescribed by all applicable Laws and are in
          good standing with such applicable Laws.

7.10      Required Consents.  The Third Party Vendor Agreements and, to the
          -----------------                                                
Seller's Knowledge, the Assigned Merchant Agreements set forth on Schedule 7.10
                                                                  -------------
are the only agreements included in the Assets Sold that contain provisions
requiring the consent of the relevant parties thereto for the assignment by the
Seller of rights and interests thereunder.

7.11      Compliance with Laws.  Except as set forth on Schedule 7.11, the
          --------------------                          -------------     
Merchant Business is not in violation of any Law or any Association Rules or
Clearing System Rules (as defined in the Marketing Alliance Agreement)
applicable to the Assets Sold or the Merchant Business in each jurisdiction in
which the Merchant Business is conducted, other than violations 

<PAGE>
 
                                      -28-

which, individually or in the aggregate, would not reasonably be expected to
result in a Seller Material Adverse Effect. Within the past twelve months,
except as set forth in Schedule 7.11, the Seller has not received notice from
                       -------------  
any Network Organization or Card Association that the Seller is not in
compliance with any Association Rules or Clearing System Rules and has not
received notice of the assessment of any fines or penalties due to a Card
Association or Network Organization.

7.12      Authorizations.  Except as set forth on Schedule 7.12 and except as
          --------------                          -------------              
would not reasonably be expected to have a Seller Material Adverse Effect, no
Authorization is required to be obtained or made by or with respect to the
Seller to authorize, or for the Seller to execute, deliver and perform, in
connection with the execution, delivery or performance by the Seller of, the
Operative Documents or the consummation of the transactions contemplated hereby
or thereby.  Except as set forth on Schedule 7.12 and except as would not
                                    -------------                        
reasonably be expected to have a Seller Material Adverse Effect, all
Authorizations necessary for the conduct by the Seller of the Merchant Business
have been issued or granted to the Seller and all such Authorizations are in
full force and effect.

7.13      Material Adverse Changes.  Since the Interim Balance Sheet Date, there
          ------------------------                                              
has not been any  change in the operations or financial condition of the Assets
Sold or the Merchant Business and no event has occurred or circumstances exist
which could reasonably be expected to result in a Seller Material Adverse
Effect.

7.14      Assigned Merchant Agreements.  The Seller represents and warrants that
          ----------------------------                                          
it has delivered to the Purchaser a full and accurate list of all Merchants
effective as of October 27, 2000.  Schedule 7.14(a) represents an accurate list
                                   ----------------                            
of major VISA Merchants, or merchant locations which are aggregated for purposes
of the Seller's business reporting (including (i) Merchants which are legal
entities; (ii) business divisions of such Merchants; (iii) subsidiaries of such
Merchants; (iv) franchisees of merchants which are franchisors; and (v) members
of associations) as of May 31, 2000 representing not less than 60% of the total
gross VISA purchase dollar volume of the Merchant Business for the twelve month
period then ended (the "Major Merchants List").  Schedule 7.14(a) shall be
                                                 ----------------         
updated as of the date which is two Business Days prior to the Closing Date to
reflect any Merchants that are no longer subject to Merchant Agreements.  Except
as set forth on Schedule 7.14(b), all Merchants or business entities which are
                ----------------                                              
associated with such major VISA Merchants set out on the Major Merchants List
are subject to valid and binding written Merchant Agreements.  Schedule 7.14(c)
                                                               ----------------
contains a true and accurate copy of each version of the pro forma Merchant
Agreement used by the Seller and presently in effect for Merchants of the
Seller.  All Merchant Agreements were created by the Seller in accordance with
its then current customary credit review and acceptance criteria for the
Merchant Business, which in all cases was in compliance with rules and
regulations of the Card Associations and Network Organizations.  To the Seller's
Knowledge, all of the Merchants other than the Merchants listed on the Major
Merchants List are bound by and subject to a valid and binding written Merchant
Agreement.

7.15      Independent Sales Organization Agreements.  The agency agreement with
          -----------------------------------------                            
Merchant Card Acceptance Corp. is the only Independent Sales Organization of the
Seller relating to the Merchant Business.  The Seller has no outstanding
obligations to make payments 

<PAGE>
 
                                      -29-

to Merchant Card Acceptance Corp. for referring, soliciting, or servicing any
Merchant or for any other reason whatsoever, other than obligations in the
Ordinary Course of the Merchant Business and which are not Assumed Liabilities.

7.16      Taxes.  The Seller is not a non-resident of Canada within the meaning
          -----                                                                
of the Income Tax Act (Canada).

7.17      Assets Sold.  Subject to the provisions of Section 13.2, the Assets
          -----------                                                        
Sold, together with the items set forth on Schedule 7.17, include the material
                                           -------------                      
assets, agreements and property necessary to enable the Purchaser to carry on
the Merchant Business at the Effective Time substantially in the manner as it
was conducted by the Seller prior to the Closing.  The assets set forth on or
reflected on the Interim Financial Statement, other than assets acquired since
the Interim Balance Sheet Date or sold, transferred or otherwise disposed of in
the Ordinary Course or otherwise in accordance with this Agreement since the
Interim Balance Sheet Date are included in the Assets Sold.

7.18      Intellectual Property.
          --------------------- 

     (a)  The list set forth on Schedule 7.18(a) sets out all registered trade
                                ----------------                              
          marks, trade names, business names, copyrights, and any pending
          applications for the registration of such intellectual property, and
          any application software owned or used by the Seller primarily in
          connection with the Merchant Business (the "Merchant Business
          Software") other than software which:

          (1)       is a standard business office application installed on a
                    desktop platform, or which is, or operates in connection
                    with, a version of the Microsoft Windows operating system
                    software (eg. Microsoft Word or Excel); or

          (2)       satisfies both of the following two conditions:

                         (i)  is installed on a mid-range platform (including an
                              IBM AS/400 or RS/6000), or a mainframe platform
                              (including IBM or Tandem); and

                         (ii) is software which is, or is used as, a tool or
                              utility to support, maintain, develop, or test the
                              Merchant Business Software, or other software used
                              in connection with the Merchant Business Software;
                              or

          (3)       is invoked, directly or indirectly, by one or more call
                    procedures or sub-routines during the operations of any of
                    the Merchant Business Software.

     (b)  Except as set forth in Schedule 7.18(b):
                                 ---------------- 

             (i)    the Seller is the beneficial owner of the Transferred
                    Intellectual Property and of the Licenced Trademarks free
                    and clear of all Liens;

<PAGE>
 
                                      -30-

             (ii)   the Seller is not a party to, or bound by, any contract or
                    other obligation whatsoever that limits or impairs its
                    ability to sell, transfer, assign or convey, or that
                    otherwise affects, the Transferred Intellectual Property;

             (iii)  the Seller is not a party to, or bound by, any contract or
                    other obligation whatsoever that limits or impairs its
                    ability to grant to Purchaser the rights to the Licenced
                    Trademarks that are set forth in the Trademark Licence
                    Agreement;

             (iv)   no Person has been granted any interest in, or right to use
                    all or any portion of, the Transferred Intellectual
                    Property;

             (v)    to the Knowledge of the Seller, and as at the date hereof,
                    the Transferred Intellectual Property does not infringe and
                    is not being infringed by the registered trade marks,
                    licences, trade names, business names, copyright or other
                    intellectual property rights in the Territory of any other
                    Person; and

             (vi)   to the Knowledge of the Seller, and as at the date hereof,
                    no suit, action, proceeding, judgment, order, injunction or
                    decree is pending or outstanding that challenges the
                    validity of, or any right of the Seller to use, any of the
                    Transferred Intellectual Property or Licenced Trademarks.

7.19      Conduct of Business in Ordinary Course.  Except as set forth on
          --------------------------------------                         
Schedule 7.19, since the Interim Balance Sheet Date, the Merchant Business has
-------------                                                                 
been carried on in the Ordinary Course.  Without limiting the generality of the
foregoing, since the Interim Balance Sheet Date the Seller has not:

             (i)    Sold, transferred or otherwise disposed of any of the Assets
                    Sold except for Assets Sold which are obsolete and which
                    individually or in the aggregate do not exceed $50,000,

             (ii)   Made any capital expenditure or commitment therefor for
                    point of sale terminals used in connection with the Merchant
                    Business that exceeded $100,000 in the aggregate and made
                    any other capital expenditure or commitment therefor in
                    respect of the Merchant Business that exceeded $100,000,
                    individually or in the aggregate;

             (iii)  Discharged any secured or unsecured obligation or liability
                    (whether accrued, absolute, contingent or otherwise)
                    relating to the Merchant Business that individually or in
                    the aggregate exceeded $10,000;

             (iv)   Increased its indebtedness for borrowed money or made any
                    loan or advance, or assumed, guaranteed or otherwise became
                    liable with respect 

<PAGE>
 
                                      -31-

                    to the liabilities or obligation of any Person in connection
                    with the Merchant Business;

             (v)    Made any bonus or profit sharing distribution or similar
                    payment of any kind to any Person in connection with the
                    Merchant Business except in the Ordinary Course;

             (vi)   Removed, transferred or agreed to transfer any officer or
                    any other senior employee of the Merchant Card Services
                    division of the Seller, except as contemplated under this
                    Agreement and the Operative Documents;

             (vii)  Written off as uncollectible any Accounts Receivable which
                    individually or in the aggregate exceed $360,000;

             (viii) Granted any increase in the rate of wages, salaries, bonuses
                    or other remuneration of employees of the Merchant Business
                    except in the Ordinary Course;

             (ix)   Suffered any loss in respect of the Merchant Business or any
                    of the Assets Sold in excess of $50,000, whether or not
                    covered by insurance;

             (x)    Suffered any material shortage or any cessation or
                    interruption of inventory shipments, supplies or ordinary
                    services in connection with the Merchant Business;

             (xi)   Cancelled or waived any claims or rights in connection with
                    the Merchant Business which, individually or in the
                    aggregate, exceed $50,000;

             (xii)  Compromised or settled any material litigation, proceeding
                    or other governmental action relating to the Assets Sold or
                    the Merchant Business;

             (xiii) Cancelled or reduced any of its insurance coverage on the
                    Merchant Business or any of the Assets Sold;

             (xiv)  Permitted any of its facilities to be shut down for any
                    period of time in excess of 12 hours; or

             (xv)   Authorized, agreed or otherwise committed, whether or not in
                    writing, to do any of the foregoing.

7.20      Accounts Receivable.  All Accounts Receivable have arisen from bona
          -------------------                                                
fide transactions and, to the Knowledge of the Seller, are collectible without
set-off or counterclaim.

7.21      Condition of Tangible Assets.  To the Knowledge of the Seller, the
          ----------------------------                                      
Terminal Equipment and other tangible personal property of the Seller which are
included in the Assets 

<PAGE>
 
                                      -32-

Sold, including but not limited to the items listed on Schedule 2.1(e), are in
                                                       ---------------
good operating condition and repair, normal wear and tear excepted, and none of
such property is in need of maintenance or repairs except for routine
maintenance and repairs in the Ordinary Course.

7.22      Leases.  The Seller is not a party to, or under any agreement to
          ------                                                          
become a party to, any leases with respect to real property which is used or to
be used in the Merchant Business, other than the Lease and the leases relating
to the properties described in Schedule 2.6(b).  The Lease is in good standing,
                               ---------------                                 
creates a valid leasehold estate in the Leased Property thereby demised and is
in full force and effect without amendment.  With respect to the Lease (i) all
rents and additional rents or fees due to date have been paid , (ii) no waiver,
indulgence or postponement of the lessee's or licencees obligations has been
granted by the lessor or licensor, (iii) to the Seller's Knowledge, there exists
no event of default or event, occurrence, condition or act which, with the
giving of notice, the lapse of time or the happening of any other event or
condition, would become a default under the Lease, and (iv) to the Knowledge of
the Seller, all of the covenants to be performed by any other party under the
Lease have been fully performed.  The Leased Property is adequate and suitable
for the purposes for which it is presently being used and the Seller has
adequate rights of ingress and egress into each of the Leased Property for the
operation of the Merchant Business in the Ordinary Course.  Schedule 2.1(b)(2)
                                                            ------------------
describes the Lease, including a description by municipal address.

7.23      No Brokers' or Other Fees.  Except with respect to CIBC World Markets
          -------------------------                                            
Corp., no broker, finder or investment banker is entitled to any fee or
commission in connection with the transactions contemplated hereby based upon
arrangements made by or on behalf of the Seller.

7.24      Environmental Matters.  To the Knowledge of the Seller, the Leased
          ---------------------                                             
Property contains no hazardous substances, including but not limited to
asbestos, PCB's, urea formaldehyde or radioactive material save as permitted by
applicable environmental Law.  For purposes of this Section 7.24, it is
understood that, to constitute "reasonable inquiry" as used in "Knowledge of the
Seller", there shall be no duty to conduct sampling or analysis of any
environmental medium, building material or other substance.

7.25      Intentionally Deleted.

7.26      Processing System and Software.  The merchant processing systems and
          ------------------------------                                      
software currently used by the Seller or its Affiliates in operating the
Merchant Business are functioning properly, calculating correctly, and have had
no material operating problems within the 90 days prior to the date hereof, and
are Year 2000 Compliant.

7.27      Terminal Equipment.  Since the Interim Balance Sheet Date, there has
          ------------------                                                  
been no change to the inventory levels and book value of the Terminal Equipment
where such change would reasonably be expected to have a Seller Material Adverse
Effect.

7.28      Workers' Compensation.  The Merchant Business is not subject to
          ---------------------                                          
regulation by the Ontario Workplace Safety and Insurance Board.

<PAGE>
 
                                      -33-

7.29      Seller Data Room Materials.
          -------------------------- 

     (a)  Schedule 7.29(a) is a copy of the Merchant Card Services Technology
          ----------------                                                   
          Overview, which correctly presents, in all material respects, the
          technological environment that supported the Merchant Business as at
          December 2, 1999.

     (b)  Schedule 7.29(b) is a copy of the Cost Center analysis, and the
          ----------------                                               
          information contained therein is a true and complete in all material
          respects and correctly represents the actual costs of the Seller
          related to the operations of the Merchant Business for the period from
          November 1, 1999 to May 31, 2000.

     (c)  Schedule 7.29(c) is a copy of the CIBC Merchant Card Services IT
          ----------------                                                
          Services Review prepared by PCC Limited, and the information contained
          therein is an assessment of, and describes, the material attributes of
          the back office systems of the Merchant Business as at July 12, 2000.

     (d)  Schedule 7.29(d) is a copy of the CIBC Merchant Card Services Web
          ----------------                                                 
          Enablement Readiness Assessment, Phase I prepared by IBM, and the
          information contained therein is true and complete in all material
          respects.

     (e)  Schedule 7.29(e) is a draft copy of the Database Structure of the back
          ----------------                                                      
          office systems of the Merchant Business, and the information contained
          therein is true and complete in all material respects.

     (f)  Schedule 7.29(f) is a copy of the ISO Host Interface Base 24
          ----------------                                            
          Functional Specifications prepared by Self Service Delivery Systems,
          and the information contained therein is true and complete in all
          material respects as at August 3, 2000.

     (g)  Schedule 7.29(g) is a copy of the Point of Sale IBM GSA 4680
          ----------------                                            
          Credit/Debit Internal Design prepared by Self Service Delivery
          Systems, and the information contained therein is true and complete in
          all material respects as to August 4, 2000.

     (h)  Schedule 7.29(h) is a copy of the organization chart for the
          ----------------                                            
          Application Development Group of the Merchant Business, and the
          information contained therein is true and complete in all material
          respects.

     (i)  Schedule 7.29(i) is a copy of the Organization Chart of the Product
          ----------------                                                   
          Development Group of the Merchant Business, and the information
          contained therein is true and complete in all material respects.

     (j)  Schedule 7.29(j) is a description of the Merchant Life Cycle
          ----------------                                            
          Automation, and the information contained therein is true and complete
          in all material respects.

<PAGE>
 
                                      -34-

     (k)  Schedule 7.29(k) is a copy of the Merchant Card Services 2001
          ----------------                                             
          Initiatives Executive Briefing, and the information contained therein
          is true and complete in all material respects.

     (l)  Schedule 7.29(l) is a copy of the Point of Sale Terminal Description
          ----------------                                                    
          Manual for Interac Debit/Credit 757 Terminal Applications prepared by
          Retail Delivery Systems, and the information contained therein is true
          and complete in all material respects as at July 17, 2000.

     (m)  Schedule 7.29(m) is a true and correct description of the Moss System,
          ----------------                                                      
          ROC System and the Call Tracker System, (collectively, the "Systems"),
          and the Systems have adequate capacity to support the existing
          Merchants in a manner consistent with the Ordinary Course of the
          Merchant Business.

     (n)  The information set out on Schedule 7.29(n) describes the Seller's
                                     ----------------                       
          communication rate in respect of the Merchant Business as at July 31,
          2000.

     (o)  The information set out on Schedule 7.29(o) regarding voice
                                     ----------------                
          authorization, voice settlements and the current processing
          environment is true and complete in all material respects.

     (p)  Schedule 7.29(p) is a copy of the technology overview for the Merchant
          ----------------                                                      
          Business, and the information contained therein is true and complete
          in all material respects.

     (q)  Schedule 7.29(q) is the Transit and Headcount Report and the
          ----------------                                            
          information contained therein is true and complete in all material
          respects as of May 31, 2000;

     (r)  Schedule 7.29(r) is the Merchant Card Services Fiscal 1999 Revenue
          ----------------                                                  
          Calendarization and information contained therein is true and complete
          in all material respects as of March 31, 2000;

     (s)  Schedule 7.29(s) is the Variance Explanation and information contained
          ----------------                                                      
          therein is true and complete in all material respects;

     (t)  Schedule 7.29(t) is the Merchant Card Services Revenue Calendarization
          ----------------                                                      
          and information contained therein is true and complete in all material
          respects as of March 31, 2000;

     (u)  Schedule 7.29(u) is the Pro Forma Income Statement and information
          ----------------                                                  
          contained therein is true and complete in all material respects as of
          March 31, 2000;

     (v)  Schedule 7.29(v) is the Timeline for Monthly Change and information
          ----------------                                                   
          contained therein is true and complete in all material respects as of
          March 31, 2000;

     (w)  Schedule 7.29(w) is the Depreciation Schedule and information
          ----------------                                             
          contained therein is true and complete in all material respects as of
          March 31, 2000;

<PAGE>
 
                                      -35-

     (x)  Schedule 7.29(x) is the List and Analysis of Equipment Rentals and
          ----------------                                                  
          information contained therein is true and complete in all material
          respects as of March 31, 2000.

                                 ARTICLE VIII

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER, NATIONAL DATA CORPORATION AND
                                GLOBAL PAYMENTS

          The Purchaser represents and warrants as follows to the Seller and
acknowledges and confirms that the Seller is relying upon the following
representations and warranties in connection with the sale by the Seller of the
Assets Sold and the assumption by the Purchaser of the Assumed Liabilities.

8.1       Organization.  The Purchaser is a corporation duly organized and
          ------------                                                    
validly existing under the laws of the State of New York.  The Purchaser has all
requisite corporate power to own and to carry on its business as now being
conducted and is duly qualified, licenced or registered to carry on its business
in the jurisdictions in which the ownership of its property or the conduct of
its business makes such qualification necessary or where the Purchaser owns or
leases any material properties or assets or conducts any material business,
except jurisdictions in which the failure to be so qualified, licenced or
registered would not, individually or in the aggregate, reasonably be expected
to result in a Purchaser Material Adverse Effect.  The Purchaser is a registrant
under the Excise Tax Act (Canada) and the Act Respecting the Quebec Sales Tax
(Quebec).

8.2       Authority.  The Purchaser has the corporate power and authority to
          ---------                                                         
enter into and perform its obligations under this Agreement and each of the
Operative Documents to which it is a party and to effect the transactions
contemplated hereby and thereby.  The execution, delivery and performance of the
Operative Documents to which it is a party have been approved by all requisite
corporate action on the part of the Purchaser, and, assuming this Agreement
constitutes the legally valid and binding agreement of the Seller, this
Agreement constitutes (and each other Operative Document to which it is a party,
when executed and delivered pursuant hereto, will constitute) a legally valid
and binding obligation of the Purchaser, enforceable in accordance with its
terms, subject only to any limitation under applicable Laws relating to
bankruptcy, insolvency, reorganization, moratorium and other similar Laws
relating to or affecting creditors' rights generally and the discretion that a
court may exercise in the granting of equitable remedies (whether considered in
a proceeding in equity or at law).

8.3       Legal Proceedings.  Except as set forth on Schedule 8.3, there are no
          -----------------                          ------------              
actions, suits or proceedings pending or, to the Knowledge of the Purchaser,
threatened against the Purchaser that claim damages in excess of $75,000.

8.4       No Violations.  Except as set forth in Schedule 8.4, the execution,
          -------------                          ------------                
delivery and performance by the Purchaser of the Operative Documents to which it
is a party will not (i) violate, conflict with, result in a breach of or
constitute a default under (with or without notice or lapse of time or both) any
agreement, indenture, mortgage or lease to which the Purchaser is a 

<PAGE>
 
                                      -36-

party or by which the Purchaser or its properties are bound; (ii) constitute a
violation by the Purchaser of any Laws, (iii) violate any order, judgment,
injunction or decree of any court, arbitration, or Governmental Entity against
or binding upon the Seller; (iv) result in a breach of, or cause the termination
or revocation of any Authorization held by the Purchaser which is necessary to
the ownership of its properties or the operation of its businesses, and/or (v)
violate, conflict with, or allow any other Person to exercise any rights under
any of the terms or provisions of the Certificate of Incorporation or By-laws
(or similar governing documents) of the Purchaser or any contracts or
instruments to which it is a party or pursuant to which any of its assets or
properties is subject, other than, in each of the preceding clauses (i) through
(v), such violations, conflicts, breaches and defaults and exercises of rights
as would not reasonably be expected to have, either individually or in the
aggregate, a Purchaser Material Adverse Effect.

8.5       Purchaser's Ownership.  As of the date of this Agreement, the
          ---------------------                                        
Purchaser is a wholly owned subsidiary of National Data Corporation, a Delaware
Corporation, and, as of the Closing Date, the Purchaser will be a wholly owned
subsidiary of Global Payments.

8.6       Authorizations.  Except as set forth on Schedule 8.6 and except as
          --------------                          ------------              
would not reasonably be expected to have a Purchaser Material Adverse Effect, no
Authorization is required to be obtained or made by or with respect to the
Purchaser to authorize, or for the Purchaser to execute, deliver and perform, in
connection with the execution, delivery or performance by the Purchaser of, the
Operative Documents or the consummation of the transactions contemplated hereby
or thereby.  Except as set forth on Schedule 8.6 and except as would not
                                    ------------                        
reasonably be expected to have a Purchaser Material Adverse Effect, all
Authorizations necessary for the conduct by the Purchaser of its businesses have
been issued or granted to the Purchaser and all such Authorizations are in full
force and effect.

8.7       Compliance with Laws.  Except as set forth on Schedule 8.7, the
          --------------------                          ------------     
Purchaser is not in violation of any Law, or any Association Rules or Clearing
System Rules (as defined in the Marketing Alliance Agreement) applicable to its
business or its properties in each jurisdiction in which it carries on business
or will carry on business pursuant to the Operative Documents at the time it
commences to carry on such business, other than violations which, individually
or in the aggregate, would not reasonably be expected to result in a Purchaser
Material Adverse Effect.  Within the past twelve months and except as set forth
on Schedule 8.7, the Purchaser has not received notice from any Network
   ------------                                                        
Organization or Card Association that the Purchaser is not in compliance with
any Association Rules or Clearing System Rules and has not received notice of
the assessment of any fines or penalties due from the Purchaser to a Card
Association or Network Organization.

8.8       Material Adverse Changes.  Since August 31, 2000, there has not been
          ------------------------                                            
any change in the operations or financial condition of the Purchaser and no
event has occurred or circumstances exist which could reasonably be expected to
result in a Purchaser Material Adverse Effect.

8.9       No Brokers' or Other Fees.  Except with respect to Goldman, Sachs &
          -------------------------                                          
Co., no broker, finder or investment banker is entitled to any fee or commission
in connection with the 

<PAGE>
 
                                      -37-

transactions contemplated hereby based upon arrangements made by or on behalf of
the Purchaser.

8.10      Taxes.  The Purchaser is a non-resident of Canada within the meaning
          -----                                                               
of the Income Tax Act (Canada) and under Canadian common laws.  The Purchaser is
a non-resident of Quebec for purposes of Quebec sales tax.

8.11      Representations and Warranties of Guarantors. Each of National Data
          --------------------------------------------                       
Corporation and Global Payments (each a "Guarantor" and collectively the
"Guarantors") represents and warrants as follows to the Seller and acknowledges
that the Seller is relying upon the following representations and warranties in
connection with the sale by the Seller of the Assets sold and the assumption by
the Purchaser of the Assumed Liabilities:

     (a)  Organization.  Each of the Guarantors is a corporation duly organized
          ------------                                                         
          and validly existing under the laws of the jurisdiction of its
          incorporation.  Each of the Guarantors has all requisite corporate
          power to own and to carry on its business as now being conducted.

     (b)  Authority.  Each of the Guarantors has the corporate power and
          ---------                                                     
          authority to enter into and perform its obligations under this
          Agreement and each of the Operative Documents to which it is a party
          and to effect the transactions contemplated hereby and thereby.  The
          execution, delivery and performance of the Operative Documents to
          which it is a party have been approved by all requisite corporate
          action on the part of each of the Guarantors, and, assuming this
          Agreement constitutes the legally valid and binding agreement of the
          Seller, this Agreement constitutes (and each other Operative Document
          to which it is a party, when executed and delivered pursuant hereto,
          will constitute) a legally valid and binding obligation of each of the
          Guarantors, enforceable in accordance with its terms, subject only to
          any limitation under applicable Laws relating to  bankruptcy,
          insolvency, reorganization, moratorium and other similar Laws relating
          to or affecting creditors' rights generally and the discretion that a
          court may exercise in the granting of equitable remedies (whether
          considered in a proceeding in equity or at law).

     (c)  No Violations.  Except as set forth on Schedule 8.11, the execution,
          -------------                          -------------                
          delivery and performance by each of the Guarantors of the Operative
          Documents to which it is a party will not (i) violate, conflict with,
          result in a breach of or constitute a default under (with or without
          notice or lapse of time or both) any agreement, indenture, mortgage or
          lease to which such Guarantor is a party or by which the Guarantor or
          its properties are bound; (ii) constitute a violation by the Guarantor
          of any Laws, (iii) violate any order, judgment, injunction or decree
          of any court, arbitration, or Governmental Entity against or binding
          upon the Seller; (iv) result in a breach of, or cause the termination
          or revocation of any Authorization held by such Guarantor which is
          necessary to the ownership of its properties or the operation of its
          businesses, and/or (v) violate,  conflict with, or allow any other
          Person to exercise any rights under any of the terms or provisions of
          the 

<PAGE>
 
                                      -38-

          Certificate of Incorporation or By-laws (or similar governing
          documents) of such Guarantor or any contracts or instruments to which
          it is a party or pursuant to which any of its assets or properties is
          subject, other than, in each of the preceding clauses (i) through (v),
          such violations, conflicts, breaches and defaults and exercises of
          rights which would not have a Purchaser Material Adverse Effect.

     (d)  Authorizations.  Except as set out on Schedule 8.11 and except as
          --------------                        -------------              
          would not reasonably be expected to have a Purchaser Material Adverse
          Effect, no Authorization is required to be obtained or made by or with
          respect to each of the Guarantors to authorize, or for such Guarantor
          to execute, deliver and perform, in connection with the execution,
          delivery or performance by such Guarantor of, the Operative Documents
          to which it is a party or the consummation of the transactions
          contemplated hereby or thereby.

                                  ARTICLE IX

                             PRE-CLOSING COVENANTS

9.1       Conduct of Business Prior to Closing.
          ------------------------------------ 

     (a)  During the Interim Period, the Seller will conduct the Merchant
          Business in the Ordinary Course except as required to give effect to
          the transactions contemplated hereby.

     (b)  Without limiting the generality of Section 9.1(a) the Seller covenants
          that except (1) as otherwise contemplated by this Agreement, (2) as
          disclosed in Schedule 9.1, or with the consent of the Purchaser, which
                       ------------                                             
          consent shall not be unreasonably withheld or delayed, from and after
          the date of this Agreement and until the Closing Date, the Seller
          shall with respect to the Merchant Business:

            (i)  use its Commercially Reasonable Efforts to preserve intact the
                 current business organization of the Merchant Business, keep
                 available the services of the present employees of the Merchant
                 Business and maintain good relations with, and the goodwill of,
                 suppliers, Merchants, customers, landlords, creditors,
                 distributors and all other Persons having business
                 relationships with the Seller in connection with the Merchant
                 Business;

            (ii) notify the Purchaser of any change in the normal course of
                 business or operations of the Merchant Business and of any
                 governmental complaints, investigations or hearings of which
                 the Seller is notified, or the institution or settlement of
                 litigation, in each case, involving the Merchant Business where
                 such events could reasonably be expected to have a Seller
                 Material Adverse Effect, and to keep the Purchaser reasonably
                 informed of such events;

<PAGE>
 
                                      -39-

          (iii)  use its Commercially Reasonable Efforts to retain possession
                 and control of the Assets Sold and preserve the confidentiality
                 of any confidential or proprietary information of the Merchant
                 Business; and

          (iv)   use its Commercially Reasonable Efforts to conduct the Merchant
                 Business so as not to cause or permit to exist a breach of any
                 representations and warranties of the Seller contained in the
                 Agreement.

9.2       Access to Books and Records.
          --------------------------- 

     (a)  During the Interim Period, the Seller will upon reasonable request
          afford to the Purchaser and its employees, counsel, accountants or
          other authorized representatives access at reasonable times and upon
          reasonable advance notice to the officers, directors, employees,
          accountants and other advisors and agents, properties, Books and
          Records and contracts of the Seller relating to the Assets Sold and
          the Merchant Business, and the right to make copies and extracts from
          such Books and Records and contracts, and to furnish the Purchaser
          with all financial and operating data and other information with
          respect to the Assets Sold and the Merchant Business as the Purchaser
          shall from time to time reasonably request.
       
     (b)  The Seller makes no other representations or warranties as to the
          Merchant Business or the Assets Sold except as set forth herein or in
          any Operative Document.  No investigations made by or on behalf of the
          Purchaser, whether under Section 9.2 or any other provision of this
          Agreement or any Operative Document, shall have the effect of waiving,
          diminishing the scope of, or otherwise affecting, any representation
          or warranty made in this Agreement or any Operative Document.

9.3       Actions to Satisfy Closing Conditions.
          ------------------------------------- 

     (a)  The Seller agrees to take all such actions as are within its power to
          control and to use its Commercially Reasonable Efforts to cause other
          actions to be taken which are not within its power to control, so as
          to ensure compliance with all of the conditions set forth in Section
          10.1 including, without limitation, ensuring that there has been no
          breach of any representations and warranties.
       
     (b)  The Purchaser agrees to take all such actions as are within its power
          to control and use its Commercially Reasonable Efforts to cause other
          actions to be taken which are not within its power to control, so as
          to ensure compliance with all of the conditions set forth in Section
          10.2 including, without limitation, ensuring that there has been no
          breach of any representations and warranties.

<PAGE>
 
                                      -40-

9.4       Filings and Authorizations.
          -------------------------- 

     (a)  Each of the Parties, as promptly as practicable after the execution of
          this Agreement, will (i) make, or cause to be made, all such filings
          and submissions under all Laws applicable to it, as may be required
          for it to consummate the purchase and sale of the Assets Sold in
          accordance with the terms of this Agreement, including any filing
          required under the Hart-Scott-Rodino Act, the Investment Canada Act,
          the Bank Act (Canada) and the Competition Act (Canada), (ii) use its
          Commercially Reasonable Efforts to obtain, or cause to be obtained,
          all Authorizations required to be obtained by it in order to
          consummate such transfer, (iii) use its Commercially Reasonable
          Efforts to take, or cause to be taken, all other actions which are
          reasonably necessary in order for it to fulfill its obligations under
          this Agreement, and (iv) use its Commercially Reasonable Efforts to
          obtain approval from OSFI for the processing of data relating to the
          Merchant Business in the United States.  The Parties will coordinate
          and cooperate with one another in exchanging such information and
          supplying such assistance as may be reasonably requested by each in
          connection with the foregoing including, without limitation, providing
          each other with all notices and information supplied to or filed with
          any Governmental Entity (except for notices and information which the
          Seller or the Purchaser, in each case acting reasonably, considers
          highly confidential and sensitive which may be filed on a confidential
          basis), and all notices and correspondence received from any
          Governmental Entity.  The Parties waive compliance with the Bulk Sales
          Act (Ontario) and any other similar bulk sales Laws.
       
     (b)  The Purchaser and, to the extent required by applicable Law, the
          Seller shall file on a confidential basis with respect to the
          transaction contemplated by this Agreement, (i) within 25 days of this
          date, an application for review or notification (as applicable)
          pursuant to and in compliance with the Investment Canada Act, (ii)
          within 25 days of this date, an application for an advance ruling
          certification or a pre-merger notification pursuant to and in
          compliance with the Competition Act, and (iii) in each case, shall
          promptly furnish any additional information requested of it under such
          Acts.  The Seller shall provide the Purchaser at its request with all
          information that the Seller has in its possession or under its
          direction or control that may be required or useful in connection with
          the application or the notifications.  The Purchaser shall keep the
          Seller reasonably informed as to the status of the proceedings related
          to the above applications and notifications, but the Purchaser shall
          be under no obligation to deliver to the Seller copies of (i) any
          notices or information supplied or filed by the Purchaser under the
          Acts or any correspondence with the officials under the Acts, or (ii)
          any information relating to the Purchaser or its activities whether of
          a confidential nature or in the public domain; provided, however, that
          the Purchaser shall provide the Seller with copies of the applications
          and notifications, in draft form and containing only information
          relating to the Seller in order for the Seller to confirm that such
          information is consistent with information previously given to 

<PAGE>
 
                                      -41-

          the Purchaser by the Seller. The Purchaser will agree to provide any
          undertakings or abide by any conditions required to obtain any
          Investment Canada Act approval or in order that the officials under
          the Competition Act not oppose or threaten to oppose the purchases of
          the Assets Sold, which are not materially adverse to the Purchaser or
          the Merchant Business in the opinion of the Purchaser acting
          reasonably. The Purchaser will use its Commercially Reasonable Efforts
          to keep confidential all notices, applications, information and
          correspondence contemplated by this Section 9.4(b).

9.5       Election.  The Seller and the Purchaser shall execute an election as
          --------                                                            
to the sale of the accounts receivable under Section 22 of the Income Tax Act
(Canada) or any similar tax legislation.

9.6       Notice of Untrue Representation or Warranty.  The Seller shall
          -------------------------------------------                   
promptly notify the Purchaser and the Purchaser shall promptly notify the
Seller, upon any representation or warranty made by it contained in this
Agreement or any Operative Document becoming untrue or incorrect during the
Interim Period in any material respect.  Any such notification shall set out
particulars of the untrue or incorrect representation or warranty and details of
any actions being taken by the Seller or the Purchaser, as the case may be, to
rectify that state of affairs.

9.7       Exclusive Dealing.  During the Interim Period, the Seller shall not
          -----------------                                                  
directly or indirectly, solicit, initiate, or encourage any inquiries or
proposals from, discuss or negotiate with, provide any non-public information
to, or consider the merits of any inquires or proposals from, any Person (other
than the Purchaser) relating to the sale or assignment of the Merchant Business,
any of the Assets Sold or any of the benefits or burdens in connection therewith
(other than as permitted in this Agreement or in connection with terminal
rentals made in the Ordinary Course).

9.8       Contacts with Customers.  Prior to the Closing, the Purchaser and its
          -----------------------                                              
representatives shall not contact or communicate with the employees, Merchants,
customers, suppliers and licensors of the Merchant Business in connection with
the transactions contemplated hereby without the prior written consent of the
Seller, which consent shall not be unreasonably withheld or delayed and may be
conditioned upon a designee of the Seller being present at any such meeting or
conference.  The Seller's communications with the employees, Merchants,
customers, suppliers and licensors of the Merchant Business in connection with
the transactions contemplated hereby shall be undertaken in a manner consistent
with the description of the transactions contemplated hereby in the
communications plan agreed to and released to the press by the Parties.
Notwithstanding the foregoing, the Purchaser may contact or communicate with
Transferred Employees and Transition Employees after the Agreement is signed and
prior to Closing without the consent of, but on reasonable advanced notice to
the Seller, for the purpose of providing such Transferred Employees and
Transition Employees with offers of employment pursuant to Section 4.3(a).

9.9       Projections.  The Parties acknowledge that some of the materials
          -----------                                                     
contained in Schedule 7.29 include certain projections and other forecasts for
             -------------                                                
the Merchant Business and certain business plan and budget information. The
Purchaser acknowledges that (i) there are

<PAGE>
 
                                      -42-

uncertainties inherent in attempting to make such projections, forecasts, plans
and budgets, (ii) the Purchaser is familiar with such uncertainties, and (iii)
as long as such projections, forecasts, plans, and budget information were based
upon reasonable assumptions and are not based upon assumptions which are known
to the Seller to be false or improbable, the Purchaser will not assert any claim
against the Seller or any of its Affiliates or any of their respective
directors, officers, employees, Affiliates or representatives, or hold the
Seller or any of its Affiliates or any such Persons liable, with respect
thereto.

9.10      Environmental Matters.  Except as permitted by Law, the Seller has not
          ---------------------                                                 
and will not bring upon, permit or use any substance, defined or designated as a
hazardous or toxic waste, hazardous or toxic material, a hazardous, toxic or
radioactive substance or other similar term, by any applicable governmental law,
regulation, by-law or ordinance now or hereafter in effect, or any substance or
material, the use or disposition of which is regulated by any such law,
regulation, by-law or ordinance (hereinafter called "Toxic Materials") in, on or
under the Leased Property and, until the Closing Date, the Seller has and will
promptly comply with all laws, by-laws and ordinances, and with all orders,
decrees or judgments of governmental authorities or courts having jurisdiction,
relating to the use, collection, storage, treatment, control, removal or clean
up of Toxic Materials in, on, under the Leased Property or the lands of the
Leased Property.

9.11      Transition Planning and Implementation.  During the Interim Period,
          --------------------------------------                             
the Parties agree to use Commercially Reasonably Efforts to work together to
develop and implement a plan to carry out an orderly transfer of the Assets Sold
and the Transferred Employees and to carry on the Merchant Business from and
after the Closing Date in accordance with the Marketing Alliance Agreement and
the Transition Agreement, including but not limited to such plans relating to
security, privacy and confidentiality protections relating to the Merchant
Business from and after the Closing Date.

9.12      Carlingview Lease.  The Seller may execute a lease with respect to the
          -----------------                                                     
Leased Property provided such is not inconsistent with the terms of the executed
Offer to Lease made in October, 2000.

                                   ARTICLE X

                             CONDITIONS TO CLOSING

10.1      Conditions for the Benefit of the Purchaser.  The purchase and sale of
          -------------------------------------------                           
the Assets Sold is subject to the following conditions to be fulfilled or
performed at or prior to the Closing, which conditions are for the exclusive
benefit of the Purchaser and may be waived, in whole or in part, by the
Purchaser in its sole discretion:

     (a)  Accuracy of Representations and Warranties.  The representations and
          ------------------------------------------                          
          warranties of the Seller contained in this Agreement and the Operative
          Documents shall be true and correct (in all material respects, in the
          case of those representations and warranties which are not by their
          express terms qualified by reference to materiality) on and as of the
          Closing Date with the same force and effect as if 

<PAGE>
 
                                      -43-

          such representations and warranties had been made on and of such date,
          except that (i) any representations and warranties that are made as of
          a specified date shall be true and correct (in all material respects,
          in the case of those representations and warranties which are not by
          their express terms qualified by reference to materiality) as of such
          date, and (ii) the Seller shall be permitted to update at least two
          Business days before the Closing Schedules 2.1(a), 2.1(d) and 2.1(e)
          to reflect changes which have occurred in the Ordinary Course of the
          Seller's operation of the Merchant Business which have occurred after
          the date of this Agreement provided that such changes shall not
          individually or in the aggregate result in a Seller Material Adverse
          Effect, and the Seller shall have executed and delivered a certificate
          of a senior officer of the Seller to such effect. The receipt of such
          certificate and the Closing shall not constitute a waiver by the
          Purchaser of any of the representations and warranties of the Seller
          that are contained in this Agreement or in any of the Operative
          Documents;

     (b)  Performance of Covenants.  The Seller shall have fulfilled or complied
          ------------------------                                              
          with all covenants contained in this Agreement and in any Operative
          Document to be fulfilled or complied with by it at or prior to the
          Closing, except where the failure to so fulfill or comply would not
          reasonably be expected to have a Seller Material Adverse Effect, and
          the Seller shall have executed and delivered a certificate of a senior
          officer to that effect.  The receipt of such certificate and the
          Closing shall not constitute a waiver by the Purchaser of the
          covenants of the Seller which are contained in this Agreement and the
          Operative Documents;
       
     (c)  Consents and Authorizations.  The required Authorizations set forth on
          ---------------------------                                           
          Schedule 7.12 and consents relating to the Third Party Vendor
          -------------                                                
          Agreements set forth on Schedule 7.10 shall have been obtained on
                                  -------------                            
          terms acceptable to the Purchaser, acting reasonably;
       
     (d)  Deliveries.  The Seller shall deliver or cause to be delivered to the
          ----------                                                           
          Purchaser the following in form and substance reasonably satisfactory
          to the Purchaser:

            (i)  The certificate referred to in Section 10.1(a);

           (ii)  The certificate referred to in Section 10.1(b);

          (iii)  An opinion of Blake, Cassels & Graydon LLP, Canadian counsel to
                 the Seller, with respect to matters under the laws of Canada,
                 and an opinion of Simpson Thacher & Bartlett, United States
                 counsel to the Seller, with respect to matters under the laws
                 of the United States, each in form and substance reasonably
                 satisfactory to the Purchaser;

           (iv)  Intentionally Deleted;

            (v)  The originals or, where applicable, copies of the Books and
                 Records;

<PAGE>
 
                                      -44-

           (vi)  Necessary deeds, conveyances, assurances, transfers and
                 assignments and any other instruments necessary or reasonably
                 required to transfer the Assets Sold to the Purchaser with a
                 good and marketable title, free and clear of all Liens;

          (vii)  A Transition Agreement signed by the Seller in a form
                 acceptable to the Seller and the Purchaser and incorporating
                 the services and costs schedule and other issues set forth in
                 Schedule 4.2;
                 ------------ 

         (viii)  A Marketing Alliance Agreement signed by the Seller
                 substantially in the form of Exhibit 10.1(d)(viii);
                                              --------------------- 

           (ix)  An Investor Rights Agreement signed by the Seller substantially
                 in the form of Exhibit 10.1(d)(ix);
                                ------------------- 

            (x)  A General Conveyance Agreement signed by the Seller
                 substantially in the form of Exhibit 10.1(d)(x);
                                              -------------------

           (xi)  A Trademark Licence Agreement signed by the Seller
                 substantially in the form of Schedule 10.1(d)(xi);
                                              -------------------- 

          (xii)  A Stock Purchase Agreement by the Seller substantially in the
                 form attached of Exhibit 10.3(d) pursuant to which the Seller
                                  ---------------
                 shall subscribe for and Global Payments shall issue Common
                 Shares representing 26.25% of the total number of Common Shares
                 outstanding on the Closing Date after giving effect to the 
                 Spin-off Transaction and the issuance of the Common Shares to
                 the Seller pursuant to the Stock Purchase Agreement; and

         (xiii)  The Seller shall have made available to the Purchaser the
                 Credit Facility reflecting the terms and conditions of the term
                 sheet attached of Schedule 10(d)(xiii).
                                   -------------------- 

     (e)  Proceedings.  All proceedings to be taken in connection with the
          -----------                                                     
          transactions contemplated by this Agreement and the Operative
          Documents shall be satisfactory in form and substance to the
          Purchaser, acting reasonably, and the Purchaser shall have received
          copies of all instruments and other evidences as it may reasonably
          request in order to establish the consummation of the transactions and
          the taking of all necessary proceedings in connection therewith;
       
     (f)  No Adverse Change. There shall have been no adverse change in the
          -----------------                                                
          business, operating results or financial condition of the Assets Sold
          or the Merchant Business between the date hereof and the Closing Date
          which is likely to result in a Seller Material Adverse Effect.

<PAGE>
 
                                      -45-

     (g)  Change of Control.  The Seller shall not have been acquired by any
          -----------------                                                 
          party whose primary business is the Merchant Business or who generates
          at least $10,000,000 per year in revenue from the Merchant Business.
       
     (h)  New Three Party Agreements.  The agreements between the Seller and
          --------------------------                                        
          National Bank relating to the Seller's "Merchant's Edge Program" shall
          have been amended or restated on or before Closing such that each of
          the Purchaser and the Seller are parties to such agreements in a
          manner required for the provision of the services under the Transition
          Agreement and under the Marketing Alliance Agreement.
       
     (i)  OSFI Approval for Data Processing.  The Seller shall have obtained
          ---------------------------------                                 
          approval from OSFI to permit the processing of data relating to the
          Merchant Business by the Purchaser in the United States.

10.2      Conditions for the Benefit of the Seller.  The purchase and sale of
          ----------------------------------------                           
the Assets Sold is subject to the following conditions to be fulfilled or
performed at or prior to the Closing, which conditions are for the exclusive
benefit of the Seller and may be waived, in whole or in part, by the Seller in
its sole discretion:

     (a)  Accuracy of Representation and Warranties.  The representations and
          -----------------------------------------                          
          warranties of the Purchaser contained in this Agreement and the
          Operative Documents shall be true and correct (in all material
          respects, in the case of those representations and warranties which
          are not by their express terms qualified by reference to materiality)
          on and as of the Closing Date with the same force and effect as if
          such representations and warranties had been made on and of such date,
          except that any representations and warranties that are made as of a
          specified date shall be true and correct (in all material respects, in
          the case of those representations and warranties which are not by
          their express terms qualified by reference to materiality) as of such
          date, and the Purchaser shall have executed and delivered a
          certificate of a senior officer of the Purchaser to such effect.  The
          receipt of such certificate and the Closing shall not constitute a
          waiver by the Seller of any of the representations and warranties of
          the Purchaser that are contained in this Agreement or in any of the
          Operative Documents;
       
     (b)  Performance of Covenants.  The Purchaser shall have fulfilled or
          ------------------------                                        
          complied with all covenants contained in this Agreement and in any
          Operative Document to be fulfilled or complied with by it at or prior
          to Closing, except where the failure to so fulfill or comply would not
          reasonably be expected to have a Purchaser Material Adverse Effect,
          and the Purchaser shall have executed and delivered a certificate of a
          senior officer to that effect.  The receipt of such certificate and
          the Closing shall not constitute a waiver by the Seller of the
          covenants of the Purchaser which are contained in this Agreement and
          the Operative Documents;

<PAGE>
 
                                      -46-

(c)       Deliveries.  The Purchaser shall deliver or cause to be delivered to
          ----------                                                          
          the Seller the following in form and substance satisfactory to the
          Seller acting reasonably:

            (i)  Copies of (i) the Bylaws and the Articles of Incorporation of
                 the Purchaser and (ii) a certificate from the Secretary of the
                 Purchaser indicating that such Bylaws and Articles of
                 Incorporation are true and correct;

           (ii)  The certificates referred to in Section 10.2(a) and Section
                 10.2(b);

          (iii)  An opinion of Ogilvy Renault, Canadian counsel to the
                 Purchaser, with respect to matters under the laws of Canada,
                 and an opinion of Alston & Bird LLP, United States counsel to
                 the Purchaser, with respect to matters under the laws of the
                 United States, each in form and substance reasonably
                 satisfactory to the Seller;

           (iv)  A Transition Agreement signed by the Purchaser substantially in
                 the form of Schedule 4.2;
                             ------------ 

            (v)  A Marketing Alliance Agreement signed by the Purchaser
                 substantially in the form of Exhibit 10.1(d)(viii);
                                              --------------------- 

           (vi)  An Investor Rights Agreement signed by the Purchaser
                 substantially in the form of Exhibit 10.1(d)(ix);
                                              ------------------- 

          (vii)  A General Conveyance Agreement signed by the Purchaser
                 substantially in the form of Exhibit 10.1(d)(x);
                                              ------------------ 

         (viii)  A Trademark Licence Agreement signed by the Purchaser
                 substantially in the form of Schedule 10.1(d)(xi);
                                              -------------------- 

           (ix)  A Stock Purchase Agreement by Global Payments substantially in
                 the form of Exhibit 10.3(d) pursuant to which the Seller shall
                             ---------------
                 subscribe for and Global Payments shall issue Common Shares
                 representing 26.25% of the total number of Common Shares
                 outstanding on the Closing Date after giving effect to the 
                 Spin-off Transaction and the issuance of the Common Shares to
                 the Seller pursuant to the Stock Purchase Agreement; and

            (x)  A Credit Facility or other comparable arrangements reflecting
                 substantially the terms and conditions of the Term Sheet in
                 Schedule 10.1(d)(xiii).
                 ----------------------   

           (xi)  An Employee Benefit Plan Agreement signed by an Affiliate of
                 the Purchaser that has made or will be making offers of
                 employment pursuant to Section 4.3(a) in substantially the form
                 of Schedule 4.3(a)(iv).
                    -------------------

<PAGE>
 
                                      -47-

     (d)  Proceedings.  All proceedings to be taken in connection with the
          -----------                                                     
          transactions contemplated in this Agreement and any Operative
          Documents shall be  satisfactory in form and substance to the Seller,
          acting reasonably, and the Seller shall have received copies of all
          the instruments and other evidence as it may reasonably request in
          order to establish the consummation of such transactions and the
          taking of all proceedings in connection therewith.
       
     (e)  No Adverse Change.  There shall have been no adverse change in the
          -----------------                                                 
          business, operating results or financial condition of the Purchaser
          between the date hereof and the Closing Date which is likely to result
          in a Purchaser Material Adverse Effect.
       
     (f)  Intentionally Deleted.
       
     (g)  Change of Control.  The Purchaser shall not have been acquired by a
          -----------------                                                  
          financial institution.
       
     (h)  Significant Transactions.  The Purchaser shall not have, without the
          ------------------------                                            
          consent of the Seller, which consent shall not be unreasonably
          withheld or delayed, except as otherwise contemplated by this
          Agreement, from and after the date of this Agreement and until the
          Closing Date, entered into any agreement (or agreed or announced
          publicly its intention to do so) relating to any merger or any
          transaction pursuant to which the Purchaser would sell more than
          $70,000,000 in assets to an unrelated third party or purchase the
          stock or assets of any third party where the purchase price (including
          the value of any assumed indebtedness) in connection therewith
          represents, individually or in the aggregate, more than $70,000,000 in
          cash or 15% of the stock of the Global Payments (before giving effect
          to such acquisition).

10.3      Conditions for the Benefit of Both Parties.  The purchase and sale of
          ------------------------------------------                           
the Assets Sold is subject to the following terms and conditions to be fulfilled
prior to Closing, which conditions are true conditions precedent:

     (a)  Competition Act and Investment Canada Act.  (i) Each of the Seller and
          -----------------------------------------                             
          the Purchaser shall have filed all notices and information required
          under Part IX of the Competition Act (Canada) and satisfied any
          request for additional information thereunder and the applicable
          waiting periods shall have expired without the Commissioner of
          Competition having notified Purchaser that he intends to apply to the
          Competition Tribunal for an order under Sections 92, 100 or 104 of the
          Competition Act (Canada) in respect of the transactions contemplated
          herein, or the Parties shall have received an Advance Ruling
          Certificate ("ARC") pursuant to the Competition Act (Canada) from the
          Commissioner of Competition, and (ii) no proceedings shall have been
          taken or threatened to be taken under the merger provisions of Part
          VIII or under Section 45 of the Act in respect of the transactions
          contemplated herein,  and (iii) Investment Canada shall have provided
          a receipt to the Purchaser pursuant to the Investment Canada Act or
          the 

<PAGE>
 
                                      -48-

          Purchaser shall have received evidence, satisfactory to it, indicating
          that the acquisition of the Assets Sold and the Merchant Business is
          not a reviewable transaction or, if it is a reviewable transaction,
          the Minister shall have been satisfied or deemed to have been
          satisfied that such acquisition is likely to be a net benefit to
          Canada.

     (b)  Banking Regulatory Approvals.  The Seller shall have received all
          ----------------------------                                     
          consents and approvals required under the Bank Act (Canada) and the
          Bank Holding Company Act of 1956, as amended, and any required waiting
          periods under the Hart-Scott Rodino Antitrust Improvements Act of
          1976, as amended shall have expired or been terminated, without the
          imposition of any conditions that either Party reasonably considers to
          be unduly burdensome.
       
     (c)  Completion of the Spin-off Transaction.  The Spin-off Transaction
          --------------------------------------                           
          shall have been consummated substantially in accordance with the
          description thereof in the draft Form 10 Filing dated November 8, 2000
          and the terms and conditions of the draft Distribution Agreement
          attached thereto.
       
     (d)  Conditions to Closing of the Stock Purchase.  All conditions to
          -------------------------------------------                    
          closing pursuant to the Stock Purchase Agreement in Schedule 10.3(d)
                                                              ----------------
          shall have been satisfied.

                                  ARTICLE XI

                                  TERMINATION

11.1      Termination.  This Agreement may be terminated and the transactions
          -----------                                                        
contemplated hereby may be abandoned at any time prior to the Closing:

     (a)  by the mutual consent of the Seller and the Purchaser;
       
     (b)  by either the Purchaser or the Seller, if the Closing has not occurred
          on or before March 31, 2001 (or  June 30, 2001 if the delay in the
          Parties' ability to close arises from the failure or inability to
          satisfy the conditions to closing set forth in Section 10.3); provided
          that the right to terminate this Agreement under this Section 11.1(b)
          shall not be available to any Party whose action or failure to act has
          been the cause or resulted in the failure of the transactions
          contemplated hereby to occur on or before such date and such action or
          failure to act constitutes a breach of this Agreement;
       
     (c)  by the Purchaser, if the Seller has breached any material
          representation, warranty, covenant, obligation or agreement hereunder
          and such breach shall not have been cured within 30 days of receipt by
          the Seller of written notice of such breach, provided that the right
          to terminate this Agreement by the Purchaser under this Section
          11.1(c) shall not be available to the Purchaser in the event the
          Purchaser is at that time in material breach of this Agreement;

<PAGE>
 
                                      -49-

     (d)  by the Seller, if the Purchaser has breached any material
          representation, warranty, covenant, obligation or agreement hereunder
          and such breach shall not have been cured within 30 days of receipt by
          the Purchaser of written notice of such breach, provided that the
          right to terminate this Agreement by the Seller under this Section
          11.1(d) shall not be available to the Seller in the event the Seller
          is at that time in material breach of this Agreement; or

     (e)  by either the Purchaser or the Seller, if any court or Governmental
          Authority of competent jurisdiction shall have issued an order, decree
          or ruling or taken any other action restraining, enjoining or
          otherwise prohibiting the transactions contemplated hereby or denying
          any consent or Authorization necessary for the consummation of such
          transactions, and such order, decree or ruling or other action shall
          have become final and non-appealable.

11.2      Procedure and Effect of Termination.
          ----------------------------------- 

     (a)  In the event of the termination of this Agreement and the abandonment
          of the transactions contemplated hereby by the Seller or the Purchaser
          pursuant to this Article 11, written notice thereof shall forthwith be
          given to the other Party.  If this Agreement is terminated and the
          transactions contemplated by this Agreement are abandoned as provided
          herein:

           (i)   Each Party will redeliver all documents, work papers and other
                 material of any other party relating to the transactions
                 contemplated hereby, whether so obtained before or after the
                 execution hereof, to the party furnishing the same; and

           (ii)  The provisions of the Confidentiality Agreements shall continue
                 in full force and effect.

     (b)  Each Party's right of termination under this Article 11 is in addition
          to any other rights it may have under this Agreement or otherwise, and
          the exercise of a right of termination will not be an election of
          remedies.  Nothing in Article 11 shall limit or affect any other
          rights or causes of action either the Purchaser or the Seller may have
          with respect to the representations, warranties, covenants and
          indemnities in its favor contained in this Agreement.

11.3      Termination Fees.
          ---------------- 

     (a)  In the event that (i) the Board of Directors of the Purchaser shall
          have withdrawn or materially modified its recommendation of the Spin-
          off Transaction or shall have resolved to do the foregoing, thereby
          causing the termination of this Agreement due to the failure by the
          Purchaser to satisfy the condition set forth in Section 10.3(c) or
          (ii) this Agreement is terminated due to the failure by the Purchaser
          to satisfy the condition set forth in Section 10.2(g) or Section
          10.2(h), 

<PAGE>
 
                                      -50-

          then the Purchaser shall promptly (but in no event later than five
          Business Days after public announcement thereof) pay to the Seller
          Cdn.$1,000,000.

     (b)  In the event that this Agreement is terminated due to the failure by
          the Seller to satisfy the condition set forth in Section 10.1(g), then
          the Seller shall promptly (but in no event later than five Business
          Days after public announcement thereof) pay to the Purchaser
          Cdn.$1,000,000.

                                  ARTICLE XII

                                INDEMNIFICATION

12.1      Survival of Representations and Warranties.  The representations and
          ------------------------------------------                          
warranties of the Parties contained in this Agreement or in any instrument
delivered pursuant hereto will survive the Closing Date and will remain in full
force and effect thereafter until the second anniversary of the Closing Date,
provided that (i) the representations and warranties set forth in Sections 7.2,
7.6, 7.8 7.9, 7.16 and 7.23, the first sentence of Section 7.1, and Sections 8.2
and 8.5 will survive the Closing Date and will remain in full force and effect
until the expiration of the applicable statute of limitations (after giving
effect to waiver, mitigation or extension thereof) and (ii) the representations
and warranties set forth in Section 7.24 will survive the Closing Date and will
remain in full force and effect until the fifth anniversary of the Closing Date;
provided, further, that such representations or warranties shall survive (if at
all) beyond such period with respect to any inaccuracy therein or breach
thereof, written notice of which shall have been duly given within such
applicable period in accordance with Section 12.1 hereof. The Parties agree that
the indemnification provisions of this Article XII constitute the sole remedy of
the Parties with respect to any breach of the provisions of this Agreement.

12.1      Indemnification.
          --------------- 

     (a)  Indemnification by Seller.  Subject to the limits set forth in this
          -------------------------                                          
          Section 12.2(a), the Seller agrees to indemnify, defend and hold the
          Purchaser and its Affiliates and their respective officers, directors,
          partners, stockholders, employees, agents and representatives (the
          "Purchaser Indemnified Persons") harmless from and in respect of any
          and all losses (excluding consequential losses, loss of profits and
          losses due to punitive damages in the case of direct claims but not
          for third party claims), damages, costs and reasonable expenses
          (including, without limitation, reasonable fees and expenses of
          counsel) (collectively, "Losses"), that they may incur (whether or not
          involving a third party claim) arising out of or due to (i) any
          inaccuracy of any representation or the breach of any warranty,
          covenant, undertaking or other agreement of the Seller contained in
          this Agreement or the Disclosure Schedule; (ii) any liabilities other
          than Assumed Liabilities; and (iii) any claims resulting from Seller's
          failure to comply with the Bulk Sales Act (Ontario) or the
          corresponding bulk sales legislation of the other provinces of Canada.
          Anything to the contrary contained herein notwithstanding, none of the
          Purchaser Indemnified Persons shall be entitled to recover from the
          Seller or any of its Affiliates for any claims for indemnity or
          damages with respect to any 

<PAGE>
 
                                      -51-

          inaccuracy or breach of any representations or warranties, unless and
          until the total of all such claims exceeds $500,000 and then only for
          the amount by which such claims exceed such amount. In no event shall:
          (a) the Seller's liability under Section 12.2(a)(i) with respect to
          the inaccuracy or breach of representations and warranties exceed
          Cdn.$150,000,000 in the aggregate; and (b) the Purchaser recover more
          than once with respect to any inaccuracy or breach of the same or
          similar representations and warranties in the Stock Purchase Agreement
          with regard to the same event, circumstance, or occurrence.

     (b)  Indemnification by the Purchaser.  Subject to the limits set forth in
          --------------------------------                                     
          this Section 12.2(b), the Purchaser agrees to indemnify, defend and
          hold the Seller, its Affiliates and its and their agents and
          representatives (the "the Seller Indemnified Persons") harmless from
          and in respect of any and all Losses that they may incur (whether or
          not involving a third party claim) arising (i) out of or due to any
          inaccuracy of any representation or the breach of any warranty,
          covenant, undertaking or other agreement of the Purchaser contained in
          this Agreement or the Disclosure Schedule; and (ii) out of or due to
          the Assumed Liabilities, and except as may otherwise be provided in
          the Operative Documents.  Anything to the contrary contained herein
          notwithstanding, none of the Seller Indemnified Persons shall be
          entitled to recover from the Purchaser or any of its Affiliates for
          any claims for indemnity or damages with respect to any inaccuracy or
          breach of any representations or warranties, unless and until the
          total of all such claims exceeds $500,000 and then only for the amount
          by which such claims exceed such amount.  In no event shall:  (a)  the
          Purchaser's liability under Section 12.2(b)(i) with respect to the
          inaccuracy or breach of representations and warranties exceed
          Cdn.$150,000,000 in the aggregate; and (b) the Seller recover more
          than once with respect to any inaccuracy or breach of the same or
          similar representations or warranties in the Stock Purchase Agreement
          with regard to the same event, circumstance, or occurrence.

     (c)  Indemnification Calculations.  The amount of any Losses for which
          ----------------------------                                     
          indemnification is provided under this Article XII shall be computed
          net of any insurance proceeds received by the indemnified party in
          connection with such Losses.  If an indemnified party receives
          insurance proceeds in connection with Losses for which it has received
          indemnification, such party shall refund to the indemnifying party the
          amount of such insurance proceeds when received, up to the amount of
          indemnification received.  An indemnified party shall use Commercially
          Reasonable Efforts to pursue insurance claims with respect to any
          Losses.  If the amount with respect to which any claim is made under
          this Article XII (an "Indemnity Claim") gives rise to a currently
          realizable Tax Benefit (as defined below) to the party making the
          claim, the indemnity payment shall be reduced by the amount of such
          Tax Benefit actually available to the party making the claim.  To the
          extent such Indemnity Claim does not give rise to a currently
          realizable Tax Benefit, if the amount with respect to which such
          Indemnity Claim is made gives rise to a subsequently realized Tax
          Benefit to the party that made 

<PAGE>
 
                                      -52-

          the claim, such party shall refund to the indemnifying party the
          amount of such Tax Benefit when, as and if actually realized. Refunds
          relating to subsequent Tax Benefits shall be made on the last Business
          Day of the month following the year in which the Tax Benefit is
          realized. For the purposes of this Agreement, any subsequently
          realized Tax Benefit shall be treated as though it were a reduction in
          the amount of the initial Indemnity Claim, and the liabilities of the
          parties shall be re-determined as though both occurred at or prior to
          the time of payment of the initial Indemnity Claim. For purposes of
          this Section 12.2(c), a "Tax Benefit" to a party means an amount by
          which the tax liability of such party (or group of Affiliates
          including such party) is actually reduced (including, without
          limitation, by deduction, reduction of income by virtue of increased
          tax basis or otherwise, entitlement to refund, credit or otherwise) as
          such amount may actually be reduced by, but not below zero, any
          increase in such party's tax liability as a result of its receipt of
          payment for such Indemnity Claim plus any related interest received
          from the relevant Taxing Authority. Where a party has other losses,
          deductions, credits or items available to it, the Tax Benefit from any
          losses, deductions, credits or items relating to the Indemnity Claim
          shall be deemed realized proportionately with any other losses,
          deductions, credits or items. For the purposes of this Section
          12.2(c), a Tax Benefit is "currently realizable" to the extent that
          such Tax Benefit can actually be realized in the current taxable
          period or year or in any Tax Return with respect thereto (including
          through a carry back to a prior taxable period) or in any taxable
          period or year prior to the date of the Indemnity Claim. In the event
          that there should be a determination disallowing the Tax Benefit, the
          indemnifying party shall be liable to refund to the indemnified party
          the amount of any related reduction previously allowed or payments
          previously made to the indemnifying party pursuant to this Section
          12.2(c). The amount of the refunded reduction or payment shall be
          deemed a payment under this Section 12.2(c) and thus shall be paid
          subject to any applicable reductions under this Section 12.2(c).

     (d)  Notice and Opportunity to Defend.  If there occurs an event that a
          --------------------------------                                  
          party asserts is an indemnifiable event pursuant to Section 12.2(a) or
          12.2(b), the party or parties seeking indemnification shall notify the
          other party or parties obligated to provide indemnification (the
          "Indemnifying Party") promptly.  If such event involves (i) any claim
          or (ii) the commencement of any action or proceeding by a third
          person, the party seeking indemnification will give such Indemnifying
          Party prompt written notice of such claim or the commencement of such
          action or proceeding; provided, however, that the failure to provide
          prompt notice as provided herein will relieve the Indemnifying Party
          of its obligations hereunder only to the extent that such failure
          prejudices the Indemnifying Party hereunder.  In case any such action
          shall be brought against any party seeking indemnification and it
          shall notify the Indemnifying Party of the commencement thereof, the
          Indemnifying Party shall be entitled to participate therein or,
          following the delivery by the Indemnifying Party to the party or
          parties seeking indemnification of the Indemnifying Party's
          acknowledgment in writing that the relevant Loss is 

<PAGE>
 
                                      -53-

          an indemnified liability hereunder, to assume the defense thereof,
          with counsel selected by the Indemnifying Party and, after notice from
          the Indemnifying Party to such party or parties seeking
          indemnification of such election so to assume the defense thereof, the
          Indemnifying Party shall not be liable to the party or parties seeking
          indemnification hereunder for any legal expenses of other counsel or
          any other expenses subsequently incurred by such party or parties in
          connection with the defense thereof. The Indemnifying Party and the
          party seeking indemnification agree to cooperate fully with each other
          and their respective counsel in connection with the defense,
          negotiation or settlement of any such action or asserted liability.
          The party or parties seeking indemnification shall have the right to
          participate at their own expense in the defense of such action or
          asserted liability. If the Indemnifying Party assumes the defense of
          an action (A) no settlement or compromise thereof may be effected (1)
          by the Indemnifying Party without the written consent of the
          indemnified party (which consent shall not be unreasonably withheld or
          delayed) unless (x) there is no finding or admission of any violation
          of law or any violation of the rights of any person by any indemnified
          party and no adverse effect on any other claims that may be made
          against any indemnified party and (y) all relief provided is paid or
          satisfied in full by the Indemnifying Party or (2) by the indemnified
          party without the consent of the Indemnifying Party and (B) the
          indemnified party may subsequently assume the defense of such action
          if a court of competent jurisdiction determines that the Indemnifying
          Party is not vigorously defending such action. In no event shall an
          Indemnifying Party be liable for any settlement effected without its
          written consent (which consent shall not be unreasonably withheld or
          delayed).

     (e)  Payment.  On each occasion that any indemnified party shall be
          -------                                                       
          entitled to indemnification or reimbursement under this Section 12.2,
          the Indemnifying Party shall, at each such time, promptly pay the
          amount of such indemnification or reimbursement.  If any indemnified
          party shall be entitled to indemnification under this Section 12.2,
          the Indemnifying Party shall pay the indemnified party's costs and
          expenses arising as a result of a proceeding directly relating to an
          indemnifiable Loss (including, without limitation, any reasonable fees
          paid to witnesses), periodically as incurred.

                                 ARTICLE XIII

                            POST-CLOSING COVENANTS

13.1      Access to Books and Records.  Subject only to such limitations as may
          ---------------------------                                          
be imposed by applicable privacy legislation, after the date of the Closing, the
Books and Records wherever located that are held by a Party or under the control
of a Party (the "Inspected Party") shall be open for inspection by the other
Party and its authorized agents and representatives and regulators and the Party
with the right of inspection may, at its own expense, make such copies of and
excerpts from such Books and Records as it may reasonably deem desirable;
provided, 

<PAGE>
 
                                      -54-

however, that all such inspections (x) shall be conducted during normal business
hours from time to time reasonably established by the Inspected Party, (y)
shall, if the Inspected Party so requests, be conducted in the presence of an
officer or designated representative of the Inspected Party and (z) shall be
conducted in accordance with reasonable security programs and procedures from
time to time established by the Inspected Party. All Books and Records shall be
maintained by the Purchaser or the Seller, as the case may be, for the period of
time after the Effective Time as set forth in Schedule 13.1; provided, however,
                                              ------------- 
that in the event that as of the end of such period, any taxable year of the
Purchaser or the Seller is still under examination by any taxing authority, such
books and records shall be maintained until a final determination of the tax
liability of the Purchaser or the Seller for that year has been made.

13.2      Deferred Transfers. (i) Notwithstanding anything to the contrary
          ------------------                                              
contained in this Agreement, to the extent that the sale, assignment, transfer,
conveyance or delivery or attempted sale, assignment, transfer, conveyance or
delivery to the Purchaser of any Asset Sold or the assumption by the Purchaser
of any Assumed Liability on the books of the Seller is prohibited by any
applicable Law or would require any Authorizations or consents and such
Authorizations or consents shall not have been obtained prior to the Closing,
this Agreement shall not constitute a sale, assignment, transfer, conveyance,
delivery or assumption, or any attempted sale, assignment, transfer, conveyance,
delivery or assumption, thereof. Following the Closing, the Seller shall use its
Commercially Reasonable Efforts to obtain promptly such Authorizations or
consents; provided, however, that the Seller shall not be required to pay any
consideration therefor, other than filing, recordation or similar fees payable
to any domestic or foreign government or governmental authority. Pending such
Authorization or consent, (i) the Parties shall cooperate with each other in any
reasonable and lawful arrangements designed to provide the Purchaser the
benefits and burdens of such Asset Sold or Assumed Liability not sold, assigned,
transferred, conveyed, delivered or assumed at the Closing (each, a "Deferred
Item") and (ii) the Seller shall enforce, at the reasonable request of the
Purchaser for the account of the Purchaser, any rights of the Seller arising
from such Deferred Item. Once such Authorization or consent for the sale,
assignment, transfer, conveyance, delivery or assumption of a Deferred Item is
obtained, the Seller shall promptly assign, transfer, convey and deliver, or
cause to be assigned, transferred, conveyed and delivered, such Deferred Item to
the Purchaser for no additional consideration and the Purchaser shall, or shall
cause one of its Affiliates to, effect the assumption of any Deferred Item
constituting an obligation. To the extent that any such Deferred Item cannot be
transferred or the full benefits and liabilities of use of any such Deferred
Item cannot be provided to the Purchaser following the Closing pursuant to this
Section 13.2, then the Purchaser and the Seller shall enter into such
arrangements (including subcontracting if permitted) to provide the Purchaser
the economic (taking into account tax costs and benefits) and operational
equivalent of obtaining such Authorization or consent and the performance by the
Purchaser of the obligations thereunder. 

13.3      GST. The Parties understand that the Seller's services under the
          ---
Marketing Alliance Agreement and/or the Transition Agreement are not subject to
tax under Part IX of the Excise Tax Act (Canada) and the Act Respecting the
Quebec Sales Tax (Quebec) pursuant to Schedule VI, Part V, Section 7 to the
Excise Tax Act (Canada). The Parties covenant and agree

<PAGE>
 
                                      -55-

that, in any event, they shall cooperate to contest any assessment of GST and to
minimize the amount of GST payable.

13.4      Nominee(s) to the Board of Directors.  The Seller's nominee(s) set
          ------------------------------------                              
forth on Schedule 13.4 shall be appointed to the board of directors of Global
         -------------                                                       
Payments promptly after Closing.

                                  ARTICLE XIV

                                 MISCELLANEOUS

14.1      Expenses.  Except as otherwise specifically provided in this
          --------                                                    
Agreement, all Parties shall pay their own costs and expenses in connection with
this Agreement and the transactions contemplated hereby, including, but not by
way of limitation, all attorney's fees, broker's fees, accounting fees and other
expenses. The Parties shall share equally all expenses of the filing fees in
connection with filings required pursuant to Sections 10.1(i), 10.3(a) and
10.3(b).

14.2      Notices.  All notices, demands and other communications hereunder
          -------                                                          
shall be sent to the individual named below, shall be in writing, and shall be
delivered in person; deposited in regular mail, sent via national overnight
carrier; or sent via facsimile as long as the sending party has telephone
confirmation that the entire facsimile was actually received by the receiving
party.

               (i)  If to the Seller, to:

               c/o CIBC World Markets Inc.
               161 Bay Street, BCE Place
               7th Floor
               Toronto, Ontario M5J 258

               Attention: Executive Vice President, Card Products, Collections
                          and Merchant Card Services
               Facsimile No.: (416) 784-6868

               with a copy to:

               Canadian Imperial Bank of Commerce
               Legal and Compliance Division
               199 Bay Street
               Commerce Court West
               15th Floor
               Toronto, Ontario M5L 1A2

               Attention: Associate General Counsel
               Facsimile No.: (416) 304-2860

<PAGE>
 
                                      -56-

               and to:

               Simpson Thacher & Bartlett
               425 Lexington Avenue
               New York, New York 10017

               Attention:  Lee Meyerson, Esq.
               Facsimile No.: (212) 455-2502

               (ii) If to the Purchaser, to:

               National Data Payment Systems, Inc.
               #2 National Data Plaza
               Atlanta, Georgia 30329-2010

               Attention: Office of the Corporate Secretary
               Facsimile No.: 404-728-2990

               with a copy to:

               National Data Payment Systems, Inc.
               #2 National Data Plaza
               Atlanta, Georgia 30329-2010

               Attention:  Paul R. Garcia, Chief Executive Officer
               Facsimile No.: 404-728-3417

The persons or addresses to which mailings or deliveries shall be made may be
changed from time to time by notice given pursuant to the provisions of this
Section 14.2.  Any notice, demand or other communication given pursuant to the
provisions of this Section 14.2 shall be deemed to have been given on the date
actually delivered.

14.3      Third Party Beneficiaries.  Except as provided in Section 14.5,
          -------------------------                                      
neither Party to this Agreement intends this Agreement to benefit or create any
right or cause of action in or on behalf of any Person other than the Seller and
the Purchaser.

14.4      Independent Contractors.  Nothing contained in this Agreement or any
          -----------------------                                             
other Operative Document shall be construed as constituting a partnership, joint
venture or agency between the Purchaser and the Seller.  Rather, the Parties
shall be deemed independent contractors for all purposes.

14.5      Successors and Assigns.  All terms and provisions of this Agreement
          ----------------------                                             
shall be binding upon and shall inure to the benefit of the Parties hereto and
their respective transferees, successors and permitted assigns.  This Agreement
and the rights, privileges, duties and obligations of the Parties hereto may not
be assigned or delegated by either Party without the 

<PAGE>
 
                                      -57-

written consent of the other Party; provided, however, that no such consent
shall be required for the assignment (or designation of performance) by either
Party of its rights, privileges, duties and obligations hereunder to a Person
controlling, controlled by or under common control with such Party (it being
understood that no such assignment (or designation of performance) shall relieve
the assigning Party of its duties or obligations hereunder).

14.6      Amendments and Waivers.  This Agreement, any of the instruments
          ----------------------                                         
referred to herein and any of the provisions hereof or thereof shall not be
amended, modified or waived in any fashion except by an instrument in writing
signed by the Parties hereto.  No failure or delay on the part of any Party
hereto in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any Party hereto of any
right, power or privilege hereunder operate as a waiver of any other right,
power or privilege hereunder, nor shall 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.

14.7      Severability of Provisions.  If any provision of this Agreement, or
          --------------------------                                         
the application of any such provision to any person or circumstance, shall be
held invalid by a court of competent jurisdiction, the remainder of this
Agreement, or the application of such provision to persons or circumstances
other than those as to which it is held invalid, shall not be affected thereby.

14.8      Counterparts.  This Agreement may be executed in one or more
          ------------                                                
counterparts, all of which taken together shall constitute one instrument.

14.9      Governing Law; Waiver of Jury Trial; Consent to Jurisdiction.  This
          ------------------------------------------------------------       
Agreement shall be governed by and interpreted and enforced in accordance with
the laws of the Province of Ontario and the federal laws of Canada applicable
therein.  The Seller and the Purchaser agree that any suit, action, or
proceedings, brought or instituted by either Party hereto which in any way
relates, directly or indirectly, to this Agreement or any event, transaction, or
occurrence arising out of or in any way connected with this Agreement or the
dealings of the Parties with respect thereto, shall be tried only by a court and
not by a jury.  THE SELLER AND THE PURCHASER HEREBY EXPRESSLY WAIVE ANY RIGHT TO
A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING.  The Seller and the
Purchaser acknowledge and agree that this provision is a specific and material
aspect of this Agreement between the Parties and that neither Party would enter
into this Agreement if this provision were not part thereof.

14.10     Captions.  The captions contained in this Agreement are for
          --------                                                   
convenience of reference only and do not form a part of this Agreement.

14.11     Entire Agreement.  The making, execution and delivery of this
          ----------------                                             
Agreement, by the Parties hereto, and the Disclosure Schedule agreed to by the
Parties as of the date hereof (the "Disclosure Schedule"), have been induced by
no representations, statements, warranties or agreements other than those herein
expressed.  This Agreement, the Confidentiality Agreement, the Disclosure
Schedule and any Exhibits hereto and the other written instruments specifically
referred to herein embody the entire understanding of the Parties and there are
no further or other 

<PAGE>
 
                                      -58-

agreements or understandings, written or oral, in effect between the Parties
relating to the subject matter hereof.

14.12     Joint Announcement; Confidentiality.  Except as required by Law or by
          -----------------------------------                                  
any stock exchange, the Purchaser and the Seller agree not to publicly disclose
the transactions contemplated by this Agreement, provided, however, that
promptly after the date hereof, after prior consultation with each other as to
the substance and form of the public disclosure of the transactions contemplated
by this Agreement, the Seller and the Purchaser shall make individual
announcements or a joint announcement of the execution of, and the transactions
provided for under, this Agreement.  Notwithstanding the foregoing, after the
Closing, and subject to the confidentiality provisions set out in any of the
Operative Documents, nothing herein shall prevent either Party from disclosing,
either publicly or otherwise, that the transaction contemplated herein took
place, provided that any such disclosure does not contain any information
regarding any term or condition of this Agreement or any Operative Document
which has not been previously disclosed pursuant to a mutually agreed press
release or which has not been approved for disclosure by the other Party.

14.13     Gender and Number.  Any reference in this Agreement or any Operative
          -----------------                                                   
Document to gender includes all genders and words importing the singular number
only shall include the plural and vice versa.

14.14     Currency.  All references in this Agreement or any Operative Document
          --------                                                             
to dollars, unless otherwise specifically indicated, are expressed in United
States dollars. "Cdn.$" denotes Canadian dollars.

<PAGE>
 
                                      -59-

14.15     Time of the Essence.  Time shall be of the essence of this Agreement.
          -------------------                                                  

14.16     Disclosure Schedule.  All references to Schedules in this Agreement
          -------------------                                                
are to schedules forming part of the Disclosure Schedule.

          IN WITNESS WHEREOF, the Parties hereto, through their duly authorized
officers, have executed and delivered this Asset Purchase Agreement as of the
day and year first above written.

 

                    CANADIAN IMPERIAL BANK OF COMMERCE

                    By:____________________________________
                    Name:  Richard E. Venn
                    Title: Senior Executive Vice President


                    By:____________________________________
                    Name:  David Marshall
                    Title: Vice Chairman



                    NATIONAL DATA PAYMENT SYSTEMS, INC.


                    By:____________________________________

                    Name:__________________________________

                    Title:___________________________________

<PAGE>
 
                                      -60-

     The obligations of National Data Payment Systems Inc. hereunder are hereby
guaranteed by Global Payments Inc. from and after the Distribution Date.


                    GLOBAL PAYMENTS INC.


                    By:____________________________________

                    Name:__________________________________

                    Title:___________________________________



The obligations of National Data Payment Systems, Inc. hereunder are hereby
guaranteed by National Data Corporation ("NDC") until the Distribution Date, at
which time all obligations of NDC arising before or after the Distribution Date
shall terminate.


                    NATIONAL DATA CORPORATION



                    By:  _____________________________________

                    Name: ___________________________________

                    Title:  ____________________________________

<PAGE>
 

<TABLE>
<S>                                                                                                       <C> 
ARTICLE I    DEFINITIONS................................................................................   1
1.1          Definitions................................................................................   1

ARTICLE II   ASSETS SOLD; ASSUMPTION OF LIABILITIES.....................................................  11
2.1          Sale and Purchase..........................................................................  11
2.2          Transfer and Assumption of Liabilities.....................................................  11
2.3          Consents...................................................................................  12
2.4          Books and Records..........................................................................  12
2.5          New Three Party Agreements.................................................................  12
2.6          Licenses and Leases........................................................................  12

ARTICLE III  THE CLOSING................................................................................  13
3.1          Closing....................................................................................  13

ARTICLE IV   CONSIDERATION FOR ASSETS SOLD AND ASSUMPTION OF LIABILITIES; TRANSITION; TRANSFERRED
             EMPLOYEES; MERCHANTS AND INDEPENDENT SALES ORGANIZATIONS...................................  13
4.1          Consideration..............................................................................  13
4.2          Transition Period..........................................................................  16
4.3          EMPLOYEES..................................................................................  17

ARTICLE V    CERTAIN ADDITIONAL AGREEMENTS OF THE SELLER................................................  20
5.1          Further Assurances.........................................................................  20
5.2          Seller's Covenant Not To Compete...........................................................  20
5.3          Compliance with Regulatory Matters.........................................................  21
5.4          Segregation of Canadian BINs...............................................................  21

ARTICLE VI   CERTAIN ADDITIONAL AGREEMENTS OF THE PURCHASER.............................................  22
6.1          Compliance with Regulatory Matters.........................................................  22
6.2          [Intentionally Deleted.]...................................................................  22
6.3          Purchaser's Covenant Not to Compete........................................................  22
6.4          Further Assurances.........................................................................  24

ARTICLE VII  REPRESENTATIONS AND WARRANTIES OF THE SELLER...............................................  24
7.1          Organization...............................................................................  25
7.2          Authority..................................................................................  25
7.3          Legal Proceedings..........................................................................  25
7.4          No Violations..............................................................................  25
7.5          Financial Information......................................................................  26
</TABLE>
 

<PAGE>
 

<TABLE>
<S>                                                                                                       <C> 
7.6          Assets Sold................................................................................  26
7.7          Agreements.................................................................................  26
7.8          Employees..................................................................................  26
7.9          Employment Plans...........................................................................  27
7.10         Required Consents..........................................................................  27
7.11         Compliance with Laws.......................................................................  27
7.12         Authorizations.............................................................................  28
7.13         Material Adverse Changes...................................................................  28
7.14         Assigned Merchant Agreements...............................................................  28
7.15         Independent Sales Organization Agreements..................................................  28
7.16         Taxes......................................................................................  29
7.17         Assets Sold................................................................................  29
7.18         Intellectual Property......................................................................  29
7.19         Conduct of Business in Ordinary Course.....................................................  30
7.20         Accounts Receivable........................................................................  31
7.21         Condition of Tangible Assets...............................................................  31
7.22         Leases.....................................................................................  32
7.23         No Brokers' or Other Fees..................................................................  32
7.24         Environmental Matters......................................................................  32
7.26         Processing System and Software.............................................................  32
7.27         Terminal Equipment.........................................................................  32
7.28         Workers' Compensation......................................................................  32
7.29         Seller Data Room Materials.................................................................  33

ARTICLE VII  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER, NATIONAL DATA CORPORATION AND GLOBAL
             PAYMENTS...................................................................................  35
8.1          Organization...............................................................................  35
8.2          Authority..................................................................................  35
8.3          Legal Proceedings..........................................................................  35
8.4          No Violations..............................................................................  35
8.5          Purchaser's Ownership......................................................................  36
8.6          Authorizations.............................................................................  36
8.7          Compliance with Laws.......................................................................  36
8.8          Material Adverse Changes...................................................................  36
</TABLE>
 

<PAGE>
 

<TABLE>
<S>                                                                                                       <C> 
8.9          No Brokers' or Other Fees..................................................................  36
8.10         Taxes......................................................................................  37
8.11         Representations and Warranties of Guarantors...............................................  37

ARTICLE IX   PRE-CLOSING COVENANTS......................................................................  38
9.1          Conduct of Business Prior to Closing.......................................................  38
9.2          Access to Books and Records................................................................  39
9.3          Actions to Satisfy Closing Conditions......................................................  39
9.4          Filings and Authorizations.................................................................  40
9.5          Election...................................................................................  41
9.6          Notice of Untrue Representation or Warranty................................................  41
9.7          Exclusive Dealing..........................................................................  41
9.8          Contacts with Customers....................................................................  41
9.9          Projections................................................................................  41
9.10         Environmental Matters......................................................................  42
9.11         Transition Planning and Implementation.....................................................  42
9.12         Carlingview Lease..........................................................................  42

ARTICLE X    CONDITIONS TO CLOSING......................................................................  42
10.1         Conditions for the Benefit of the Purchaser................................................  42
10.2         Conditions for the Benefit of the Seller...................................................  45
10.3         Conditions for the Benefit of Both Parties.................................................  47

ARTICLE XI   TERMINATION................................................................................  48
11.1         Termination................................................................................  48
11.2         Procedure and Effect of Termination........................................................  49
11.3         Termination Fees...........................................................................  49

ARTICLE XII  INDEMNIFICATION............................................................................  50
12.1         Survival of Representations and Warranties.................................................  50
12.2         Indemnification............................................................................  50

ARTICLE XIII POST-CLOSING COVENANTS.....................................................................  53
13.1         Access to Books and Records................................................................  53
13.2         Deferred Transfers.........................................................................  54
13.3         GST........................................................................................  54
13.4         Nominee(s) to the Board of Directors.......................................................  54
</TABLE>
 

<PAGE>
 

<TABLE>
<S>                                                                                                       <C> 
ARTICLE XIV   MISCELLANEOUS..............................................................................  55
14.1          Expenses...................................................................................  55
14.2          Notices....................................................................................  55
14.3          Third Party Beneficiaries..................................................................  56
14.4          Independent Contractors....................................................................  56
14.5          Successors and Assigns.....................................................................  56
14.6          Amendments and Waivers.....................................................................  57
14.7          Severability of Provisions.................................................................  57
14.8          Counterparts...............................................................................  57
14.9          Governing Law; Waiver of Jury Trial; Consent to Jurisdiction...............................  57
14.10         Captions...................................................................................  57
14.11         Entire Agreement...........................................................................  57
14.12         Joint Announcement; Confidentiality........................................................  58
14.13         Gender and Number..........................................................................  58
14.14         Currency...................................................................................  58
14.15         Time of the Essence........................................................................  59
14.16         Disclosure Schedule........................................................................  59
</TABLE>




<PAGE>
 
 
[LOGO OF NATIONAL DATA CORPORATION]
                                                                   EXHIBIT 99.1
 
                           NATIONAL DATA CORPORATION
                              National Data Plaza
                          Atlanta, Georgia 30329-2010
 
                                       , 2000
 
Dear Fellow Stockholder:
 
   I am pleased to inform you that the previously announced spin-off of our
eCommerce business will take place on                 , 2000. The eCommerce
business will be grouped under Global Payments Inc., our new wholly owned
subsidiary, the shares of which will be distributed to you in the spin-off.
 
   You will receive 0.8 of a Global Payments share for each NDC share held.
You do not have to take any action to receive your Global Payments shares. You
will not be required to pay anything or to surrender your NDC shares.
 
   The enclosed Information Statement describes the distribution and provides
important financial and other information about Global Payments. Please read
it carefully.
 
                                             Sincerely,
 
 
                                             Robert A. Yellowlees
                                             Chairman and Chief Executive
                                             Officer

<PAGE>
 
              INFORMATION STATEMENT RELATING TO THE DISTRIBUTION
                         BY NATIONAL DATA CORPORATION
                     OF GLOBAL PAYMENTS INC. COMMON STOCK
 
   We have prepared this statement to provide you with information about the
spin-off of Global Payments by NDC. NDC will effect the spin-off by
distributing shares of our common stock to you. That is why
 we also refer to
the spin-off as the distribution.
 
   The number of shares of our stock that you will receive will be based on
the number of shares of NDC common stock that you held at the close of
business on        , 2000, the record date for the distribution.
 
   Global Payments provides electronic transaction processing and funds
transfer services to merchants, corporations, financial institutions, and
government agencies. We serve as an intermediary in the exchange of
information and funds between merchants and credit card issuers, enabling
consumers, corporations, and government agencies to purchase goods and
services through the use of credit cards. We also provide debit card,
business-to-business purchasing card, check guarantee, check verification and
recovery, and terminal management services.
 
   The number of NDC shares that you own will not change as a result of the
distribution. No vote of stockholders is required in connection with the
distribution. We are not asking you for a proxy. Please do not send us a proxy
or your share certificates. There is no current public trading market for our
shares, although a "when-issued" trading market may develop prior to the
distribution. Our shares will be listed on the New York Stock Exchange, under
the symbol "GPN."
 
   If you have any questions regarding the distribution, you may contact
SunTrust Bank, Stock Transfer Department, P.O. Box 4625, Atlanta, Georgia
30302, or by telephone at (800) 568-3476, or NDC's Investor Relations
Department at NDC, National Data Plaza, Atlanta, Georgia 30329-3010, or by
telephone at (404) 728-2363.
   
   You should carefully consider the Risk Factors described in this
Information Statement beginning on page 8.     
 
   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this Information Statement is truthful or complete. Any representation to the
contrary is a criminal offense.
 
   This Information Statement is not an offer to sell or the solicitation of
an offer to buy any securities.
 
          The date of this information statement is          , 2000.
 
 

<PAGE>
 
                               TABLE OF CONTENTS

<TABLE>   
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Questions and Answers About the Distribution..............................    1
Summary of Our Business...................................................    4
 Why We Sent This Document to You.........................................    4
 Global Payments' Business................................................    4
 Recent Developments......................................................    5
 Summary Historical Combined Financial Data...............................    6
 Summary Pro Forma Combined Financial Data................................    7
Risk Factors..............................................................    8
 Risks Relating to The Distribution.......................................    8
 Risks Relating to Global Payments........................................    9
Forward Looking Statements................................................   14
The Distribution..........................................................   15
 Reasons for the Distribution.............................................   15
 Manner of Effecting the Distribution.....................................   16
 Results of the Distribution..............................................   17
 Listing and Trading of the Global Payments Shares........................   17
 Certain Federal Income Tax Consequences..................................   18
Reasons for Furnishing This Document......................................   20
Relationship Between NDC and Global Payments Following the Distribution...   20
 Distribution Agreement...................................................   20
 Tax Sharing and Indemnification Agreement................................   21
 Employee Benefits Agreement..............................................   22
 Real Estate Agreements...................................................   25
 Intercompany Systems/Network Services Agreement..........................   26
 Transaction Processing Agreement.........................................   27
 Transition Support Agreement.............................................   27
Capitalization............................................................   28
Dividend Policy...........................................................   29
Selected Financial Data...................................................   30
Management's Discussion and Analysis of Financial Condition and Results of
 Operations...............................................................   31
 General..................................................................   31
 Components of Income Statement...........................................   31
 Results of Operations....................................................   32
 Liquidity and Capital Resources..........................................   35
 Credit Facility..........................................................   36
 Market Risk/Interest Rate Risk...........................................   36
 Seasonality, Inflation and Economic Downturns............................   36
Global Payments' Business.................................................   37
 General..................................................................   37
 Industry Overview/Target Markets.........................................   38
 Strategy.................................................................   38
 Products and Services....................................................   39
 Sales and Marketing......................................................   40
 International Operations.................................................   41
 Employees................................................................   41
 Competition..............................................................   41
 Properties...............................................................   41
 Legal Proceedings........................................................   42
 Banking Regulations......................................................   42
Management................................................................   43
 Directors................................................................   43
 Committees of the Board of Directors.....................................   44
 Directors' Compensation..................................................   44
 Executive Officers.......................................................   47
 Historical Compensation of Our Executive Officers........................   48
 Option Grants In Last Fiscal Year........................................   49
 Aggregated Option/Stock Appreciation Right Exercises In Last Fiscal Year
  And Fiscal Year-End Option/Stock Appreciation Rights Values.............   49
 Defined Benefit Retirement Plans.........................................   50
 Long-Term Incentive Plan.................................................   50
 Global Payments Employee Stock Purchase Plan.............................   53
</TABLE>
    

<TABLE>   
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
 Employment, Severance and Change of Control Agreements..................   55
Security Ownership of Certain Beneficial Owners..........................   58
Beneficial Ownership of Management.......................................   59
Description of Global Payments' Capital Stock............................   60
 Authorized Capital Stock................................................   60
 Common Stock............................................................   60
 Preferred Stock.........................................................   60
 No Preemptive Rights....................................................   61
 Transfer Agent And Registrar............................................   61
Summary of the Purchase of CIBC Merchant Acquiring Business..............   62
 General.................................................................   62
 Purchase Agreement......................................................   62
 Marketing Alliance Agreement............................................   63
 CIBC Credit Agreement...................................................   63
 Transition Agreement....................................................   63
 Investor Rights Agreement...............................................   64
Anti-takeover Effects of Our Articles of Incorporation, By-laws, Rights
 Agreement and Georgia Law...............................................   65
 General.................................................................   65
 Classified Board of Directors...........................................   65
 Number of Directors; Removal; Filling Vacancies.........................   65
 Shareholder Action......................................................   66
 Advance Notice to Investors Prior to Business Combination...............   66
 Advance Notice for Shareholder Proposals or Nominations at Meetings.....   66
 Amendments to By-laws...................................................   66
 Preferred Stock.........................................................   66
 Rights Agreement........................................................   66
 Anti-Takeover Legislation--Georgia Law..................................   69
Liability and Indemnification of Directors and Officers..................   70
Experts..................................................................   70
Where You Can Obtain Additional Information..............................   70
Index to Financial Statements............................................  F-1
Report of Independent Public Accountants.................................  F-2
Combined Statements of Income............................................  F-3
Combined Balance Sheets..................................................  F-4
Combined Statements of Cash Flows........................................  F-5
Combined Statements of Changes in Shareholders' Equity...................  F-6
Notes to Combined Financial Statements...................................  F-7
 Note 1--Spin off and Basis of Presentation..............................  F-7
 Note 2--Summary of Significant Accounting Policies......................  F-7
 Note 3--Business Acquisition............................................  F-9
 Note 4--Transactions with NDC........................................... F-10
 Note 5--Property and Equipment.......................................... F-10
 Note 6--Software Costs.................................................. F-10
 Note 7--Intangible Assets............................................... F-11
 Note 8--Accounts Payable and Accrued Liabilities........................ F-11
 Note 9--Retirement Benefits............................................. F-11
 Note 10--Income Taxes................................................... F-13
 Note 11--Long-Term Debt................................................. F-14
 Note 12--Shareholder's Equity........................................... F-14
 Note 13--Related Party Transactions..................................... F-15
 Note 14--Commitments and Contingencies.................................. F-15
 Note 15--Supplemental Cash Flow Information............................. F-16
 Note 16--Quarterly Combined Financial Information (Unaudited)........... F-17
 Note 17--Event Subsequent to Auditor's Report (Unaudited)............... F-17
Report of Independent Public Accountants as to Schedule.................. F-18
Combined Schedule II--Valuation and Qualifying Accounts.................. F-19
Pro Forma Combined Financial Statements.................................. F-20
CIBC Merchant Acquiring Business Audited Financial Statements............ F-26
</TABLE>
    
 
                                       i

<PAGE>
 
                          SUMMARY OF THE DISTRIBUTION
 
  Q:  WHAT BUSINESS WILL GLOBAL PAYMENTS CONDUCT FOLLOWING THE DISTRIBUTION?
     
  A:  After the distribution, we will continue operating NDC's current
      eCommerce business and following the purchase of the merchant acquiring
      business of Canadian Imperial Bank of Commerce, we will also operate
      that business. See the description of our business in the summary
      beginning on page 4, and under "Global Payments' Business" beginning on
      page 37.     
 
  Q:  WHAT WILL I RECEIVE IN THE DISTRIBUTION OTHER THAN GLOBAL PAYMENTS
      SHARES?
     
  A:  With each share of Global Payments common stock you will receive a
      preferred stock purchase right. The preferred stock purchase rights
      will be issued pursuant to our shareholder rights plan which entitles
      our common shareholders to purchase preferred stock upon the occurrence
      of a transaction that would result in a change in control of our
      company that is not approved by our Board of Directors. See the
      description of the rights agreement in "Anti-Takeover Effects of our
      Articles of Incorporation, By-laws, Rights Agreement and Georgia Law--
      Rights Agreement" on page 66. If you are entitled to a fractional share
      of our stock as a result of the distribution, you will receive cash
      instead. Please refer to "The Distribution--Manner of Effecting the
      Distribution" on page 16 for a complete discussion.     
 
  Q:  WHEN WILL I RECEIVE MY GLOBAL PAYMENTS SHARES?
 
  A:  If you hold NDC shares in your own name as a stockholder of record, the
      distribution agent will automatically mail to you a Global Payments
      common stock certificate. You should allow several days after the
      distribution date,            , 2000, for the mail to reach you.
     
      If you hold NDC shares through your stockbroker, bank or other nominee,
      you are probably not a stockholder of record and your receipt of Global
      Payments shares depends on your arrangements with the nominee that
      holds your NDC shares for you. NDC anticipates that stockbrokers and
      banks generally will credit their customers' accounts with Global
      Payments shares on or about          , 2000, but you should check with
      your stockbroker, bank or other nominee. For more details, please refer
      to "The Distribution--Manner of Effecting the Distribution" on page 16.
          
  Q:  WHEN WILL MY GLOBAL PAYMENTS SHARES BEGIN TRADING?
     
  A:  We expect that regular trading will begin on the New York Stock
      Exchange on            , 2000. A temporary form of trading called
      "when-issued trading" may occur for Global Payments common stock on or
      about         , 2000 and continue through           , 2000. A when-
      issued listing may be identified by the "wi" letters next to Global
      Payments common stock on the New York Stock Exchange Composite Tape. If
      when-issued trading develops, you may buy or sell Global Payments
      common stock in advance of the distribution. For an explanation of
      when-issued trading, see "The Distribution--Listing and Trading of the
      Global Payments Shares" beginning on page 17.     
 
  Q:  HOW WILL THE DISTRIBUTION AFFECT MY NDC SHARES?
 
  A:  Following the distribution, NDC shares will continue to be listed and
      traded on the New York Stock Exchange under the symbol "NDC." The
      distribution will not affect the number of outstanding shares of NDC
      stock or any rights of NDC stockholders. NDC common stock will continue
      to trade on a regular basis and may also trade on an "ex-dividend"
      basis, reflecting an assumed post-distribution value for NDC Common
      Stock. Ex-dividend trading in NDC Common Stock, if available,
 
                                       1

<PAGE>
 
        
     could last from on or about           , 2000 through          , 2000. If
     this occurs, an additional listing for NDC common stock, followed by the
     "x" letters will appear on the New York Stock Exchange Composite Tape.
     For a complete discussion please read "The Distribution--Listing and
     Trading of the Global Payments Shares" beginning on page 17.     
 
  Q: WHAT IF I WANT TO SELL MY NDC SHARES OR MY GLOBAL PAYMENTS SHARES?
 
  A: If you do decide to sell any shares, you should make sure your
     stockbroker, bank or other nominee understands whether you want to sell
     your NDC shares or your Global Payments shares, or both. The following
     information may be helpful in discussions with your stockbroker, bank or
     other nominee.
 
     Beginning about           , 2000 and continuing through           ,
     2000, New York Stock Exchange practice of when-issued trading should
     generally allow you to sell your NDC shares either together with the
     right to receive the Global Payments shares in the distribution or
     without the right to receive the Global Payments shares. If you sell
     your NDC shares with the right to receive the Global Payments shares,
     you (or your broker or bank) will be required to transfer to the buyer
     the Global Payments shares you receive in the distribution. You should
     also be able to sell your right to receive the Global Payments shares
     without selling your NDC shares.
 
     Sales of NDC shares with the right to receive the Global Payments shares
     should generally settle in a three business day settlement period. Sales
     of NDC shares without the right to receive the Global Payments shares
     and sales of the Global Payments shares without NDC shares are expected
     to settle four business days following the date certificates for the
     Global Payments shares are mailed. Check with your stockbroker, bank or
     other nominee. Beginning about          , 2000, you may only sell your
     NDC shares and Global Payments shares separately.
 
  Q: WILL I BE PAID DIVIDENDS ON MY GLOBAL PAYMENTS SHARES?
     
  A: We may, but cannot assure you, that we will pay cash dividends on our
     stock in the future. Please refer to "Dividend Policy" on page 29 for a
     full discussion.     
 
  Q: IS THE DISTRIBUTION TAXABLE FOR UNITED STATES FEDERAL INCOME TAX
     PURPOSES?
 
  A: No. NDC has received a tax ruling from the Internal Revenue Service
     stating in principle that the distribution will be tax-free to NDC and
     to NDC stockholders. Any cash you receive for fractional shares may be
     taxable to you. If you have any questions, please consult your tax
     advisor.
 
  Q: WILL THERE BE ANY CHANGE IN THE UNITED STATES FEDERAL TAX BASIS OF MY
     NDC SHARES AS A RESULT OF THE DISTRIBUTION?
     
  A: Yes, your tax basis in your NDC shares will be reduced. Please refer to
     "The Distribution--Certain Federal Income Tax Consequences" beginning on
     page 18 for a complete discussion.     
 
  Q: WHAT TYPE OF RELATIONSHIP WILL GLOBAL PAYMENTS HAVE WITH NDC AFTER THE
     DISTRIBUTION?
 
  A: After the distribution, NDC and Global Payments will operate
     independently as separate public companies. Prior to the distribution,
     Global Payments and NDC will enter into the following agreements:
 
      . Distribution Agreement
      . Tax Sharing And Indemnification Agreement
 
                                       2

<PAGE>
 
        . Employee Benefits Agreement
        . Real Estate Agreements
        . Intercompany Systems/Network Services Agreement
        . Batch Processing Agreement, and
        . Transition Support Agreement.
          
       After the distribution, NDC and Global Payments will not have any other
       material contracts or other arrangements between them. For a full
       description of these agreements and arrangements, see "Relationship
       Between NDC and Global Payments Following the Distribution" beginning on
       page 20.     
     
  Q:   WILL NDC COMPLETE THE DISTRIBUTION EVEN IF THE ACQUISITION OF CIBC'S
       MERCHANT ACQUIRING BUSINESS CANNOT BE COMPLETED?     
     
  A:   Yes. After the distribution, we plan to complete the acquisition of
       CIBC's merchant acquiring business if all of the conditions in the
       asset purchase agreement, including the regulatory approvals in the
       United States and Canada, have been satisfied or waived.     
     
  Q:   WHEN WILL THE ACQUISITION OF CIBC'S MERCHANT ACQUIRING BUSINESS OCCUR?
              
  A:   We expect the acquisition to occur within 10 days after the
       distribution is completed, subject to regulatory approvals.     
 
  Q:   WHERE CAN I GET MORE INFORMATION?
 
  A:   If you have any questions relating to the mechanics of the
       distribution and the delivery of stock certificates or the trading of
       NDC or Global Payments shares prior to the distribution, you can
       contact the distribution agent:
 
                                 SunTrust Bank
                           Stock Transfer Department
                                 P.O. Box 4625
                             Atlanta, Georgia 30302
 
     After the distribution, Global Payments shareholders with inquiries
     related to the distribution or their investment in Global Payments
     should contact
 
                              Global Payments Inc.
                             Four Corporate Square
                             Atlanta, Georgia 30329
                          Attention: Suellyn P. Tornay
                              Corporate Secretary
                                 (800) 568-3476
                                 (404) 728-3288
 
     After the distribution, NDC stockholders with inquiries relating to the
     distribution or their investment in NDC should contact:
 
                           National Data Corporation
                              National Data Plaza
                          Atlanta, Georgia 30329-2010
                         Attention: Patricia A. Wilson
                              Corporate Secretary
                                 (404) 728-2363
 
 
                                       3

<PAGE>
 
                            SUMMARY OF OUR BUSINESS
   
   This summary highlights selected information from this information statement
relating to our business. To better understand our business and financial
position, you should carefully review this entire information statement
including the risks described in "Risk Factors" beginning on page 8 and the
combined financial statements and the notes thereto beginning on page F-1.     
 
Why We Sent This Document To You
   
   We are sending you this document because you were an owner of NDC common
stock on the record date. This document describes Global Payments' business,
the risks associated with that business, the relationship between NDC and
Global Payments after the distribution, and other information to assist you in
evaluating the benefits and risks of holding or disposing of the Global
Payments shares that you will receive in the distribution. You should be aware
of certain risks relating to the distribution and Global Payments' business,
which are described in this document beginning on page 8.     
 
Global Payments' Business
 
   We enable consumers, corporations, and government agencies to purchase goods
and services by providing electronic transaction processing services. We serve
as an intermediary in the exchange of information and funds that must occur
between merchants and credit card issuers before a transaction can be
completed. As part of NDC, Global Payments has provided credit card transaction
processing services since 1968. Since that time, we have expanded our business
to include processing for debit cards and business-to-business purchasing
cards, check guarantee services, check verification and recovery services, and
terminal management services. We collectively refer to these as our merchant
service offerings. In addition, we provide funds transfer services to domestic
and international financial institutions, corporations, and government agencies
in the United States, Canada, and Europe.
 
   In our merchant services product offering, we have a high percentage of
recurring revenues and process over 1.6 billion transactions per year servicing
more than 775,000 merchant locations. We provide our electronic transaction
processing services directly to our merchant customers, as well as to financial
institutions and independent sales organizations who purchase and resell our
services to their own portfolio of merchant customers. We offer end-to-end
services, which means that we believe that we have the ability to fulfill all
of our customers' needs with respect to electronic transaction processing.
 
   We operate in one business segment, electronic transaction processing, and
provide products and services through our merchant services and funds transfer
offerings. We market our services through a variety of sales channels including
a sizable dedicated sales force, independent sales organizations, independent
sales representatives, an internal telesales group, alliance bank
relationships, and financial institutions. We provide our services primarily
using network telecommunications infrastructure.
 
   Global Payments Inc. was formed on September 1, 2000. Currently we do not
have any operations, assets or liabilities. At the time of the distribution,
NDC's eCommerce business segment will be contributed to us and will be
reorganized as Global Payments Inc. Please refer to "Relationship Between NDC
and Global Payments Following the Distribution--The Distribution Agreement" for
a complete description of the reorganization.
   
   The information in this information statement assumes that we will complete
the acquisition of CIBC's merchant acquiring business. You should read the
description of the acquisition set forth below and the more detailed
description of the transaction set forth in "Summary of the Purchase of CIBC
Merchant Acquiring Business" beginning on page 62.     
 
                                       4

<PAGE>
 
Recent Developments
    
 Purchase of Merchant Acquiring Business and Ten-Year Marketing Alliance with
 Canadian Imperial Bank of Commerce.     
   
   On November 9, 2000, we agreed to acquire certain net assets of the
merchant acquiring business of Canadian Imperial Bank of Commerce and to form
a 10-year marketing alliance with CIBC to offer VISA credit and debit card
payment products and services to merchants in Canada. The acquisition and the
related marketing alliance will significantly broaden our scope and presence
in North America and will provide merchants served by CIBC's merchant
acquiring business with a larger array of existing and new payment solutions.
We expect to close the acquisition after the distribution is completed,
subject to regulatory approvals.     
   
   The CIBC merchant acquiring business is largely comparable to our merchant
services offering. CIBC's service offerings include card processing services
consisting of credit and debit card authorization and the capture of related
transaction data, settlement and funding services, customer support services,
terminal deployment, merchant statements and risk management. During 1999,
this business processed approximately 800 million transactions from
approximately 140,000 merchant locations in Canada.     
   
   The revenues of the business are generated by approximately 140,000
merchant locations, which are marketed through a combination of a direct sales
force, referrals from CIBC's approximate 1,200 bank branch locations
comprising CIBC's branch network and an independent sales organization. The
merchants served by the business include leading North American grocers,
specialty retailers, home furnishings retailers, automotive service station
chains and department stores. For the 12 months ended October 31, 1999, CIBC's
merchant acquiring business reported revenues of $87 million (U.S.) and income
before taxes of $23 million (U.S.). For the nine months ended July 31, 2000,
CIBC's merchant acquiring business had revenues of $67 million (U.S.) and
income before taxes of $13 million (U.S.).     
   
   As part of our business strategy, we are focused upon internal and external
opportunities to expand our merchant services product offering. This
acquisition and our alliance with CIBC will provide us with a significant
presence in the Canadian market, for which we presently have a modest share.
Additionally, management believes this acquisition will allow us to better
leverage our fixed cost infrastructure and cross-sell both companies' value
added, end-to-end services in the United States and Canada.     
    
 Divestiture of Card Issuing Business     
 
   We recently divested our card issuing business for cash consideration
approximately equal to the net book value. Revenues related to those services
were approximately $8.8 million in fiscal 2000.
 
                                       5

<PAGE>
 
   
Summary Historical Combined Financial Data     
   
   The summary historical combined financial data of Global Payments set forth
below should be read in conjunction with the Combined Financial Statements of
the NDC eCommerce Business Segment, including the Notes thereto and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this information statement.     
          
   The historical income statement data for each of the three years ended May
31, 2000 and the historical balance sheet data as of May 31, 2000 and 1999 are
derived from the combined financial statements included elsewhere in this
document that have been audited by Arthur Andersen LLP, NDC's and Global
Payments' independent public accountants. The historical income statement data
for the three months ended August 31, 2000 and 1999 and the years ended May 31,
1997 and 1996 and the historical balance sheet data as of August 31, 2000 and
1999 and May 31, 1998, 1997 and 1996 are derived from unaudited combined
financial statements that have been prepared by management. Operating costs and
expenses in the historical income statements reflect direct charges of the
business together with certain allocations by NDC for corporate services,
communication and other shared services that have been charged to our company
based on usage or other methodologies appropriate for such expenses. In the
opinion of management, these allocations have been made on a reasonable basis
and approximate all the material incremental costs we would have incurred had
we been operating on a stand-alone basis, except for the pro forma adjustments
relating to the distribution included in the Pro Forma Combined Financial
Statements included elsewhere in this information statement.     
       
                        Summary Combined Financial Data
 

<TABLE>   
<CAPTION>
                                                   Historical
                         ----------------------------------------------------------------------
                         Three Months Ended
                             August 31,                     Year Ended May 31,
                         --------------------  ------------------------------------------------
                           2000       1999       2000      1999      1998      1997      1996
                         ---------  ---------  --------  --------  --------  --------  --------
                                       (In thousands except per share data)
<S>                      <C>        <C>        <C>       <C>       <C>       <C>       <C>
Revenue................. $  87,191  $  89,828  $340,033  $330,051  $291,547  $257,679  $180,924
Operating expenses:
 Cost of service........    45,881     46,022   181,479   169,805   153,518   142,479    95,588
 Sales, general and
  administrative........    24,728     23,267    95,342    83,571    80,055    75,622    61,315
                         ---------  ---------  --------  --------  --------  --------  --------
 
Operating income........    16,582     20,539    63,212    76,675    57,974    39,578    24,021
Other income (expense),
 net....................    (2,518)    (2,321)   (9,440)  (10,074)   (7,366)   (3,134)    2,261
                         ---------  ---------  --------  --------  --------  --------  --------
 
Earnings before income
 taxes..................    14,064     18,218    53,772    66,601    50,608    36,444    26,282
Provision for income
 taxes..................     5,415      7,014    20,725    25,265    19,531    13,811     8,715
                         ---------  ---------  --------  --------  --------  --------  --------
 
Net income.............. $   8,649  $  11,204  $ 33,047  $ 41,336  $ 31,077  $ 22,633  $ 17,567
                         =========  =========  ========  ========  ========  ========  ========
Basic earnings per
 share(1)............... $    0.33  $    0.41  $   1.24  $   1.53  $   1.21  $   0.93  $   0.73
Total assets............ $ 285,850  $ 298,706  $287,946  $289,667  $276,753  $260,134  $249,292
Due to NDC.............. $  75,014  $  89,875  $ 96,125  $ 89,375  $109,375  $ 71,875  $ 15,000
Line of Credit.......... $     --   $     --   $    --   $    --   $    --   $    --   $    --
Long-term obligations... $   6,506  $   8,882  $  7,232  $ 15,774  $  6,616  $  5,067  $  7,876
Total shareholder's
 equity................. $ 132,690  $ 106,062  $120,885  $108,013  $ 84,896  $104,044  $168,861
</TABLE>
    
--------
(1) Using the distribution ratio of 0.8 of a share of Global Payments common
    stock for each share of NDC common stock held. Weighted average shares
    outstanding is computed by applying the distribution ratio to the
    historical NDC weighted average shares outstanding for all periods
    presented.
       
                                       6

<PAGE>
 
   
Summary Pro Forma Combined Financial Data (Unaudited)     
          
   The summary pro forma combined financial data reflects adjustments to the
historical combined balance sheet of Global Payments as if the distribution to
shareholders and the acquisition of CIBC's merchant acquiring business had
occurred on August 31, 2000 and to the historical combined income statements of
Global Payments as if the distribution and the acquisition had occurred on June
1, 1999. The summary pro forma combined financial data should be read in
conjunction with the Pro Forma Combined Financial Statements, including the
Notes thereto, included elsewhere in this information statement.     
                  
               Summary Pro Forma Combined Financial Data(2)     
 

<TABLE>   
<CAPTION>
                                 Three Months Ended                      Year Ended
                                  August 31, 2000                       May 31, 2000
                         ----------------------------------- -----------------------------------
                                      Pro       Pro Forma                 Pro       Pro Forma
                         Historical Forma(3)  As Adjusted(4) Historical Forma(3)  As Adjusted(4)
                         ---------- --------  -------------- ---------- --------  --------------
                                         (In thousands, except per share data)
<S>                      <C>        <C>       <C>            <C>        <C>       <C>
Revenue.................  $ 87,191  $ 87,191     $112,928     $340,033  $340,033     $430,796
Operating expenses:
 Cost of service........    45,881    45,881       61,250      181,479   181,479      237,227
 Sales, general and
  administrative........    24,728    25,051       27,591       95,342    99,039      110,018
                          --------  --------     --------     --------  --------     --------
Operating income........    16,582    16,259       24,087       63,212    59,515       83,551
Other income (expense),
 net....................    (2,518)   (2,932)      (4,778)      (9,440)  (10,073)     (14,821)
                          --------  --------     --------     --------  --------     --------
Earnings before income
 taxes..................    14,064    13,327       19,309       53,772    49,442       68,730
Provision for income
 taxes..................     5,415     5,131        7,805       20,725    19,058       27,711
                          --------  --------     --------     --------  --------     --------
Net income..............  $  8,649  $  8,196     $ 11,504     $ 33,047  $ 30,384     $ 41,019
                          ========  ========     ========     ========  ========     ========
Basic earnings per
 share(1)...............  $   0.33  $   0.31     $   0.32(5)  $   1.24  $   1.14     $   1.14
Total assets............  $285,850  $285,850     $434,090     $287,946  $287,946
Due to NDC..............  $ 75,014  $    --      $    --      $ 96,125  $    --
Line of Credit..........  $    --   $ 75,014     $ 75,014     $    --   $ 96,125
Long-term obligations...  $  6,506  $  6,506     $  8,335     $  7,232  $  7,232
Total shareholders'
 equity.................  $132,690  $132,690     $269,536     $120,885  $120,885
</TABLE>
    
--------
   
(1)  Using the distribution ratio of 0.8 of a share of Global Payments common
     stock for each share of NDC common stock held. Weighted average shares
     outstanding is computed by applying the distribution ratio to the
     historical NDC weighted average shares outstanding for all periods
     presented.     
   
(2)  For further detail of pro forma adjustments, see pages F-20 through F-25.
            
(3)  Gives effect to the distribution as if it had occurred on June 1, 1999 for
     the combined income statements and August 31, 2000 for the combined
     balance sheet.     
   
(4)  Gives effect to the distribution and the acquisition of CIBC's merchant
     acquiring business as if it had occurred on June 1, 1999 for the combined
     income statements and August 31, 2000 for the combined balance sheet.     
   
(5)  As presented above, the acquisition is accretive to our basic earnings per
     share, and management believes, assuming operating synergies can be
     achieved following the acquisition, that the acquisition will continue to
     be accretive in the future.     
 
                                       7

<PAGE>
 
                                  RISK FACTORS
 
   The distribution and ownership of our common stock involve risks. Our
business, financial condition or results of operations could be adversely
affected by any of the following risks. In addition, you should keep in mind
that the risks described below are not the only risks that we face. The risks
described below are the risks that we currently believe are material risks of
ownership of our common stock; however, additional risks not presently known to
us, or risks that we currently believe are not material, may also impair our
business operations.
 
Risks Relating To The Distribution
 
 Our shares of common stock may not trade on the NYSE at a price that reflects
 the distribution ratio.
 
   It could be assumed that our common stock would initially trade at a price
equal to a percentage of the price of NDC's shares, based on the distribution
ratio. We cannot assure you that this will be the case, or that our shares will
be actively traded. Some of the NDC stockholders who receive our shares may
decide that they do not want shares in Global Payments, and may sell their
shares immediately following the distribution. This may delay the development
of an orderly trading market in the Global Payments shares for a period of time
following the distribution. Until the Global Payments shares are fully
distributed and an orderly market develops, the prices at which the Global
Payments shares trade may fluctuate significantly and may be lower or higher
than the price that would be expected based on the distribution ratio. In
addition, the price of our shares may be depressed until investors have an
opportunity to fully familiarize themselves with our business and how it
relates to and competes within the electronic payments industry.
 
 If the distribution fails to qualify as a tax-free transaction, you and NDC
 could be subject to substantial tax liability
 
   NDC has received a tax ruling relating to the qualification of the
distribution as a tax-free distribution within the meaning of Section 355 of
the Internal Revenue Code, which generally is binding on the IRS. However, the
continuing validity of a tax ruling is subject to certain factual
representations and assumptions. If the distribution were not to qualify as a
tax-free distribution, NDC would recognize taxable gain equal to the excess of
the fair market value of our common stock distributed to NDC's stockholders
over NDC's tax basis in the stock. In addition, each NDC stockholder who
receives our common stock in the distribution would generally be treated as
receiving a taxable distribution in an amount equal to the fair market value of
the stock.
 
   If the distribution qualified under Section 355 of the Code but was
disqualified as tax-free to NDC because of certain post-distribution
circumstances, such as an acquisition of Global Payments within two years after
the distribution that, together with the distribution, is treated as pursuant
to a single plan, NDC would recognize taxable gain but the distribution would
generally remain tax-free to each NDC stockholder.
 
   Although any U.S. federal income taxes imposed in connection with the
distribution generally would be imposed on NDC and its stockholders, we would
be liable for all or a portion of such taxes in the following circumstances:
 
  .  First, as part of the distribution, NDC and our company will enter into
     a tax sharing and indemnification agreement. This agreement will
     generally allocate, between NDC and us, the taxes and liabilities
     relating to the failure of the distribution to be tax-free. In addition,
     under the tax sharing agreement, if the distribution fails to qualify as
     a tax-free distribution because of an acquisition of our stock or
     assets, or some other action of ours, then we will be solely liable for
     any resulting corporate taxes. For a more complete discussion of the
     allocation of taxes and liabilities between NDC and us under the tax
     sharing agreement, please see "Relationship Between NDC and Global
     Payments Following the Distribution--Tax Sharing and Indemnification
     Agreement."
 
  .  Second, aside from the tax sharing agreement, under U.S. federal income
     tax laws, we and NDC would be jointly and severally liable for NDC's
     federal income taxes resulting from the distribution being taxable. This
     means that even if we do not have to indemnify NDC for any tax
     liabilities if the distribution fails to be tax-free, we may still be
     liable for any part of, including the whole amount of, these liabilities
     and expenses if NDC fails to pay them.
 
                                       8

<PAGE>
 
 The cost of operations reflected in the historical financial statements
 included in this information statement are based on an allocation of a portion
 of NDC's costs to our business and may not accurately reflect what our actual
 costs will be in the future
 
   Prior to the distribution, our business was operated by NDC as a part of its
broader corporate organization rather than as a stand-alone company. NDC
assisted us by providing financing as well as other corporate and other related
allocated services. Following the distribution, NDC will provide us
telecommunications and transaction processing services, systems support, tax
return preparation support, and various corporate support services during a
transition period.
 
   We are in the process of creating our own business functions to replace
those NDC will provide to us. We may not be able to develop these same
functions at the same cost as NDC.
 
   In addition to our operational costs, our historical financial information
also contains other assumptions about our expenses that may change after the
distribution:
 
  .  our consolidated financial statements reflect allocations, primarily
     with respect to corporate overhead, for services provided to us by NDC,
     which may not reflect the actual costs we will incur for similar
     services as a stand-alone company;
 
  .  in our consolidated financial statements we recorded a portion of the
     debt and related interest expense of NDC for those periods, which
     allocations do not reflect the actual financing costs we will incur as a
     stand-alone company; and
 
  .  the financial information does not reflect changes that we expect to
     occur in the future as a result of our separation from NDC, including
     changes in how we fund our operations as well as tax and employee
     matters.
 
   Therefore, no assumptions regarding our future performance should be made
based on our consolidated financial statements. For additional information
about our past financial performance and the basis of presentation of our
consolidated financial statements, including our estimates of interest expense,
please see "Selected Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our consolidated financial
statements and the notes thereto included elsewhere in this information
statement.
 
 We have not yet executed our credit agreement, and will not complete the
 transaction unless it is fully executed before the distribution
 
   We have a commitment from a syndicate of financial institutions for a $110
million revolving line of credit. This line of credit is needed to fund the
cash dividend we must make to NDC to fund our share of NDC's pre-distribution
debt, and is also needed for our working capital and acquisition needs after
the distribution. Based on this commitment, we have negotiated a credit
agreement with the financial institutions; however, the credit agreement will
not be executed until immediately prior to the distribution, which is scheduled
for      , 2000. If for any reason we or the financial institutions fail to
execute the credit agreement, the distribution could be delayed.
 
Risks Relating to Global Payments
          
   The integration of the operations of CIBC's merchant acquiring business
could result in increased operating costs if the anticipated synergies of
operating both businesses as one are not achieved, a loss of strategic
opportunities if management is distracted by the integration process, and a
loss of customers if our service levels drop during or following the
integration process.     
   
   Following the distribution, we will complete the acquisition of the merchant
acquiring business of CIBC. The integration of CIBC's business with ours
presents several challenges, including the fact that it is almost     
 
                                       9

<PAGE>
 
   
entirely based in Canada, where we currently have limited operations. If the
integration process does not proceed smoothly, the following factors could
reduce our revenues, increase our operating costs and result in a loss of the
projected synergies of operating the two businesses as one:     
     
  .  if we are not successful in integrating the benefits plans, duties and
     responsibilities, and other factors of interest to the management and
     employees of the acquired business, we could lose employees to our
     competitors in Canada, which could significantly affect our ability to
     operate the business and complete the integration;     
     
  .  if the integration process causes any delays with the delivery of our
     services, or the quality of those services, we could lose customers to
     our competitors; and     
     
  .  completing the distribution, the acquisition and the related
     integration, could divert the attention of our management from other
     strategic matters including possible acquisitions and alliances, and
     planning for new product development or expansion into new electronic
     payments markets.     
    
 Following the acquisition of 26.25% of our common stock by CIBC, certain U.S.
 banking regulations will limit the types of business in which we can engage.
        
   Following the acquisition of 26.25% of our common stock by CIBC, technically
we will be considered as though we were a subsidiary of CIBC for purposes of
certain U.S. banking regulations, and will be subject to the same restrictions
on our business activities as are applicable to CIBC. As a general matter, we
will be able to operate our merchant service and funds transfer businesses as
we have historically but our ability to expand into unrelated businesses may be
limited unless they are activities the act allows or the Federal Reserve Board
(the primary U.S. federal regulator for CIBC and its U.S.-based subsidiaries)
approves. The applicable regulations are interpreted to mean that a company
will be deemed a subsidiary of a bank holding company, and therefore subject to
the regulations, if the bank holding company owns 25% or more of the equity of
a company. These restrictions are contained in the Bank Holding Company Act, as
recently amended by the Gramm-Leach-Bliley Act. The restrictions on our
business activities would also apply to any investments or alliances that we
might consider.     
   
   The Bank Holding Company Act limits CIBC and its subsidiaries to activities
that are closely related to the business of banking. Under the Gramm-Leach-
Bliley amendments, certain well managed and well capitalized companies may
elect to be treated as "financial holding companies," and may thus also engage
in certain financial activities such as insurance and securities underwriting.
CIBC has elected to be a financial holding company. If CIBC ever fails to
maintain its status as a financial holding company, they and we would lose the
benefit of the expanded activities provided by the Gramm-Leach-Bliley
amendments and may have to divest of certain businesses or investments.     
   
   In being considered a subsidiary of CIBC for purposes of certain U.S.
banking regulations, we will be subject to supervision and examination by the
Federal Reserve Board. We and CIBC will be required to comply with the Federal
Reserve Board's regulatory requirements prior to commencing new activities,
engaging in acquisitions or making new investments. Should CIBC fail to be in
compliance with the Federal Reserve Board's regulatory requirements, it could
affect our ability to obtain necessary approvals or clearances. Such
limitations could impede our ability to compete with other companies not
subject to such restrictions. For a more complete discussion of the banking
regulations we are subject to please see "Business--Banking Regulations."     
    
 With the acquisition of CIBC's merchant acquiring business, we will be exposed
 to foreign currency risks and risks from our variable rate credit facility
 with CIBC that could reduce our earnings and significantly increase our cost
 of capital.     
   
   After we acquire the assets of CIBC's merchant acquiring business, we will
have significant operations in Canada which will be denominated in Canadian
dollars. The repatriation of our earnings in Canada will subject     
 
                                       10

<PAGE>
 
   
us to the risk that currency exchange rates between Canada and the United
States will fluctuate and we will lose some of our earnings when they are
exchanged into U.S. dollars. Additionally, our credit facility with CIBC will
carry an interest rate based on Canadian Dollar LIBOR (C$LIBOR). This rate
will fluctuate with market rates, and if it increases, our cost of capital
will also increase which will reduce our earnings from operations. The credit
facility will have an initial term of 364 days and is renewable only at the
consent of CIBC. CIBC may choose not to renew the credit facility at which
point we will have to find alternative financing or fund the Canadian
merchants ourselves. Alternative financing may carry a higher interest rate
which would reduce our earnings from operations. We may not have the cash flow
necessary to fund the Canadian merchants ourselves, and we may lose those
customers as a result.     
    
 After the acquisition, we will be dependent on CIBC to continue to provide
 services to merchants under a transition agreement, and the failure of CIBC
 to provide those services could result in our loss of the business of the
 merchants we are receiving in the acquisition.     
   
   We will enter into a transition agreement with CIBC under which CIBC will
continue to provide some services to the merchants included in the merchant
acquiring business we are acquiring from CIBC. If CIBC does not provide those
services in a satisfactory manner we may not be able to perform such services
ourselves and may not be able to find other third party service providers. In
that instance, the merchants may terminate their contracts with us and move
their business to another electronic processing provider, which could have a
significant effect on our revenues and earnings.     
 
 In order for us to continue to grow and increase our profitability, we must
 continue to expand our share of the existing electronic payments market and
 also expand into new markets, including internet payment systems
 
   Our future growth and profitability depends upon our continued expansion
within the electronic payments markets in which we currently operate, the
further expansion of these markets, the emergence of other markets for
electronic transaction processing, including internet payment systems, and our
ability to penetrate these markets. As part of our strategy to achieve this
expansion, we are continually looking for acquisition opportunities,
investments and alliance relationships with other businesses that will allow
us to increase our market penetration, technological capabilities, product
offerings and distribution capabilities. We may not be able to successfully
identify suitable acquisition, investment and alliance candidates in the
future, and if we do, they may not provide us with the benefits we
anticipated. Once completed, investments and alliances may not realize the
value that we expect.
 
   Our expansion into new markets is also dependent upon our ability to apply
our existing technology or to develop new applications to meet the particular
service needs of each new payment services market. We may not have adequate
financial and technological resources to develop products and distribution
channels that will satisfy the demands of these new markets. If we fail to
expand into new and existing electronic payments markets, we will not be able
to continue to grow our revenues and earnings.
 
   In order to remain competitive and continue to grow our revenues, we must
continually update our products and services, a process which could result in
increased research and development costs in excess of historical levels and
the loss of revenues and customers if the new products and services do not
perform as intended or are not accepted in the marketplace.
 
   The electronic payments market in which we compete includes a wide range of
products and services including electronic transaction processing, reporting
on transactions and other customer support services. The market is
characterized by technological change, new product introductions, evolving
industry standards and changing customer needs. In order to remain
competitive, we are continually involved in a number of research and
developments projects. These projects carry the risks associated with any
research and development effort, including cost overruns, delays in delivery
and performance problems, but in the electronic payments market these risks
are even more acute. Our market is constantly experiencing rapid technological
change. Any delay in the delivery of new products or services could render
them less desirable by our customers, or possibly even obsolete. In addition,
the products and services we deliver to the electronic payments market are
designed to
 
                                      11

<PAGE>
 
process very complex transactions and deliver reports and other information on
those transactions, all at very high volumes and processing speeds. Any
performance issue that arises with a new product or service could result in
significant processing or reporting errors. As a result of these factors, our
research and development efforts could result in increased costs that could
reduce our operating profit, a loss of revenue if promised new products are
not timely delivered to our customers, or a loss of revenue or possible claims
for damages if new products and services do not perform as anticipated.
 
 We are dependent on NDC for the provision of critical telecommunications
 services, network systems and other related services for the operation of our
 business, and the failure of NDC to provide those services in a satisfactory
 manner could affect our relationships with customers and our financial
 performance.
 
   Under the terms of the intercompany systems/network services agreement
between NDC and us, NDC will provide us with a continuation of the
telecommunication services from the carriers who have and will continue to
provide telecommunication services to NDC, including engineering and
procurement. In addition, NDC will supply us with the necessary network
systems services, including operations and administrative services and
computing hardware and software facilities, technical support for transaction
processing, cash management and file transfer and communications hardware and
software system services. See "The Distribution--Intercompany Systems/Network
Services Agreement." These services, especially telecommunications services,
are an essential communications link between us and our customers and an
essential component of the services that we provide. If NDC should not
continue to perform these services efficiently and effectively, our
relationships with our customers may be adversely affected and customers may
terminate their use of our services. If we are not able to successfully
develop the capacity to provide these services prior to the expiration of our
agreement with NDC or if NDC does not provide such services in an efficient
and effective manner during the term of that agreement, we are not certain
whether we could locate alternative sources of such services, particularly
telecommunications services, or that, if available, such services would be
available on favorable terms.
 
 Our revenues from the sale of services to VISA and MasterCard organizations
 are dependent upon our continued VISA and MasterCard certification and
 financial institution sponsorship.
 
   In order to provide our transaction processing services, we must be
designated a certified processor by, and be a member service provider of,
MasterCard and an independent sales organization of VISA. This designation is
dependent upon our being sponsored by member clearing banks of both
organizations and our continuing adherence to the standards of the VISA and
MasterCard associations. The member financial
institutions of VISA and MasterCard, some of which are our competitors, set
the standards with which we must comply. If we fail to comply with these
standards, our designation as a certified processor, a member service provider
or as an independent sales organization could be suspended or terminated. The
termination of our member service provider status or our status as a certified
processor, or any changes in the VISA and MasterCard rules that prevent our
registration or otherwise limit our ability to provide transaction processing
and marketing services for the VISA or MasterCard organizations would most
likely result in the loss of these organizations as customers and lead to a
reduction in our revenues.
 
 Increases in credit card association fees may result in the loss of customers
 or a reduction in our profit margin.
 
   From time to time, VISA and MasterCard increase the fees (interchange fees)
that they charge processors such as us. We could attempt to pass these
increases along to our merchant customers, but this might result in the loss
of those customers to our competitors who do not pass along the increases. If
competitive practices prevent our passing along all such increased fees to our
merchant customers in the future, we would have to absorb a portion of such
increases thereby increasing our operating costs and reducing our profit
margin.
 
 We may become subject to additional U.S. state taxes that cannot be passed
 through to our merchant customers, in which case our profitability could be
 adversely affected.
 
   Transaction processing companies like us may be subject to taxation by
various U.S. states on certain portions of our fees charged to customers for
our services. Application of this tax is an emerging issue in our
 
                                      12

<PAGE>
 
industry and the states have not yet adopted uniform regulations on this
topic. If we are required to pay such taxes and are not able to pass the tax
expense through to our merchant customers, our operating costs will increase,
reducing our profit margin.
 
 Anti-takeover provisions of our articles of incorporation and by-laws, our
 rights agreement and provisions of Georgia law could delay or prevent a
 change of control that you may favor
 
   Provisions of our articles of incorporation and by-laws, our rights
agreement and provisions of applicable Georgia law, which will be in effect
after the distribution, may discourage, delay or prevent a merger or other
change of control that shareholders may consider favorable. The provisions of
our articles and by-laws, among other things, will
 
  .  divide our board of directors into three classes, with members of each
     class to be elected in staggered three-year terms;
 
  .  limit the right of shareholders to remove directors;
 
  .  regulate how shareholders may present proposals or nominate directors
     for election at annual meetings of shareholders; and
 
  .  authorize our board of directors to issue preferred shares in one or
     more series, without shareholder approval.
 
   Please see "Relationship Between NDC and Global Payments Following the
Distribution--Distribution Agreement," "Description of Global Payments Capital
Stock" and "Anti-takeover Effects of Our Articles of Incorporation, By-laws,
Rights Agreement and Georgia Law" for a more detailed description of these
agreements and provisions.
 
   Also, under Section 355(e) of the Internal Revenue Code the distribution
would be treated as a taxable transaction if one or more persons acquire
directly or indirectly 50% or more of our or NDC's stock (measured by vote or
value) as part of a plan or series of related transactions that is linked to
the distribution under the rules of Section 355(e). For this purpose, any
acquisitions of our stock or NDC stock within two years before or after the
distribution are presumed to be part of such a plan, although NDC or we may be
able to rebut that presumption. If such an acquisition of our stock triggers
the application of Section 355(e), under the tax sharing agreement, we would
be required to indemnify NDC for the resulting tax. This indemnity obligation
might discourage, delay or prevent a change of control that shareholders may
consider favorable. Please see "The Distribution--Certain Federal Income Tax
Consequences" and "Relationship Between NDC and Global Payments Following the
Distribution--Tax Sharing and Indemnification Agreement" for a more detailed
discussion of Section 355(e) of the Code and the tax sharing agreement.
 
 We may not be able or we may decide not to pay dividends at a level
 anticipated by shareholders on our common stock, which could reduce your
 return on shares you hold.
 
   The payment of dividends is at the discretion of our board of directors and
will be subject to our financial results, our working capital requirements,
the availability of surplus funds to pay dividends and restrictions under our
credit facility. No assurance can be given that we will be able to or will
choose to pay any dividends in the foreseeable future. See "Dividend Policy"
and "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Credit Facility."
 
                                      13

<PAGE>
 
                           FORWARD LOOKING STATEMENTS
 
   When used in this information statement, in documents that we incorporate by
reference and elsewhere by our management, from time to time, the words
"believes," "anticipates," "expects," "intends" and similar expressions are
intended to identify forward-looking statements concerning our business
operations, economic performance and financial condition, including in
particular, our business strategy and means to implement the strategy, our
objectives, the amount of future capital expenditures, the likelihood of our
success in developing and introducing new products and expanding our business,
and the timing of the introduction of new and modified products or services.
For those statements, we claim the protection of the safe harbor for forward-
looking statements contained in the Private Securities Litigation Reform Act of
1995. These statements are based on a number of assumptions and estimates that
are inherently subject to significant risks and uncertainties, many of which
are beyond our control, cannot be foreseen, and reflect future business
decisions that are subject to change. As a result of a variety of factors,
actual results could differ materially from those anticipated in our forward-
looking statements. The factors that could affect our results include: (a)
those set forth under the heading "Risk Factors" in this information statement;
and (b) those set forth from time to time in our press releases and reports and
other filings made with the Securities and Exchange Commission. We caution that
such factors are not exclusive. All of the forward-looking statements made
herein are qualified by these cautionary statements and readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof.
 
                                       14

<PAGE>
 
                                THE DISTRIBUTION
   
   On              , 2000, NDC's Board of Directors declared a pro rata
distribution, payable to the holders of record of NDC common stock at the close
of business on the record date of               , 2000, equal to 0.8 of a share
of common stock of Global Payments for every share of NDC common stock
outstanding on the record date. The distribution will be effective at 11:59
p.m., Eastern Standard Time, on              , 2000. Stock certificates
representing the Global Payments shares will be mailed to record holders by
SunTrust Bank shortly after the effective date of the distribution. Global
Payments shares should be credited to accounts with stockbrokers, banks or
nominees of NDC stockholders that are not record holders on or about
           , 2000.     
 
Reasons for the Distribution
 
   The board of directors and management of NDC believe that the distribution
is in the best interests of NDC's stockholders. The following discussion is a
summary of the reasons considered by the board in reaching this conclusion.
 
   NDC has been engaged in both the health information services and eCommerce
businesses for more than two decades. In the last five years there has been a
significant expansion in the range of products and services as well as the
breadth of distribution channels for each line of business. The businesses have
also been affected by market consolidation and specialization as well as by
growing acceptance of the Internet by target markets and customers. As a result
of these changes and other developments, NDC's previous reliance on common
product development, common computer operations and support, and common
marketing management for the two businesses began to cause operational and
management challenges. NDC recognized that these changes called for dedicated
management for each business that could focus on the unique opportunities and
requirements of that business.
 
   Several years ago NDC began a move toward specialization of operations and
personnel by these two businesses. This movement toward specialization
culminated in April 1999 in the establishment for business organizational
purposes of two separate businesses, each with its own chief executive officer
and separate line management, and the related alignment of common staff
support. This realignment along business lines has culminated with NDC's
decision to separate its two businesses through the proposed distribution of
the eCommerce business. Some of the benefits anticipated from the distribution
include:
     
  .  Management Focus. The distribution will facilitate and promote greater
     management focus. In the last two years, in its efforts to increase
     management focus, NDC appointed additional separate management--a chief
     executive officer and key operations management--for each of the two
     businesses. However, NDC concluded that the limitations and conflicts
     resulting from the ownership of both businesses in a single consolidated
     group did not permit maximum focus in each line of business.     
 
    .  Conflicts Among, and Difficulties Setting Corporate Objectives and
       Allocations. The common ownership and control of the two businesses
       created difficulties in setting company-wide corporate objectives.
       Even though NDC's two businesses each had its own chief executive
       officer, those officers ultimately were responsible to and under the
       control of NDC's chief executive officer and board of directors, as
       well as being subject to judgments and requirements of common
       financial, legal, and human resources staffs. These corporate groups
       had a responsibility for both businesses, but lacked a specific
       focus on either. As a result, the ultimate decisions on major
       matters affecting each business, including allocations of capital,
       staff support, and other resources, had to be made by a group of
       persons whose time, energies, and priorities are shared among, as
       opposed to being directly tied to one of, these two disparate
       businesses.
 
    .  Partiality of Customers and Business Partners. Customers are
       increasingly partial to doing business with companies whose top
       management is exclusively focused on the client's specific business.
       Similarly, potential business partners have a preference to partner
       with companies whose top management are focused on and understand
       the subtleties of their markets as they
 
                                       15

<PAGE>
 
       attempt to develop compatible products, services, and distribution
       models. The creation through the distribution of two separate,
       independent companies each with its own management team focused on
       their respective business should contribute significantly to
       remedying this impaired relationship with customers and business
       partners.
 
    .  Recruitment of Key Personnel. Being a hybrid company has impaired the
       ability of NDC to effectively recruit and secure middle and
       professional-level personnel. NDC has experienced significant
       competition in recruiting new personnel, particularly from single-
       business competitors offering incentive competition directly tied to
       the success of the more narrowly focused business involved.
       
    .  Retention of Key Personnel. Similar to recruitment, NDC has
       experienced added difficulties in the retention of key personnel,
       particularly given the perceived attractiveness and perceived
       advantages in today's environment of working for a singularly focused
       as opposed to hybrid organization.     
 
  .  Differing Markets and Customers. NDC's two businesses engage in
     businesses in distinct and differing markets with widely differing
     customers. The ability of a single corporate management team and board
     of directors to understand market trends and to focus on and
     successfully operate across those businesses has become increasingly
     difficult as the nature of the businesses become more complex and
     diverging.
 
  .  Disparate Business Models. The two businesses compete in two wholly
     differing competitive environments requiring increasingly disparate
     skill sets and experience. The creation of two separate and independent
     organizations through the spin-off of the eCommerce business will better
     enable us as well as the health information services business of NDC to
     identify, recruit, and retain management and supervisory personnel
     possessing the requisite skills and experience singularly focused on,
     dedicated to, and necessary to be competitive in the respective
     businesses.
 
  .  Access to Capital Markets. NDC historically has accessed the capital
     markets at the parent company level. In turn, within that corporate
     structure, the health information services and eCommerce businesses have
     financed their capital needs through intercompany debt and annual
     predetermined budgeting mechanisms. To obtain financing, each business
     currently competes with the other for a finite amount of capital within
     the current corporate structure. As NDC is presently organized, it would
     be difficult for the health information services and eCommerce
     businesses to separately raise necessary capital on the most attractive
     terms for their respective growth and working capital needs based on the
     assets, performance, and prospects of their own business. The ability of
     NDC, and consequently the health information services and eCommerce
     businesses, to raise capital is largely interdependent and co-dependent
     of the combined assets, performance, and prospects of the two
     businesses. The distribution of Global Payments into a separate, stand-
     alone, public company will permit the two businesses to look to and to
     raise capital from the public and private capital markets based on the
     merits and prospects of its own business without regard to the other.
 
Manner of Effecting the Distribution
   
   The general terms and conditions relating to the distribution are set forth
in a Distribution Agreement between NDC and Global Payments. For a detailed
discussion of the terms of the agreement see "Relationship Between NDC and
Global Payments Following the Distribution--Distribution Agreement" beginning
on page 20.     
   
   The actual total number of Global Payments shares to be distributed will
depend on the number of NDC shares outstanding on the record date. Options to
purchase NDC shares held by NDC employees who will become Global Payments
employees will, under certain conditions, be replaced by options to purchase
Global Payments shares. See "Relationship Between NDC and Global Payments
Following the Distribution-- Employee Benefits Agreement" beginning on page
22.     
 
 
                                      16

<PAGE>
 
   Fractional shares of Global Payments will not be issued. For those
stockholders who own a fractional NDC share as of the record date, the
distribution agent will aggregate all fractional Global Payments shares that
they are otherwise entitled to into whole shares, and will sell such whole
shares in the open market at then prevailing prices. All stockholders who were
entitled to receive fractional shares of our stock will receive cash in the
amount of their pro rata share of the total sale proceeds, net of brokerage
commissions. Such sales are expected to be made as soon as practicable after
the mailing of the stock certificates to the record holders.
 
   No NDC stockholder will be required to pay any cash or other consideration
for the Global Payments shares received in the distribution, or to surrender or
exchange NDC shares in order to receive Global Payments shares. The
distribution will not affect the number of, or the rights attaching to,
outstanding NDC shares. No vote of NDC stockholders is required or sought in
connection with the distribution, and NDC stockholders will have no appraisal
rights in connection with the distribution.
 
Results of the Distribution
 
   After the distribution, Global Payments will be a separate public company.
Immediately after the distribution, Global Payments expects to have
approximately              holders of record of Global Payments shares and
approximately                  Global Payments shares outstanding, based on the
number of stockholders of record and outstanding NDC shares on
                 , 2000. The actual number of Global Payments shares to be
distributed will be determined as of the record date.
 
   The distribution will not affect the number of outstanding NDC shares or any
rights of NDC stockholders.
 
Listing and Trading of the Global Payments Shares
 
   The Global Payments shares have been approved for listing on the New York
Stock Exchange, subject to official notice of issuance, under the symbol "GPN."
Prior to the distribution, we do not expect any public trading market for
shares to exist, except that beginning on               , 2000, the Global
Payments shares are expected to trade on a "when-issued" basis on the New York
Stock Exchange for settlement when the distribution occurs. The term "when-
issued" means trading in shares prior to the time the Global Payments shares
are actually available or issued. If the distribution conditions are not
satisfied and the Global Payments shares are not distributed, all "when-issued"
trading will become null and void. If the distribution closes as planned, it is
expected that "regular way" trading will commence on              , 2000 at
9:30 a.m. New York time.
 
   Some of the NDC stockholders who receive Global Payments shares may decide
that they do not want shares in a company that provides our products and
services, and may sell their Global Payments shares following the distribution.
This may delay the development of an orderly trading market in the Global
Payments shares for a period of time following the distribution. Until the
Global Payments shares are fully distributed and an orderly market develops,
the prices at which the Global Payments shares trade may fluctuate
significantly and may be lower or higher than the price that would be expected
for a fully distributed issue. Prices for Global Payments shares will be
determined in the marketplace and may be influenced by many factors, including
the depth and liquidity of the market for the Global Payments shares, Global
Payments' results of operations, investors' perception of Global Payments, its
products and services, the amount of dividends that Global Payments pays,
changes in economic conditions in our industry and general economic and market
conditions.
 
   Following the distribution, NDC common stock will continue to be listed and
traded on the New York Stock Exchange under the symbol "NDC." As a result of
the distribution, the trading price of NDC common stock immediately following
the distribution will likely be lower than the trading price of NDC common
stock immediately prior to the distribution. Until the market has fully
analyzed the operations of NDC without the operations of Global Payments, the
prices at which NDC common stock trades may fluctuate significantly.
 
 
                                       17

<PAGE>
 
   
   Global Payments shares distributed to NDC stockholders will be freely
transferable, except for Global Payments shares received by persons who may be
deemed to be "affiliates" of Global Payments under the federal Securities Act
of 1933. Persons who may be deemed to be affiliates of Global Payments after
the distribution generally include individuals or entities that control, are
controlled by, or are under common control with Global Payments and may include
certain directors, officers and significant shareholders of Global Payments.
Persons who are affiliates of Global Payments will be permitted to sell their
Global Payments shares only pursuant to an effective registration statement
under the Securities Act or an exemption from the registration requirements of
the Securities Act, such as the exemptions afforded by Section 4(1) of the
Securities Act and the brokerage sales provisions of Rule 144 thereunder. We
estimate that persons who may be deemed to be affiliates of Global Payments
immediately after the distribution will beneficially own approximately
               Global Payments shares, or less than     % of the outstanding
Global Payments shares. We estimate that persons who may be deemed to be
affiliates of Global Payments immediately after the acquisition will
beneficially own approximately    Global Payments shares, or less than  % of
the outstanding Global Payments shares.     
 
Certain Federal Income Tax Consequences
 
   The following is a summary of the material U.S. federal income tax
consequences of the distribution. It is not intended to address the tax
consequences for every NDC stockholder. In particular, this summary does not
cover state, local or non-U.S. income and other tax consequences. Accordingly,
stockholders are strongly encouraged to consult their individual tax advisors
for information on the tax consequences applicable to their individual
situations. In addition, stockholders residing outside of the United States are
encouraged to seek tax advice regarding the tax implications of the
distribution.
 
   NDC has received a tax ruling from the IRS stating in principle that, among
other things, the distribution will qualify as a tax-free distribution under
Section 355 of the Internal Revenue Code. In accordance with this tax ruling:
 
  .  No gain or loss will be recognized by NDC upon the distribution of
     Global Payments common stock to NDC's stockholders.
 
  .  No gain or loss will be recognized by NDC's stockholders as a result of
     their receipt of Global Payments common stock in the distribution except
     to the extent that a stockholder receives cash in lieu of any fractional
     shares.
 
  .  A NDC stockholder who receives cash as a result of the sale of a
     fractional share of Global Payments common stock by the distribution
     agent on behalf of such stockholder will be treated as having received
     the fractional share in the distribution and then having sold the
     fractional share. Accordingly, the stockholder will recognize gain or
     loss equal to the difference between the cash received and the amount of
     tax basis allocable (as described below) to the fractional share. Such
     gain or loss will be capital gain or loss if the fractional share would
     have been held by the stockholder as a capital asset.
 
  .  A stockholder's tax basis in NDC common stock will be apportioned
     between NDC common stock and Global Payments common stock received in
     the distribution on the basis of the relative fair market values of the
     shares at the time of the distribution.
 
  .  The holding period for capital gains purposes of Global Payments common
     stock received in the distribution will include the holding period of
     NDC common stock on which the distribution was made, provided that the
     stockholder holds the NDC common stock as a capital asset on the date of
     the distribution.
 
   A tax ruling relating to the qualification of a spin-off as a tax-free
distribution within the meaning of Section 355 of the code generally is binding
on the IRS. However, the continuing validity of a tax ruling is subject to
certain factual representations and assumptions. Neither we nor NDC are aware
of any facts or circumstances that would cause the representations and
assumptions contained in the tax ruling request made by NDC to be untrue.
 
 
                                       18

<PAGE>
 
   If the distribution were not to qualify as a tax-free distribution, NDC
would recognize taxable gain equal to the excess of the fair market value of
the Global Payments common stock distributed to NDC's stockholders over NDC's
tax basis in the Global Payments common stock. In addition, each NDC
stockholder who receives Global Payments common stock in the distribution would
generally be treated as receiving a taxable distribution in an amount equal to
the fair market value of Global Payments common stock.
 
   Under Section 355(e) of the code, the distribution will be disqualified if
one or more persons acquire directly or indirectly 50% or more of our or NDC's
stock (measured by vote or value) as part of a plan or series of related
transactions that is linked to the distribution under the rules of Section
355(e) of the code. Section 355(e) of the code also creates a rebuttable
presumption that any acquisition that occurred two years before or after a
Section 355(a) distribution is part of such a plan unless it is established
that the distribution and acquisition are not pursuant to a plan or series of
related transactions. If the distribution qualified under Section 355 of the
code but was disqualified under Section 355(e) of the code, NDC would recognize
taxable gain but the distribution would remain generally tax-free to each NDC
stockholder. For example, if there is an acquisition of Global Payments within
two years after the distribution that, together with the distribution, is
treated as pursuant to a single plan, NDC would recognize taxable gain but the
distribution would generally remain tax-free to each NDC stockholder. We are
not aware of any such transactions that would violate Section 355(e) of the
code and, therefore, trigger a gain. In addition, we and NDC have made
representations in the tax sharing agreement that no transactions will occur in
violation of Section 355(e) of the code. No assurance can be given, however,
that such transactions will not occur within the two year period following the
distribution. In the event that such transactions do occur, the party violating
the representations contained in the tax sharing agreement will indemnify the
other for any resulting tax liability.
 
   The foregoing is only a summary of the material U.S. federal income tax
consequences of the distribution under current law and is intended for general
information only. Each NDC stockholder should consult his or her tax advisor as
to the particular consequences of the distribution to such stockholder,
including the application of state, local and non-U.S. tax laws, and as to
possible changes in tax law that may affect the tax consequences described
above.
 
 
                                       19

<PAGE>
 
                      REASONS FOR FURNISHING THIS DOCUMENT
 
   This information statement is being furnished solely to provide information
to NDC stockholders who will receive Global Payments shares in the
distribution. It is not an inducement or encouragement to buy or sell any
securities of NDC or Global Payments.
 
                  RELATIONSHIP BETWEEN NDC AND GLOBAL PAYMENTS
                           FOLLOWING THE DISTRIBUTION
 
   For purposes of governing certain of the ongoing relationships between NDC
and Global Payments after the distribution and to provide for an orderly
transition to the status of two independent companies, we will enter into the
agreements described in this section with NDC. These agreements were negotiated
before the distribution, and thus were negotiated between affiliated parties.
We anticipate that the terms of these agreements will equitably reflect the
benefits and costs of our ongoing relationship with NDC.
   
   The forms of agreements summarized in this section are included as exhibits
to the Registration Statement on Form 10 that we have filed with the Securities
and Exchange Commission. See "Where You Can Obtain Additional Information"
beginning on page 70.     
 
Distribution Agreement
 
   We will enter into a distribution agreement with NDC which details among
other things the principal corporate transactions required to effect the
distribution and certain other agreements relating to the continuing
relationship between us and NDC after the distribution.
 
   The distribution agreement provides that on or prior to the effective date
of the distribution, NDC will have contributed to Global Payments all of the
issued and outstanding capital stock of those subsidiaries conducting our
business, and all assets, including intellectual property used in the conduct
of NDC's electronic transaction processing and information systems and services
business; and we will have issued to NDC that number of Global Payments shares
equal to the amount of shares to be distributed in the distribution.
 
   The distribution agreement also provides generally that all assets and
liabilities of Global Payments and the business of providing electronic
transaction processing and information systems and services conducted by NDC
prior to the distribution will be vested solely in Global Payments after the
distribution. NDC will have no interest in the assets and business of Global
Payments and will have no obligation with respect to the liabilities of the
business after the distribution. Similarly, Global Payments and its
subsidiaries will have no interest in the assets of NDC's other businesses and
will have no obligation with respect to the liabilities of NDC's businesses
after the distribution.
 
   Under the distribution agreement and effective as of the date of the
distribution, we will assume, and will agree to indemnify NDC against, all
liabilities, litigation and claims, including related insurance costs, arising
out of our business, and NDC will retain, and will agree to indemnify us
against, all liabilities, litigation and claims, including related insurance
costs, arising out of NDC's businesses, excluding the NDC eCommerce business
segment. An indemnified party may not recover from the other party if the
liability is covered by proceeds received by the indemnified party from any
third party insurance policy.
 
                                       20

<PAGE>
 
   The distribution agreement provides that the distribution will not occur
until all of the following conditions are satisfied or waived by the NDC board
of directors:
 
  .  A favorable tax ruling is received from the IRS;
 
  .  The registration statement on Form 10, of which this information
     statement is a part, has been declared effective under the federal
     Securities Exchange Act;
 
  .  The Global Payments board of directors named in this information
     statement has been elected and the Global Payments articles of
     incorporation and by-laws have been adopted and are in effect;
 
  .  The Global Payments common stock has been approved for listing on the
     New York Stock Exchange, subject to official notice of issuance;
 
  .  We have entered into an agreement establishing our new credit facility;
 
  .  We have performed our obligations under the distribution agreement; and
 
  .  No order shall have been issued, or be in effect, by any court
     preventing consummation of the distribution.
 
   Neither we nor NDC are aware of any material consent that is required in
order to complete the distribution, except those otherwise listed above as
separate conditions. The tax ruling, the financing commitment, the
effectiveness of the Form 10 and the approval for listing on the New York Stock
Exchange of the Global Payments common stock have been received.
 
   Following the satisfaction or waiver of the conditions enumerated above, the
distribution agreement provides that on or prior to the effectiveness of the
distribution, NDC will deliver to the distribution agent a certificate or
certificates representing all of the outstanding shares of Global Payments
common stock. NDC will instruct the distribution agent to distribute those
shares on           , 2000 or as soon thereafter as practicable in a proportion
equal to 0.8 of a share of Global Payments common stock for each share of NDC
common stock outstanding as of          , 2000.
 
Tax Sharing and Indemnification Agreement
 
   We will enter a tax sharing and indemnification agreement with NDC that will
govern the allocation between the companies of federal, state, local, and
foreign tax liabilities and related tax matters, such as the preparation and
filing of tax returns and tax contests, for the taxable periods before and
after the distribution.
 
   The tax sharing agreement has the following provisions that concern events
which might occur after the distribution that could have an adverse affect on
the tax treatment of the distribution:
 
  .  Each company will be responsible for, and will indemnify the other
     company from and against, any tax liability resulting from any action
     that may be inconsistent with the tax treatment of the contributions to
     capital and the distribution as contemplated in the IRS ruling request.
 
  .  Each company will be responsible for, and will indemnify the other
     company from and against, any tax liability resulting from any breach of
     a factual statement or representation made by such indemnifying company
     to the IRS in connection with the IRS ruling request.
 
  .  To maintain the tax-free treatment of the distribution, there are
     material limitations on transactions in which either company may be
     involved during the two year period following the distribution date.
     Specifically, during this two year period, a company may not engage in
     any of the following transactions unless they obtain (i) a private
     letter ruling from the IRS or an opinion from tax counsel
 
                                       21

<PAGE>
 
     providing that the transaction will not affect the tax-free treatment of
     the distribution and the preceding contributions of capital, and (ii)
     the consent of the other party to the tax sharing agreement:
 
    .  the liquidation or merger with another corporation,
 
    .  the issuance of more than 35% of the company's capital stock,
 
    .  the redemption, purchase, or reacquisition of the company's own
       capital stock,
 
    .  the disposition or sale, other than in the ordinary course of
       business, of more than 40% of the assets constituting the company's
       current trades or business being relied upon in the IRS ruling
       request,
 
    .  the discontinuance of the active conduct of the company's current
       trades or businesses being relied upon in the IRS ruling request; or
 
    .  any other transaction resulting in the direct or indirect
       acquisition of the indemnifying company's stock representing 50% or
       greater interest in such company within the meaning of Section
       355(e) of the Internal Revenue Code.
 
   If a company enters into any of these transactions, without the required IRS
private letter ruling or opinion from tax counsel, or without the other party's
consent, such company will be responsible for, and will indemnify the other
company from and against, any tax liability resulting from any such
transaction.
 
   The Tax Sharing and Indemnification Agreement also contains the following
technical provisions:
 
  .  We will be responsible for the respective federal, state and foreign
     income tax liabilities attributable to any of Global Payments'
     subsidiaries relating to all taxable periods. Accordingly, we will
     indemnify NDC and its subsidiaries against any such tax liabilities
     attributable to any of our subsidiaries.
 
  .  Similarly, NDC will be responsible for the respective federal, state and
     foreign income tax liabilities attributable to NDC or its subsidiaries
     relating to all taxable periods. Accordingly, NDC will indemnify us and
     our subsidiaries against any such tax liabilities attributable to any of
     NDC's remaining subsidiaries.
 
  .  Any tax refund or tax benefit received by either company that is on
     account of or otherwise attributable to the other company will be paid
     by the receiving company to the other company.
 
  .  Following the distribution, the company to which a tax return relates
     generally will be responsible for preparing and filing such return, with
     the other company providing the requisite information, assistance, and
     cooperation.
 
  .  Each company generally will be responsible for handling, settling, and
     contesting any tax liability for which it is liable under the terms of
     the tax sharing agreement.
 
Employee Benefits Agreement
 
   We will enter into an employee benefits agreement with NDC concerning our
employee benefits obligations in connection with the distribution. Under the
agreement, we will assume certain liabilities for pension, welfare and other
employee benefits with respect to our employees and agree to establish certain
benefit plans for these individuals.
 
   The employee benefits agreement does not preclude us from discontinuing or
changing such plans, or establishing any new plans, at any time after the
distribution. In addition, the agreement represents an agreement between NDC
and us and does not create or establish any contract with, or other right or
interest of, any of our employees or those of NDC or any other party with
respect to employee benefits.
 
                                       22

<PAGE>
 
 Retirement Plans
 
   Effective before or immediately after the distribution, we will establish
our own qualified defined contribution plan under Section 401(k) of the
Internal Revenue Code, and nonqualified supplemental executive retirement plan,
which generally will be the same as NDC's respective plans as in effect at that
time. In addition, NDC will transfer to the Global Payments defined benefit
pension plan a proportionate share of assets allocable to the accrued benefits
for our employees under the NDC defined benefit pension plan. NDC also will
transfer to the Global Payments 401(k) plan assets equal to the account
balances under the NDC 401(k) plan of our employees. We will recognize the
service and compensation of our employees that was recognized previously by the
NDC retirement plans.
 
   Effective as of the date of the distribution, our pilot supplemental
executive retirement plan will assume and we will be solely responsible for the
liabilities under the NDC supplemental executive retirement plan with respect
to the applicable employees. NDC will have no liability after the effective
date of the distribution for the accrued benefits of any Global Payments
employee under the NDC supplemental executive retirement plan.
 
 Health and Welfare Plans
 
   As of the distribution, we will assume all liabilities and responsibilities
for providing health and welfare benefits to our employees. Prior to the
distribution, we understand that NDC will use its best efforts to have each
insurance carrier that insures a NDC health or welfare plan issue a policy to
us that is identical to the respective NDC policy.
 
 Stock and Incentive Compensation Plans
 
   In addition to the plans discussed above, we will establish certain
nonqualified stock and incentive compensation plans and arrangements similar to
those currently offered by NDC. These plans and arrangements include a long-
term incentive plan providing for stock options and awards of restricted stock
for employees and a stock option plan for non-employee directors. The treatment
of awards or grants to our employees under NDC's stock-based plans is described
below. We further intend to establish an employee stock purchase plan under
Section 423 of the code for our employees that will allow them to invest in our
future growth by purchasing Global Payments stock at a discount to market
prices.
 
 Stock Options
 
   Pursuant to the employee benefits agreement, each stock option for NDC
common stock granted under any of NDC's stock option plans and outstanding as
of the date of the distribution will be adjusted to reflect the distribution as
described below.
 
   Each NDC option will be adjusted to reflect the effect of the distribution
by multiplying the number of shares by a fraction:
 
  .  the numerator of which is the fair market value of one share of NDC
     common stock immediately before giving effect to the distribution,
     determined by reference to the closing price of the NDC common stock
     trading "regular way" as reported on the New York Stock Exchange on the
     day prior to the "ex-dividend" date, and
 
  .  the denominator of which is the fair market value of one share of NDC
     common stock immediately after giving effect to the distribution,
     determined by reference to the opening price of the NDC common stock
     trading "regular way" as reported on the New York Stock Exchange on the
     "ex-dividend" date.
 
   The result will be rounded down to the nearest whole share. Similarly, the
exercise price of the NDC option will be divided by the same fraction and
rounded up to the nearest cent. Each adjusted NDC option will
 
                                       23

<PAGE>
 
otherwise have the same terms and conditions as were applicable to the NDC
option as of the close of the distribution.
 
   For purposes of the option plans, each of our employees will be treated as
if their employment had been terminated by NDC as of the date of the
distribution. Any NDC option held by a Global Payments employee will be
replaced with an option to acquire Global Payments common stock. Each
replacement Global Payments stock option will have an aggregate intrinsic value
equal to or less than the aggregate intrinsic value of the forfeited NDC
option. Each replacement Global Payments option will have the same vesting and
terms as the forfeited NDC option it replaces, except that:
 
  .  the Global Payments option will be exercisable for the largest number of
     whole shares of Global Payments common stock determined by multiplying
     the number of shares of NDC common stock underlying the forfeited NDC
     option by a fraction:
 
    .  the numerator of which is the fair market value of one share of NDC
       common stock immediately before giving effect to the distribution,
       determined by reference to the closing price of the NDC common stock
       trading "regular way" as reported on the New York Stock Exchange on
       the day prior to the "ex-dividend" date, and
 
    .  the denominator of which is the fair market value of one share of
       Global Payments common stock immediately after giving effect to the
       distribution, determined by reference to the opening price of the
       Global Payments common stock trading "regular way" as reported on
       the New York Stock Exchange on the "ex-dividend" date; and
 
  .  the exercise price for the Global Payments option will equal the amount
     obtained by dividing the exercise price of the forfeited NDC option by
     the same fraction, and rounding up to the nearest cent.
 
   Because Mr. Yellowlees will have continuing responsibilities with Global
Payments after the distribution as the Chairman of our Board of Directors, his
NDC options (other than those that will expire shortly after the distribution,
which will be adjusted as provided above) will be split into options to acquire
Global Payments common stock and NDC common stock. His NDC options will be
adjusted by dividing the exercise price by a fraction:
 
  .  the numerator of which is the fair market value of one share of NDC
     common stock immediately before giving effect to the distribution,
     determined by reference to the closing price of the NDC common stock
     trading "regular way" as reported on the New York Stock Exchange on the
     day prior to the "ex-dividend" date, and
 
  .  the denominator of which is the fair market value of one share of NDC
     common stock immediately after giving effect to the distribution,
     determined by reference to the opening price of the NDC common stock
     trading "regular way" as reported on the New York Stock Exchange on the
     "ex-dividend" date and rounding up to the nearest cent. All other terms
     of his NDC options, including the number of NDC shares underlying the
     option, and time for vesting and exercise, will remain unchanged.
 
   In addition, for each NDC option held by Mr. Yellowlees at the close of the
distribution (other than his NDC options that will expire shortly after the
distribution), Global Payments will grant to him an option to acquire the
largest number of whole shares of Global Payments common stock determined by
multiplying the number of option shares underlying his NDC option by the number
of shares of Global Payments common stock to be distributed for each one share
of NDC common stock in the distribution. The exercise price of such Global
Payments option will be determined by dividing the pre-adjustment exercise
price of his NDC option by a fraction:
 
  .  the numerator of which is the fair market value of one share of NDC
     common stock immediately before giving effect to the distribution,
     determined by reference to the closing price of the NDC
 
                                       24

<PAGE>
 
     common stock trading "regular way" as reported on the New York Stock
     Exchange on the day prior to the "ex-dividend" date, and
 
  .  the denominator of which is the fair market value of one share of Global
     Payments common stock immediately after giving effect to the
     distribution, determined by reference to the opening price of the Global
     Payments common stock trading "regular way" as reported on the New York
     Stock Exchange on the "ex-dividend" date, and rounding up to the nearest
     cent.
 
   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 immediately
before giving effect to the distribution.
 
 Restricted Stock Awards
 
   Restricted stock awards held by NDC employees at the date of the
distribution 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. Such shares of Global Payments 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.
 
   For purposes of the restricted stock awards, each Global Payments employee
will be treated as if their employment had been terminated by NDC as of the
date of the distribution. Any NDC restricted stock award held by a Global
Payments employee will be replaced with a Global Payments restricted stock
award. Such replacement award will consist of the largest whole 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 by the fair market value of one share of Global
Payments common stock immediately after giving effect to the distribution,
determined by reference to the opening price of the Global Payments common
stock trading "regular way" as reported on the New York Stock Exchange on the
"ex-dividend" date. Such replacement Global Payments restricted stock awards
will 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 will refer to
employment by us or our affiliates rather than by NDC or its affiliates. NDC
will use reasonable efforts to cancel any certificates in such Global Payments
employees' names with respect to restricted shares of NDC common stock.
 
 Employee Stock Purchase Plan
 
   Effective as of the date of the distribution we will establish an employee
stock purchase plan for the benefit of our employees that is substantially
similar to NDC's current plan.
 
Real Estate Agreements
 
 Headquarters Lease Agreement
 
   We will enter into a lease agreement with NDC for approximately 85,000
rentable square feet of space owned by NDC in Building I of National Data
Plaza. The term of the lease will be for three years, at fair market rental
rates. We will also have the non-exclusive right to use the cafeteria, as well
as the conference rooms on the first floor of Building II. The lease will be a
full service lease, with NDC responsible for performance of all maintenance
and repair as well as payment of all utility costs and real property taxes
associated with Building I. NDC will provide us with an allowance to be
applied toward the cost of re-modeling work as well as additional work
required by us and approved by NDC.
 
 Additional Office Space (Subleases and Assignments)
   
   We will enter into a sub-lease agreement with NDC for a portion of NDC's
existing office space located in San Diego, California. NDC will also enter
into a sub-lease with us for a portion of our existing office space in     
 
                                      25

<PAGE>
 
   
St. Louis, Missouri. Both of these sub-lease agreements will be "pass through"
sub-leases with the applicable sub-lessee assuming the obligations of the
existing lease (as in effect on the date of the distribution) with respect to
the sub-leased space. In addition, we will be taking an assignment of several
other NDC office space leases around the country.     
 
Intercompany Systems / Network Services Agreement
 
   The Services. We will enter into an exclusive intercompany services
agreement with NDC for telecommunications services, and transaction processing
services and support.
 
   As part of the telecommunications services under the agreement, we will
continue to receive telecommunications service from the carriers that will
continue to provide telecommunication services to NDC. In addition, NDC will
supply us with the necessary engineering, procurement, operations and
administrative services.
 
   The transaction processing services include facilities, operations, and
technical support for transaction processing and file transfer services.
 
   NDC intends to segregate and split our local area network and wide area
network support and engineering, email support, customer service system
support, financial systems support and personal computer and printer support
functions to us prior to the distribution. In the event that there are some of
these functions that have not been transferred at the time of the distribution,
then NDC will continue to support these functions for a period not to exceed
twelve months (24 months in the case of human resources and payroll systems).
 
   Allocation of Costs. We will be charged for our use of the services based on
an allocation of costs. Where technology and services are shared by NDC and us,
we will pay a percentage of NDC's overall costs based on our share of the
aggregate costs. Where services are provided by NDC to us exclusively, rather
than being shared, we will pay NDC the direct cost of the services. Other
services will be charged to us based on NDC's actual manpower costs to provide
the services, including all costs directly associated with such manpower.
 
   Our allocation of costs will be calculated at the beginning of each fiscal
year, based on the projected use of shared technology services. We will
estimate our need for services monthly on a 12 month rolling forecast basis,
based on which NDC will make commitments of personnel, equipment and other
costs. Actual costs allocated to us will be based on actual costs expended by
NDC to provide our technology needs. In the case of telecommunications
services, where services are provided exclusively to us as identified by the
carrier in its billing to NDC, we will pay those specific charges; otherwise,
costs will be allocated based on proportionate usage. If our actual use of
services is less than projected, our cost will decrease as long as NDC is not
subject to third party contract minimums.
 
   Acknowledgement of certain principles relating to shared systems. In the
agreement, we acknowledge certain principles relating to the fact that the
services NDC will provide will utilize shared systems:
 
  .  the computing services will be provided to us by NDC using the same
     integrated and networked system that provides similar services to NDC;
 
  .  the telecommunications services will be managed and supervised as part
     of similar services obtained for NDC's business using the same
     integrated and networked system;
 
  .  the costs to both parties to obtain telecommunications services will
     likely increase if the parties are unable to take advantage of their
     combined volume needs;
 
  .  the parties are sharing systems, and diminution of quality, or
     performance will impact both parties equally; and
 
  .  NDC is not providing the services to make a profit.
 
                                       26

<PAGE>
 
   Term of the Agreement. The initial term of the agreement is three years,
with an option to renew for up to two additional years. If, with our consent,
NDC enters into new contracts for telecommunications services or renews an
existing contract for such services in order to provide telecommunications
services to us, and that contract expires after the term of our agreement with
NDC, then our agreement will be extended until NDC's new telecommunication
contract expires for the sole purpose of obtaining service pursuant to those
contracts. The contract will also be extended for up to 12 months if we ask for
termination assistance services that extend beyond the contract term.
 
   Termination for Convenience. We can terminate the entire services agreement
for convenience by giving NDC at least one year's advance notice and paying the
termination fee. The termination fee will include all costs incurred or to be
incurred by NDC as a result of the termination, including the balance of
software license or maintenance agreements, the book value or remaining lease
balance of any facility installations installed for us, the impact of NDC's
inability to meet telecommunications contract minimums, and one-half of any
other costs reasonably incurred by NDC that are directly related to splitting
or transferring hardware or software to us.
 
   Service Levels. We have agreed with NDC on a procedures manual that sets out
applicable service levels and the remedies we have if such service levels are
not met. If a service level for a particular service is not set forth in the
procedures manual, and we request that one be established, NDC, with our
assistance, will assess the historical service levels for the 12 months prior
to the effective date and will propose a service level. If accepted, it will be
added to the procedures manual. The parties intend that services will be
provided at a level not less than the service levels immediately prior to the
distribution.
 
   Jointly Owned Software. NDC has internally developed certain software, some
of which supported NDC's business and our business. The shared software will be
jointly owned by NDC and us, but each party's use of it will be subject to
certain restrictions. NDC will not be permitted to use the shared software to
operate any business substantially similar to our ecommerce business (except to
perform the services for us). We will not be permitted to use the shared
software to operate any business substantially similar to the health care
information services business of NDC. Neither of us may sell nor license the
shared software to any third party without the consent of the other party.
 
Transaction Processing Agreement
 
   We will enter into a transaction processing agreement with NDC for a
transition period pursuant to which we will provide NDC with claims processing
for transactions that are not time sensitive, printing services, backup tapes,
system backup and offsite storage services, that are currently performed on
systems that we own. The services will be provided to NDC based on an
allocation of costs. The term of the agreement begins on the date of the
distribution and ends on May 31, 2001, unless extended in accordance with its
terms.
 
Transition Support Agreement
   
   We will enter into a transition support agreement with NDC prior to the date
of distribution under which, in exchange for the fees specified in such
agreement, NDC will agree to continue to provide tax return preparation, stock
option administration services, lease negotiation and administration services,
and certain other administrative services, and we will agree to provide certain
administrative services to NDC and the use of space in one of our offices. The
transition support agreement will provide that each of Global Payments and NDC
will undertake to provide the same degree of care and diligence as each of us
use in providing these services to our businesses and subsidiaries. Provision
of services under the transition support agreement will terminate no later than
three years following the effective date of the distribution.     
 
                                       27

<PAGE>
 
                                 CAPITALIZATION
   
   The following table sets forth our historical and pro forma combined debt
and capitalization at August 31, 2000. This data should be read in conjunction
with our historical combined balance sheet and the notes thereto, appearing
elsewhere in this information statement. The pro forma information set forth
below gives effect to the distribution as if it had occurred on August 31, 2000
and the pro forma, as adjusted, gives effect to the distribution as if it had
occurred on August 31, 2000 and the acquisition of CIBC's merchant acquiring
business as if it had occurred on August 31, 2000. This information may not
necessarily reflect the debt and capitalization of Global Payments in the
future or as it would have been had we been a separate, independent company at
August 31, 2000 or had the distribution and the acquisition actually been
effected on such date.     
 
   Based upon the relative financial conditions, results of operations and
prospects of NDC and Global Payments, NDC determined that $96.1 million would
be an appropriate allocation to Global Payments of the existing NDC debt at May
31, 2000. For the three months ended August 31, 2000 Global Payments made net
repayments of $21.1 million, thereby reducing this $96.1 million due to NDC to
$75.0 million as of August 31, 2000. Accordingly Global Payments will make a
net cash payment to NDC at the time of the distribution equal to $75.0 million
adjusted for the net cash contributions of eCommerce operations between
September 1 and the actual date of the distribution. This will be the only cash
paid to NDC, except for final adjustments according to the distribution
agreement. We have a commitment for a $110 million revolving line of credit. It
will fund the cash due to NDC to reflect our share of NDC's pre-distribution
debt used to establish our initial capitalization. This line of credit will
also be used to meet our working capital and acquisition needs after the
distribution. Consistent with the allocation of NDC debt at May 31, 2000, NDC
utilized a rollback approach to allocate the anticipated portion of the NDC
consolidated groups debt for all historical periods. This treatment records the
current proposed debt allocation percentage for all historical periods.
 

<TABLE>   
<CAPTION>
                                                     August 31, 2000
                                          --------------------------------------
                                                                    Pro Forma
                                          Historical Pro Forma(1) As Adjusted(2)
                                          ---------- ------------ --------------
                                             (In thousands except share data)
   <S>                                    <C>        <C>          <C>
   Due to NDC...........................   $ 75,014         --            --
   Line of credit.......................        --     $ 75,014      $ 75,014
   Long-term debt, excluding current
    portion.............................        --          --            --
 
   Shareholder's Equity:
    NDC equity investment...............    133,004         --            --
    Preferred stock, no par value,
     5,000,000 authorized, none issued..        --          --            --
    Common stock, no par value,
     200,000,000 shares authorized, none
     issued and outstanding (Historical)
     and 26,279,708 issued and
     outstanding (Pro Forma(1))
     35,633,502 issued and outstanding
     (Pro Forma, as adjusted(2))........        --          --            --
    Paid in capital.....................        --      133,004       269,850
    Cumulative translation adjustment...       (314)       (314)         (314)
                                           --------    --------      --------
   Total Shareholder's Equity...........    132,690     132,690       269,536
                                           --------    --------      --------
   Total Capitalization.................   $207,704    $207,704      $344,550
                                           ========    ========      ========
</TABLE>
    
--------
   
(1)  Pro forma combined debt and capitalization at August 31, 2000 presents the
     financial condition of Global Payments as if the distribution had occurred
     on August 31, 2000 with adjustments made for the repayment of the amount
     due to NDC with proceeds from a new bank line of credit and
     reclassification of the NDC equity investment to paid in capital.     
   
(2)  Pro forma, as adjusted, combined debt and capitalization at August 31,
     2000, presents the financial condition of Global Payments as if the
     distribution and the acquisition of CIBC's merchant acquiring business had
     occurred on August 31, 2000, with adjustments made for the repayment of
     the amount due to NDC with proceeds from a new bank line of credit,
     reclassification of the NDC equity investment to paid in capital and the
     issuance of common shares in connection with the acquisition as an
     increase to paid in capital.     
 
                                       28

<PAGE>
 
                                DIVIDEND POLICY
 
   Our dividend policy will be set by our Board of Directors after the
effective date of the distribution. The declaration and payment of dividends is
at the discretion of our Board of Directors and will be subject to our
financial results and the availability of surplus funds to pay dividends.
Georgia law prohibits us from paying dividends or otherwise distributing funds
to our shareholders, except out of legally available funds. No such
distribution may be made if as a result the company would not be able to pay
its debts as they become due in the usual course of business or its total
assets would be less than the sum of its total liabilities plus the amount that
would be needed, if the company were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of
shareholders whose preferential rights are superior to those receiving the
distribution.
 
   The amount of any quarterly cash dividends will depend on a number of
factors, including our financial condition, capital requirements, results of
operations, future business prospects and other factors our Board may deem
relevant, including restrictions on our ability to declare and pay dividends
and distributions on the Global Payments shares. We may, but cannot assure you,
that we will pay cash dividends on our stock in the future. We also cannot
assure you that such dividends, if commenced, will be at a rate equivalent to
that currently paid by NDC or that such dividends will not be increased,
decreased or terminated.
 
 
                                       29

<PAGE>
 
                            SELECTED FINANCIAL DATA
   
   The selected historical combined financial data of Global Payments set forth
below should be read in conjunction with our combined financial statements,
including the notes thereto, and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in this
information statement. The income statement data for each of the three fiscal
years ended May 31, 2000 and the balance sheet data as of May 31, 2000 and 1999
are derived from the audited combined financial statements included elsewhere
in this information statement. The income statement data for the three months
ended August 31, 2000 and 1999 and the years ended May 31, 1997 and 1996 and
the balance sheet data as of August 31, 2000 and 1999 and May 31, 1998, 1997
and 1996 are derived from the unaudited combined financial statements that have
been prepared by management.     
   
   We were formed in September, 2000 for the purpose of taking title to the
stock of the NDC subsidiaries operating as its eCommerce business. We do not
have a recent operating history as an independent company. Our historical
combined financial statements contained in this document reflect periods during
which neither we nor any of our subsidiaries operated as an independent
company, and certain assumptions were made in preparing such financial
statements.     
 
   The financial information we have included in this information statement
reflects the historical results of operations and cash flows of Global Payments
with adjustments made for corporate services provided to us by NDC and interest
expense and related debt based on the current proposed debt allocation
percentage. Operating costs and expenses reflect direct charges of the
eCommerce business together with certain allocations by NDC for corporate
services, communication and other shared services that have been charged to our
company based on usage or other methodologies appropriate for such expenses. In
the opinion of management, these allocations have been made on a reasonable
basis and approximate all the material incremental costs we would have incurred
had we been operating on a stand-alone basis, except for the pro forma
adjustments relating to the distribution included elsewhere in this information
statement.
 

<TABLE>
<CAPTION>
                                             Selected Financial Data
                         ----------------------------------------------------------------------
                         Three Months Ended
                             August 31,                     Year Ended May 31,
                         --------------------  ------------------------------------------------
                           2000       1999       2000      1999      1998      1997      1996
                         ---------  ---------  --------  --------  --------  --------  --------
                                       (In thousands except per share data)
<S>                      <C>        <C>        <C>       <C>       <C>       <C>       <C>
Revenue................. $  87,191  $  89,828  $340,033  $330,051  $291,547  $257,679  $180,924
Operating expenses:
 Cost of service........    45,881     46,022   181,479   169,805   153,518   142,479    95,588
 Sales, general and
  administrative........    24,728     23,267    95,342    83,571    80,055    75,622    61,315
                         ---------  ---------  --------  --------  --------  --------  --------
 
Operating income........    16,582     20,539    63,212    76,675    57,974    39,578    24,021
Other income (expense),
 net....................    (2,518)    (2,321)   (9,440)  (10,074)   (7,366)   (3,134)    2,261
                         ---------  ---------  --------  --------  --------  --------  --------
 
Earnings before income
 taxes..................    14,064     18,218    53,772    66,601    50,608    36,444    26,282
Provision for income
 taxes..................     5,415      7,014    20,725    25,265    19,531    13,811     8,715
                         ---------  ---------  --------  --------  --------  --------  --------
 
Net income.............. $   8,649  $  11,204  $ 33,047  $ 41,336  $ 31,077  $ 22,633  $ 17,567
                         =========  =========  ========  ========  ========  ========  ========
 
Basic earnings per
 share(1)............... $    0.33  $    0.41  $   1.24  $   1.53  $   1.21  $   0.93  $   0.73
 
Total assets............ $ 285,850  $ 298,706  $287,946  $289,667  $276,753  $260,134  $249,292
 
Due to NDC.............. $  75,014  $  89,875  $ 96,125  $ 89,375  $109,375  $ 71,875  $ 15,000
 
Long-term obligations... $   6,506  $   8,882  $  7,232  $ 15,774  $  6,616  $  5,067  $  7,876
 
Total shareholder's
 equity................. $ 132,690  $ 106,062  $120,885  $108,013  $ 84,896  $104,044  $168,861
</TABLE>

--------
(1)  Using the distribution ratio of 0.8 of a share of Global Payments common
     stock for each share of NDC common stock held. Weighted average shares
     outstanding is computed by applying the distribution ratio to the
     historical NDC weighted average shares outstanding for all periods
     presented.
 
                                       30

<PAGE>
 

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   
   The following discussion should be read in conjunction with "Selected
Financial Data," and the other financial information appearing elsewhere in
this information statement. Except for the historical information contained
herein, the discussions in this document contain forward-looking statements
that involve risks and uncertainties. Our actual results could differ
materially from those discussed herein. Factors that could cause or contribute
to such differences include, but are not limited to, those discussed under
"Risk Factors" beginning on page 8, as well as those discussed elsewhere in
this information statement.     
 
General
 
   We are one of the largest independent electronic transaction processing
service providers in the world. We provide a wide range of end-to-end
electronic commerce solutions to merchants, corporations, financial
institutions and government agencies. We market our products and services
through a variety of distinct sales channels including a sizable, dedicated
direct sales force, independent sales organizations, independent sales
representatives, an internal telesales group, alliance bank relationships and
financial institutions. We have a high percentage of recurring revenues and
process over 1.6 billion transactions per year servicing more than 775,000
merchant locations.
 
Components of Income Statement
 
   We derive our revenues from three primary sources: (i) charges based on
volumes and fees for merchant services; (ii) charges based on transaction
quantity; and (iii) equipment sales, leases and service fees. Revenues
generated by these areas depend upon a number of factors, such as demand for
and price of our services, the technological competitiveness of our product
line, our reputation for providing timely and reliable service, competition
within our industry, and general economic conditions.
 
   Cost of service consists primarily of the cost of network telecommunications
capability, transaction processing systems, personnel to develop and maintain
applications and operate computer networks and to provide customer support, and
depreciation and occupancy costs associated with the facilities performing
these functions. Sales, general and administrative expenses consist primarily
of salaries, wages and related expenses paid to sales, non-revenue customer
support functions and administrative employees and management, commissions to
independent contractors, advertising costs, other selling expenses, employee
training costs and occupancy of leased space directly related to these
functions.
 
   Other income and expense consists of minority interest in earnings expense,
interest expense and other miscellaneous items of income and expense.
 
   Our earnings before interest, taxes, depreciation and amortization, or
EBITDA, is defined as operating income plus depreciation and amortization. This
statistic and its results as a percentage of revenue may not be comparable to
similarly titled measures reported by other companies. EBITDA is not a
measurement of financial performance under generally accepted accounting
principles and is not presented as a substitute for net income or cash flow
from operating, investing or financing activities determined in accordance with
generally accepted accounting principles. However, we believe this statistic is
a relevant measurement and provides a comparable cash earnings measure,
excluding the impact of the amortization of acquired intangibles and potential
timing differences associated with capital expenditures and the related
depreciation charges.
 
                                       31

<PAGE>
 
Results Of Operations
 
 First Quarter Ended August 31, 2000 Compared to First Quarter Ended August 31,
1999
 
   The following table provides comparisons of our results of operations for
the first quarter ended August 31, 2000 and 1999, respectively:
 

<TABLE>
<CAPTION>
                                 Three Months Ended August 31,
                          -------------------------------------------
                                  2000                  1999
                          --------------------- --------------------- 2000 vs.
                                         % of                  % of     1999
                             Actual     Revenue    Actual     Revenue  Change
                          ------------- ------- ------------- ------- --------
                          (in millions)         (in millions)
<S>                       <C>           <C>     <C>           <C>     <C>
Revenue..................     $87.2                 $89.8                (3)%
Operating expenses:
 Cost of service.........      45.9        53 %      46.0        51 %    -- %
 Sales, general and
  administrative.........      24.7        28 %      23.3        26 %     6 %
                              -----       ---       -----       ---     ---
 
Operating income.........      16.6        19 %      20.5        23 %   (19)%
 
Other income (expense)...      (2.5)       (3)%      (2.3)       (3)%    (9)%
                              -----       ---       -----       ---     ---
 
Earnings before income
 taxes...................     $14.1        16 %     $18.2        20 %   (23)%
                              =====       ===       =====       ===     ===
 
Depreciation and
 Amortization............     $ 5.0         6 %     $ 5.1         6 %    (2)%
 
EBITDA...................     $21.6        25 %     $25.6        29 %   (16)%
 
Net cash provided by
 operating activities....      17.3        20 %      21.5        24 %   (20)%
Net cash used in
 investing activities....      (2.0)       (2)%      (1.9)       (2)%     5 %
Net cash used in
 financing activities....     (16.8)      (19)%     (18.9)      (21)%   (11)%
</TABLE>

 
   Our revenue decrease of $2.6 million or 3% in the first quarter ended
August 31, 2000 reflects volume growth in merchant acquiring card processing
services offset by declines in other merchant services product offerings and
funds transfer offerings compared to the prior year's first quarter. We expect
this decline to continue in the next quarter primarily due to the recent
divesture of product offerings in merchant services and funds transfer.
 
   Cost of service decreased $0.1 million the first quarter ended August 31,
2000 from the prior year's first quarter. As a percentage of revenue, cost of
service increased to 53% in the first quarter ended August 31, 2000 compared to
51% in the prior year's first quarter. These increases are primarily due to a
change in the product and service revenue mix to a higher cost service coupled
with investments in infrastructure, which may continue in the next quarter.
 
   Sales, general and administrative expenses increased $1.4 million or 6% in
the first quarter ended August 31, 2000 from the prior year's first quarter. As
a percentage of revenue, these expenses increased to 28% for the first quarter
ended August 31, 2000 compared to 26% in the prior year's first quarter. These
increases are primarily due to investments in distribution channel expansion,
sales staffing and programs, and management and related corporate costs in
anticipation of becoming a separate public entity.
 
   Operating income decreased $3.9 million or 19% to $16.6 million in the first
quarter ended August 31, 2000 from $20.5 million in the prior year's first
quarter. As a percentage of revenue, our operating income margin decreased to
19% in the first quarter ended August 31, 2000 from 23% in the prior year's
first quarter. This decline is due primarily to the factors described above.
 
                                       32

<PAGE>
 
   EBITDA for the first quarter ended August 31, 2000 was $21.6 million
compared to $25.6 million in the prior year's first quarter. Earnings before
income taxes were $14.1 million in the first quarter ended August 31, 2000
compared to $18.2 million in the prior year's first quarter.
 
   Total other expense increased $0.2 million for the first quarter ended
August 31, 2000 compared to the prior year's first quarter. This increase was
primarily the result of increased minority interest expense due to improved
partnership earnings and an increase in MasterCard's earnings participation
percentage.
 
 Fiscal Year Ended May 31, 2000 Compared to Fiscal Year Ended May 31, 1999
 
   The following table provides comparisons of our results of operations for
fiscal years 2000 and 1999:
 

<TABLE>
<CAPTION>
                                     2000                  1999
                             --------------------- --------------------- 2000 vs.
                                            % of                  % of     1999
                                Actual     Revenue    Actual     Revenue  Change
                             ------------- ------- ------------- ------- --------
                             (in millions)         (in millions)
   <S>                       <C>           <C>     <C>           <C>     <C>
   Revenue.................     $340.0                $330.1                 3 %
   Operating expenses:
    Cost of service........      181.5        53 %     169.8        52 %     7 %
    Sales, general and
     administrative........       95.3        28 %      83.6        25 %    14 %
                                ------       ---      ------       ---     ---
 
   Operating income........       63.2        19 %      76.7        23 %   (18)%
 
   Other income (expense)..       (9.4)       (3)%     (10.1)       (3)%    (7)%
                                ------       ---      ------       ---     ---
 
   Earnings before income
    taxes..................     $ 53.8        16 %    $ 66.6        20 %   (19)%
                                ======       ===      ======       ===     ===
 
   Depreciation and
    Amortization...........     $ 20.0         6 %    $ 19.9         6 %    -- %
 
   EBITDA..................     $ 83.2        24 %    $ 96.6        29 %   (14)%
 
   Net cash provided by
    operating activities...       41.3        12 %      60.5        18 %   (32)%
   Net cash used in
    investing activities...      (11.0)       (3)%     (14.0)       (4)%   (21)%
   Net cash used in
    financing activities...      (28.9)       (9)%     (46.2)      (14)%   (37)%
</TABLE>

 
   Our revenue increase of $9.9 million or 3% in fiscal 2000 reflects 4% growth
in revenue from merchant services product offerings partially offset by a 4%
decline in revenues from funds transfer product offerings compared to the prior
year. We expect this decline in funds transfer revenue to continue in fiscal
2001, primarily due to a recent divestiture of a product offering. The growth
in merchant services revenue is due primarily to the addition of new merchant
relationships coupled with increased usage of credit cards, debit cards and
checks from existing customers.
 
   Cost of service increased $11.7 million or 7% in fiscal 2000 from the prior
year. As a percentage of revenue, cost of service increased to 53% in fiscal
2000 compared to 52% in the prior year. These increases are primarily due to a
change in the product and service revenue mix to a higher cost service coupled
with investments in infrastructure, which may continue in fiscal 2001.
 
   Sales, general and administrative expenses increased $11.7 million or 14% in
fiscal 2000 from the prior year. As a percentage of revenue, these expenses
increased to 28% for fiscal 2000 compared to 25% in the prior year. These
increases are primarily due to investments in distribution channel expansion,
sales staffing and
 
                                       33

<PAGE>
 
programs, customer service improvements, product development activities, and
management and related corporate costs in anticipation of becoming a separate
public entity. We anticipate increased expenses for the next fiscal year as a
result of operating as a stand-alone company.
 
   Operating income decreased $13.5 million or 18% to $63.2 million in fiscal
2000 from $76.7 million in the prior year. As a percentage of revenue, our
operating income margin decreased to 19% in fiscal 2000 from 23% in the prior
year. This decline is due primarily to the factors described above.
 
   EBITDA for fiscal 2000 was $83.2 million compared to $96.6 million in the
prior year. Earnings before income taxes were $53.8 million in fiscal 2000
compared to $66.6 million in the prior year.
 
   Total other expense decreased $0.7 million for fiscal 2000 compared to the
prior year. This decrease was primarily the result of decreased interest
expense due to the retirement of the $6.0 million note related to a prior
acquisition.
 
 Fiscal Year Ended May 31, 1999 Compared to Fiscal Year Ended May 31, 1998
 
   The following table provides comparisons of our results of operations for
fiscal years 1999 and 1998:
 

<TABLE>
<CAPTION>
                                     1999                  1998
                             --------------------- --------------------- 1999 vs.
                                            % of                  % of     1998
                                Actual     Revenue    Actual     Revenue  Change
                             ------------- ------- ------------- ------- --------
                             (in millions)         (in millions)
   <S>                       <C>           <C>     <C>           <C>     <C>
   Revenue.................     $330.1                $291.5                13 %
   Operating expenses:
    Cost of service........      169.8        52 %     153.5        53 %    11 %
    Sales, general and
     administrative........       83.6        25 %      80.0        27 %     5 %
                                ------       ---      ------       ---     ---
 
   Operating income........       76.7        23 %      58.0        20 %    32 %
 
   Other income (expense)..      (10.1)       (3)%      (7.4)       (3)%    36 %
                                ------       ---      ------       ---     ---
 
   Earnings before income
    taxes..................     $ 66.6        20 %    $ 50.6        17 %    32 %
                                ======       ===      ======       ===     ===
 
   Depreciation and
    Amortization...........     $ 19.9         6 %    $ 18.4         6 %     8 %
 
   EBITDA..................     $ 96.6        29 %    $ 76.4        26 %    26 %
 
   Net cash provided by
    operating activities...       60.5        18 %      45.8        16 %    32 %
   Net cash used in
    investing activities...      (14.0)       (4)%     (25.6)       (9)%   (45)%
   Net cash used in
    financing activities...      (46.2)      (14)%     (21.4)       (7)%   116 %
</TABLE>

 
   The revenue increase of $38.6 million or 13% in fiscal 1999 primarily
reflects the full year impact of the CheckRite acquisition, growth of programs
directed at vertical industry offerings, and growth within the existing
customer base. This growth was reflected in an increase in the volumes of
merchant sales and transactions processed due to a larger customer base and
increased consumer usage of credit cards, debit cards and checks.
 
   Cost of service increased $16.3 million or 11% in fiscal 1999 from the prior
year. The increase was primarily due to higher operating costs associated with
increased transaction growth. Total cost of service, as a percentage of
revenue, was 52% in fiscal 1999 compared to 53% in the prior year.
 
 
                                       34

<PAGE>
 
   Sales, general and administrative expenses increased $3.6 million or 5% in
fiscal 1999 from the prior year due primarily to costs related to the
integration of the CheckRite acquisition offset by lower corporate allocated
expenses.
 
   Operating income increased $18.7 million or 32% to $76.7 million in fiscal
1999 from $58.0 million in the prior year. As a percentage of revenue, the
Company's operating income margin increased to 23% in fiscal 1999 from 20% in
the prior year. These increases are primarily due to the factors described
above.
 
   EBITDA for fiscal 1999 was $96.6 million compared to $76.4 million in the
prior year. Earnings before income taxes in fiscal 1999 grew by 32% to $66.6
million from $50.6 million in the prior year.
 
   Total other expense increased $2.7 million for fiscal 1999 compared to the
prior year. This increase was primarily the result of higher interest expense
due to increased utilization of capital leases as a financing option for
capital expenditures.
 
Liquidity and Capital Resources
 
   Net cash provided by operating activities decreased 20% to $17.3 million for
the first quarter ended August 31, 2000 from $21.5 million for the prior year's
first quarter driven primarily by the decrease in earnings. Net cash used in
investing activities was $2.0 million for the first quarter ended August 31,
2000 compared to $1.9 million in the prior year's first quarter. Net cash used
in financing activities decreased 11% to $16.8 million for the first quarter
ended August 31, 2000 from $18.9 million in the prior year's first quarter.
 
   Cash flow generated from operations provides us with a significant source of
liquidity to meet our needs. At May 31, 2000, we had cash and cash equivalents
totaling $2.8 million. Net cash provided by operating activities decreased 32%
to $41.3 million for fiscal 2000 from $60.5 million for the prior year. This
difference is driven primarily by the decrease in earnings, changes in deferred
income taxes and changes in net merchant processing funds partially offset by
changes in income taxes and reduced accounts receivable. The changes in net
merchant processing funds reflect fluctuations in the timing of credit card
settlement and funding of merchants and may vary from month to month. In
addition to timing and cutoff, the balance is also influenced by volume growth
and interchange rates. The change in income taxes was due to reduced taxable
income and timing of estimated payments. The reductions in accounts receivables
resulted from improved collections.
 
   Net cash used in investing activities was $11.0 million for fiscal 2000
compared to $14.0 million for the prior year. This is primarily due to a 1999
system development project that was completed in early 2000.
 
   Net cash used in financing activities decreased to $28.9 million for fiscal
2000 from $46.2 million in the prior year. The net effect of the payments and
borrowings due to NDC is $6.8 million in borrowings for fiscal 2000 compared to
a $20.0 million payment for the prior year. Principal payments under capital
lease arrangements and other long term debt increased to $9.5 million for
fiscal 2000 from $3.6 million in the prior year due primarily to the retirement
of a $6.0 million note payable related to a prior acquisition.
   
   We believe that our current level of cash and borrowing capacity under our
committed line of credit described below, along with future cash flows from
operations, are sufficient to meet the needs of our existing operations and
planned requirements for the foreseeable future. Over the next two to three
years, we may develop our own hardware and software facilities for the
transaction processing, cash management, file transfer and related
communications functions in an effort to improve productivity and reduce cost
of services. If undertaken, this development would increase our capital
expenditures above historical levels over the next two to three years. In
addition, if we close the acquisition of CIBC's merchant acquiring business, we
will begin the planning and development process which will allow us to assume
the processing services CIBC will initially provide to the Canadian merchants
under a transition agreement. This development effort will also increase our
capital expenditures above historical levels over the next two years. We
regularly evaluate cash requirements for current operations, commitments,
development activities and acquisitions. We may elect to raise additional funds
for these purposes, either through the issuance of debt or equity or otherwise,
as appropriate.     
 
                                       35

<PAGE>
 
Credit Facility
 
   Our short-term and long-term liquidity needs depend upon our level of net
income, accounts receivable, accounts payable and accrued expenses. We have a
commitment for a $110 million revolving line of credit. It will fund the cash
due to NDC to reflect our share of NDC's pre-distribution debt used to
establish our initial capitalization. This line of credit will also be used to
meet our working capital and acquisition needs after the distribution. This
line has a variable interest rate based on market rates and customary
origination-related fees and expenses. The credit agreement will contain
certain financial and non-financial covenants customary for financings of this
nature. The facility will have a three year term.
 
Market Risk / Interest Rate Risk
 
   We have secured a commitment for a line of credit which has a variable
interest rate based on LIBOR. Accordingly, we are exposed to the impact of
interest rate movement. We have performed an interest rate sensitivity analysis
over the near term with a 10% change in interest rates. Based on this analysis,
our net income is not subject to material interest rate risk. We also do not
have exposure to material market risk from changes in foreign currency rates,
commodity rates or equity rates.
 
Seasonality, Inflation and Economic Downturns
 
   We are subject to the impact of general economic conditions; however, this
has historically been tempered by the continued demand for electronic
processing of payments. We are also subject to certain seasonal fluctuations
such as peak activity during the winter holiday buying season.
 
   We do not believe that the rate of inflation has had a material effect on
our operating results because the underlying growth in the mix of electronic
transactions tends to outpace any dampening of sales levels due to higher
inflation.
 
                                       36

<PAGE>
 
                           GLOBAL PAYMENTS' BUSINESS
 
General
 
   As an electronic transaction processor, we enable consumers, corporations,
and government agencies to purchase goods and services through the use of
credit cards. Our role is to serve as an intermediary in the exchange of
information and funds that must occur between merchants and credit card issuers
before a transaction can be completed. As part of NDC, Global Payments has
provided credit card transaction processing services since 1968. Since that
time, we have expanded our business to include debit card, business-to-business
purchasing card, check guarantee, check verification and recovery, and terminal
management services, and collectively refer to these as our merchant service
offerings. In addition, we provide funds transfer services to domestic and
international financial institutions, corporations, and government agencies in
the United States, Canada, and Europe.
 
   Although a credit card transaction may appear simplistic, a complex process
involving various participants in an intricate series of electronic connections
is necessary to make it possible. Aside from electronic transaction processors,
participants in this process include card issuers, cardholders, merchants, and
card associations. Card issuers are financial institutions that issue credit
cards to approved applicants and are identifiable by their trade name typically
imprinted on the issued cards. The approved applicant is referred to as a
cardholder, and may be any entity for which an issuer wishes to extend a line
of credit, such as a consumer, a corporation, or a government agency.
 
   The term merchant is generally used to refer to any location where a credit
card is used, such as retail stores, restaurants, corporate purchasing
departments, universities, and government agencies. The card may be used at any
merchant location that meets the qualification standards of the card
associations, known as Mastercard and VISA, or other issuers such as American
Express, Discover, and Diners Club. The card associations consist of card
issuer members and were essentially created to establish uniform regulations
that govern much of the industry.
 
   Before a merchant accepts a credit card as a payment alternative to cash, it
must receive information from the card issuer that the card is authentic and
that the impending transaction value will not cause the cardholder to exceed a
defined credit limit. The merchant must also eventually be compensated for the
value of the purchased good, which also involves the card issuer. The card
issuer then seeks reimbursement from the cardholder in the form of a monthly
credit card bill. The merchant and the card issuer, however, generally do not
interface directly with each other, and, instead rely on electronic transaction
processors and card associations to exchange the required information and funds
between them.
 
   Thus, as an electronic transaction processor, we serve as an intermediary in
the exchange of credit card transaction information and funds between merchants
and card associations. The card associations then use a system known as
interchange to transfer the information and funds between electronic
transaction processors and card issuers, thus completing the required link
between merchants and card issuers described above.
   
   We have a high percentage of recurring revenues and process over 1.6 billion
transactions per year servicing more than 775,000 merchant locations. The
acquisition of CIBC's merchant acquiring business will add over 800 million
transactions per year and approximately 140,000 merchant locations in Canada.
Based on this data and on industry publications such as The Nilson Report, we
believe that we are one of the largest electronic transaction processors in the
world. We provide services directly to our merchant customers, as well as to
financial institutions and independent sales organizations who purchase and
resell our services to their own portfolio of merchant customers.     
   
   We offer end-to-end services, which means that we believe that we have the
ability to fulfill all of our customers' needs with respect to electronic
transaction processing. We market our services through a variety of sales
channels including a sizable, dedicated sales force, independent sales
organizations, independent sales representatives, an internal telesales group,
alliance bank relationships, and financial institutions. We provide our
services primarily using network telecommunication infrastructure.     
 
 
                                       37

<PAGE>
 
Industry Overview / Target Markets
 
   We believe that there are significant opportunities for continued growth in
the application of transaction processing services to the electronic commerce
market. Both the consumer-to-business and business-to-business aspects of
electronic commerce demand a growing array of processing and support services.
A large percentage of retail transactions still utilize cash and checks.
Merchants continue to encourage electronically authorized and settled
transactions using credit and debit cards as a more efficient means of
transacting business. The rapid growth of retail credit card transactions, as
well as the increased utilization of debit cards, has directly correlated to
the historic growth of our business. In addition, we believe that the
proliferation of "loyalty" or co-branded cards that provide consumers with
added benefits should contribute to increased use of credit and debit cards in
the future. Both of these market trends should increase demand for our
services.
 
   Business-to-business electronic data interchange using purchasing card
technology and its associated systems software is providing businesses with
increased efficiency and is providing us with strong growth in industries that
have not traditionally utilized credit cards. Purchasing cards and the related
business-to-business electronic data interchange replace the costly, time-
consuming paper ordering and invoicing with inexpensive, real-time electronic
payment processing transactions.
 
   We believe that the number of electronic transactions will continue to grow
in the future and that an increasing percentage of these transactions will be
processed via the Internet. The Internet will be a major factor in accelerating
the continued conversion from paper to electronic pulse, which will result in
greater growth opportunities for our business. The Internet is an important
component in our strategy for expansion of services to new customers. We
believe that "brick and mortar" retailers will be successful virtual retailers
as they leverage their brand awareness, along with emerging "e-tailers" that
are creating broader transactions markets. Our Internet-related services
include secure credit and debit card processing and tax payment services.
 
   Payment processing service providers such as Global Payments provide high
volume electronic transaction processing and support services directly to
banking institutions and other new entrants into the business. The shift in the
industry from traditional financial institution providers to independent
providers is due in large part to more efficient distribution channels, as well
as increased technological capabilities required for the rapid and efficient
creation, processing, handling, storage, and retrieval of information. These
capabilities have become increasingly complex, requiring significant capital
commitments to develop, maintain, and update the systems necessary to provide
these advanced services at a competitive price.
 
   As a result, several large merchant processors, including our company, have
expanded their operations through the creation of alliances or joint ventures
with banks and have acquired new merchant portfolios from banks that previously
serviced these merchant accounts.
 
Strategy
 
   Our business strategy centers on providing a full range of electronic
transaction processing services in the markets we serve. We believe that this
strategy provides the greatest opportunity for leveraging our existing
infrastructure and maintaining a consistent base of recurring revenues. We
believe that the electronic commerce market presents attractive opportunities
for continued growth. In pursuing our business strategy, we seek both to
increase our penetration of existing markets and to continue to identify and
create new markets through the following:
 
  .  development of value-added applications, enhancement of existing
     products, and development of new systems and services;
 
  .  expansion of distribution channels (including the Internet); and
 
  .  acquisition of, investments in, or alliances with, companies that have
     compatible products, services, development capabilities and/or
     distribution capabilities.
 
 
                                       38

<PAGE>
 
Products and Services
 
   We operate in one business segment, electronic transaction processing, and
provide products and services through our merchant services and funds transfer
offerings. A summary description of these services follows.
 
 Merchant Services
 
   Our merchant services offerings include credit and debit card transaction
processing, business-to-business purchasing card transaction processing, check
guarantee, check verification and recovery, and terminal management services.
 
   Credit card and business-to-business purchasing card processing are
essentially the same service, except that credit card processing is used to
describe a consumer acquiring goods or services from a retail location, whereas
business-to-business card processing is used to describe a corporate purchasing
department acquiring such goods as office supplies or raw materials from a
corporate vendor. We also provide certain debit card transaction processing
services, which are similar to credit card transactions, except that the
information and funds are exchanged between the merchant and a cardholder's
personal bank account, instead of between the merchant and a credit card
issuer.
 
   Our card processing services can be marketed in several distinct categories:
authorization, electronic draft capture, settlement, retrieval of credit card
receipts, charge back resolution, merchant accounting, risk management, and
support services. Revenue for these services are primarily based on a
percentage of transaction value or on a specified amount per transaction. We
also typically charge for various processing fees, unrelated to number of
transactions or transaction value.
 
   Authorization and electronic draft capture are related services and
generally refer to the process whereby the card issuer indicates whether a
particular credit card is authentic and whether the impending transaction value
will cause the cardholder to exceed a defined credit limit. The authorization
process typically begins when a cardholder presents a card for payment at a
merchant location and the merchant swipes the card's magnetic strip through a
point of sale terminal card reader. The terminal electronically records sales
draft information, such as the credit card identification number, transaction
date, and dollar value of the goods or services purchased, and then
automatically dials a pre-programmed phone number connected to the network of
an electronic transaction processor, such as Global Payments. The electronic
transaction processor then routes the request to the applicable card
association, such as Mastercard or Visa. The card association then routes the
authorization request to the card issuer, who determines a response based on
the status of the cardholder's account. The response is then returned to the
merchant's terminal via the same communication network. This entire
authorization and response process occurs within seconds once the merchant
swipes the card's magnetic strip through the point of sale terminal card
reader.
 
   After a transaction has been authorized, the merchant must be compensated
for the value of the purchased good or service, which is typically described as
settlement. We use our network telecommunication infrastructure and the Federal
Reserve's Automated Clearing House system to ensure that our merchants receive
the proper funds due to them for the value of the goods or services that the
cardholder purchased. We also provide retrieval of credit card receipts and
charge back resolution services, both of which relate to cardholders disputing
an amount that has been charged to their credit card. We not only retrieve the
original sales draft from the merchant location, but also review the dispute
and handle the related exchange of information and funds between the merchant
and the card issuer if a charge is to be reversed.
 
   Our merchant accounting services allow merchants to monitor portfolio
performance, control expenses, disseminate information, and track profitability
through the production and distribution of detailed statements summarizing
electronic transaction processing activity. Our risk management services allow
financial institutions to monitor credit risk, thereby enhancing the
profitability of their merchant portfolios. Our risk management services
include credit underwriting, credit scoring, fraud control, account processing,
and collections. We also provide our customers with various support services,
such as working with merchants to set-up their credit card programs or
resolving issues relating to their terminal card readers.
 
 
                                       39

<PAGE>
 
   Check guarantee services include comprehensive check verification and
guarantee services designed for a merchant's specific needs and risk adversity.
Since this offering guarantees all checks that are electronically verified
(primarily using point-of-sale check readers) through our extensive database,
merchants may safely expand their revenue base by applying less stringent
requirements when accepting checks. If a verified check is dishonored, check
guarantee provides the merchant with reimbursement of the check's face value,
and then collects the check through its internal collection services. To
protect against this risk, verification databases are used that contain
information on historical delinquent check writing activity and up-to-date
consumer bank account status. Revenue for these services is primarily derived
from a percentage of the face value of each guaranteed check.
 
   Check verification and recovery services are similar to those provided in
the check guarantee service (verification primarily through point-of-sale check
readers), except that this service does not guarantee its verified checks. This
service provides a low-cost, loss-reduction solution for merchants wishing to
quickly measure a customer's check presentment worthiness at the point of sale,
while not having to incur the additional expense of check guarantee services.
Revenue for these services is primarily derived from the service fees collected
from delinquent check writers, fees charged to merchants based on a transaction
rate per verified check, and fees to charged to merchants for specialized
services, such as electronic re-deposits of dishonored checks.
 
   The terminal management offering provides a variety of products and services
relating to electronic transaction processing equipment, such as terminal
programming and deployment, set-up and telephone training, maintenance and
equipment replacement, warehousing and inventory control, customer service and
technical support, customized reporting, and conversions. We provide these
services directly to our own portfolio of merchants, as well as indirectly to
merchants on behalf of our financial institution and independent sales
organization customers. Revenue is derived from equipment sales and rentals,
programming and deployment fees, and repairs and maintenance services.
 
 Funds Transfer
 
   The electronic funds transfer set of offerings includes a wide variety of
services such as cash management and account balance reporting, management
information and deposit reporting. These products and services provide
financial, management and operational data to corporate and government agencies
worldwide and allow these organizations to exchange such information with
financial institutions and other service providers. We also provide an Internet
tax filing and payment service that allows financial institutions and
government agencies to offer corporate taxpayers a secure and convenient method
of paying taxes electronically. Security on the system is handled through both
encryption/decryption and multi-level password access and operates through a
web site that serves as the portal for securely receiving tax information and
delivering the transaction for payment.
 
 Alliances and Direct Investments
 
   Our strategy includes direct investment in or formation of business
alliances with financial institutions and other distributors as well as with
emerging payment technology companies to leverage our existing customer
relationships and infrastructure and to accelerate product time-to-market.
During fiscal year 2000, we made a direct investment in a company that offers
Internet users secure and convenient ways to make purchases over the Internet.
Additionally, we announced several alliances with emerging payment technology
companies providing capability such as electronic barter and billing through
established vehicles such as phone bills.
 
Sales and Marketing
 
   We market our services to the electronic commerce markets through a variety
of distinct sales channels including a sizable, dedicated sales force,
independent sales organizations, independent sales representatives, an internal
telesales group, alliance bank relationships, and financial institutions.
 
                                       40

<PAGE>
 
   Additionally, we market directly to customers primarily through print
advertising and direct mail efforts. We participate in major industry tradeshow
and publicity events and actively employ various public relations campaigns.
This strategy is intended to utilize the lowest delivery cost system available
to successfully acquire target customers.
 
International Operations
   
   We operate facilities in Canada and Europe as part of our funds transfer
service offerings. We also will operate additional facilities in Canada
following our acquisition of CIBC's merchant acquiring business.     
 
Employees
   
   As of September 30, 2000, Global Payments and its subsidiaries had
approximately 1,600 employees. The acquisition of the CIBC merchant acquiring
business will add approximately 100 employees. Many of our employees are highly
skilled in technical areas specific to electronic transaction processing, and
we believe that our current and future operations depend substantially on
retaining such employees. Our employees are not represented by any labor unions
and we believe our employee relations to be excellent.     
 
Competition
 
   We operate in the payment systems industry. Our primary competitors in this
industry include other independent processors, as well as certain major
national and regional banks, financial institutions and independent sales
organizations. Certain of these companies are privately-held, and the majority
of those that are publicly-held do not release the information necessary to
precisely quantify our relative competitive position. Based on industry
publications such as The Nilson Report, management believes, however, that we
are one of the largest electronic transaction processors in the world.
 
   The most significant competitive factors related to our services are their
value-added features, functionality, price and the reliability of our service,
as well as breadth and effectiveness of distribution channel, the manner in
which we deliver our services.
 
   These competitive factors will continue to change as new distribution
channels and alternative payment solutions are developed by us and our
competitors. Although the Internet does not currently reflect a significant
form of payment processing when compared to traditional forms, it is a rapidly
emerging medium that will likely have a growing impact on the industry.
 
   Our primary strategy to distinguish ourselves from our competitors is
focused on differentiating ourselves by offering a variety of solutions to our
customers. These enhanced services involve vertical market features, and
sophisticated reporting features that add value to the information obtained
from our electronic commerce transaction processing databases. We believe that
our knowledge of these specific markets, the size and effectiveness of our
dedicated sales force, and our ability to offer specific, integrated solutions
to our customers, including hardware, software, processing, and network
facilities, and our flexibility in packaging these products are positive
factors that enhance our competitive position.
 
Properties
   
   Our corporate headquarters are located in Atlanta, Georgia. We occupy a
five-story 85,000 square foot building at Four Corporate Square in Atlanta,
Georgia. The facility is leased from NDC. Our merchant services business
maintains support operations in Hanover, Maryland in a 35,000 square foot
facility. After the acquisition, our merchant services business will also have
operations based in Toronto, Canada.     
          
   In addition to the above facilities, we will lease or rent a total of 34
other facilities. We own or lease a variety of computers and other related
equipment for our operational needs. We continue to upgrade and expand our
computers and related equipment in order to increase efficiency, enhance
reliability, and provide the necessary base for business expansion.     
 
                                       41

<PAGE>
 
   
   We believe that our facilities and equipment are suitable and adequate for
our business as presently conducted.     
   
Legal Proceedings     
   
   We are party to a number of claims and lawsuits incidental to our business.
In our opinion, the ultimate outcome of such matters, in the aggregate, will
not have a material adverse impact on our financial position, liquidity or
results of operations.     
   
Banking Regulations     
   
   Following our acquisition of CIBC's merchant acquiring business, CIBC will
own 26.25% of our common stock. As a result of CIBC's equity interest in our
company, we will be considered a subsidiary of CIBC for U.S. bank regulatory
purposes. CIBC is a Canadian Bank with operations in the United States.
Accordingly, CIBC is regulated as a bank holding company under provisions of
the Bank Holding Company Act. In being considered a subsidiary of CIBC, we will
be subject to those same regulations. As a general matter, we will be able to
operate our merchant service and funds transfer businesses as we have
historically but our ability to expand into unrelated businesses may be limited
unless they are activities the act allows or the Federal Reserve Board
approves.     
   
   Bank holding companies may engage in the business of banking, of managing
and controlling banks, and in other activities so closely related to managing
and controlling banks as to be a proper incident thereto. The Gramm-Leach-
Bliley legislation was enacted in 1999 and amended the Bank Holding Company Act
to allow greater operational flexibility for bank holding companies that are
well capitalized, well managed and meet certain other conditions. Such
companies are referred to as "financial holding companies." CIBC has elected to
be a financial holding company under the act. Financial holding companies may
engage in activities that are financial in nature, or that are incidental or
complimentary to financial activities. The legislation defines securities and
insurance activities as being permissible financial activities, allows certain
merchant banking activities, and establishes a procedure for the Federal
Reserve to add new activities. The Federal Reserve has taken a very cautious
approach to adding new financial activities to this list of permissible
activities for financial holding companies.     
   
   The Federal Reserve acts as umbrella supervisor for financial holding
companies and may establish consolidated capital requirements for such
companies. It has the right to examine all subsidiaries of financial holding
companies which will include our company following the acquisition. If a
financial holding company falls out of compliance with the well-managed, well-
capitalized, community reinvestment requirements, the holding company must
enter into an agreement with the Federal Reserve to rectify the situation. The
Federal Reserve may refuse to allow the financial holding company, which would
include its subsidiaries, to engage in new "financial" activities; may require
it to cease current "financial" activities; and may require it to divest its
bank.     
       
          
   The merchant services and funds transfer businesses that we conduct are
permissible activities for bank holding companies and we do not expect the
limitations described above to adversely affect our current operations. It is
possible, however, that these restrictions might limit out ability to enter
other businesses that we may wish to engage in at some time in the future. It
is also possible that these laws may be amended in the future, or new laws or
regulations adopted, that adversely affect our ability to engage in our current
or additional businesses.     
 
                                       42

<PAGE>
 
                                   MANAGEMENT
 
Directors
   
   We expect the following persons to serve as our directors following the
distribution. In addition, at the time we complete the acquisition of CIBC's
merchant acquiring business, we will add two additional directors to be named
by CIBC. Our board of directors will be divided into three classes. Each
director initially will serve until the annual meeting of shareholders held in
the year in which his or her term expires and will serve thereafter for three-
year terms. Of the five directors, one is also expected to serve as an
executive officer.     
 

<TABLE>
<CAPTION>
                             Term               Business Affiliations for the
          Name          Age Expires Position(s) Past Five Years
          ----          --- ------- ----------- -----------------------------
 <C>                    <C> <C>     <C>         <S>
 
 Robert A. Yellowlees..  61  2002    Chairman   Chairman of the Board of NDC
                                                since June 1992; President,
                                                Chief Executive Officer and
                                                Chief Operating Officer of NDC
                                                since May 1992; director of
                                                Protective Life Corporation.
 
 Edwin H. Burba, Jr. ..  64  2001    Director   Business Consultant, 1993 to
                                                present; Commander in Chief,
                                                Forces Command, United States
                                                Army, 1989-1993; Commanding
                                                General, Combined Field Army of
                                                the Republic of Korea and
                                                United States, 1988-1989.
 
 Paul R. Garcia........  48  2002    Director   Chief Executive Officer, NDC
                                                eCommerce since July 1999;
                                                President and Chief Executive
                                                Officer of Productivity Point
                                                International from March 1997
                                                to September 1998; Group
                                                President of First Data Card
                                                Services from 1995 to 1997;
                                                Chief Executive Officer,
                                                National Bancard Corporation
                                                (NaBANCO) from 1989 to 1995.
 
 Pete Hart.............  60  2003    Director   Business Consultant, October
                                                1997-Present; President and
                                                Chief Executive Officer,
                                                Advanta Corporation (a provider
                                                of financial services) 1995-
                                                1997; Executive Vice Chairman,
                                                Advanta Corporation, 1994;
                                                President and Chief Executive
                                                Officer, MasterCard
                                                International, 1988-1994.
                                                Director, Sanchez Computer
                                                Associates, Ethentica, Inc.,
                                                4AnythingNetwork, HNC Software,
                                                Retek, Inc. and Destiny
                                                Solutions. He is on the
                                                advisory Board of Internet
                                                Capital Group. He also serves
                                                as Chairman of e-PROFILE.
 
 William I Jacobs......  58  2003    Director   Managing Director and Chief
                                                Financial Officer, The New
                                                Power Company (a provider of
                                                residential and small business
                                                energy services), June 2000 to
                                                present; Senior Executive Vice
                                                President, Strategic Ventures
                                                for MasterCard International,
                                                Inc., 1999 to June 2000 and
                                                Executive Vice President,
                                                Global Resources for MasterCard
                                                International, 1995-1999;
                                                Executive Vice President, Chief
                                                Operating Officer, Financial
                                                Security Assurance, Inc. 1984-
                                                1994. Director, The New Power
                                                Company, Blackboard, Inc.,
                                                Mondex International and
                                                Investment Technology Group.
                                                Chairman, Board of Trustees,
                                                American University.
</TABLE>

 
                                       43

<PAGE>
 
Committees of the Board of Directors
 
   Our board of directors will establish committees, described below, to assist
in the discharge of its responsibilities. We do not have a nominating
committee. The full board of directors will perform the function which would be
performed by a nominating committee.
 
 Audit Committee
 
   The audit committee will conduct its duties consistent with its charter
which will include a review of the scope and results of the annual audit of the
financial statements and other services provided by our independent
accountants. The audit committee will also evaluate the professional competency
of our financial staff and internal auditors, review the scope of the internal
audit program, review the nature and extent of non-audit professional services
performed by the auditors and annually recommend to the board of directors the
firm of independent public accountants to be selected as our auditors. The
audit committee may also undertake special projects, such as reviewing our
environmental policies.
 
 Compensation Committee
 
   The compensation committee will review and evaluate plans for the
development, training and succession of our management. The committee will also
review our compensation policies and will establish the compensation of our
officers, except for the chief executive officer and chief operating officer.
The committee will recommend the compensation for our chief executive officer
and chief operating officer, subject to the approval of our non-executive
directors. In addition the committee will administer our stock incentive and
stock based compensation plans and other incentive plans. The committee will
also oversee the financial administration and operation of our retirement and
pension plans, including the selection and review of the performance of the
investment funds and the independent investment advisors for the plans. The
full board of directors will approve the selection of the chief executive
officer and the chief financial officer. The compensation committee will
approve selection of all other candidates to executive positions.
 
 Special Committees
 
   The board of directors may from time to time establish special committees to
act on behalf of the board of directors on matters delegated to it by the full
board. This may include matters such as approval of final terms of acquisitions
and divestitures, alliances and capital expenditures.
 
 Compensation Committee Interlocks and Insider Participation
 
       are expected to be the members of the Compensation Committee. None of
the members of the compensation committee served as an officer or an employee
of NDC eCommerce during the previous fiscal year, nor is any member expected to
serve as an officer or an employee of Global Payments following the
distribution.
 
Directors' Compensation
 
   We will compensate each non-employee director $15,000 in cash and $15,000 in
company stock per year, plus $1,000 for each board meeting he or she attends.
In addition, non-employee directors who serve on one of our committees will
receive $1,000 per meeting and $1,500 per meeting when serving as chairperson
of a committee. A non-employee director who serves as chairman of the board
will be compensated at a rate of $30,000 per year in cash and $30,000 in stock,
as well as a meeting fee of $1,000 per meeting. We will also reimburse each
non-employee director for out-of-pocket expenses incurred in connection with
attendance at Board and committee meetings. Pursuant to the Global Payments
Inc. 2000 Non-Employee Director Stock Option Plan (described below), we will
also grant to each non-employee director options to purchase shares of our
common stock.
 
                                       44

<PAGE>
 
 Global Payments Inc. 2000 Non-Employee Director Stock Option Plan
 
   On        , 2000, our board of directors adopted the Global Payments Inc.
2000 Non-Employee Director Stock Option Plan. NDC, as our sole shareholder
approved the director plan on         , 2000, to become effective as of the
date of the distribution. We have reserved 400,000 shares of the authorized but
unissued shares of our common stock for issuance under the director plan. The
full text of the director plan has been filed as an exhibit to the Registration
Statement on Form 10 which we have filed with the SEC. See "Where You Can
Obtain Additional Information."
 
   We established the director plan to encourage ownership of our common stock
by our directors, which gives directors an increased incentive to devote their
efforts to our success on behalf of shareholders. The director plan will also
help us to attract qualified directors.
 
   Each director who is not employed by us or any of our affiliates will be
eligible to participate in the director plan.
 
   Grants of awards under the director plan are automatic. We intend the
director plan to be a "formula plan" for purposes of Section 16(b) of the
Exchange Act. Our board of directors will administer and interpret the director
plan.
 
   Shares subject to the director plan may be authorized but unissued shares or
shares that were once issued and subsequently reacquired by us. The total
number of shares of common stock for which options may be granted under the
director plan is 400,000 shares, subject to adjustment.
 
   Awards granted pursuant to the director plan will be subject to the
following terms and conditions:
 
  .  Each person who is a non-employee director on the effective date of the
     director plan will be granted an option to purchase shares of our common
     stock having a fair market value equal to $125,000 as of that date. Each
     person who later becomes a non-employee director will receive a prorata
     grant based on the number of full months between the date that he or she
     became a non-employee director and the next annual shareholders meeting.
     In addition, as of the day following the annual meeting of our
     shareholders in 2001, and on the day following each subsequent annual
     meeting of our shareholders, each non-employee director serving on that
     date will be granted an option to purchase shares of our common stock
     having a fair market value on the date of grant equal to $125,000.
 
  .  All options granted under the director plan will become exercisable, in
     the aggregate, as to 25% of the shares after two years, 45% after three
     years, 70% after four years, and 100% after five years of service from
     the date of grant, except that an option will become fully exercisable
     upon the death, disability or retirement of the grantee, as such terms
     are defined in the director plan, or upon the grantee's failure to be
     re-nominated or re-elected as a director.
 
  .  Upon a grantee's termination as a director for any reason (including by
     reason of death, retirement or failure to be re-nominated or re-elected
     as a director), the options held by such person under the director plan
     will remain exercisable for five years or until the earlier expiration
     of the option.
 
  .  The exercise price for each option granted under the director plan will
     be the fair market value of the shares of common stock subject to the
     option on the date of grant. Each option granted under the director plan
     will, to the extent not previously exercised, terminate and expire on
     the date ten years after the date of grant of the option, unless the
     director plan provides earlier termination.
 
  .  Options granted under the director plan will be assignable by will, by
     the laws of descent and distribution, or pursuant to a qualified
     domestic relations order. In addition, any option granted pursuant to
     the director plan will be transferable by the grantee to certain
     designated family members or trusts or foundations for the benefit of
     such family members.
 
                                       45

<PAGE>
 
 Termination and Amendment
 
   The director plan will terminate automatically on the second day following
our 2010 annual meeting of shareholders, but our board of directors may
terminate the director plan at any time before that date. Our board of
directors may amend the director plan at any time without shareholder approval;
but it may condition any amendment on the approval of our shareholders if such
approval is necessary or deemed advisable with respect to tax, securities or
other applicable laws, policies or regulations. No amendment modification or
termination of the director plan shall adversely affect the rights of the
grantees who have outstanding options without the consent of such grantees.
 
 Certain Federal Income Tax Effects
 
   The options granted under the director plan will be non-qualified stock
options. Present federal income tax regulations impose no federal income tax
consequences to us or a grantee upon the grant of a non-qualified stock option.
When the grantee exercises a non-qualified option, however, he or she will
realize ordinary income in an amount equal to the excess of (1) the fair market
value of the option share that he or she receives upon exercise of the option
at the time of exercise over (2) the exercise price, and we will be allowed a
corresponding federal income tax deduction. Any gain that a grantee realizes
when the grantee later sells or disposes of the option shares will be short-
term or long-term capital gain, depending on how long he or she held the
shares.
 
 Benefits to Non-Employee Directors
 
   There will be four non-employee directors eligible to participate in the
director plan on the effective date. Each of them will be granted on that date
an option to acquire shares of our common stock having a fair market value of
$125,000. Subsequent grants will be made under the director plan as described
above.
 
 
                                       46

<PAGE>
 
Executive Officers
 
   We expect the following individuals, who currently manage our eCommerce
business, to serve as our executive officers following the distribution. Our
board of directors may appoint additional executive officers from time to time.
 

<TABLE>
<CAPTION>
                                                  Position with Global Payments
                                                     and Principal Business
                                                   Affiliations for Past Five
     Name          Age    Current Position(s)                 Years
     ----          ---    -------------------     -----------------------------
 <C>               <C> <C>                       <S>
 Paul R. Garcia...  48 Chief Executive Officer   Chief Executive Officer, NDC
                                                 eCommerce since July 1999;
                                                 President and Chief Executive
                                                 Officer of Productivity Point
                                                 International from March 1997
                                                 to September 1998; Group
                                                 President of First Data Card
                                                 Services from 1995 to 1997;
                                                 Chief Executive Officer,
                                                 National Bancard Corporation
                                                 (NaBANCO) from 1989 to 1995.
 
 
 Thomas M. Dunn...  43 Chief Operating Officer   Chief Operating Officer, NDC
                                                 eCommerce since March 1999;
                                                 and General Manager,
                                                 Integrated Payment Systems, a
                                                 division of NDC eCommerce,
                                                 from June 1996 to March 1999;
                                                 Group Vice President from
                                                 August 1992 to June 1996.
 
 James G. Kelly...  38 Chief Financial Officer   Chief Financial Officer, NDC
                                                 eCommerce since April 2000;
                                                 Managing Director with Alvarez
                                                 & Marsal from March 1996 to
                                                 April 2000; Director with
                                                 Alvarez & Marsal from 1992 to
                                                 1996 and Associate with
                                                 Alvarez & Marsal from 1990 to
                                                 1992; and Manager with Ernst &
                                                 Young's mergers and
                                                 acquisitions/audit groups from
                                                 1989 to 1990.
 
 Barry W. Lawson..  54 Chief Information Officer Chief Information Officer, NDC
                                                 eCommerce since November 1999;
                                                 CEO Systems and Network
                                                 Consultants from April 1996 to
                                                 October 1999; and Chief
                                                 Operating Officer of National
                                                 Bancard Corporation (NaBANCO)
                                                 from August 1993 to March
                                                 1996.
</TABLE>

 
   There is no family relationship between any of our executive officers or
directors and there are no arrangements or understandings between any of our
executive officers or directors and any other person pursuant to which any of
them was elected an officer or director, other than arrangements or
understandings with our directors or officers acting solely in their capacities
as such. Generally, following the distribution, our executive officers will
serve at the pleasure of our board of directors.
 
 
                                       47

<PAGE>
 
Historical Compensation of Our Executive Officers
 
   The following table sets forth certain information concerning compensation
paid by NDC for services in all capacities awarded to, earned by, or paid to
our chief executive officer and our other three most highly compensated
executives. During the time period reflected in the following tables, the
individuals were compensated in accordance with NDC's plans and policies, and
all references in the following tables to stock and stock options relate to
awards of stock and stock options granted by NDC and have not been adjusted to
give effect to the distribution. These tables do not reflect the compensation
the officers will receive following the distribution. NDC options held by our
employees will be replaced by our options. The option price and number of
shares subject to each option will be adjusted so that the aggregate difference
between the market price and the option price will be the same for our new
option and the terminated NDC option.
 
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                               Long Term Compensation
                                  Annual Compensation                  Awards
                                  -----------------------     --------------------------
                                                                Restricted    Securities
 Name and Principal        Fiscal                                 Stock       Underlying     All Other
 Position                   Year  Salary($)     Bonus($)      Award(s)($)(1)  Options(#)  Compensation($)
 ------------------        ------ ----------    ---------     --------------  ----------  ---------------
<S>                        <C>    <C>           <C>           <C>             <C>         <C>
Paul R. Garcia............  2000     369,039(2)   127,500(2)    2,555,530(5)       -- (4)     51,095
 Chief Executive Officer    1999         --           --              --           --            --
                            1998         --           --              --           --            --
 
 
Thomas M. Dunn............  2000     300,000       80,000         585,000          --          6,934
 Chief Operating Officer    1999     232,308      140,000         190,585        9,200         6,264
                            1998     180,000      120,000          40,505       20,000(3)     11,786
 
 
James G. Kelly............  2000      39,231(2)       --          849,988(5)    57,000(3)        --
 Chief Financial Officer    1999         --           --              --           --            --
                            1998         --           --              --           --            --
 
 
Barry W. Lawson...........  2000     144,231(2)    80,000         300,825(5)    42,000(3)        --
 Chief Information Officer  1999         --           --              --           --            --
                            1998         --           --              --           --            --
</TABLE>

--------
(1) Awards of restricted shares to Messrs. Garcia and Dunn have been made under
    NDC's 1983 stock option plan. Awards of restricted stock to Messrs. Kelly
    and Lawson have been made under NDC's 2000 Long Term Incentive Plan. These
    are valued in the table based upon the closing market prices of the NDC
    common stock on the grant dates. Grantees have the right to vote and
    dividends are payable to the grantees with respect to all awards of
    restricted shares reported in this column. The restrictions on 339; 340;
    340; 354; 354 and 355 shares awarded to Mr. Dunn expired or shall expire on
    8/1/98; 8/1/99; 8/1/00; 8/25/99; 8/25/00; and 8/25/01, respectively. The
    value of the restricted stock held by the named executive officers at May
    31, 2000 was $1,225,543; $592,950; $707,575; $277,956 for Messrs. Garcia,
    Dunn, Kelly and Lawson, respectively. The numbers of shares of restricted
    stock held by Messrs. Garcia, Dunn, Kelly and Lawson, at May 31, 2000 were
    55,555; 26,879; 32,075; 12,600, respectively.
 
(2) Mr. Garcia began full time employment in July of 1999. Mr. Kelly began full
    time employment in April of 2000. Mr. Lawson began full time employment in
    November of 1999.
 
(3) Such awards are intended to be awards for more than one year.
 
(4) Stock options were granted to Mr. Garcia during fiscal year 2000 but were
    voluntarily surrendered on 5/31/00.
 
(5) Such awards were intended as one time awards at time of hire.
 
 
                                       48

<PAGE>
 
Option Grants In Last Fiscal Year
 
   Shown below is additional information on grants of stock options made under
the NDC stock incentive plans during NDC's fiscal year ended May 31, 2000.
 
                       OPTION GRANTS IN LAST FISCAL YEAR
 

<TABLE>
<CAPTION>
                             Individual Grants
                    ------------------------------------
                    Number of    % of Total
                    Securities    Options
                    Underlying   Granted to  Exercise or            Grant Date
                     Options    Employees in    Base     Expiration   Present
  Name              Granted(#)  Fiscal Year  Price($/Sh)    Date    Value($)(1)
  ----              ----------  ------------ ----------- ---------- -----------
<S>                 <C>         <C>          <C>         <C>        <C>
Paul R. Garcia.....      --         --             --         --          --
Thomas M. Dunn.....      --         --             --         --          --
James G. Kelly.....   57,000(2)     4.9%       $26.50     4/10/10    $806,071
Barry W. Lawson....   42,000(2)     3.6%       $23.875    11/1/09    $532,354
</TABLE>

--------
(1) These grant date values, based on the Black-Scholes option pricing model,
    are for illustrative purposes only, and are not intended to be a forecast
    of what future performance will be. These values are based on the following
    assumptions: (i) an expected stock price volatility of 50%; (ii) a risk-
    free rate of return of 6.5%; (iii) an expected dividend yield of 1.0%; and
    (iv) an expected grant life of 7 years.
 
(2) Such awards are intended to be awards for more than one year.
 
Aggregated Option / Stock Appreciation Right Exercises In Last Fiscal Year And
Fiscal Year-End Option / Stock Appreciation Rights Values
 
   Shown below is information concerning the number of NDC shares each
executive officer acquired upon exercise of stock options and the aggregate
gains realized on exercises during the fiscal year ended May 31, 2000. The
table also sets forth the number of shares underlying exercisable and
unexercisable options held by each officer executive on May 31, 2000 and the
aggregate gains that would have been realized if these options were exercised
on May 31, 2000.
 

<TABLE>
<CAPTION>
                                                   Number of Securities
                                                  Underlying Unexercised     Value of Unexercised
                                                     Options at Fiscal      In-the-Money Options at
                           Shares                       Year-End(#)           Fiscal Year-End($)
                         Acquired on    Value    ------------------------- -------------------------
  Name                   Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
  ----                   ----------- ----------- ----------- ------------- ----------- -------------
<S>                      <C>         <C>         <C>         <C>           <C>         <C>
Paul R. Garcia..........      --           --         --           --            --          --
Thomas M. Dunn..........   12,750      438,296     23,620       31,180       141,962       1,912
James G. Kelly..........      --           --         --        57,000           --          --
Barry W. Lawson.........      --           --         --        42,000           --          --
</TABLE>

 
                                       49

<PAGE>
 
Defined Benefit Retirement Plans
 
   The following table shows estimated annual retirement benefits payable to
participants in the NDC Retirement Plan and the pilot NDC supplemental
executive retirement plan on a straight life annuity basis upon retirement in
specified years of continuous service and remuneration classes.
 
                      Estimated Annual Retirement Benefits
                         Years of Continuous Service(1)
 

<TABLE>
<CAPTION>
Three-Year
Average
Earnings        10          15          20          25          30          35
----------    -------     -------     -------     -------     -------     -------
<S>           <C>         <C>         <C>         <C>         <C>         <C>
$200,000       48,000      72,000      83,000      94,000     105,000     116,000
 250,000       60,000      90,000     103,750     117,500     131,250     145,000
 300,000       72,000     108,000     124,500     141,000     157,500     174,000
 350,000       84,000     126,000     145,250     164,500     183,750     203,000
 400,000       96,000     144,000     166,000     188,000     210,000     232,000
 450,000      108,000     162,000     186,750     211,500     236,250     261,000
 500,000      120,000     180,000     207,500     235,000     262,500     290,000
 550,000      132,000     198,000     228,250     258,500     288,750     319,000
 600,000      144,000     216,000     249,000     282,000     315,000     348,000
 650,000      156,000     234,000     269,750     305,500     341,250     377,000
 700,000      168,000     252,000     290,500     329,000     367,500     406,000
 750,000      180,000     270,000     311,250     352,500     393,750     435,000
 800,000      192,000     288,000     332,000     376,000     420,000     464,000
 850,000      204,000     306,000     352,750     399,500     446,250     493,000
 900,000      216,000     324,000     373,500     423,000     472,500     522,000
 950,000      228,000     342,000     394,250     446,500     498,750     551,000
</TABLE>

--------
(1) The average annual earnings for the highest three years over the last 10-
    year period and the eligible years of credited service as of May 31, 2000
    for the only named executive officer participating in the pilot NDC
    executive retirement plan was as follows: Mr. Dunn (over 11 years)--
    $316,487. The amounts shown in the columns "Salary" and "Bonus" in the
    Summary Compensation Table above are substantially equal to the
    compensation of the individuals named in such table for purposes of the
    pilot NDC executive retirement plan and the NDC Retirement Plan. Federal
    regulations, however, cap the total compensation that may be considered in
    providing benefits under the Retirement Plan.
 
Long-Term Incentive Plan
 
   On        , 2000, we adopted the Global Payments 2000 Long-Term Incentive
Plan. NDC, as our sole shareholder approved the option plan on         , 2000.
We have reserved 800,000 shares of the authorized but unissued shares of our
common stock for issuance under the option plan. The full text of the option
plan has been filed as an exhibit to the Registration Statement on Form 10
which we have filed with the SEC. See "Where you can Obtain Additional
Information."
 
   We established the option plan to promote success by linking the personal
interests of our employees, officers and directors to those of our
shareholders, and by providing participants with an incentive for outstanding
performance. As of the distribution date, there will be approximately
people eligible to participate in the option plan.
 
   The option plan authorizes the granting of the following awards:
 
  .  options to purchase shares of common stock, which may be incentive stock
     options or non-qualified
 
  .  stock appreciation rights
 
                                       50

<PAGE>
 
  .  performance shares
 
  .  restricted stock
 
  .  dividend equivalents
 
  .  other stock-based awards
 
  .  any other right or interest relating to common stock, or
 
  .  cash.
 
   Our compensation committee will administer the option plan. The committee
has the authority to designate participants; determine the types of awards to
be granted to each participant and the number, terms and conditions thereof;
establish, adopt or revise any rules and regulations as it may deem advisable
to administer the option plan; and make all other decisions and determinations
that may be required under the option plan. All awards under the option plan
will be evidenced by a written award agreement between us and the participant,
which will include any provisions specified by the committee.
 
   Subject to adjustment as provided in the option plan, the aggregate number
of shares reserved and available for awards under the option plan is
shares, plus an annual increase equal to the lesser of     shares or the number
of shares necessary to bring the total number of available shares to 3.5% of
the fully diluted shares outstanding. The increase will be effective on the
last day of each fiscal year, beginning in 2001 and ending in 2005. Not more
than 15% of the total authorized shares may be granted as awards of restricted
stock or unrestricted stock awards. The maximum number of shares underlying
options and/or stock appreciation rights that may be granted during any one
calendar year under the option plan to any one person is    . The maximum fair
market value of any awards (other than options and stock appreciation rights)
that may be received by a participant (less any consideration paid by the
participant for such award) during any one calendar year under the option plan
is $          .
 
   Pursuant to section 162(m) of the Internal Revenue Code, we may not deduct
compensation in excess of $1 million paid to our chief executive officer and
our other four most highly compensated executive officers. We designed the
option plan to comply with code section 162(m) so that the grant of options and
stock appreciation rights under the option plan, and other awards, such as
performance shares, that are conditioned on the performance goals described in
the option plan, will be excluded from the calculation of annual compensation
for purposes of code section 162(m) and will be fully deductible by us. In
order to preserve full deductibility under code section 162(m), the committee
may determine that any award will be determined solely on the basis of:
 
  .  the achievement by Global Payments or any parent or subsidiary of Global
     Payments of a specified target return, or target growth in return, on
     equity or assets,
 
  .  total shareholder return (Global Payments' stock price appreciation plus
     reinvested dividends) relative to a defined comparison group or target
     over a specific performance period,
 
  .  Global Payments' stock price,
 
  .  the achievement by Global Payments or a business unit of Global
     Payments, a parent or subsidiary of a specified target, or target growth
     in, revenue, profit contribution, net income, EBIT, EBITDA, return on
     investment, return on assets or earnings per share,
 
  .  the achievement by Global Payments or a business unit of Global
     Payments, a parent or subsidiary of a specified target, or target growth
     in, operating income and/or margin percentage of revenue, or
 
  .  any combination of the above.
 
 
                                       51

<PAGE>
 
 Limitations on Transfer
 
   No participant may transfer or assign an award under the option plan other
than by will or the laws of descent and distribution or, except in the case of
an incentive stock option, pursuant to a qualified domestic relations order.
The committee may permit other transfers if it deems appropriate.
 
 Acceleration of Vesting Upon Certain Events
 
   Upon a participant's death or disability, all of his or her outstanding
awards will become fully vested and exercisable. The awards will thereafter
continue or terminate in accordance with the other provisions of the option
plan and the award agreement. In addition, the committee may at any time in its
discretion declare any or all awards to be fully or partially vested and
exercisable. The committee may discriminate among participants or among awards
in exercising such discretion.
 
 Effect on Options of Retirement
 
   Upon a participant's retirement (as defined in the option plan), all of his
or her outstanding options will fully vest and will remain exercisable for five
years or until the earlier expiration of the option.
 
 Termination and Amendment
 
   Our board of directors or the committee may at any time amend or terminate
the option plan without shareholder approval, but it may condition any
amendment on the approval of its shareholders if such approval is necessary or
advisable under tax, securities or other applicable laws, policies or
regulations. The committee may amend or terminate any outstanding award without
the participant's approval, but the amendment or termination may not, without
the participant's consent, reduce or diminish the value of the award determined
as if it had been exercised, vested, cashed in or otherwise settled on the date
of such amendment or termination.
 
 Certain Federal Income Tax Effects
 
   The following discussion is a summary of the federal income tax provisions
relating to the grant and exercise of awards under the option plan and the
subsequent sale of common stock acquired under the option plan. The tax effect
of exercising awards may vary depending upon the particular circumstances, and
the income tax laws and regulations change frequently.
 
   . Non-qualified Stock Options. There will be no federal income tax
consequences to a participant or to us upon the grant of a non-qualified stock
option. When the participant exercises a non-qualified option, however, he or
she will realize ordinary income in an amount equal to the excess of (1) the
fair market value of the option shares that he or she receives upon exercise of
the option at the time of exercise over (2) the exercise price, and we will be
allowed a corresponding federal income tax deduction, subject to applicable
limitations. Any gain that a participant realizes when the participant later
sells or disposes of the option shares will be short-term or long-term capital
gain, depending on how long he held the shares.
 
   . Incentive Stock Options. There typically will be no federal income tax
consequences to a participant or to us upon the grant or exercise of an
incentive stock option. If the participant holds the option shares for the
required holding period of at least two years after the date the option was
granted or one year after exercise the option, the difference between (1) the
exercise price and (2) the amount realized upon sale or disposition of the
option shares will be long-term capital gain or loss, and we will not be
entitled to a federal income tax deduction. If the participant disposes of the
option shares in a sale, exchange, or other disqualifying disposition before
the required holding period ends, he or she will realize taxable ordinary
income in an amount equal to the excess of (1) the fair market value of the
option shares at the time of exercise over (2) the exercise price, and we will
be allowed a federal income tax deduction equal to such amount, subject to
applicable limitations. While the exercise of an incentive stock option does
not result in current taxable income, the excess of (1) the
 
                                       52

<PAGE>
 
fair market value of the option shares at the time of exercise over (2) the
exercise price will be an item of adjustment for purposes of determining the
participant's alternative minimum tax income.
 
   . Stock Appreciation Rights. The participant will not recognize income, and
we will not be allowed a tax deduction, at the time a stock appreciation right
is granted. When the participant exercises the stock appreciation right, the
amount of cash and the fair market value of any shares of common stock received
will be ordinary income, and we will be allowed a tax deduction equal to that
amount, subject to applicable limitations.
 
   . Restricted Stock. Unless a participant makes an election to accelerate
recognition of the income to the date of grant as described below, the
participant will not recognize income, and we will not be allowed a tax
deduction, at the time a restricted stock award is granted. When the
restrictions lapse, the participant will recognize ordinary income equal to the
fair market value of the common stock as of that date (less any amount he paid
for the stock), and we will be allowed a corresponding federal income tax
deduction at that time, subject to applicable limitations. If the participant
files an election under Section 83(b) of the Code within 30 days after the date
of grant of the restricted stock, he will recognize ordinary income as of the
date of grant equal to the fair market value of the stock as of that date (less
any amount a participant paid for the stock), and we will be allowed a
corresponding federal income tax deduction at that time, subject to applicable
limitations. Any future appreciation in the stock will be taxable to the
participant at capital gains rates. However, if the stock is later forfeited,
he or she will not be able to recover the tax previously paid pursuant to his
or her section 83(b) election.
 
   . Performance Shares. A participant will not recognize income, and we will
not be allowed a tax deduction, at the time performance shares are granted.
When the participant receives payment under the performance shares, the amount
of cash and the fair market value of any shares of stock received will be
ordinary income to the participant, and we will be allowed a corresponding tax
deduction at that time, subject to applicable limitations.
 
 Benefits to Named Executive Officers and Others
 
   As of the date of this information statement, no awards had been granted or
approved for grant under the option plan, other than replacement awards for NDC
options forfeited as a result of the distribution. Any future awards under the
option plan will be made at the discretion of the committee or our board of
directors. Consequently, it is not presently possible to determine either the
benefits or amounts that will be received by any particular person or group
pursuant to the option plan.
 
Global Payments Employee Stock Purchase Plan
 
   On        , 2000, we adopted the Global Payments Inc. 2000 Employee Stock
Purchase Plan. NDC, as our sole shareholder, approved the stock purchase plan
on         , 2000. The full text of the stock purchase plan has been filed as
an exhibit to the Registration Statement on Form 10 which we have filed with
the SEC. See "Where You Can Obtain Additional Information."
 
   We established the stock purchase plan to encourage ownership of our common
stock among our employees and employees of our subsidiaries that we designate
as eligible to participate in the stock purchase plan.
 
   Our compensation committee will administer the stock purchase plan. Subject
to the express provisions of the stock purchase plan, the committee has
authority to interpret and construe the provisions of the stock purchase plan,
to adopt rules and regulations for administering the stock purchase plan, and
to make all other determinations necessary or advisable for administering the
stock purchase plan. The committee will select from time to time an
administrator to operate and perform the daily administration of the stock
purchase plan and maintain records of the stock purchase plan.
 
                                       53

<PAGE>
 
   A maximum of 1,200,000 shares of our common stock will be made available for
purchase by participants under the stock purchase plan, subject to appropriate
adjustment for stock dividends, stock split or combination of shares,
recapitalization or other changes in our capitalization. The shares issuable
under the stock purchase plan may be issued out of authorized but unissued
shares or may be shares issued and later acquired by us. We may use all cash
received or held by us under the stock purchase plan for any corporate purpose.
 
   All of our employees or employees of our participating subsidiaries who are
regularly scheduled to work at least 20 hours each week and at least five
months each calendar year are eligible to participate in the stock purchase
plan. As of the distribution date, there will be approximately
employees eligible to participate in the stock purchase plan.
 
   An eligible employee may elect to become a participant in the stock purchase
plan by filing with the administrator a request form, which authorizes a
regular payroll deduction from the employee's paycheck. A participants' request
form authorizing a payroll deduction will remain effective from offering period
to offering period until amended or canceled. Offering periods are the three-
month periods beginning January 1, April 1, July 1 and October 1 of each year
during which options to purchase common stock are outstanding under the stock
purchase plan. The first offering period will begin on the first trading day
following distribution and will end on March 31, 2001. A participant's payroll
deduction must be in any whole dollar amount or percentage from one to twenty
percent of such participant's eligible compensation payable each pay period,
and at any other time an element of eligible compensation is payable. A
participant may not make cash contributions or payments to the stock purchase
plan.
 
   We will establish a book account for each participant, to which the
participant's payroll deductions will be credited, until these amounts are
either withdrawn, distributed or used to purchase common stock, as described
below. No interest will be credited on these cash amounts. Whole shares of
common stock will be held in the participant's account until distributed as
described below.
 
   On the first day of each offering period we will grant to each eligible
employee an option to purchase on the last day of the offering period (the
"purchase date") at the price described below (the "purchase price") the number
of full shares of common stock which the cash credited to the participant's
account at that time will purchase at the purchase price. An employee may not
be granted an option for an offering period if immediately after the grant, he
or she would own five percent or more of the total combined voting power or
value of all classes of stock of Global Payments or any of its subsidiaries. A
participant cannot receive options that, in combination with options under
other plans qualified under section 423 of the code, would result in the
purchase of shares having an aggregate fair market value of more than $25,000
during any calendar year. The maximum number of shares of common stock that any
participant may purchase in the stock purchase plan during any one offering
period is 1,600 shares.
 
   Unless the cash credited to a participant's account is withdrawn or
distributed, his or her option to purchase shares of common stock will be
deemed to have been exercised automatically on the purchase date. We will
refund to the participant the cash balance, if any, remaining in the
participant's account at the end of an offering period without interest. The
purchase price will be the lesser of (i) 85% of the fair market value of the
common stock on the first trading day of the offering period; or (ii) 85% of
the fair market value of the common stock on the last trading day of the
offering period. Since the shares will be purchased at less than market value,
employees will receive a benefit from participating in the stock purchase plan.
 
   A participant may not transfer options granted under the stock purchase plan
other than by will or by the laws of descent and distribution. The participant
may exercise the options only during his or her lifetime. Participation in the
stock purchase plan will not be deemed to give to any employee the right to be
retained as our employee or an employee of any of our subsidiaries. If a
participant terminates employment, the cash balance in the participant's
account will be returned to him or her in cash, without interest, as soon as
 
                                       54

<PAGE>
 
practicable, and certificates for the shares of common stock credited to the
participant's account will be distributed as soon as practicable or other
appropriate evidence of ownership effected.
 
   The committee may amend or terminate the stock purchase plan at any time,
but no amendment may affect any outstanding right (unless required by law) or,
unless previously approved by our shareholders if required by applicable law or
rule, no amendment may materially affect the eligibility requirements or
increase the number of shares of common stock eligible for purchase under the
stock purchase plan. If the stock purchase plan is terminated, the
administrator will terminate all contributions to the stock purchase plan and
distribute participants' cash balances as soon as practicable, without
interest.
 
 Certain Federal Income Tax Effects
 
   The stock purchase plan is designed to qualify as an employee stock purchase
plan under section 423 of the code. A general summary of the federal income tax
consequences regarding the stock purchase plan is stated below.
 
   Neither the grant nor the exercise of options under the stock purchase plan
will have a tax impact on us or the participant. If a participant disposes of
the common stock acquired upon the exercise of his or her options after at
least two years from the date of grant and one year from the date of exercise,
then the participant must treat as ordinary income the amount by which the
lesser of (1) the fair market value of the common stock at the time of
disposition, or (2) the fair market value of the common stock at the date of
grant, exceeds the purchase price. Any gain in addition to this amount will be
treated as a capital gain. If a participant holds common stock at the time of
his or her death, the holding period requirements are automatically deemed to
have been satisfied and he or she will realize ordinary income in the amount by
which the lesser of (1) the fair market value of the common stock at the time
of death, or (2) the fair market value of the common stock at the date of grant
exceeds the purchase price. We will not be allowed a deduction if the holding
period requirements are satisfied. If a participant disposes of common stock
before expiration of two years from the date of grant and one year from the
date of exercise, then the participant must treat as ordinary income the excess
of the fair market value of the common stock on the date of exercise of the
option over the purchase price. Any additional gain will be treated as long-
term or short-term capital gain or loss, as the case may be. We will be allowed
a federal income tax deduction equal to the amount of ordinary income
recognized by the participant.
 
   The above discussion is intended to summarize the applicable provisions of
the code which are in effect as of the date of this registration statement. The
tax consequences of participating in the stock purchase plan may vary with
respect to individual situations. Accordingly, participants should consult with
their tax advisors in regard to the tax consequences of participating in the
stock purchase plan as to both federal and state income tax considerations.
 
 Benefits to Named Executive Officers and Others
 
   Participation in the stock purchase plan is voluntary. Consequently, it is
not presently possible to determine either the benefits or amounts that will be
received by any person or group pursuant to the stock purchase plan.
 
Employment, Severance and Change of Control Agreements
 
   Paul R. Garcia, Thomas M. Dunn, James G. Kelly and Barry W. Lawson. Each of
Messrs. Garcia, Dunn, Kelly and Lawson entered into employment agreements with
NDC in 2000, the material terms of which are summarized below. These employment
agreements will be assumed by Global Payments at the effective time of the
distribution.
 
   The executive is entitled to a minimum annual salary, subject to yearly
review, plus an annual at-risk incentive bonus opportunity, which is determined
annually based on a range of specific financial objectives
 
                                       55

<PAGE>
 
reflecting his area and scope of responsibility. The executive is also entitled
to participate in all incentive, savings and welfare benefit plans generally
made available to executive officers of the employer. The current annual
salaries of these executive officers are as follows: Mr. Garcia--$400,000; Mr.
Dunn--$300,000; Mr. Kelly--$300,000; and Mr. Lawson--$250,000.
 
   Each of Messrs. Garcia, Dunn, Kelly and Lawson has agreed in his employment
agreement not to disclose confidential information or compete with the
employer, and not to solicit the employer's customers or recruit its employees,
for a period of 24 months following the termination of his employment.
 
   Each of the employment agreements may be terminated by the employer at any
time for "cause" or "poor performance" (as defined therein) or for no reason,
or by the executive with or without "good reason" (as defined therein). The
agreement will also be terminated upon the death, disability or retirement of
the executive. Depending on the reason for the termination and when it occurs,
the executive will be entitled to certain severance benefits, as described
below.
 
   If, prior to a change in control, the executive's employment is terminated
by the employer without cause (but not for poor performance) or he resigns for
good reason, the employer will be required to pay him his accrued salary and
benefits through the date of termination plus a portion of his target annual
bonus for the current year. For up to 18 months, or until he is employed
elsewhere or he violates certain restrictive covenants, the employer will
continue to pay the executive his base salary and will provide him with health
insurance coverage. In addition, all of the executive's restricted stock awards
will vest and those stock options that would have vested in the next 24 months
will vest and remain exercisable for 90 days after the end of the salary
continuation period, as described above.
 
   If, prior to a change in control, the executive's employment is terminated
by the employer for poor performance, the employer will be required to pay him
his accrued salary and benefits through the date of termination plus a portion
of his target annual bonus for the current year. For up to 12 months, or until
he is employed elsewhere or he violates certain restrictive covenants, the
employer will continue to pay the executive his base salary and will provide
him with health insurance coverage. In addition, all of the executive's
restricted stock awards and stock options that would have vested in the next 24
months will vest and the options will remain exercisable for 90 days after the
earlier of six months or the end of the salary continuation period, as
described above.
 
   Mr. Kelly's agreement provides that if the distribution has not occurred by
June 2001, he may voluntarily terminate his employment. If Mr. Kelly terminates
his employment prior to a change in control, the employer will pay him his
accrued salary and benefits through the date of termination. In addition, for
12 months, or until he violates certain restrictive covenants, the employer
will continue to pay Mr. Kelly his base salary and one-twelfth of his target
annual bonus (reduced by any salary and bonus payable by a subsequent employer
during such time) and will provide him with health insurance coverage. In
addition, all of his restricted stock awards will vest.
 
   If, within 36 months after a change in control, the executive's employment
is terminated by the employer without cause or he resigns for good reason, the
employer will be required to pay him his accrued salary and benefits through
the date of termination plus 100% of his annual bonus opportunity for the
current year. For 24 months or unless he violates certain restrictive
covenants, the employer will continue to pay the executive his base salary and
will provide him with health insurance coverage. In addition, all of the
executive's restricted stock awards and stock options will vest and the options
will remain exercisable for 90 days after the end of the salary continuation
period, as described above.
 
   Whether or not a change in control shall have occurred, if the employment of
the executive is terminated by reason of his death, disability or retirement,
he will be entitled to his accrued salary and benefits through the date of
termination and any death, disability or retirement benefits that may apply,
but no additional severance amount. If the employer terminates the executive
for cause, or if he resigns from the employer without good
 
                                       56

<PAGE>
 
reason, he will be entitled to his accrued salary and benefits through the date
of termination, but no additional severance amount. If Mr. Kelly terminates
under these conditions before April 2001, he will be required to repay any
advance on his first annual bonus and certain relocation costs paid by the
employer.
 
   For purposes of these employment agreements, a change in control of the
employer is generally defined as the acquisition by a third party of 35% or
more of the voting power of the employer, or the consummation of certain
mergers, asset sales or other major business combinations. A restructuring or
separation of any line of business of the employer will not, of itself,
constitute a change in control. Each of these employment agreements provides
that the executive will be entitled to a tax gross-up payment from the employer
to cover any excise tax liability he may incur as a result of payments or
benefits contingent on a change in control, but such gross-up payment will be
made only if the after-tax benefit to the executive of such tax gross-up is at
least $50,000. If not, the benefits would be reduced to an amount that would
not trigger the excise tax.
 
                                       57

<PAGE>
 
                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
   
   Currently, and until the distribution, NDC holds all of our outstanding
shares. Based on what we know about the ownership of NDC common stock, we
expect the following persons to own beneficially more than 5% of our
outstanding shares outstanding immediately following the distribution and the
purchase of CIBC's merchant acquiring business. These beneficial owners may
alter their holdings following the date of distribution.     
 

<TABLE>   
<CAPTION>
                                          Shares      Percentage of Percentage of
                                       Beneficially    Outstanding   Outstanding
Name of Beneficial Owner                 Owned(1)       Shares(2)     Shares(3)
------------------------               ------------   ------------- -------------
<S>                                    <C>            <C>           <C>
Canadian Imperial Bank of
 Commerce(3).........................   9,353,794(3)         0%         26.25%
Massachusetts Financial Services
 Company(4)..........................   2,679,951         10.2%           7.5%
Wanger Asset Management, Ltd., Wanger
 Asset Management L.P., and Acorn
 Investment Trust(5).................   2,511,600          9.5%           7.1%
T. Rowe Price Associates, Inc.(6)....   1,376,760(7)       5.2%           3.9%
</TABLE>
    
--------
(1) Assumes for purposes of this table a distribution ratio of 0.8 of a share
    of Global Payments common stock for each share of NDC common stock held.
   
(2) Assumes that the distribution occurs but the acquisition of CIBC's merchant
    acquiring business does not occur. It also assumes that Global Payments has
    26,279,708 shares of common stock outstanding, based on NDC having
    32,849,635 shares of common stock outstanding on August 31, 2000.     
   
(3) Assumes the completion of both the distribution and the purchase of CIBC's
    merchant acquiring business. It also assumes that Global Payments has
    35,633,502 shares of common stock outstanding immediately after the
    acquisition.     
   
(4) This information is contained in a Schedule 13G dated May 11, 2000 filed by
    Massachusetts Financial Services Company with the Securities and Exchange
    Commission, a copy of which was received by NDC. Such Schedule 13G states
    that Massachusetts Financial Services has sole voting power with respect to
    2,738,479 NDC shares and sole dispositive power with respect to 3,349,939
    NDC shares. Their address is 500 Boylston St., 15th Floor, Boston, MA
    02116.     
   
(5) This information is contained in a Schedule 13G dated February 11, 2000
    filed by Wanger Asset Management Ltd., Wanger Asset Management L.P. and
    Acorn Investment Trust with the Commission, a copy of which was received by
    NDC. Such Schedule 13G states that Wanger Ltd., Wanger L.P. and Acorn have
    shared voting and dispositive power with respect to all shares. Their
    address is 227 W. Monroe St., Suite 3000, Chicago, IL 60606.     
   
(6) This information is contained in a Schedule 13G dated June 9, 2000 filed by
    T. Rowe Price Inc. with the Commission, a copy of which was received by
    NDC. Such Schedule 13G states that T. Rowe Price has sole voting power with
    respect to 311,750 NDC shares and sole dispositive power with respect to
    1,720,950 NDC shares. Their address is 100 East Pratt St., Baltimore, MD
    21202.     
(7) These securities are owned by various individual and institutional
    investors which T. Rowe Price serves as investment adviser with power to
    direct investments and/or sole power to vote the securities. For purposes
    of the reporting requirements of the Securities Exchange Act of 1934, T.
    Rowe Price is deemed to be a beneficial owner of such securities; however,
    T. Rowe Price expressly disclaims that it is, in fact, the beneficial owner
    of such securities.
 
                                       58

<PAGE>
 
                       BENEFICIAL OWNERSHIP OF MANAGEMENT
   
   Currently, and until the distribution, NDC holds all of our outstanding
shares; therefore, none of our directors or executive officers owns any of the
shares. We predict that following the distribution, our directors and executive
officers will beneficially own that number of shares set forth below. Unless
otherwise indicated, the projections are based on the number of NDC shares
owned by such persons as of October 31, 2000 and reflect the distribution ratio
of 0.8 of a Global Payments share for every share of common stock of NDC owned
on the record date. The stock options and restricted stock holdings of our
directors and executive officers have not been adjusted to give effect to the
distribution, except for Mr. Yellowlees' holdings which have been adjusted to
give effect to the distribution. For a complete explanation of how they will be
adjusted, please refer to "Relationship Between NDC and Global Payments
Following the Distribution--Employee Benefits Agreement" on page 22.     
 

<TABLE>   
<CAPTION>
                                                        Shares     Percentage of
                                                     Beneficially   Outstanding
   Name                                              Owned(1)(2)     Shares(2)
   ----                                              ------------  -------------
<S>                                                  <C>           <C>
Executive Officers:
 Paul R. Garcia.....................................    65,850(4)         *
 Thomas M. Dunn.....................................    83,811(5)         *
 James G. Kelly.....................................    32,000(6)         *
 Barry W. Lawson....................................    12,600(7)         *
 
Directors:
 Edwin H. Burba, Jr.................................       740            *
 Paul R. Garcia.....................................       -- (3)         *
 Pete Hart..........................................       --           --
 William I Jacobs...................................       --           --
 Robert A. Yellowlees...............................   652,569(8)       2.5%
                                                       -------          ---
All Directors and Executive Officers named above,
 which included
 8 persons as a group...............................   847,570          3.2%
                                                       =======          ===
</TABLE>
    
--------
*  Less than 1%
(1) The amounts and percentages of common stock beneficially owned are reported
    on the basis of regulations of the SEC governing the determination of
    beneficial ownership of securities. The beneficial owner has both voting
    and investment power over the shares, unless otherwise indicated. Shares
    underlying stock options that are exercisable within 60 days are deemed to
    be outstanding for the purpose of computing the outstanding shares owned by
    that particular person and by the group but are not deemed outstanding for
    other purposes.
   
(2) Assumes for purposes of this table a distribution ratio of 0.8 of a share
    of Global Payments common stock for each share of NDC common stock held.
    The stock options and restricted stock included in the numbers above have
    not been adjusted to give effect to the distribution. The percentage
    calculations are based on 26,279,708 shares outstanding. See note 2 on page
    58 for an explanation of this assumption.     
(3) Amounts listed for Mr. Garcia are set forth under Executive Officers.
   
(4) This amount includes 56,928 shares of restricted stock over which Mr.
    Garcia currently has sole voting power only.     
(5) This amount includes 34,160 shares of common stock of which Mr. Dunn has
    the right to acquire beneficial ownership and 38,705 shares of restricted
    stock over which he currently has sole voting power only.
(6) This amount represents restricted stock over which Mr. Kelly has sole
    voting power only.
(7) This amount represents restricted stock over which Mr. Lawson has sole
    voting power only.
   
(8) This amount includes 274,832 shares of common stock of which Mr. Yellowlees
    has the right to acquire beneficial ownership, 32,000 shares held by The
    Yellowlees Charitable Trust, of which Mr. Yellowlees is the Trustee, 25,555
    shares of restricted stock over which he currently has sole voting power
    only and 6,271 shares held by Mr. Yellowlees' wife as to which he disclaims
    all beneficial ownership.     
 
                                       59

<PAGE>
 
                 DESCRIPTION OF GLOBAL PAYMENTS' CAPITAL STOCK
 
   Global Payments was formed on September 1, 2000. On October 27, 2000, NDC
subscribed for      shares of our common stock in a securities purchase exempt
under Article 4(2) of the Securities Act of 1933.
 
Authorized Capital Stock
 
   Our articles of incorporation authorize 205,000,000 shares of all classes of
stock, of which 5,000,000 are shares of preferred stock, and 200,000,000 are
shares of common stock, no par value. Based on the number of NDC shares
outstanding on            , 2000.               of our shares, constituting all
of outstanding shares as of such date, will be issued to NDC stockholders on
the distribution date. All of the shares to be distributed to NDC stockholders
in the distribution will be fully paid and non-assessable.
   
   We have reserved     shares for issuance under our 2000 Long-Term Incentive
Plan, 1,200,000 shares for issuance under our 2000 Employee Stock Purchase Plan
and 400,000 shares for issuance under our 2000 Non-Employee Directors Stock
Option Plan. No shares of preferred stock have been issued, although shares of
preferred stock have been reserved for issuance under the Rights Agreement (as
described below).     
 
   The following summary describes material provisions of our articles of
incorporation and by-laws. You should read copies of these documents, which are
included as exhibits to the Registration Statement on Form 10 which we have
filed with the SEC. See "Where You Can Obtain Additional Information."
 
Common Stock
   
   Our shareholders will be entitled to one vote for each share on all matters
voted on by shareholders, and our shareholders will possess all voting power,
except as otherwise required by law or provided in any resolution adopted by
our board of directors with respect to any series of our preferred stock.
Shareholders have no cumulative voting rights. Accordingly, the holders of a
majority of our shares voting for the election of directors can elect all of
the directors, if they choose to do so, subject to any rights of the holders of
preferred stock to elect directors. Subject to any preferential or other rights
of any outstanding series of our preferred stock that may be designated by our
board of directors, our shareholders will be entitled to such dividends as our
board of directors may declare from time to time from funds available therefor
and, upon liquidation, will be entitled to receive pro rata all of our assets
available for distribution to such holders. See "Risk Factors--We may not be
able or we may decide not to pay dividends at a level anticipated by
shareholders on our common stock, which could reduce your return on shares you
hold" on page 13 and "Dividend Policy" on page 29.     
 
Preferred Stock
   
   Our articles of incorporation authorize our board of directors, without
further shareholder approval (except as may be required by applicable law or
New York Stock Exchange regulations), to provide for the issuance of shares of
preferred stock, in one or more series, and to fix for each series such voting
powers, designations, preferences and relative, participating, optional and
other special rights, and such qualifications, limitations or restrictions, as
stated in the resolution adopted by our board of directors providing for the
issuance of such series and as are permitted by the Georgia Business
Corporation Code. See "Anti-Takeover Effects of Our Articles of Incorporation,
By-laws, Rights Agreement and Georgia Law--Preferred Stock" on page 66. If our
board of directors issues preferred stock, the rights and privileges of our
shareholders could be made subject to the rights and privileges of the holders
of preferred stock. We have no plans to issue any preferred stock, except that
our rights agreement provides for the issuance of shares of participating
preferred stock under the circumstances specified in the rights agreement, upon
exercise or exchange of rights issued thereunder. See "Anti-Takeover Effects of
Our Articles of Incorporation, By-laws, Rights Agreement and Georgia Law--
Rights Agreement" beginning on page 66.     
 
                                       60

<PAGE>
 
No Preemptive Rights
 
   No shareholder of any class of stock authorized at the distribution date
will have any preemptive right to subscribe to any kind or class of our
securities.
 
Transfer Agent And Registrar
 
   Our transfer agent and registrar is SunTrust Bank.
 
                                       61

<PAGE>
 
           
        SUMMARY OF THE PURCHASE OF CIBC MERCHANT ACQUIRING BUSINESS     
   
General     
   
   On November 9, 2000, we agreed to acquire certain net assets of the merchant
acquiring business of Canadian Imperial Bank of Commerce and to form a 10-year
marketing alliance with CIBC to offer VISA and debit card payment products and
services in Canada. Upon completion of the acquisition, CIBC will be our
largest shareholder and will be entitled to nominate two persons for election
to the board of directors.     
   
   The acquisition will be recorded using the purchase method of accounting. We
intend to operate the business in a manner consistent with CIBC's historical
operations. We will retain the major functions of sales, support and equipment
deployment in Canada and contract with CIBC for other key functions.     
   
   The acquisition is subject to completion of the distribution and customary
closing conditions, including obtaining all required regulatory approvals in
the United States and Canada. We anticipate closing within ten days after the
distribution is completed, subject to regulatory approval.     
   
   The following is a summary of each of the primary agreements involved in the
acquisition, the asset purchase agreement, the marketing alliance agreement,
the CIBC credit facility, the transition agreement and the investor rights
agreement. Copies of these agreements have been filed as exhibits to our
registration statement on Form 10. Please refer to "Where You Can Obtain
Additional Information" for information on how you can review these agreements.
    
          
Purchase Agreement     
   
   On November 9, 2000, we entered into an asset purchase agreement with CIBC
to purchase substantially all of the assets of their merchant acquiring
business. The assets comprise the business of accepting, processing and
settling credit and debit card transaction records for merchants. We have
agreed to pay CIBC approximately $137 million for the assets which they will in
turn immediately use to purchase 26.25% of the total number of shares of our
common stock outstanding or reserved for issuance upon exercise of outstanding
stock options on the closing date of the acquisition pursuant to a stock
purchase agreement.     
   
   The asset purchase agreement contains non-competition provisions for CIBC
and us. CIBC has agreed that it will not compete with us in the United States
or Canada by soliciting or accepting merchant acquiring business or acquire
control of a company with a merchant acquiring business for a period of time
ending the later of three years following the closing of the acquisition or one
year after any termination of the marketing alliance agreement, which has an
initial 10 year term and is described below. We have agreed that we will not
compete with CIBC by introducing or making available banking products to
merchants who are customers of CIBC.     
   
   The asset purchase agreement contains customary representations and
warranties from CIBC regarding the assets in the merchant acquiring business.
In addition to the customary conditions to the closing of the transaction, the
agreement requires the execution and delivery of a stock purchase agreement, a
transition agreement, a marketing alliance agreement, an investor rights
agreement, a trademark license agreement and a credit facility. There are also
regulatory approvals that must be satisfied prior to the closing. These include
approvals or waivers under the Canadian Competition Act, the Investment Canada
Act, the Bank Act (Canada), the Bank Holding Company Act (U.S.), the Hart-
Scott-Rodino Antitrust Improvements Act of 1976 (U.S.), and by the Office of
the Superintendent of Financial Institutions (Canada). The agreement also
requires that the distribution as contemplated in this information statement
must be completed prior to the closing of the acquisition.     
   
   The stock purchase agreement under which CIBC will purchase 26.25% of our
common stock calculated on a fully-diluted basis will contain customary
representations and warranties regarding our common stock and CIBC's investment
experience and investment intent.     
 
                                       62

<PAGE>
 
   
   Under the terms of the asset purchase agreement and the stock purchase
agreement, CIBC agrees to indemnify us for breaches of their representations
and warranties and covenants and for liabilities other than those expressly
assumed by us. There will be no indemnity obligation by CIBC unless our losses
are greater than $500,000 and then only to the extent that the losses exceed
that amount. In addition, there is an overall indemnity cap that limits CIBC's
indemnity obligation to no more than C$150,000,000. We have agreed to indemnify
CIBC for breaches of our representations and warranties and covenants and for
the assumed liabilities, with the same indemnity limitations as CIBC's.     
   
Marketing Alliance Agreement     
   
   As part of the acquisition, we will enter into a marketing alliance
agreement with CIBC. Under the marketing alliance,     
     
  .  CIBC will refer all new merchant processing relationships exclusively to
     us in exchange for a referral fee;     
     
  .  we will encourage our new merchant customers who were initially targeted
     by our joint marketing efforts to open merchant accounts with CIBC; and
         
  .  we will work together to develop emerging payment solutions.     
            
   The marketing alliance will be branded and advertised under the name "CIBC
MCS, an alliance with Global Payments Inc." Our use of the bank's name will be
covered by a separate trademark license agreement.     
   
   CIBC will also continue to provide the banking services required as part of
the merchant processing business and will provide us with access to VISA and
MasterCard clearing capabilities in the U.S. and VISA clearing capabilities in
Canada.     
   
   The marketing alliance agreement has an initial term of ten years, with
automatic renewals for successive one year terms unless either of us gives
notice of termination 270 days prior to the end of any term. If either of us
defaults on our obligations under the agreement, or become insolvent, the
agreement may be terminated by the non-defaulting party. In that circumstance,
the agreement would extend for 270 days beyond notice of the termination to
allow for an orderly transition of the business.     
   
CIBC Credit Agreement     
   
   Canadian merchant acquiring businesses typically advance payment to
merchants for credit card transactions before receiving the interchange
reimbursement from the card issuing banks. This business model differs sharply
from the U.S. where merchant funding only occurs after we receive the funds
from the card issuing banks. CIBC has agreed to provide us with a revolving
credit facility which will be available to us to fund the approximate two day
interval between our payment of Canadian merchants and our receipt of the
interchange fee.     
   
   The credit facility will provide us with a line of credit of up to C$140
million with an additional overdraft facility available to cover larger
advances during periods of peak usage of credit and debit cards, and will carry
an interest rate based on Canadian Dollar LIBOR (C$LIBOR). It contains
customary covenants and events of default. The line of credit will be secured
by a first priority security interest in our accounts receivable from VISA
Canada/International, and will be guaranteed by us and our subsidiaries. This
guarantee will be subordinated to our primary credit facility. The CIBC credit
facility will have an initial term of 364 days from the date of the closing of
the acquisition. The credit facility is renewable annually at CIBC's option.
    
                                       63

<PAGE>
 
   
Transition Agreement     
   
   At the closing of the acquisition, we will enter into a transition agreement
with CIBC under which CIBC will continue to provide some of the services
currently provided to the merchants until we can provide for an orderly
migration to our own services. The balance of the services will be provided by
us through our senior management team and the sales, customer support,
technology and terminal services acquired by us at closing. CIBC will agree to
perform their services in substantially the same manner as the services have
been performed by CIBC prior to the acquisition. We will reimburse CIBC for its
reasonable costs incurred in providing the services. The agreement will have a
term of up to 24 months. CIBC also will allow employees who will be hired by us
in connection with the acquisition to continue to occupy space at several CIBC
regional offices during the transition period.     
   
Investor Rights Agreement     
   
   At the closing of the acquisition, we will enter into an investor rights
agreement with CIBC which grants rights to and imposes restrictions on CIBC as
a shareholder, other than those shared by all of our shareholders.     
   
   The agreement will restrict CIBC's right to resell the shares of common
stock it will receive when we purchase CIBC's merchant acquiring business. CIBC
may sell these share at any time, if it has our prior written consent, if the
sale is to a CIBC subsidiary, or if it is required to do so by a regulatory
body. During the period starting two years after closing and ending on the
earlier of six months after termination of the marketing alliance agreement or
three years following the closing, CIBC may only sell its shares pursuant to
the limitations provided in Rule 144 under the Securities Act or pursuant to a
tender offer that has not been rejected by our board of directors.     
   
   The agreement also will restrict CIBC's ability to purchase additional
shares of our common stock until the earlier of five years after the closing of
the acquisition, or six months after the termination of the marketing alliance
agreement. Under this standstill, CIBC will agree that it will not purchase
more than 29.9% of our common stock during this period, unless an unaffiliated
third party has commenced a tender offer for 40% or more of our common stock
that our board does not reject or such third party acquires 35% or more of our
outstanding common stock. Furthermore, during the standstill period, CIBC may
not undertake to effect or participate in any acquisition of our voting
securities or a substantial portion of our assets through any merger,
recapitalization, tender or exchange offer or any other means, or seek to
exercise a controlling influence over our board of directors.     
   
   Three years after the closing of the acquisition, CIBC will be permitted to
participate in any of our registered public offerings of securities or they may
require us to register their shares of our common stock for sale to the public.
The investor rights agreement will limit CIBC's demand registration rights,
however, to one demand in any 12 month period if we are a Form S-1 registrant,
and three demands in any 12 month period if we are a Form S-3 registrant. In
addition, we will not be required to act on their demand registration unless
CIBC proposes to sell securities at an aggregate price to the public of at
least US$5,000,000. The registration rights are also subject to other customary
limitations.     
   
   At the closing of the acquisition, we will appoint two designees of CIBC to
our board. One designee will be appointed to a term ending not less than one
year after the closing and the other designee will be appointed to a term
ending not less than two years after the closing. Following the expiration of
their initial terms, we will nominate CIBC's directors for re-election for one
additional term and will use our best efforts to elect them to our board. We
will also appoint one of the designees to the audit and compensation committees
of our board as well as other key committees mutually agreed to by the parties.
       
   The investor rights agreement will also limit our actions and business and
those of CIBC required by regulatory authorities. Specifically, we will agree
to limit our acquisitions of voting securities and assets of other companies
and businesses, and the types of businesses in which we engage, to comply with
the provisions of the Bank Holding Company Act (U.S.) and the Bank Act
(Canada). If we fail to comply with this provision, CIBC will no longer be
bound by the restrictions on transfer of their shares of our common stock and
will automatically be permitted to demand registration of their shares.     
 
                                       64

<PAGE>
 
                             ANTI-TAKEOVER EFFECTS
                   OF OUR ARTICLES OF INCORPORATION, BY-LAWS,
                        RIGHTS AGREEMENT AND GEORGIA LAW
 
General
   
   Our articles of incorporation, by-laws, rights agreement and the Georgia
Business Corporation Code contain certain provisions that could delay or make
more difficult an acquisition of control of our company not approved by our
board of directors, whether by means of a tender offer, open market purchases,
a proxy contest or otherwise. These provisions have been implemented to enable
us, particularly (but not exclusively) in the initial years of our existence as
an independent, publicly owned company, to develop our business in a manner
which will foster long-term growth without disruption caused by the threat of a
takeover not deemed by our board of directors to be in the best interests of
our company and its shareholders. See also "--Rights Agreement" beginning on
page 66 and "Anti-Takeover Legislation--Georgia Law" beginning on page 69.
These provisions could discourage third parties from making proposals to
acquire or control our company, even if some of the proposals, if made, might
be considered desirable by a majority of our shareholders.     
   
   These provisions may also make it more difficult for third parties to cause
the replacement of our current management without the concurrence of our board
of directors. In addition, certain provisions of the tax sharing agreement may
also have the effect of discouraging third parties from proposing to acquire or
control us prior to the second anniversary of the distribution date. See
"Relationship Between NDC and Global Payments Following the Distribution--Tax
Sharing and Indemnity Agreement" beginning on page 21. Set forth below is a
description of the provisions contained in our articles of incorporation and
by-laws, the rights agreement and the Georgia Code that could impede or delay
an acquisition of control that our board of directors has not approved. The
full text of the articles of incorporation, by-laws and rights agreement have
been filed as exhibits to the Registration Statement on Form 10 which we have
filed with the SEC. See "Where You Can Obtain Additional Information."     
 
Classified Board of Directors
   
   Before the distribution, our articles of incorporation and by-laws will
divide our board of directors into three classes of directors serving staggered
three-year terms. As a result, approximately one-third of our board of
directors will be elected each year. The first class of directors will
initially serve a one-year term, and the second class of directors will
initially serve a two-year term. Thereafter, each class of directors will be
elected for a three-year term. See "Management--Directors" beginning on page
43.     
 
   Our staggered board of directors could prevent a party who acquires control
of a majority of the outstanding voting stock from obtaining control of our
board of directors until the second annual shareholders meeting following the
date on which the acquiror obtains the controlling stock interest. This result
could have the effect of discouraging a potential acquiror from making a tender
offer or otherwise attempting to obtain control of our company.
 
Number of Directors; Removal; Filling Vacancies
 
   Our articles of incorporation and by-laws provide that the number of
directors shall be fixed by resolution of our shareholders or by resolution of
two-thirds ( 2/3) of the board of directors, from time to time. Our articles of
incorporation provide that shareholders may remove directors only for cause and
by the affirmative vote of at least two-thirds ( 2/3) of the shares entitled to
vote.
 
   Only a majority vote of the remaining directors, or if only one, the sole
remaining director, may fill vacancies on the board of directors.
 
 
                                       65

<PAGE>
 
Shareholder Action
 
   Shareholder action may be taken only at an annual meeting of shareholders or
a special meeting of shareholders or by the unanimous written consent of all of
the shareholders. Special meetings of shareholders may be called by our board
of directors, by the chairman of the board of directors or the affirmative vote
of at least two-thirds ( 2/3) of the shares entitled to vote.
   
Advance Notice to Board of Directors Prior to Business Combination     
   
   Our by-laws provide that our board of directors shall not approve or
authorize a business combination transaction involving our company or any of
our subsidiaries without giving each board member five days prior written
notice of such transaction. This provision may not be modified, amended or
repealed except by the affirmative vote of the holders of a majority of the
outstanding shares of common stock.     
 
Advance Notice for Shareholder Proposals or Nominations at Meetings
 
   Any shareholder proposals or director nominations must be provided to us in
writing at least 120 days before the date of an annual meeting of shareholders
(in determining such date, one uses the mailing date for the previous year's
annual meeting) or, in the case of a special meeting of shareholders, within 10
days after notice of the meeting was sent to the shareholders. This provision
may preclude shareholders from bringing matters before the shareholders at an
annual meeting or from making nominations for directors at an annual meeting.
 
Amendments to By-laws
 
   Either the board of directors or the holders of two-thirds ( 2/3) of the
shares of stock entitled to vote at an annual or special meeting of
shareholders may amend or repeal our by-laws.
 
Preferred Stock
 
   Our board of directors has the power to issue one or more series of
preferred stock and to determine, with respect to any series of preferred
stock, the terms and rights of such series.
 
   The authorized shares of preferred stock, as well as common stock, will be
available for issuance without further action by our shareholders, unless such
action is required by applicable law or the rules of the New York Stock
Exchange or any other stock exchange on which our securities may be listed. We
will be able to issue shares of preferred stock without the expense and delay
of a special shareholders' meeting. We believe that the availability of
preferred stock provides us with increased flexibility in structuring possible
future financing and acquisitions and in meeting other corporate needs which
might arise. Although our board of directors has no present intention to issue
a series of preferred stock, it does have the power (subject to applicable law)
to do so. Our rights agreement provides for the issuance of shares of
participating preferred stock under the circumstances specified in the rights
agreement, upon exercise or exchange of rights issued thereunder. The preferred
stock could, depending on its terms, impede the completion of a merger, tender
offer or other takeover attempt. For instance, subject to applicable law, a
series of preferred stock that has class voting rights might impede a business
combination because the holders of that series of preferred stock may be able
to block such a transaction. See "--Rights Agreement" below.
 
Rights Agreement
 
   We will issue one preferred share purchase right for each share of our
common stock distributed in the distribution.
 
                                       66

<PAGE>
 
   The rights are designed to ensure that all shareholders receive fair and
equal treatment in the event of any unsolicited proposal to acquire control of
our company and to guard against takeover tactics that are not in the best
interests of all shareholders. The rights could make a third party's
acquisition attempt more difficult if the transaction is not approved by our
board of directors.
 
   Concurrent with the distribution, our board of directors will declare a
distribution of one right for each outstanding share of our common stock to
shareholders of record at the close of business on              , 2000 and for
each share of common stock issued (including shares distributed from treasury)
by us thereafter and prior to the separation time (as described below). Each
right entitles the registered holder to purchase from us one ten-thousandth (
1/10,000th) of a share (which we refer to as a unit) of Series A Junior
Participating Preferred Stock, par value $1.00 per share, at a purchase price
of $100 per unit, subject to adjustment. The description and terms of the
rights are set forth in the rights agreement. See "Where You Can Obtain
Additional Information."
 
   Initially, the rights will attach to all certificates representing shares of
our outstanding common stock, and no separate rights certificates will be
distributed. The rights will separate from the common stock (or flip-in) and
the separation time will occur upon the earlier of:
 
  .  ten business days (unless otherwise accelerated or delayed by our Board
     of Directors) following our public announcement that a person or group
     of affiliated or associated persons (referred to as an acquiring person)
     has acquired, obtained the right to acquire, or otherwise obtained
     beneficial ownership of 20% or more of our then-outstanding shares of
     common stock, or
 
  .  ten business days (unless otherwise delayed by our board of directors)
     following the commencement of a tender offer or exchange offer that
     would result in a person or group beneficially owning 20% or more of the
     then-outstanding shares of our common stock.
   
   CIBC and its affiliates will be excluded from this provision and the
acquisition by CIBC of 26.25% of our common stock and for any further
acquisition by CIBC of our common stock up to 29.90% of our common stock will
not cause the rights to separate from our common stock.     
 
   Promptly after the separation time, we will mail rights certificates to
holders of record of common stock as of the close of business on the date when
the separation time occurs and, thereafter, the separate rights certificates
alone will represent the rights. Effective as of the separation time, holders
of rights that are or were beneficially owned by an acquiring person or an
acquiring persons' affiliate or associate thereof or by any transferee of any
of the foregoing, shall be void.
 
   The rights are not exercisable until the separation time and will expire at
the close of business on        , 2010 unless we earlier exchange or terminate
them, as described below.
 
   If a flip-in occurs and if we have not terminated the rights, then a right
entitles its holder to acquire shares of our common stock (rather than
preferred stock) having a value equal to twice the right's exercise price.
Instead of issuing shares of common stock upon exercise of a right following a
flip-in date, we may substitute one ten-thousandth ( 1/10,000th) of a share of
preferred stock for each share of common stock issuable. In the event we do not
have sufficient treasury shares or authorized but unissued shares of common
stock or preferred stock to permit exercise in full of the rights, we may
substitute cash, debt or equity securities or other assets (or any combination
of the above). In addition, our board of directors may, after a flip-in date
and prior to the time that an acquiring person becomes the beneficial owner of
more than 50% of the common stock, elect to exchange all outstanding rights
(other than rights that have become void) for shares of common stock at an
exchange ratio (subject to adjustment) of     share of common stock per right.
Notwithstanding any of the foregoing, rights that are, or (under certain
circumstances set forth in the rights agreement) were, beneficially owned by
any person on or after the date such person becomes an acquiring person will be
null and void.
 
   Following the flip-in date, if an acquiring person controls our board of
directors, then we shall not enter into an agreement with respect to,
consummate or permit to occur any (i) consolidation, merger or share exchange
if either the acquiring person (or an affiliate or associate of the acquiring
person) is a party to the
 
                                       67

<PAGE>
 
transaction or the terms of the transaction are not the same for the acquiring
person as for the other holders of common stock or (ii) sale or transfer of a
majority of our assets, unless, in each case, we enter into an agreement for
the benefit of the holders of the rights (other than rights that have become
void) providing that upon consummation of such transaction each right (other
than rights that have become void) shall constitute the right to purchase stock
in the acquiring entity having a value equal to twice the exercise price of the
rights.
 
   The exercise price payable and the number of rights outstanding are subject
to adjustment from time to time to prevent dilution in the event of a stock
dividend, stock split or reverse stock split, or other recapitalization which
would change the number of shares of common stock outstanding.
   
   If prior to the separation time, we distribute securities or assets in
exchange for common stock (other than regular cash dividends or a dividend paid
solely in common stock) whether by dividend, reclassification, or otherwise, we
shall make such adjustments, if any, in the exercise price, number of rights
and otherwise as the board of directors deems appropriate.     
 
   At any time until the close of business on the flip-in date, the board of
directors may terminate all of the rights without any payment to the holders
thereof. The board of directors may condition termination of the rights upon
the occurrence of a specified future time or event. Rights that are terminated
will become null and void.
 
   Any provisions of the rights agreement may be amended at any time prior to
the close of business on the flip-in date without the approval of holders of
the rights, and thereafter, the rights agreement may be amended without
approval of the holders of the rights in any way which does not materially
adversely affect the interests of the rights holders generally or to cure an
ambiguity or to correct or supplement any provision which may be inconsistent
with any other provision or otherwise defective.
 
   Until a right is exercised, the holder thereof, as such, will have no rights
as a shareholder, including, without limitation, the right to vote or to
receive dividends. While the distribution of the rights will not be taxable to
us or to our shareholders, shareholders may, depending upon the circumstances,
recognize taxable income in the event that the rights become exercisable.
 
   We have initially reserved          whole shares of preferred stock for
issuance upon exercise of the rights. The number of shares of preferred stock
subject to the rights may be increased or decreased (but not below the number
of shares then outstanding) by our board of directors.
 
   Each unit of preferred stock will receive dividends at a rate per unit equal
to any dividends (except dividends payable in common stock) paid with respect
to a share of common stock and, on a quarterly basis, an amount per whole share
of preferred stock equal to the excess of $       over the aggregate dividends
per whole share of preferred stock during the immediately preceding three-month
period.
 
   In the event of liquidation, the holder of each unit of preferred stock will
receive a preferred liquidation payment equal to the greater of $        or the
per share amount paid in respect of a share of common stock.
 
   Each unit of preferred stock will have one vote, voting together with the
common stock.
 
   In the event of any merger, consolidation, statutory share exchange or other
transaction in which shares of common stock are exchanged, each unit of
preferred stock will be entitled to receive the per share consideration paid in
respect of each share of common stock.
 
   The rights of holders of the preferred stock as to dividends, liquidation
and voting, and in the event of mergers, statutory share exchanges and
consolidations, are protected by customary anti-dilution provisions.
 
   Because of the nature of the preferred stock's dividend, liquidation and
voting rights, the economic value of one unit of preferred stock that may be
acquired upon the exercise of each right should approximate the economic value
of     share of common stock.
 
                                       68

<PAGE>
 
   The rights may have certain anti-takeover effects. The rights will cause
substantial dilution to a person or group that attempts to acquire us on terms
not approved by our board of directors unless the offer is conditioned on a
substantial number of rights being acquired. However, the rights will not
interfere with any merger, statutory share exchange or other business
combination approved by our board of directors since the rights may be
terminated upon resolution of our board of directors at any time on or before
the close of business on a date ten business days after our announcement that a
person has become an acquiring person. Thus, the rights are intended to
encourage persons who may seek to acquire control of us to initiate such an
acquisition through negotiations with our board of directors. However, the
effect of the rights may be to discourage a third party from making a partial
tender offer or otherwise attempting to obtain a substantial equity position in
the equity securities of us or seeking to obtain control of us. To the extent
any potential acquirors are deterred by the rights, the rights may have the
effect of preserving incumbent management in office.
 
Anti-Takeover Legislation--Georgia Law
 
   The Georgia Code generally restricts a company from entering into certain
business combinations with any person or entity that is the beneficial owner of
at least 10% of a company's voting stock or its affiliates for a period of five
years after the date on which such shareholder obtained 10% of the company's
stock, unless (i) the board of directors approves the transaction prior to the
date such person obtained 10% of the stock, (ii) the shareholder acquires 90%
of the company's voting stock in the same transaction in which it exceeds 10%,
or (iii) subsequent to acquiring 10% of the stock, the shareholder acquires 90%
of the company's voting stock and the holders of a majority of the voting stock
entitled to vote, other than the shareholder seeking to enter into the business
combination, approves the business combination. We have elected to be covered
by this business combination statute.
 
   The Georgia Code also contains provisions that impose certain fair price and
other procedural requirements applicable to certain business combinations with
any person who owns 10% or more of the common stock. These statutory
requirements restrict business combinations with, and accumulations of shares
of voting stock of, certain Georgia corporations. The fair price statute
applies to a company only if the company elects to be covered by the
restrictions imposed by these statutes. We have not elected to be covered by
the fair price statute.
 
                                       69

<PAGE>
 
            LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
   Our articles of incorporation eliminate the personal liability of our
directors to our company or its shareholders for monetary damages for breach of
fiduciary duty as a director to the extent permitted under the Georgia Code.
Our directors remain liable for (i) any appropriation, in violation of the
director's duties, of any business opportunity, (ii) acts or omissions that
involve intentional misconduct or a knowing violation of law, (iii) unlawful
corporate distributions as set forth in section 14-2-832 of the Georgia Code,
or (iv) any transactions from which the director derived an improper personal
benefit. If the Georgia Code is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, the liability of
our directors shall be eliminated or limited to the fullest extent permitted by
the Georgia Code, as amended, without further action by the shareholders. These
provisions in our articles of incorporation will limit the remedies available
to a shareholder in the event of breaches of any director's duties.
 
   Our by-laws require us to indemnify and hold harmless any director or
officer who was or is a party or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative (including any action or suit by or
in the right of our company) because the person is or was our director or
officer against liability incurred in such proceeding. We are not, however,
required to indemnify officers and directors for liability incurred in a
proceeding in which the director or officer is adjudged liable to us or is
subjected to injunctive relief in our favor for (i) any appropriation, in
violation of the director's or officer's duties, of any business opportunity,
(ii) any acts or omissions which involve intentional misconduct or a knowing
violation of law, (iii) any types of liability with respect to distributions as
set forth in section 14-2-832 of the Georgia Code, or (iv) any transaction from
which such officer or director received an improper personal benefit. In
addition, our by-laws provide that we (i) must advance funds to pay or
reimburse the reasonable expenses incurred by a director or officer who is a
party to a proceeding because that person is a director or officer if other
conditions are satisfied, and (ii) may indemnify and advance expenses to any
employee or agent who is not a director or officer to the same extent and
subject to the same condition that we could, without shareholder approval under
the Georgia Code, indemnify and advance expenses to a director.
 
   There is no pending litigation or proceeding involving any of our directors,
officers, employees or any other agent of as to which indemnification is sought
by any director, officer, employee or other agent.
 
                                    EXPERTS
   
   The consolidated financial statements for us and our subsidiaries at May 31,
2000 and May 31, 1999, and for each of the three years in the period ended May
31, 2000, and the financial statements for the CIBC Merchant Acquiring Business
at July 31, 2000 and October 31, 1999 and the nine months ended July 31, 2000
and the years ended October 31, 1999 and 1998, appearing in this information
statement have been audited by Arthur Andersen LLP, independent public
accountants, as set forth in their report thereon appearing elsewhere herein,
and are included in reliance upon said report given on the authority of such
firm as experts in giving said reports.     
 
                  WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
 
   We have filed a Registration Statement on Form 10 with the Securities and
Exchange Commission under the Exchange Act, with respect to our common stock
and the preferred stock purchase rights associated with each share of our
common stock. This document does not contain all of the information set forth
in the Registration Statement and the exhibits and schedules thereto, to which
reference is hereby made. Statements made in this document as to the contents
of any contract, agreement or other document referred to herein are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made
to such exhibit for a more complete description of the matter involved, and
each such statement shall be deemed qualified in its entirety by such
reference.
 
 
                                       70

<PAGE>
 
   You may inspect and copy the Registration Statement and the exhibits thereto
at the public reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as at the Regional Offices of the
Securities and Exchange Commission at Seven World Trade Center, Thirteenth
Floor, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such information can be obtained
by mail from the Public Reference Branch of the Securities and Exchange
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The SEC maintains a website that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the SEC. The address of the SEC's website is http://www.sec.gov. Our
website address is http://www.globalpaymentsinc.com.
 
   After the distribution, we will be required to comply with the reporting
requirements of the Exchange Act and to file with the SEC reports, proxy
statements and other information as required by the Exchange Act. Additionally,
we will be required to provide our annual reports containing audited financial
statements to our shareholders in connection with its annual meetings of
shareholders. After the distribution, you may inspect and copy these reports,
proxy statements and other information at the public reference facilities of
the SEC or obtained by mail or over the Internet from the SEC, as described
above. After the distribution, the Global Payments shares will be listed on the
New York Stock Exchange. When the Global Payments shares commence trading on
the New York Stock Exchange, such reports, proxy statements and other
information will be available for inspection at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
 
                                       71

<PAGE>
 
                         INDEX TO FINANCIAL STATEMENTS
 

<TABLE>   
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
NDC eCOMMERCE BUSINESS SEGMENT (To be reorganized as Global Payments Inc.)
 Historical:
  Report of Independent Public Accountants................................   F-2
  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 ..................................................................   F-3
  Combined Balance Sheets as of May 31, 2000 and 1999 and August 31, 2000
   (unaudited) ...........................................................   F-4
  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 ..............................................................   F-5
  Combined Statements of Changes in Shareholder's Equity for the Years
   ended May 31, 2000, 1999, and 1998 and for the Three Months ended
   August 31, 2000 (unaudited) ...........................................   F-6
  Notes to Combined Financial Statements..................................   F-7
  Report of Independent Public Accountants as to Schedule.................  F-18
  Combined Schedule II--Valuation and Qualifying Accounts.................  F-19
 Pro Forma (Unaudited)
  Introduction to the Pro Forma Combined Financial Statements.............  F-20
  Pro Forma Combined Balance Sheet as of August 31, 2000..................  F-21
  Pro Forma Combined Statements of Income for the Year ended May 31,
   2000...................................................................  F-22
  Pro Forma Combined Statements of Income for the Three Months ended
   August 31, 2000........................................................  F-23
  Notes to Pro Forma Combined Financial Statements........................  F-24
 
CIBC MERCHANT ACQUIRING BUSINESS
 Report of Independent Public Accountants.................................  F-26
 Balance Sheets as of July 31, 2000 and October 31, 1999..................  F-27
 Statements of Income for the Nine Months ended July 31, 2000 and the
  Years ended October 31, 1999 and 1998...................................  F-28
 Statements of Cash Flows for the Nine Months ended July 31, 2000 and the
  Years ended October 31, 1999 and 1998...................................  F-29
 Statements of Changes in Shareholder's Equity for the Nine Months ended
  July 31, 2000 and the Years ended October 31, 1999 and 1998.............  F-30
 Notes to Financial Statements............................................  F-31
</TABLE>
    
 
                                      F-1

<PAGE>
 

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To National Data Corporation:
 
   We have audited the accompanying combined balance sheets of the NDC
eCommerce business segment (to be reorganized as Global Payments Inc., a
Georgia corporation--Note 1) as of May 31, 2000 and May 31, 1999 and the
related combined statements of income, changes in shareholders' equity, and
cash flows for each of the three years in the period ended May 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
   We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
   In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the NDC eCommerce business
segment as of May 31, 2000 and May 31, 1999 and the results of their operations
and their cash flows for each of the three years in the period ended May 31,
2000, in conformity with accounting principles generally accepted in the United
States.
 
                                          /s/ Arthur Andersen LLP
 
Atlanta, Georgia
August 25, 2000

 
                                      F-2

<PAGE>
 
                         COMBINED STATEMENTS OF INCOME
                         NDC eCOMMERCE BUSINESS SEGMENT
 
              (To be reorganized as Global Payments Inc.--Note 1)
                     (In thousands, except per share data)
 

<TABLE>
<CAPTION>
                                Three Months
                                    Ended
                                 August 31,          Year Ended May 31,
                               ----------------  ----------------------------
                                2000     1999      2000      1999      1998
                               -------  -------  --------  --------  --------
                                 (unaudited)
<S>                            <C>      <C>      <C>       <C>       <C>
Revenues...................... $87,191  $89,828  $340,033  $330,051  $291,547
                               -------  -------  --------  --------  --------
Operating expenses:
 Cost of service..............  45,881   46,022   181,479   169,805   153,518
 Sales, general and
  administrative..............  24,728   23,267    95,342    83,571    80,055
                               -------  -------  --------  --------  --------
                                70,609   69,289   276,821   253,376   233,573
                               -------  -------  --------  --------  --------
Operating income..............  16,582   20,539    63,212    76,675    57,974
                               -------  -------  --------  --------  --------
Other income (expense):
 Interest and other income....     700      283       796     1,183     1,450
 Interest and other expense...  (1,791)  (1,533)   (6,119)   (7,448)   (6,190)
 Minority interest in
  earnings....................  (1,427)  (1,071)   (4,117)   (3,809)   (2,626)
                               -------  -------  --------  --------  --------
                                (2,518)  (2,321)   (9,440)  (10,074)   (7,366)
                               -------  -------  --------  --------  --------
Income before income taxes....  14,064   18,218    53,772    66,601    50,608
Provision for income taxes....   5,415    7,014    20,725    25,265    19,531
                               -------  -------  --------  --------  --------
 Net income................... $ 8,649  $11,204  $ 33,047  $ 41,336  $ 31,077
                               =======  =======  ========  ========  ========
Basic weighted average shares
 outstanding..................  26,309   27,101    26,586    26,980    25,760
                               -------  -------  --------  --------  --------
Basic earnings per share...... $  0.33  $  0.41  $   1.24  $   1.53  $   1.21
                               =======  =======  ========  ========  ========
</TABLE>

 
 
    The accompanying notes are an integral part of these Combined Financial
                                  Statements.
 
                                      F-3

<PAGE>
 
                            COMBINED BALANCE SHEETS
                         NDC eCOMMERCE BUSINESS SEGMENT
 
              (To be reorganized as Global Payments Inc.--Note 1)
                                 (In thousands)
 

<TABLE>
<CAPTION>
                                                August 31,  May 31,   May 31,
                                                   2000       2000      1999
                                                ----------- --------  --------
                                                (unaudited)
<S>                                             <C>         <C>       <C>
ASSETS
Current assets:
 Cash and cash equivalents.....................  $  1,199   $  2,766  $  1,356
 Billed accounts receivable....................    38,019     35,176    38,779
 Allowance for doubtful accounts...............    (1,148)    (1,231)   (1,202)
                                                 --------   --------  --------
  Accounts receivable, net.....................    36,871     33,945    37,577
                                                 --------   --------  --------
 Merchant processing receivable................    33,939     32,497    22,063
 Income tax receivable.........................       --         980     5,340
 Inventory.....................................     3,976      3,694     1,582
 Deferred income taxes.........................       --         --        828
 Prepaid expenses and other current assets.....     7,875      6,343     3,956
                                                 --------   --------  --------
  Total current assets.........................    83,860     80,225    72,702
                                                 --------   --------  --------
Property and equipment, net....................    24,290     28,665    31,769
Intangible assets, net.........................   171,181    173,726   184,074
Investments....................................     5,000      5,000       --
Other..........................................     1,519        330     1,122
                                                 --------   --------  --------
  Total Assets.................................  $285,850   $287,946  $289,667
                                                 ========   ========  ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
 Due to NDC....................................  $ 75,014   $ 96,125  $ 89,375
 Merchant processing payable...................    18,088     11,880    23,725
 Current portion of long-term debt.............       --         --      6,000
 Obligations under capital leases..............     2,842      2,900     3,400
 Accounts payable and accrued liabilities......    21,341     25,249    27,792
 Income taxes payable..........................     3,823        --        --
 Deferred income taxes.........................       410        410       --
                                                 --------   --------  --------
  Total current liabilities....................   121,518    136,564   150,292
                                                 --------   --------  --------
Obligations under capital leases...............     3,664      4,332     6,374
Deferred income taxes..........................     5,403      5,403     4,855
Other long-term liabilities....................     3,824      2,291     1,401
                                                 --------   --------  --------
  Total liabilities............................   134,409    148,590   162,922
                                                 --------   --------  --------
Commitments and contingencies
Minority interest in equity of subsidiaries....    18,751     18,472    18,732
Shareholder's equity:
 NDC equity investment.........................   133,004    121,250   108,178
 Cumulative translation adjustment.............      (314)      (365)     (165)
                                                 --------   --------  --------
  Total shareholder's equity...................   132,690    120,885   108,013
                                                 --------   --------  --------
Total Liabilities and Shareholder's Equity.....  $285,850   $287,946  $289,667
                                                 ========   ========  ========
</TABLE>

 
      The accompanying notes are an integral part of these Combined Financial
                                  Statements.
 
 
                                      F-4

<PAGE>
 
                       COMBINED STATEMENTS OF CASH FLOWS
                         NDC eCOMMERCE BUSINESS SEGMENT
 
              (To be reorganized as Global Payments Inc.--Note 1)
                                 (In thousands)
 

<TABLE>
<CAPTION>
                             Three Months Ended
                                 August 31,            Year Ended May 31,
                             --------------------  ----------------------------
                               2000       1999       2000      1999      1998
                             ---------  ---------  --------  --------  --------
                                 (unaudited)
<S>                          <C>        <C>        <C>       <C>       <C>
Cash flows from operating
 activities:
 Net income................  $   8,649  $  11,204  $ 33,047  $ 41,336  $ 31,077
 Adjustments to reconcile
  net income to cash
  provided by operating
  activities before changes
  in assets and
  liabilities:
  Depreciation and
   amortization............      2,450      2,528     9,688     9,438     8,650
  Amortization of acquired
   intangibles and
   goodwill................      2,546      2,601    10,340    10,515     9,806
  Deferred income taxes....        --         --      1,786     6,690     1,804
  Minority interest in
   earnings................      1,427      1,071     4,117     3,809     2,626
  Provision for bad debts..        132         87     1,019       479       502
  Other, net...............        394        441     1,500     1,909     1,884
 Changes in assets and
  liabilities which
  provided (used) cash, net
  of the effects of
  acquisitions:
  Accounts receivable,
   net.....................     (3,035)    (9,335)    2,423    (4,843)   (3,146)
  Merchant processing......      4,766     (7,073)  (22,280)    1,488    (2,386)
  Inventory................       (282)      (612)   (2,112)     (739)      539
  Prepaid expenses and
   other assets............     (2,607)    (5,069)   (1,269)      (54)   (2,493)
  Accounts payable and
   accrued liabilities.....     (2,486)    15,547      (999)   (3,589)    1,769
  Deferred income..........        512       (134)     (324)      150      (146)
  Income taxes.............      4,803     10,199     4,360    (6,120)   (4,688)
                             ---------  ---------  --------  --------  --------
 Net cash provided by
  operating activities.....     17,269     21,455    41,296    60,469    45,798
                             ---------  ---------  --------  --------  --------
Cash flows from investing
 activities:
 Capital expenditures......     (2,016)    (1,878)   (6,002)  (12,528)   (8,666)
 Business acquisitions, net
  of acquired cash.........        --         --        --     (1,484)  (16,966)
 Increase in investments...        --         --     (5,000)      --        --
                             ---------  ---------  --------  --------  --------
 Net cash used in investing
  activities...............     (2,016)    (1,878)  (11,002)  (14,012)  (25,632)
                             ---------  ---------  --------  --------  --------
Cash flows from financing
 activities:
 Net borrowings
  (repayments) to (from)
  NDC......................    (21,111)       500     6,750   (20,000)   37,500
 Net increase (decrease) in
  NDC equity investment....      6,165    (11,324)  (21,800)  (18,596)  (50,351)
 Principal payments under
  capital lease
  arrangements and other
  long-term debt...........       (726)    (6,891)   (9,457)   (3,552)   (3,431)
 Distributions to minority
  interests................     (1,148)    (1,194)   (4,377)   (4,080)   (5,118)
                             ---------  ---------  --------  --------  --------
 Net cash provided by (used
  in) financing
  activities...............    (16,820)   (18,909)  (28,884)  (46,228)  (21,400)
                             ---------  ---------  --------  --------  --------
Increase (decrease) in cash
 and cash equivalents......     (1,567)       668     1,410       229    (1,234)
Cash and cash equivalents,
 beginning of period.......      2,766      1,356     1,356     1,127     2,361
                             ---------  ---------  --------  --------  --------
Cash and cash equivalents,
 end of period.............  $   1,199  $   2,024  $  2,766  $  1,356  $  1,127
                             =========  =========  ========  ========  ========
</TABLE>

 
      The accompanying notes are an integral part of these Combined Financial
                                  Statements.
 
                                      F-5

<PAGE>
 
             COMBINED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                        NDC eCOMMERCE BUSINESS SEQUENCE
 
              (To be reorganized as Global Payments Inc.--Note 1)
                                 (In thousands)
 

<TABLE>
<CAPTION>
                                                         Accumulated
                                                            Other
                                             NDC Equity Comprehensive  Total
                                             Investment     Loss       Equity
                                             ---------- ------------- --------
<S>                                          <C>        <C>           <C>
Balance at May 31, 1997.....................  $104,027      $  17     $104,044
                                              --------      -----     --------
 Comprehensive income
  Net income................................    31,077                  31,077
  Foreign currency translation adjustment...                 (141)        (141)
                                                                      --------
 Total comprehensive income.................                            30,936
                                                                      --------
 Net transactions with NDC..................   (13,264)                (13,264)
 Net distributions to NDC...................   (36,820)                (36,820)
                                              --------      -----     --------
Balance at May 31, 1998.....................    85,020       (124)      84,896
                                              --------      -----     --------
 Comprehensive income
  Net income................................    41,336                  41,336
  Foreign currency translation adjustment...                  (41)         (41)
                                                                      --------
 Total comprehensive income.................                            41,295
                                                                      --------
 Net transactions with NDC..................   (13,224)                (13,224)
 Net distributions to NDC...................    (4,954)                 (4,954)
                                              --------      -----     --------
Balance at May 31, 1999.....................   108,178       (165)     108,013
                                              --------      -----     --------
 Comprehensive income
  Net income................................    33,047                  33,047
  Foreign currency translation adjustment...                 (200)        (200)
                                                                      --------
 Total comprehensive income.................                            32,847
                                                                      --------
 Net transactions with NDC..................   (12,718)                (12,718)
 Net distributions to NDC...................    (7,257)                 (7,257)
                                              --------      -----     --------
Balance at May 31, 2000.....................   121,250       (365)     120,885
                                              --------      -----     --------
 Comprehensive income (unaudited)...........
  Net income (unaudited)....................     8,649                   8,649
  Foreign currency translation adjustment
   (unaudited)..............................                   51           51
                                                                      --------
 Total comprehensive income (unaudited).....                             8,700
                                                                      --------
 Net transactions with NDC (unaudited)......    (6,051)                 (6,051)
 Net distributions to NDC (unaudited).......     9,156                   9,156
                                              --------      -----     --------
Balance at August 31, 2000 (unaudited)......  $133,004      $(314)    $132,690
                                              ========      =====     ========
</TABLE>

 
    The accompanying notes are an integral part of these Combined Financial
                                  Statements.
 
                                      F-6

<PAGE>
 
                     NOTES TO COMBINED FINANCIAL STATEMENTS
 
Note 1--Spin off and Basis of Presentation
 
   In December 1999, National Data Corporation announced its intent to spin-off
the NDC eCommerce business segment into a separate publicly traded company with
its own management and Board of Directors. This Distribution is expected to
occur on            , 2000 (the "Distribution Date") and will be accomplished
by forming Global Payments Inc. ("Global Payments"), transferring the stock of
the companies which comprise the NDC eCommerce business segment to Global
Payments and then distributing all of the shares of common stock of Global
Payments to NDC's stockholders. NDC stockholders will receive 0.8 share of
Global Payments for each NDC share held as of the Distribution Date. After the
Distribution, Global Payments and NDC will be two separate public companies.
Global Payments was incorporated on September 1, 2000 and will not have any
operations, assets or liabilities until immediately prior to the Distribution.
 
   These combined financial statements include the accounts of the subsidiaries
of NDC that comprise its eCommerce business segment (collectively referred to
as "the Company"). The Company is an integrated provider of high volume
electronic transaction processing and value-added end-to-end information
services and systems to merchants, multinational corporations, financial
institutions, and government agencies. These services are marketed to customers
within the merchant services and the funds transfer business through various
sales channels. The Company's operations are provided in the United States,
Canada, and Europe.
 
   The Company adopted Statement of Financial Accounting Standards No. 131
("SFAS 131"), "Disclosure About Segments of an Enterprise and Related
Information." Accordingly, the Company's chief operating decision making group
currently operates as one reportable segment--electronic transaction
processing--therefore the majority of the disclosures required by SFAS 131 do
not apply to the Company. The Company's results of operations and its financial
condition are not significantly reliant upon any single customer or foreign
operations. Revenues from external customers from the Company's two service
offerings are as follows:
 

<TABLE>
<CAPTION>
                                                        2000     1999     1998
                                                      -------- -------- --------
   <S>                                                <C>      <C>      <C>
   Merchant services................................. $318,262 $307,317 $268,752
   Funds transfer....................................   21,771   22,734   22,795
                                                      -------- -------- --------
                                                      $340,033 $330,051 $291,547
                                                      ======== ======== ========
</TABLE>

 
   The combined financial statements have been prepared on the historical cost
basis in accordance with accounting principles generally accepted in the United
States, and present the Company's financial position, results of operations,
and cash flows as derived from NDC's historical financial statements.
Significant intercompany transactions have been eliminated in consolidation. As
further described in Note 4, certain allocations of corporate and interest
expenses have been allocated that were previously not allocated to NDC's
eCommerce business segment. These allocations were based on an estimate of the
proportion of corporate expenses related to the Company, utilizing such factors
as revenues, number of employees, number of transactions processed and other
applicable factors. In the opinion of management, these allocations have been
made on a reasonable basis. The costs of these services charged to the Company
may not reflect the actual costs the Company would have incurred for similar
services as a stand-alone company.
 
   In conjunction with the separation of their businesses, the Company and NDC
will enter into various agreements that address the allocation of assets and
liabilities between them and that define their relationship after the
Distribution, including the Distribution Agreement, the Tax Sharing and
Indemnification Agreement, the Employee Benefits Agreement, the Lease Agreement
for Office Headquarters, the Intercompany Systems/Network Services Agreement,
the Batch Processing Agreement and the Transition Support Agreement.
 
Note 2--Summary of Significant Accounting Policies
 
   Use of estimates--The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make certain estimates and assumptions. These
 
                                      F-7

<PAGE>
 
estimates and assumptions affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the date of the
financial statements, as well as the reported amounts of revenues and expenses
during the reported period. Actual results could differ from these estimates.
 
   Revenue--Revenue related to information and transaction processing services
provided is recognized as such services are performed. Revenue for processing
services provided directly to merchants is recorded net of certain costs not
controlled by the Company (primarily interchange fees charged by credit card
associations).
 
   Cash and cash equivalents--Cash and cash equivalents include cash on hand
and all liquid investments with an initial maturity of three months or less
when purchased.
 
   Inventory--Inventory, which includes microcomputer hardware and peripheral
equipment, and electronic point-of-sale terminals, is stated at the lower of
cost or market. Cost is determined by using the average cost method.
 
   Merchant processing receivable/payable--The merchant processing
receivable/payable results from timing differences in the Company's settlement
process with merchants and credit card sales processed.
 
   Property and equipment--Property and equipment, including equipment under
capital leases, is stated at cost. Depreciation and amortization are calculated
using the straight-line method. Equipment is depreciated over 2 to 5 year
lives. Leasehold improvements and property acquired under capital leases are
amortized over the shorter of the useful life of the asset or the term of the
lease. The costs of purchased and internally developed software used to provide
services to customers or internal administrative services are capitalized and
amortized on a straight-line basis over their estimated useful lives, not to
exceed 5 years. Maintenance and repairs are charged to operations as incurred.
   
   Intangible assets--Intangible assets primarily represent goodwill, customer
base and trademarks associated with acquisitions. For significant acquisitions,
the Company obtains an independent valuation to determine the fair value and
related useful lives of customer base, trademarks, goodwill and other
identifiable intangibles. Customer base and trademarks acquired are amortized
using the straight-line method over their estimated useful lives, which
approximates the legal lives when applicable, of 10 to 40 years. Goodwill
represents the excess of the cost of acquired businesses over the fair market
value of their identifiable net assets. Goodwill is being amortized on a
straight-line basis over periods ranging from 7 to 40 years.     
 
   Impairment of long-lived assets--The Company regularly evaluates whether
events and circumstances have occurred that indicate the carrying amount of
property and equipment or goodwill and other intangibles may warrant revision
or may not be recoverable. When factors indicate that long-lived assets should
be evaluated for possible impairment, the Company assesses the recoverability
of long-lived assets by determining whether the carrying value of such long-
lived assets will be recovered through the future undiscounted cash flows
expected from use of the asset and its eventual disposition. In management's
opinion, the long-lived assets, including property and equipment and intangible
assets, are appropriately valued at May 31, 2000 and May 31, 1999.
 
   Investments--The Company holds an investment in eCharge Corporation, a
private company that offers Internet users secure and convenient ways to make
purchases over the Internet. This investment is recorded at its historical cost
of $5.0 million. Although the market value is not readily determinable,
management believes the fair value of this investment approximates its carrying
amount.
 
   Income taxes--Deferred income taxes are determined based on the difference
between the financial statement and tax bases of assets and liabilities using
enacted tax laws and rates (see Note 10).
 
                                      F-8

<PAGE>
 
   Fair value of financial instruments--Management considers that the carrying
amounts of financial instruments, including cash, receivables, accounts payable
and accrued expenses, and current maturities of long-term obligations,
approximates fair value.
 
   Foreign currency translation--The Company has a foreign subsidiary in Canada
and the United Kingdom, whose functional currency is their local currency.
Gains and losses on transactions denominated in currencies other than the
functional currencies are included in determining net income for the period in
which exchange rates change. The assets and liabilities of foreign subsidiaries
are translated at the year-end rate of exchange, and income statement items are
translated at the average rates prevailing during the year. The resulting
translation adjustment is recorded as a component of shareholders' equity.
Translation gains and losses on intercompany balances of a long-term investment
nature are also recorded as a component of shareholders' equity. The effects of
foreign currency gains and losses arising from these translations of assets and
liabilities are included as a component of other comprehensive income.
 
   Earnings Per Share--Basic earnings per share is computed by dividing
reported earnings available to common shareholders by weighted average shares
outstanding during the period. Earnings available to common shareholders is the
same as reported net income for all periods presented. Weighted average shares
outstanding is computed by applying the distribution ratio of 0.8 of a share of
the Company for each NDC share held to the historical NDC weighted average
shares outstanding for the same periods presented.
 
   Diluted earnings per share is computed by dividing reported earnings
available to common shareholders by weighted average shares outstanding during
the period and the impact of securities that, if exercised, would have a
dilutive effect on earnings per share. All options with an exercise price less
than the average market share price for the period generally are assumed to
have a dilutive effect on earnings per share. Diluted earnings per share is not
presented in these financial statements, as there are no historical market
share prices for the Company, as public trading will not commence until the
distribution occurs. Accordingly, the dilutive effect of stock options cannot
be determined.
 
   Unaudited interim financial information--The accompanying interim combined
financial statements have been prepared by the Company in accordance with
accounting principles generally accepted in the United States. In the opinion
of management of the Company, these combined financial statements contain all
adjustments (consisting only of normal recurring adjustments) which are
necessary for a fair presentation of the interim periods. Results of operations
for interim periods presented herein are not necessarily indicative of results
of operations for the entire year.
 
Note 3--Business Acquisition
 
   In May 1998, the Company acquired certain assets of CheckRite International,
Inc. This acquisition has been recorded using the purchase method of
accounting, and accordingly, the purchase price has been allocated to the
assets acquired and liabilities assumed based on their estimated fair value as
of the date of acquisition. The operating results are included in the Company's
combined statements of income from the date of the acquisition.
 
   The aggregate price paid for this acquisition and final adjustments to prior
period acquisitions consisted of $17.0 million; liabilities were assumed as
follows:
 

<TABLE>
<CAPTION>
                                                                       1998
                                                                  --------------
                                                                  (In thousands)
   <S>                                                            <C>
   Fair value of assets acquired.................................    $19,814
   Cash acquired.................................................     (1,124)
   Liabilities assumed...........................................     (1,724)
                                                                     -------
   Cash paid for acquisitions....................................    $16,966
                                                                     =======
</TABLE>

 
   The excess of cost over tangible assets acquired of $16.3 million was
allocated to goodwill and other intangible assets. The depreciable and
intangible assets are being amortized over periods ranging from 2 to 20 years
(see Note 7).
 
                                      F-9

<PAGE>
 
Note 4--Transactions with NDC
 
   There were no material intercompany purchase or sales transactions between
NDC and the Company. The Company was charged with incremental corporate costs
in the amount of $5.0 million in fiscal 2000, $3.2 million in fiscal 1999, and
$6.6 million in fiscal 1998. These allocations were based on an estimate of the
proportion of corporate expenses related to the Company, utilizing such factors
as revenues, number of employees, number of transactions processed and other
applicable factors.
 
   The Company was also charged corporate interest expense based on the
anticipated corporate debt allocations of NDC to the Company at the
Distribution Date. The Company utilized a rollback approach to allocate the
anticipated portion of the NDC consolidated group's debt and interest expense
for all historical periods presented. This treatment records the current
proposed debt allocation percentage for all historical periods presented. The
allocated portion of the consolidated group's debt is presented as due to NDC
on the accompanying combined balance sheets. Interest expense recorded by the
Company related to this debt was $4.6 million in fiscal 2000, $5.0 million in
fiscal 1999, and $2.8 million in fiscal 1998 and is included in interest and
other expense.
 
Note 5--Property and Equipment
 
   As of May 31, 2000 and May 31, 1999, property and equipment consisted of the
following:
 

<TABLE>
<CAPTION>
                                                                 2000    1999
                                                                ------- -------
                                                                (In thousands)
   <S>                                                          <C>     <C>
   Property under capital leases............................... $11,838 $14,738
   Equipment...................................................  30,647  36,421
   Software....................................................  19,594  20,147
   Leasehold improvements......................................   6,410   7,338
   Furniture and fixtures......................................   3,002   4,974
   Work in progress............................................   2,532   1,852
                                                                ------- -------
                                                                 74,023  85,470
   Less: accumulated depreciation and amortization.............  45,358  53,701
                                                                ------- -------
                                                                $28,665 $31,769
                                                                ======= =======
</TABLE>

 
Note 6--Software Costs
 
   The following table sets forth information regarding the Company's costs
associated with software development for the years ended May 31, 2000, May 31,
1999 and May 31, 1998. These amounts exclude other expenditures for product
improvements, customer requested enhancements, maintenance and Year 2000
remediation.
 

<TABLE>
<CAPTION>
                                                           2000   1999   1998
                                                          ------ ------ ------
                                                             (In thousands)
   <S>                                                    <C>    <C>    <C>
   Total costs associated with software development...... $2,623 $1,774 $1,822
   Less: capitalization of internally developed
    software.............................................    884    625    122
                                                          ------ ------ ------
   Net research and development expense.................. $1,739 $1,149 $1,700
                                                          ====== ====== ======
</TABLE>

 
   The Company capitalizes costs related to the development of certain software
products. In accordance with Statement of Financial Accounting Standards No.
86, "Accounting for the Costs of Computer Software to Be Sold, Leased, or
Otherwise Marketed", capitalization of costs begins when technological
feasibility has been established and ends when the product is available for
general release to customers. Amortization is computed on an individual product
basis and has been recognized for those products available for market based on
the products' estimated economic lives, not to exceed five years.
 
                                      F-10

<PAGE>
 
   Additionally, the Company capitalizes costs related to the development of
computer software developed or obtained for internal use in accordance with the
AICPA SOP 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." Costs incurred in the application development phase
are capitalized and amortized over the useful life, not to exceed five years.
 
   Total unamortized capitalized software costs (purchased and internally
developed) were approximately $7.9 million and $10.3 million as of May 31, 2000
and May 31, 1999, respectively. Total software amortization expense was
approximately $2.6 million, $1.9 million and $2.0 million in fiscal 2000, 1999
and 1998, respectively.
 
Note 7--Intangible Assets
 
   As of May 31, 2000 and May 31, 1999, intangible assets consisted of the
following:
 

<TABLE>
<CAPTION>
                                                                2000     1999
                                                              -------- --------
                                                               (In thousands)
   <S>                                                        <C>      <C>
   Customer base............................................. $102,475 $102,483
   Trademarks................................................   28,273   28,273
   Goodwill and other intangibles............................  120,199  120,199
                                                              -------- --------
                                                               250,947  250,955
   Less: accumulated amortization............................   77,221   66,881
                                                              -------- --------
                                                              $173,726 $184,074
                                                              ======== ========
</TABLE>

 
   The Company had expanded its focus on acquisition opportunities and
alliances with other companies to increase its market penetration,
technological capabilities, product offerings and distribution capabilities to
support its business strategy. Since fiscal 1996, the Company has completed
seven acquisitions accounted for under the purchase method.
 
   In 1996, the Company acquired the Merchant Automated Point-of-Sale Program
("MAPP") from MasterCard International Incorporated ("MasterCard"). The net
assets of MAPP consisted primarily of tangible personal property, leased
personal and real property, customer contracts, assembled workforce and the
goodwill of the business. The Company paid $110 million plus the granting of a
7.5% membership interest in one of the Company's subsidiaries (Global Payment
Systems LLC) to MasterCard. The total consideration paid for the MAPP business,
was $131.6 million, and resulted in an excess cost over tangible assets of
$127.2 million. The aggregate estimated life of these intangible assets is 35
years.
 
Note 8--Accounts Payable and Accrued Liabilities
 
   As of May 31, 2000 and May 31, 1999, accounts payable and accrued
liabilities consisted of the following:
 

<TABLE>
<CAPTION>
                                                                 2000    1999
                                                                ------- -------
                                                                (In thousands)
   <S>                                                          <C>     <C>
   Trade accounts payable...................................... $ 7,209 $ 6,230
   Accrued compensation and benefits...........................   8,043   6,843
   Accrued pensions............................................     372     524
   Other accrued liabilities...................................   9,625  14,063
                                                                ------- -------
                                                                $25,249 $27,660
                                                                ======= =======
</TABLE>

 
Note 9--Retirement Benefits
 
   Historically, the Company has participated in the NDC noncontributory
defined benefit pension plan (the "Plan") covering substantially all of its
United States employees who have met the eligibility provisions of the plan as
of May 31, 1998. NDC closed the defined benefit pension plan to new
participants beginning
 
                                      F-11

<PAGE>
 
June 1, 1998. Benefits are based on years of service and the employee's
compensation during the highest five consecutive years of earnings of the last
ten years of service. Plan provisions and funding meet the requirements of the
Employee Retirement Income Security Act of 1974, as amended. The expenses for
the plan are allocated to the Company based on the relative projected benefit
obligations for all the Company's employees compared with the obligations for
all participants. In the opinion of management, the expenses have been
allocated on a reasonable basis and, for fiscal 2000, were actuarially
allocated to approximate the expense Global Payments would have incurred had it
been operating on a stand-alone basis.
 
   The following table provides a reconciliation of the changes in the Plan's
benefit obligations and fair value of assets over the one-year period ending
May 31, 2000 and a statement of funded status:
 
Changes in benefit obligations
 

<TABLE>
<CAPTION>
                                                                       2000
                                                                  --------------
                                                                  (In thousands)
   <S>                                                            <C>
   Balance at beginning of year..................................     $6,268
   Service cost..................................................        --
   Interest cost.................................................        453
   Benefits paid.................................................       (219)
   Actuarial gain................................................       (383)
                                                                      ------
   Balance at end of year........................................     $6,119
                                                                      ======
</TABLE>

 
Changes in plan assets
 

<TABLE>
<CAPTION>
                                                                       2000
                                                                  --------------
                                                                  (In thousands)
   <S>                                                            <C>
   Balance at beginning of year..................................     $5,763
   Actual return on plan assets..................................        642
   Employer contributions........................................        --
   Benefits paid.................................................       (219)
                                                                      ------
   Balance at end of year........................................     $6,186
                                                                      ======
</TABLE>

 
   The accrued pension costs recognized in the Consolidated Balance Sheets were
as follows:
 

<TABLE>
<CAPTION>
                                                                      2000
                                                                 --------------
                                                                 (In thousands)
   <S>                                                           <C>
   Funded status...............................................      $  67
   Unrecognized net (gain) loss................................       (391)
   Unrecognized prior service cost.............................         42
   Unrecognized net asset at June 1, 1985, being amortized over
    17 years...................................................        (90)
                                                                     -----
   Accrued pension cost........................................      $(372)
                                                                     =====
</TABLE>

 
   Net pension expense (income) included the following components for the
fiscal year ending May 31:
 

<TABLE>
<CAPTION>
                                                                       2000
                                                                  --------------
                                                                  (In thousands)
   <S>                                                            <C>
   Service cost-benefits earned during the Period................     $ --
   Interest cost on projected benefit obligation.................       453
   Expected return on plan assets................................      (576)
   Net amortization and deferral.................................       (30)
                                                                      -----
   Net pension expense (income)..................................     $(153)
                                                                      =====
</TABLE>

 
                                      F-12

<PAGE>
 
   Significant assumptions used in determining net pension expense and related
obligations were as follows:
 

<TABLE>
<CAPTION>
                                                                          2000
                                                                          -----
   <S>                                                                    <C>
   Discount rate.........................................................  7.75%
   Rate of increase in compensation levels...............................  4.33%
   Expected long-term rate of return on assets........................... 10.00%
</TABLE>

 
   Information relating to accumulated benefits and plan assets as they may be
allocable to the Company's participants at May 31, 1999 and 1998 is not
available. The pension expense allocated to the Company for fiscal 1999 and
1998 was $0.1 million and $1.1 million, respectively.
 
   Historically, the Company has participated in the NDC deferred compensation
401(k) plan that is available to substantially all employees with three months
of service. Expenses of $.6 million, $.9 million, and $.8 million were
allocated to the Company in proportion to total payroll for fiscal 2000, 1999,
and 1998, respectively. The Company intends to establish its own 401(k) with
substantially the same terms as the existing NDC plan with the matching
contribution in the form of Global Payments' common stock.
 
Note 10--Income Taxes
 
   Historically, the Company has been included in the consolidated federal
income tax return of NDC. Tax provisions are settled through the intercompany
account and NDC made income tax payments on behalf of the Company (see Note
15). The Company's provision for income taxes in the accompanying consolidated
statements of income reflects federal and state income taxes calculated on the
Company's separate income.
 
   The provision for income taxes includes:
 

<TABLE>
<CAPTION>
                                                          2000    1999    1998
                                                         ------- ------- -------
                                                             (In thousands)
   <S>                                                   <C>     <C>     <C>
   Current tax expense:
    Federal............................................. $16,266 $20,146 $16,182
    State...............................................     780   1,481   1,545
                                                         ------- ------- -------
                                                          17,046  21,627  17,727
                                                         ------- ------- -------
   Deferred tax expense:
    Federal.............................................   3,389   3,366   1,677
    State...............................................     290     272     127
                                                         ------- ------- -------
                                                           3,679   3,638   1,804
                                                         ------- ------- -------
   Total................................................ $20,725 $25,265 $19,531
                                                         ======= ======= =======
</TABLE>

 
   The Company's effective tax rates differ from federal statutory rates as
follows:
 

<TABLE>
<CAPTION>
                                                          2000   1999   1998
                                                          ----   ----   ----
   <S>                                                    <C>    <C>    <C>
   Federal statutory rate................................ 35.0 % 35.0 % 35.0 %
   State income taxes, net of federal income tax
    benefit..............................................  1.3 %  1.7 %  2.2 %
   Non-deductible amortization and write-off of
    intangible assets....................................  1.6 %  1.3 %  2.2 %
   Tax credits........................................... (0.5)% (0.3)% (0.2)%
   Other.................................................  1.1 %  0.2 % (0.6)%
                                                          ----   ----   ----
    Total................................................ 38.5 % 37.9 % 38.6 %
                                                          ====   ====   ====
</TABLE>

 
                                     F-13

<PAGE>
 
   Deferred income taxes as of May 31, 2000 and May 31, 1999 reflect the impact
of temporary differences between the amounts of assets and liabilities for
financial accounting and income tax purposes. As of May 31, 2000 and May 31,
1999, principal components of deferred tax items were as follows:
 

<TABLE>
<CAPTION>
                                                               2000     1999
                                                              -------  -------
                                                              (In thousands)
   <S>                                                        <C>      <C>
   Deferred tax assets:
    Net operating loss carryforwards......................... $   --   $   183
    Accrued expenses.........................................     368      958
                                                              -------  -------
                                                                  368    1,141
                                                              -------  -------
   Deferred tax liabilities:
    Property and equipment...................................   1,692    3,654
    Acquired intangibles.....................................   3,903      506
    Prepaid expenses.........................................     386      418
    Other....................................................     200      590
                                                              -------  -------
                                                                6,181    5,168
                                                              -------  -------
   Net deferred tax liability................................  (5,813)  (4,027)
   Less: Current deferred tax (liability) asset..............    (410)     828
                                                              -------  -------
   Non-current deferred tax liability........................ $(5,403) $(4,855)
                                                              =======  =======
</TABLE>

 
   A valuation allowance is provided when it is more likely than not that some
portion or all of the deferred tax assets will not be realized. Realization of
the operating loss carry-forwards is not considered by management to be
uncertain. The Company has not established valuation allowances for these tax
assets. Net operating loss carry-forwards expire between the fiscal years 2001
and 2007.
 
Note 11--Long-Term Debt
 
   As of May 31, 1999, long-term debt classified as current portion consisted
of a promissory note issued to Electronic Data Systems Corporation in the
amount of $6.0 million. This note was settled on June 30, 1999. This note was
issued in consideration for the Company's acquisition of their multi-client
bank card processing business in January 1997.
 
Note 12--Shareholder's Equity
 
   NDC equity investment--NDC's equity investment includes the original
investment in the Company, accumulated income of the Company, and the dividend
to NDC arising from the forgiveness of the net intercompany receivable due from
NDC reflecting transactions described in Note 4. The NDC equity investment as
of May 31, 2000 and May 31, 1999 was $121.3 million and $108.2 million,
respectively.
 
   Stock Options--NDC has certain Stock Option Plans (the "Plans") under which
incentive stock options and non-qualified stock options have been granted to
officers, key employees and directors of NDC. In connection with the separation
of the Company from NDC, stock options under the Plans held by employees of the
Company that are not exercised prior to the date of the Distribution will be
replaced with options of Global Payments. In accordance with the provisions of
EITF 90-9, NDC stock options will be replaced with Global Payments stock
options in amounts and at exercise prices intended to preserve the economic
benefit of the NDC stock options at such time. No compensation expense is
expected to result from the replacement of the options. The number of shares of
NDC common stock subject to options held by option holders expected to become
Global Payments employees at May 31, 2000 was 639,366 shares. The exercise
price of such options range from $6.67 to $37.56. The ultimate number of stock
options to be held by Global Payments employees and the number and exercise
price of the Global Payments stock options to be issued, subject to the above
calculation, cannot yet be determined.
 
                                      F-14

<PAGE>
 
Note 13--Related Party Transactions
 
   In connection with the fiscal 1996 purchase of Merchant Automated Point of
Sale Program ("MAPP") from MasterCard International Incorporated, MasterCard
holds a 7.5% minority interest in Global Payment Systems, LLC, a partnership
with MasterCard International Incorporated. MasterCard provides certain
services for the MAPP business unit. The original service agreement was for a
period of three years and ended on March 31, 1999. The services agreement was
then amended to allow certain services to be provided through April 1, 2000.
The Company now performs the services formerly provided by MasterCard under
this service agreement internally. For the years ended May 31, 2000, May 31,
1999 and May 31, 1998 the Company incurred expenses of approximately $.2
million, $3.0 million and $6.8 million respectively, related to these services.
 
   Also, during fiscal 1996, the Company formed an alliance with Comerica Bank
and purchased 51% ownership interest in NDPS Comerica Alliance, LLC. There are
agreements in place for the Company to reimburse Comerica Bank for any expenses
incurred on behalf of the alliance. For the years ended May 31, 2000, May 31,
1999 and May 31, 1998 the Company incurred expenses of approximately $.9
million, $.6 million and $.6 million, respectively, related to these services.
 
Note 14--Commitments and Contingencies
 
   The Company conducts a major part of its operations using leased facilities
and equipment. Many of these leases have renewal and purchase options and
provide that the Company pay the cost of property taxes, insurance and
maintenance.
 
   Rent expense on all operating leases for fiscal 2000, 1999 and 1998 was
approximately $5.8 million, $6.3 million and $6.9 million, respectively.
 
   Future minimum lease payments for all noncancelable leases at May 31, 2000
were as follows:
 

<TABLE>
<CAPTION>
                                                             Capital Operating
                                                             Leases   Leases
                                                             ------- ---------
                                                              (In thousands)
   <S>                                                       <C>     <C>
   2001..................................................... $3,489   $ 4,685
   2002.....................................................  2,671     3,703
   2003.....................................................  1,722     2,974
   2004.....................................................    386     2,179
   2005.....................................................    --      1,590
   Thereafter...............................................    --      3,846
                                                             ------   -------
   Total future minimum lease payments......................  8,268   $18,977
                                                                      =======
   Less: amount representing interest.......................  1,036
                                                             ------
   Present value of net minimum lease payments..............  7,232
   Less: current portion....................................  2,900
                                                             ------
   Long-term obligations under capital leases at May 31,
    2000.................................................... $4,332
                                                             ======
</TABLE>

 
   The Company is party to a number of claims and lawsuits incidental to its
business. In the opinion of management, the ultimate outcome of such matters,
individually or in the aggregate, will not have a material adverse impact on
the Company's financial position, liquidity or results of operations.
 
   Subsequent to the date of the auditor's report, the Company obtained a
commitment for a $110 million revolving line of credit. It will fund the
payment of the cash due to NDC to reflect our share of NDC's pre-distribution
debt used to establish the Company's initial capitalization. This line of
credit will also be used to meet working capital and acquisition needs after
the Distribution. This line has a variable interest rate based on
 
                                      F-15

<PAGE>
 
market rates. The credit agreement contains certain financial and non-financial
covenants customary for financings of this nature. Final maturity will be three
years from the Distribution. As indicated in Note 4, the Company utilized a
"rollback" approach to allocate the anticipated portion of the NDC consolidated
group's debt and interest expense. Accordingly, as of May 31, 2000 and May 31,
1999, there was $96.1 million and $89.4 million respectively, allocated and
outstanding as due to NDC.
 
   The Company processes credit card transactions for direct merchant
locations. The Company's merchant customers have the liability for any charges
properly reversed by the cardholder. In the event, however, that the Company is
not able to collect such amount from the merchants, due to merchant fraud,
insolvency, bankruptcy or another reason, the Company may be liable for any
such reversed charges. The Company requires cash deposits and other types of
collateral by certain merchants to minimize any such contingent liability. The
Company also utilizes a number of systems and procedures to manage merchant
risk. In addition, the Company believes that the diversification of its
merchant portfolio among industries and geographic regions minimizes its risk
of loss.
 
   The Company recognizes revenue based on a percentage of the gross amount
charged and has a potential liability for the full amount of the charge. The
Company establishes reserves for operational losses based on historical and
projected experiences concerning such charges. In the opinion of management,
such reserves for losses are adequate. Expenses of $3.0 million, $2.4 million
and $2.4 million were recorded for fiscal 2000, 1999 and 1998, respectively,
for these reserves.
 
   The Company also has a check guarantee business. Similar to the credit card
business, the Company charges its merchants a percentage of the gross amount of
the check and guarantees payment of the check to the merchant in the event the
check is not honored by the checkwriter's bank. As a result, the Company incurs
operational charges in this line of business. The Company has the right to
collect the full amount of the check from the checkwriter but has not
historically recovered 100% of the guaranteed checks. The Company establishes
reserves for this activity based on historical and projected loss experiences.
Expenses of $10.1 million, $8.5 million and $8.8 million were recorded for
fiscal 2000, 1999 and 1998, respectively, for these reserves.
 
   In connection with the Company's acquisition of merchant credit card
operations of banks, the Company has also entered into depository and
processing agreements (the "Agreements") with certain of the banks. These
Agreements allow the Company to use the banks' "Bank Identification Number"
("BIN") to clear credit card transactions through VISA and MasterCard. Certain
agreements contain financial covenants, and the Company was in compliance with
all such covenants as of May 31, 2000 or had obtained a verbal waiver of such
covenants. In management's opinion, the Company would be able to obtain
alternative BIN agreements without material impact to the Company in the event
of the termination of these Agreements.
 
   Effective April 1, 2000, MasterCard may put to the Company ("Put Right") all
or any portion of its membership interest in Global Payment Systems LLC.
MasterCard's Put Right shall be exercised by providing Global Payment Systems
LLC with notice specifying the percentage of its membership interest to be put,
the date on which the proposed put price is to be paid, and the proposed put
price. The proposed put price shall be based on the fair market value of Global
Payment Systems LLC on a stand-alone basis. As an alternative to purchasing
MasterCard's membership interest in the event of the exercise of the put right,
Global Payment Systems LLC may elect to dissolve the partnership with
MasterCard receiving a share of the net liquidation proceeds, in proportion to
their membership interest.
 
 
Note 15--Supplemental Cash Flow Information
 
   Historically, the Company's cash flow had been calculated with and included
in the NDC consolidated group's Supplemental Cash Flows. The Company's payments
for income taxes have been calculated on the Company's separate income and
reflect federal and state income tax payment allocations as if the Company had
been operating on a stand-alone basis (Note 10). The Company has utilized a
"rollback" approach to allocate the portion of the consolidated group's
interest payments for all historical periods presented (Note 4).
 
                                      F-16

<PAGE>
 
   Supplemental cash flow disclosures and non-cash investing and financing
activities for the years ended May 31, 2000, May 31, 1999 and May 31, 1998 are
as follows:
 

<TABLE>
<CAPTION>
                                                         2000   1999    1998
                                                        ------ ------- -------
                                                            (In thousands)
   <S>                                                  <C>    <C>     <C>
   Supplemental cash flow information:
    Income taxes paid, net of refunds.................. $5,816 $28,134 $20,375
    Interest paid......................................  8,506   7,070   5,712
   Supplemental non-cash investing and financing
    activities:
    Capital leases entered into in exchange for
     property and equipment............................    915   6,710   4,815
</TABLE>

 
Note 16--Quarterly Combined Financial Information (Unaudited)
 

<TABLE>
<CAPTION>
                                                    Quarter Ended
                                      -----------------------------------------
                                      August 31 November 30 February 29 May 31
                                      --------- ----------- ----------- -------
                                        (In thousands, except per share data)
<S>                                   <C>       <C>         <C>         <C>
Fiscal Year 2000
Revenue..............................  $89,828    $84,174     $81,827   $84,204
Operating income.....................   20,539     15,275      13,420    13,978
Net income...........................   11,204      8,023       6,930     6,890
Basic earnings per share(1)..........  $  0.41    $  0.30     $  0.26   $  0.26
 
Fiscal Year 1999
Revenue..............................  $82,397    $79,319     $81,782   $86,553
Operating income.....................   20,393     15,926      17,691    22,665
Net income...........................   11,158      8,694       9,502    11,982
Basic earnings per share(1)..........  $  0.41    $  0.32     $  0.35   $  0.44
</TABLE>

--------
(1) Using the distribution ratio of 0.8 share of Global Payments Inc. common
    stock for each share of NDC common stock held. Weighted average shares
    outstanding is computed by applying the distribution ratio to the
    historical NDC weighted average shares outstanding for all periods
    presented.
   
Note 17--Event Subsequent to Auditor's Report (Unaudited)     
   
   On November 9, 2000, the Company entered into certain definitive agreements
to purchase the Canadian Imperial Bank of Commerce ("CIBC") Merchant Acquiring
or Merchant Card Services ("MCS") business and to form a ten-year marketing
alliance to jointly provide payment related products and services in Canada.
Under the terms of the purchase agreement, the Company will issue an amount of
its common stock after the distribution, whereby CIBC will own 26.25% or
approximately 9,354,000 shares, of the outstanding common stock of Global
Payments, in consideration for certain net assets of CIBC-MCS. The net assets
to be acquired consist of accounts receivable, inventory, tangible personal
property, customer contracts, assembled workforce and the goodwill of the
business, net of certain accrued expenses. The acquisition will be recorded for
using the purchase method of accounting. The acquisition is expected to close
after the distribution if completed, subject to regulatory approvals. The
Company intends to operate the business in a manner consistent with CIBC's
historical operations. The Company will retain the major functions of sales,
customer support and service, and equipment warehousing, repair and deployment
in Canada and contract with CIBC for other key functions, such as funds
transfer and daily settlement services.     
 
                                      F-17

<PAGE>
 

            REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS AS TO SCHEDULE
 
   We have audited in accordance with auditing standards generally accepted in
the United States, the financial statements of the NDC eCommerce business
segment (to be reorganized as Global Payments Inc., a Georgia corporation--See
Note 1) included in this information statement on Form 10, and have issued our
report thereon dated August 25, 2000. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedule listed in
the index on page F-1 is the responsibility of Global Payments' management and
is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
 
                                             /s/ Arthur Andersen LLP
 
Atlanta, Georgia
August 25, 2000

 
                                      F-18

<PAGE>
 
                         NDC eCOMMERCE BUSINESS SEGMENT
                              COMBINED SCHEDULE II
                        Valuation & Qualifying Accounts
 

<TABLE>
<CAPTION>
        Column A           Column B       Column C         Column D     Column E
        --------          ---------- ------------------- ------------- ----------
                                         1         2
                          Balance at Charged to          Uncollectible Balance at
                          Beginning  Costs and  Acquired   Accounts       End
      Description         of Period   Expenses  Balances   Write-Off   of Period
      -----------         ---------- ---------- -------- ------------- ----------
                                              (In thousands)
<S>                       <C>        <C>        <C>      <C>           <C>
Trade Receivable
 Allowances
May 31, 1998............    $  609    $ 1,304     $343      $   870      $1,386
May 31, 1999............     1,386      1,473      --         1,657       1,202
May 31, 2000............     1,202      1,345      --         1,316       1,231
 
Reserves for operational
 losses--Merchant card
 processing and check
 guarantee processing(1)
May 31, 1998............    $3,330    $11,256     $677      $11,022      $4,241
May 31, 1999............     4,241     10,891      --        10,539       4,593
May 31, 2000............     4,593     13,074      --        13,537       4,130
</TABLE>

--------
(1) Included in Merchant processing payable.
 
                                      F-19

<PAGE>
 
                         NDC eCOMMERCE BUSINESS SEGMENT
                  (To be reorganized as Global Payments Inc.)
                    Pro Forma Combined Financial Statements
                                  (Unaudited)
       
          
   On              , 2000, NDC's Board of Directors declared a pro rata
distribution payable to the holders of record of NDC common stock at the close
of business on            , 2000, of 0.8 of a share of common stock of Global
Payments Inc. for every share of NDC common stock outstanding on the record
date. The board of directors of NDC believes that the distribution is in the
best interests of NDC's stockholders.     
   
   On November 9, 2000, the Company entered into certain definitive agreements
to purchase the Canadian Imperial Bank of Commerce ("CIBC") Merchant Acquiring
or Merchant Card Services ("MCS") business and to form a ten-year marketing
alliance to jointly provide payment related products and services in Canada.
Under the terms of the purchase agreements, the Company will issue an amount of
its common stock after the distribution, whereby CIBC will own 26.25% or
approximately 9,354,000 shares, of the outstanding common stock of Global
Payments, in consideration for certain net assets of CIBC-MCS. The net assets
to be acquired consist of accounts receivable, inventory, tangible personal
property, customer contracts, assembled workforce and the goodwill of the
business, net of certain accrued expenses. The acquisition will be recorded for
using the purchase method of accounting. The acquisition is expected to close
after the distribution if completed, subject to regulatory approvals. The
Company intends to operate the business in a manner consistent with CIBC's
historical operations. The Company will retain the major functions of sales,
customer support and service, and equipment warehousing, repair and deployment
in Canada and contract with CIBC for other key functions, such as funds
transfer and daily settlement services.     
   
   Under the terms of the marketing alliance, CIBC is required to refer all new
merchant processing relationships exclusively to Global Payments. In addition,
the Company will jointly develop emerging payment solutions for distribution
and marketing in the Company's North American customer base. The alliance will
significantly broaden the Company's scope and presence in North America. This
transaction will provide MCS' existing distribution channel with a larger array
of existing and new payment solutions. After the acquisition is completed, the
alliance will be branded under the name "CIBC MCS, a Global Payment alliance".
       
   Any adjustments to the purchase price allocations are not expected to be
material to the pro forma combined financial statements taken as a whole.     
   
   The following pro forma combined financial statements have been prepared as
if the acquisition and the distribution had taken place on August 31, 2000 for
the pro forma combined balance sheet and June 1, 1999 for the pro forma
combined income statements. The Company has a fiscal year end of May 31st.
CIBC-MCS has a fiscal year end of October 31st. For purposes of the pro forma
combined financial statements, CIBC-MCS information is presented using the same
fiscal year end of the Company.     
   
   The unaudited pro forma financial statements are not necessarily indicative
of the results that would have occurred if the acquisition and the distribution
had occurred on the dates indicated or the expected financial position or
results of operations in the future. The unaudited pro forma combined financial
statements should be read in conjunction with the separate historical financial
statements and notes there to of the Company, as well as the historical
financial statements and notes thereto of CIBC-MCS contained elsewhere herein,
and in conjunction with the related notes to these unaudited pro forma combined
financial statements.     
 
 
                                      F-20

<PAGE>
 
                         
                      NDC eCOMMERCE BUSINESS SEGMENT     
                   
                (To be reorganized as Global Payments Inc.)     
                        
                     PRO FORMA COMBINED BALANCE SHEET     
                                 
                              August 31, 2000     
                                    
                                 Unaudited     
                                 
                              (In thousands)     
 

<TABLE>   
<CAPTION>
                                                                                                    Pro
                           NDC eCommerce                                                          Forma As
                          Business Segment   Pro Forma      Pro Forma   CIBC-MCS    Pro Forma     Adjusted
                             Historical    Adjustments(A)   Combined   Historical Adjustments(B)  Combined
                          ---------------- --------------   ---------  ---------- --------------  --------
<S>                       <C>              <C>              <C>        <C>        <C>             <C>
ASSETS
Current assets:
 Cash and cash
  equivalents...........      $  1,199       $     --       $  1,199    $   --       $    --      $  1,199
 Billed accounts
  receivable............        38,019             --         38,019        --            --        38,019
 Allowance for doubtful
  accounts..............        (1,148)            --         (1,148)       --            --        (1,148)
                              --------       ---------      --------    -------      --------     --------
 Accounts receivable,
  net...................        36,871             --         36,871        --            --        36,871
                              --------       ---------      --------    -------      --------     --------
 Merchant processing
  receivable............        33,939             --         33,939     78,849           --       112,788
 Inventory..............         3,976             --          3,976        --            --         3,976
 Prepaid expenses and
  other current assets..         7,875             --          7,875        --            --         7,875
                              --------       ---------      --------    -------      --------     --------
 Total current assets...        83,860             --         83,860     78,849           --       162,709
                              --------       ---------      --------    -------      --------     --------
 Property and equipment,
  net...................        24,290             --         24,290     18,302           --        42,592
 Intangible assets,
  net...................       171,181             --        171,181        --         51,089 (e)  222,270
 Investments............         5,000             --          5,000        --            --         5,000
 Other..................         1,519             --          1,519        --            --         1,519
                              --------       ---------      --------    -------      --------     --------
 Total Assets...........      $285,850       $     --       $285,850    $97,151      $ 51,089     $434,090
                              ========       =========      ========    =======      ========     ========
 
LIABILITIES AND
 SHAREHOLDER'S EQUITY
Current liabilities:
 Due to NDC.............      $ 75,014       $ (75,014)(a)  $    --     $   --       $    --      $    --
 Line of credit.........                        75,014 (a)    75,014                      --        75,014
 Merchant processing
  payable...............        18,088             --         18,088      2,144           --        20,232
 Obligations under
  capital leases........         2,842             --          2,842      1,737           --         4,579
 Accounts payable and
  accrued liabilities...        21,341             --         21,341      3,421         4,000 (f)   28,762
 Income taxes payable...         3,823             --          3,823      2,969        (2,969)(g)    3,823
 Deferred income taxes..           410             --            410      1,198        (1,198)(g)      410
                              --------       ---------      --------    -------      --------     --------
 Total current
  liabilities...........       121,518             --        121,518     11,469          (167)     132,820
                              --------       ---------      --------    -------      --------     --------
Obligations under
 capital leases.........         3,664             --          3,664         92           --         3,756
Deferred income taxes...         5,403             --          5,403        --            --         5,403
Other long-term
 liabilities............         3,824             --          3,824        --            --         3,824
                              --------       ---------      --------    -------      --------     --------
 Total liabilities......       134,409             --        134,409     11,561          (167)     145,803
                              --------       ---------      --------    -------      --------     --------
Commitments and
 contingencies
Minority interest in
 equity of
 subsidiaries...........        18,751             --         18,751        --            --        18,751
Shareholders' equity:
 NDC equity investment..       133,004        (133,004)(a)       --         --            --           --
 CIBC equity
  investment............           --              --            --      86,716       (86,716)(h)      --
 Preferred stock........           --              --            --         --            --           --
 Common stock, no par...           --              --            --         --            --           --
 Paid in capital........           --          133,004 (a)   133,004        --        136,846 (f)  269,850
 Cumulative translation
  adjustment............          (314)            --           (314)    (1,126)        1,126 (h)     (314)
                              --------       ---------      --------    -------      --------     --------
 Total shareholders'
  equity................       132,690             --        132,690     85,590        51,256      269,536
                              --------       ---------      --------    -------      --------     --------
Total Liabilities and
 Shareholders' Equity...      $285,850       $     --       $285,850    $97,151      $ 51,089     $434,090
                              ========       =========      ========    =======      ========     ========
</TABLE>
    
 
    The accompanying notes are an integral part of this unaudited Pro Forma
                            Combined Balance Sheet.
 
                                      F-21

<PAGE>
 
                        NDC eCOMMERCE BUSINESS SEGMENT
                  (To be reorganized as Global Payments Inc.)
 
                      PRO FORMA COMBINED INCOME STATEMENT
                        FOR THE YEAR ENDED MAY 31, 2000
                                   
                                Unaudited     
                     
                  (In thousands, except per share data)     
 

<TABLE>   
<CAPTION>
                         NDC eCommerce
                           Business                                                           Pro Forma
                            Segment      Pro Forma     Pro Forma   CIBC-MCS    Pro Forma     As Adjusted
                          Historical   Adjustments(A)  Combined   Historical Adjustments(B)   Combined
                         ------------- --------------  ---------  ---------- --------------  -----------
<S>                      <C>           <C>             <C>        <C>        <C>             <C>
Revenues................   $340,033       $   --       $340,033    $90,763      $   --        $430,796
                           --------       -------      --------    -------      -------       --------
Operating expenses:
 Cost of service........    181,479           --        181,479     52,726        3,022 (i)    237,227
 Sales, general and
  administrative........     95,342         3,697 (b)    99,039     10,979          --         110,018
                           --------       -------      --------    -------      -------       --------
                            276,821         3,697       280,518     63,705        3,022        347,245
                           --------       -------      --------    -------      -------       --------
 
Operating income........     63,212        (3,697)       59,515     27,058       (3,022)        83,551
                           --------       -------      --------    -------      -------       --------
Other income (expense):
 Interest and other
  income................        796           --            796        --           --             796
 Interest and other
  expense...............     (6,119)         (633)(c)    (6,752)    (4,748)         --         (11,500)
 Minority interest in
  earnings..............     (4,117)          --          (4117)       --           --          (4,117)
                           --------       -------      --------    -------      -------       --------
                             (9,440)         (633)      (10,073)    (4,748)         --         (14,821)
                           --------       -------      --------    -------      -------       --------
 
Income (loss) before
 income taxes...........     53,772        (4,330)       49,442     22,310       (3,022)        68,730
Provision for income
 taxes..................     20,725        (1,667)(d)    19,058      9,817       (1,164)(j)     27,711
                           --------       -------      --------    -------      -------       --------
 Net income (loss)......   $ 33,047       $(2,663)     $ 30,384    $12,493      $(1,858)      $ 41,019
                           ========       =======      ========    =======      =======       ========
Number of common and
 common equivalent
 shares.................     26,586                      26,586                   9,354 (k)     35,940
                           ========                    ========                 =======       ========
Earnings per share......   $   1.24                    $   1.14                               $   1.14
                           ========                    ========                               ========
</TABLE>
    
 
 
   The accompanying notes are an integral part of this unaudited Pro Forma
Combined Income Statement.
 
                                     F-22

<PAGE>
 
                         
                      NDC eCOMMERCE BUSINESS SEGMENT     
                  
               (To be reorganized as Global Payments Inc.)     
                      
                   PRO FORMA COMBINED INCOME STATEMENT     
                   
                For the Three Months Ended August 31, 2000     
                                   
                                Unaudited     
                     
                  (In thousands, except per share data)     
 

<TABLE>   
<CAPTION>
                            NDC
                         eCommerce                                                       Pro
                          Business                   Pro                               Forma As
                          Segment     Pro Forma     Forma     CIBC-MCS    Pro Forma    Adjusted
                         Historical Adjustments(A) Combined  Historical Adjustments(B) Combined
                         ---------- -------------- --------  ---------- -------------- --------
<S>                      <C>        <C>            <C>       <C>        <C>            <C>
Revenues................  $87,191       $ --       $87,191    $25,737       $ --       $112,928
                          -------       -----      -------    -------       -----      --------
Operating expenses:
 Cost of service........   45,881         --        45,881     14,613         756 (i)    61,250
 Sales, general and
  administrative........   24,728         323 (b)   25,051      2,540         --         27,591
                          -------       -----      -------    -------       -----      --------
                           70,609         323       70,932     17,153         756        88,841
                          -------       -----      -------    -------       -----      --------
 
Operating income........   16,582        (323)      16,259      8,584        (756)       24,087
                          -------       -----      -------    -------       -----      --------
 
Other income (expense):
 Interest and other
  income................      700         --           700        --          --            700
 Interest and other
  expense...............   (1,791)       (414)(c)   (2,205)    (1,846)        --         (4,051)
 Minority interest in
  earnings..............   (1,427)        --        (1,427)       --          --         (1,427)
                          -------       -----      -------    -------       -----      --------
                          (2,518)        (414)      (2,932)    (1,846)        --         (4,778)
                          -------       -----      -------    -------       -----      --------
 
Income (loss) before
 income taxes...........   14,064        (737)      13,327      6,738        (756)       19,309
Provision for income
 taxes..................    5,415        (284)(d)    5,131      2,965        (291)(j)     7,805
                          -------       -----      -------    -------       -----      --------
 Net income (loss)......  $ 8,649       $(453)     $ 8,196    $ 3,773       $(465)     $ 11,504
                          =======       =====      =======    =======       =====      ========
Number of common and
 common equivalent
 shares.................   26,309                   26,309                  9,354 (k)    35,663
                          =======                  =======                  =====      ========
Earnings per share......  $  0.33                  $  0.31                             $   0.32
                          =======                  =======                             ========
</TABLE>
    
   
   The accompanying notes are an integral part of this unaudited Pro Forma
Combined Income Statement.     
 
                                     F-23

<PAGE>
 
                         
                      NDC eCommerce Business Segment     
                   
                (To be reorganized as Global Payments Inc.)     
           
        Notes to Unaudited Pro Forma Combined Financial Statements     
                        
                     (In thousands, except share data)     
          
A. DISTRIBUTION PRO FORMA ADJUSTMENTS     
   
1. Pro Forma Combined Balance Sheet Adjustments     
   
   The following pro forma adjustments were made to the historical combined
balance sheets of the Company to reflect the distribution as if it had occurred
on August 31, 2000.     
     
  a. To reflect the repayment of the amount Due to NDC with the proceeds from
     a line of credit and the reclassification of the NDC equity investment,
     in conjunction with the distribution.     
   
2. Pro Forma Combined Income Statement Adjustments     
   
   The following pro forma adjustments were made to the historical combined
income statements of the Company for the three months ended August 31, 2000 and
the year ended May 31, 2000 to reflect the distribution as if it had occurred
on June 1, 1999.     
     
  b. To reflect additional sales, general and administrative expenses
     expected to be incurred as a separate independent public company.     
     
  c. To reflect an increase in interest expense as a result of the difference
     in the interest rate under the terms of the new line of credit versus
     the amounts that have been historically allocated.     
     
  d. To reflect the income tax benefit on the pro forma adjustments using the
     Company's effective rates for those periods.     
   
B. ACQUISITION PRO FORMA ADJUSTMENTS     
   
1. Pro Forma Combined Balance Sheet Adjustments     
   
   The following pro forma adjustments were made to the historical combined
balance sheets of the Company and CIBC-MCS to reflect the acquisition and
distribution as if they had occurred on August 31, 2000.     
     
  e. To reflect the increase in goodwill and other intangibles associated
     with the acquisition of CIBC-MCS. The amount is calculated as follows:
         

<TABLE>   
       <S>                                                             <C>
       Purchase price ................................................ $140,846
       Less: Net assets of CIBC-MCS ..................................  (85,590)
       Liabilities of CIBC-MCS not assumed............................   (4,167)
                                                                       --------
                                                                       $ 51,089
                                                                       ========
</TABLE>
    
        
     The purchase price was determined based upon the determination of value
     of the common stock issued to CIBC as of the date of signing the
     purchase and sale agreement plus direct costs of the acquisition.     
     
  f. To reflect the purchase price in the form of issuing approximately
     9,354,000 shares of common stock with a fair value of $136,846 and
     direct costs of the acquisition of approximately $4,000 in conjunction
     with the acquisition.     
 
                                      F-24

<PAGE>
 
     
  g. To reflect liabilities of CIBC-MCS not being assumed in the acquisition.
            
  h. To reflect the elimination of the book equity of CIBC-MCS in conjunction
     with the acquisition.     
   
2. Pro Forma Combined Income Statement Adjustments     
   
   The following pro forma adjustments were made to the historical combined
income statements of the Company and CIBC-MCS for the three months ended August
31, 2000 and the year ended May 31, 2000 to reflect the acquisition and
distribution as if they had occurred on June 1, 1999.     
     
  i. To reflect the increase of amortization expense related to the goodwill
     and other intangibles associated with the acquisition, over a weighted-
     average life of 17.5 years.     
     
  j. To reflect the income tax benefit on the pro forma adjustments using the
     Company's effective rates for those periods.     
     
  k. To reflect the shares of common stock issued in conjunction with the
     acquisition.     
 
                                      F-25

<PAGE>
 
                                

                             AUDITORS' REPORT     
   
To the Board of Directors of     
   
Canadian Imperial Bank of Commerce     
   
   We have audited the balance sheets of CIBC MERCHANT ACQUIRING BUSINESS (the
"Business") as of July 31, 2000 and October 31, 1999 and the related statements
of income, cash flows and changes in CIBC's equity in division for the nine
month period ended July 31, 2000 and the years ended October 31, 1999 and 1998.
These financial statements are the responsibility of the Business' management.
Our responsibility is to express an opinion on these financial statements based
on our audits.     
   
   We conducted our audits in accordance with auditing standards generally
accepted in Canada. Those standards require that we plan and perform an audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.     
   
   In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Division as of July 31, 2000 and
October 31, 1999 and the results of its operations and its cash flows for the
nine month period ended July 31, 2000 and the years ended October 31, 1999 and
1998 in accordance with accounting principles generally accepted in the United
States.     
   
   As disclosed in note 1, the Business has no separate legal status or
existence.     
                                                
                                             /s/ Arthur Andersen LLP     
   
October 10, 2000     

   
Toronto, Canada     
 
                                      F-26

<PAGE>
 
   
                        
                     CIBC MERCHANT ACQUIRING BUSINESS     
                                 
                              BALANCE SHEETS     
                       
                    JULY 31, 2000 AND OCTOBER 31, 1999     
                      
                   (See Note 1 to Financial Statements)     
                            
                         (thousands of US dollars)     

<TABLE>   
<CAPTION>
                                                           July 31,  October 31,
                                                             2000       1999
                                                           --------  -----------
<S>                                                        <C>       <C>
ASSETS
Current Assets
 VISA International / Canada receivable................... $ 58,075    $31,863
 Merchant processing receivable...........................   28,512     24,650
                                                           --------    -------
                                                             86,587     56,513
Property and equipment, net (note 4)......................   18,539     20,963
Other.....................................................       34        264
                                                           --------    -------
Total assets.............................................. $105,160    $77,740
                                                           ========    =======
LIABILITIES AND CIBC'S EQUITY IN DIVISION
Current Liabilities
 Income taxes payable..................................... $  4,494    $10,167
 Accounts payable and accrued liabilities (Note 5)........    4,248      4,293
 Obligations under capital lease..........................    1,820      1,942
 Deferred income taxes....................................    1,198        256
 Merchant payable.........................................      931      1,015
 IDP Merchant payable.....................................      467        147
 Other....................................................      956        854
                                                           --------    -------
Total current liabilities.................................   14,114     18,674
Obligations under capital lease...........................      162      1,497
                                                           --------    -------
Total liabilities.........................................   14,276     20,171
                                                           --------    -------
Commitments and contingencies (note 9)
CIBC'S equity in division (note 8)
 CIBC'S equity investment.................................   94,489     60,048
 Cumulative translation adjustment........................   (3,605)    (2,479)
                                                           --------    -------
                                                             90,884     57,569
                                                           --------    -------
Total liabilities and CIBC'S equity in division........... $105,160    $77,740
                                                           ========    =======
</TABLE>
    
   
The accompanying notes are an integral part of these financial statements.     
 
                                      F-27

<PAGE>
 
                        
                     CIBC MERCHANT ACQUIRING BUSINESS     
                              
                           STATEMENTS OF INCOME     
                  
               FOR THE NINE MONTH PERIOD ENDED JULY 31, 2000     
                  
               AND THE YEARS ENDED OCTOBER 31, 1999 AND 1998     
                      
                   (See Note 1 to Financial Statements)     
                            
                         (thousands of US dollars)     
 

<TABLE>   
<CAPTION>
                                                July 31, October 31, October 31,
                                                  2000      1999        1998
                                                -------- ----------- -----------
<S>                                             <C>      <C>         <C>
Revenues....................................... $67,245    $86,622     $80,948
                                                -------    -------     -------
Operating Expenses
 Cost of service...............................  35,533     42,321      40,317
 Sales, general and administrative.............  14,313     16,622      15,839
                                                -------    -------     -------
                                                 49,846     58,943      56,156
                                                -------    -------     -------
Operating Income...............................  17,399     27,679      24,792
                                                -------    -------     -------
Other Expenses
 Interest and other expenses...................   4,302      4,405       4,216
                                                -------    -------     -------
Income Before Income Taxes.....................  13,097     23,274      20,576
Provision For Income Taxes (note 7)............   5,763     10,241       9,054
                                                -------    -------     -------
Net Income..................................... $ 7,334    $13,033     $11,522
                                                =======    =======     =======
</TABLE>
    
   
The accompanying notes are an integral part of these financial statements.     
 
                                      F-28

<PAGE>
 
                        
                     CIBC MERCHANT ACQUIRING BUSINESS     
                            STATEMENTS OF CASH FLOWS
 
                 FOR THE NINE MONTH PERIOD ENDED JULY 31, 2000
                 AND THE YEARS ENDED OCTOBER 31, 1999 AND 1998
                      (See Note 1 to Financial Statements)
                           (thousands of US dollars)
 

<TABLE>   
<CAPTION>
                                               July 31,  October 31, October 31,
                                                 2000       1999        1998
                                               --------  ----------- -----------
<S>                                            <C>       <C>         <C>
Cash flows from operating activities:
 Net income................................... $ 7,334     $13,033     $11,522
 Adjustments to reconcile net income to cash
  provided by operating activities before
  changes in assets and liabilities
  Depreciation and amortization...............   5,864       7,559       5,752
  Deferred income taxes.......................     956        (301)       (232)
                                               -------     -------     -------
                                                14,154      20,291      17,042
 Changes in non-cash working capital:
  Merchant processing receivable..............  (4,173)     (5,168)     (1,145)
  VISA Canada receivable...................... (26,878)     (6,394)     (2,834)
  Income taxes payable........................  (5,635)      1,695      (1,109)
  Accounts payable and accrued liabilities....       1         152         184
  Obligations under capital lease.............  (1,437)     (1,709)     (1,568)
  Merchant payable............................     (74)        651         183
  IDP Merchant payable........................     325         145         --
  Other, net..................................     342         805        (231)
                                               -------     -------     -------
 Net cash (used in) provided by operating
  activities.................................. (23,375)     10,468      10,522
                                               -------     -------     -------
Cash flows from investing activities:
 Capital expenditures.........................  (3,732)     (8,968)     (6,729)
                                               -------     -------     -------
 Net cash used in investing activities........  (3,732)     (8,968)     (6,729)
                                               -------     -------     -------
Cash flows from financing activities
 Investment by CIBC during the year...........  27,107      (1,500)     (3,793)
                                               -------     -------     -------
 Net cash provided by (used in) financing
  activities..................................  27,107      (1,500)     (3,793)
                                               -------     -------     -------
Increase (decrease) in cash and cash
 equivalents:
Cash, beginning of period.....................     --          --          --
                                               -------     -------     -------
Cash, end of period........................... $   --      $   --      $   --
                                               =======     =======     =======
</TABLE>
    
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-29

<PAGE>
 
                        
                     CIBC MERCHANT ACQUIRING BUSINESS     
               STATEMENTS OF CHANGES IN CIBC'S EQUITY IN DIVISION
 
                 FOR THE NINE MONTH PERIOD ENDED JULY 31, 2000
                 AND THE YEARS ENDED OCTOBER 31, 1999 AND 1998
                      (See Note 1 to Financial Statements)
                           (thousands of US dollars)
 

<TABLE>   
<CAPTION>
                                                           Accumulated
                                                 CIBC's       Other
                                                 Equity   Comprehensive  Total
                                               Investment Income/(Loss) Equity
                                               ---------- ------------- -------
<S>                                            <C>        <C>           <C>
Balance at October 31, 1997...................  $40,786      $(1,108)   $39,678
                                                -------      -------    -------
 Comprehensive income
  Net income..................................   11,522                  11,522
  Foreign currency translation adjustment.....                (2,374)    (2,374)
                                                -------      -------    -------
 Total comprehensive income...................                            9,148
 Net investment during the period.............   (3,793)                 (3,793)
                                                -------      -------    -------
Balance at October 31, 1998...................   48,515       (3,482)    45,033
                                                -------      -------    -------
 Comprehensive income
  Net income..................................   13,033                  13,033
  Foreign currency translation adjustment.....                 1,003      1,003
                                                -------      -------    -------
 Total comprehensive income...................                           14,036
 Net investment during the period.............   (1,500)                 (1,500)
                                                -------      -------    -------
Balance at October 31, 1999...................   60,048       (2,479)    57,569
                                                -------      -------    -------
 Comprehensive income
  Net income..................................    7,334                   7,334
  Foreign currency translation adjustment.....                (1,126)    (1,126)
                                                -------      -------    -------
 Total comprehensive income...................                            6,208
 Net investment during the period.............   27,107                  27,107
                                                -------      -------    -------
Balance at July 31, 2000......................  $94,489      $(3,605)   $90,884
                                                =======      =======    =======
</TABLE>
    
 
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-30

<PAGE>
 
                        
                     CIBC MERCHANT ACQUIRING BUSINESS     
                          
                       NOTES TO FINANCIAL STATEMENTS     
                    
                 JULY 31, 2000, OCTOBER 31, 1999 AND 1998     
                            
                         (thousands of US dollars)     
   
1. Basis of Presentation     
   
   The Merchant Acquiring Business ("Merchant Acquiring" or the "Business") is
part of Canadian Imperial Bank of Commerce's ("CIBC") Card Products Division.
The Business operates within a single industry segment and is responsible for
the capture, routing and processing of credit card transactions and debit
consumer point-of-sale (POS) transactions. Merchant Acquiring's operations are
provided predominantly in Canada. Management considers that this represents one
reportable segment--electronic transactions processing--therefore the majority
of the disclosures required by Statement of Financial Accounting Standards No.
131 do not apply.     
   
   These financial statements represent the business operations identified as
the Merchant Acquiring Business of CIBC. Accordingly, there is no share capital
or retained earnings in the Business' accounts. CIBC's equity in division
represents the funding provided to the Business to carry out its activities.
       
   The financial statements have been prepared on the historical cost basis in
accordance with accounting principles generally accepted in the United States,
and present Merchant Acquiring's financial position, results of operations, and
cash flows as derived from CIBC's historical financial statements. As further
described in Note 3, certain allocations of corporate and interest expenses
have been allocated to Merchant Acquiring. These allocations were based on an
estimate of the proportion of corporate expenses related to Merchant Acquiring,
utilizing such factors as revenues, number of employees, number of transactions
processed and other applicable factors.     
   
2. Summary of Significant Accounting Policies     
   
Use of Estimates     
   
   The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
certain estimates and assumptions. These estimates and assumptions affect the
reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements, as well as the
reported amounts of revenues and expenses during the reported period. Actual
results could differ from these estimates.     
   
Revenue     
   
   Revenue for processing services provided directly to merchants is recorded
net of certain costs not controlled by Merchant Acquiring (primarily
interchange fees charged by credit card associations). Fees and rental revenues
are recognized as earned.     
   
Merchant Processing Receivable/Payable     
   
   The merchant processing receivable/payable results from timing differences
in Merchant Acquirings' settlement process with merchants and credit card sales
processed.     
   
Property and Equipment     
   
   Property and equipment, including equipment under capital leases, is stated
at cost. Depreciation and amortization is calculated using the straight-line
method. Equipment is depreciated over 3 to 7 years, software over 1 to 5 years
and furniture and fixtures over 15 years. Leasehold improvements and equipment
under     
 
                                      F-31

<PAGE>
 
   
capital leases are amortized over the shorter of the useful life of the asset
or the term of the lease. Maintenance and repairs are charged to operations as
incurred.     
   
Deferred Income Taxes     
   
   Deferred income taxes are determined based on the difference between the
financial statement and tax basis of assets and liabilities using enacted tax
laws and rates.     
   
Fair Value of Financial Instruments     
   
   Management considers that the carrying amounts of financial instruments,
including cash, receivables, accounts payable and accrued expenses,
approximates fair value.     
   
Foreign Currency Translation     
   
   The assets and liabilities are translated at the period-end rate of
exchange, and income statement and cash flow items are translated at the
average rates prevailing during the period. The resulting translation
adjustment is recorded as a component of CIBC's equity in division. The effect
of foreign exchange gains and losses arising from these translations of assets
and liabilities are included as a component of other comprehensive income.     
   
3. Transactions with Related Parties     
   
   These divisional financial statements reflect corporate allocations from
CIBC for services provided to the Business in the amount of $3,261 for the nine
month period ending July 31, 2000 and $3,827 and $3,516 for the years ended
October 31, 1999 and 1998, respectively. These allocations were based on the
proportion of corporate expenses related to Merchant Acquiring based on the
percentage of the Business' direct operating expenses as a proportion of
CIBC's, a method of allocation management believes to be reasonable. Merchant
Acquiring utilized a rollback approach to allocate the expenses for all
historical periods presented. This treatment records the current allocation
percentage for all historical periods presented. These amounts have been
included in sales, general and administrative expenses.     
   
   These divisional financial statements also reflect corporate allocations
from CIBC Card Products Division for expenses incurred in relation to
activities of the Business in the amounts of $1,819 for the nine month period
ending July 31, 2000 and $2,466 and $2,373 for the years ended October 31, 1999
and 1998, respectively. These allocations were based on an estimate of the
proportion of expenses related to Merchant Acquiring, utilizing such factors as
estimated number of employees providing merchant card service functions, number
of transactions processed and other applicable factors, a method of allocation
management believes to be reasonable. These amounts have been included in cost
of service.     
   
   Merchant Acquiring is funded by CIBC. As such, the Business has applied a
cost of funds on the net book value of property and equipment and a one day
average of outstanding receivables based on a 5.8% rate (internal cost of
funding). Interest expense recorded by Merchant Acquiring related to this
funding was $2,969 for the nine month period ended July 31, 2000 and $3,277 and
$3,016 for the years ended October 31, 1999 and 1998, respectively and is
included in interest and other expense.     
   
   Merchant Acquiring outsources its back office operations to Intria Items
Inc. and utilizes Intria HP for systems and systems support. Both Intria Items
Inc. and Intria HP are joint ventures owned 51% by CIBC and 49% by third
parties. Expenses are based upon established service level agreements. The
Business incurred costs of $18,768 for the nine month period ending July 31,
2000 and $21,749 and $22,876 for the years ended October 31, 1999 and 1998,
respectively. These amounts are included in sales, general and administrative
expenses.     
 
 
                                      F-32

<PAGE>
 
   
   The Business has amounts payable of $2,060 and $1,845 to Intria Items Inc.
and Intria HP as at July 31, 2000 and October 31, 1999, respectively. Amounts
payable to CIBC are included in CIBC's equity in the division.     
   
4. Property and Equipment     
   
   As of July 31, 2000 and October 31, 1999, property and equipment consisted
of the following:     
 

<TABLE>   
<CAPTION>
                                                            July 31, October 31,
                                                              2000      1999
                                                            -------- -----------
   <S>                                                      <C>      <C>
   Equipment under capital lease........................... $ 8,433    $ 8,523
   Equipment...............................................  34,855     31,599
   Software................................................     221        224
   Leasehold improvements..................................   1,637      1,654
   Furniture and fixtures..................................   1,628      1,645
                                                            -------    -------
                                                             46,774     43,645
   Less: Accumulated depreciation and amortization.........  28,235     22,682
                                                            -------    -------
                                                            $18,539    $20,963
                                                            =======    =======
</TABLE>
    
   
5. Accounts Payable and Accrued Liabilities     
   
   As of July 31, 2000 and October 31, 1999, accounts payable and accrued
liabilities consisted of the following:     
 

<TABLE>   
<CAPTION>
                                                            July 31, October 31,
                                                              2000      1999
                                                            -------- -----------
   <S>                                                      <C>      <C>
   Operating expenses payable..............................  $1,141    $  963
   Accrued compensation and benefits.......................     546       457
   Accrued pension and retirement benefits.................     241       312
   Other accrued liabilities...............................     260       716
   System support fees payable.............................   2,060     1,845
                                                             ------    ------
                                                             $4,248    $4,293
                                                             ======    ======
</TABLE>
    
   
   Certain of these payables are due to other related parties within the CIBC
group and are settled through CIBC group clearing accounts. Certain assumptions
have been made regarding the settlement periods in order to present the
information above.     
   
6. Pension and Retirement Benefits     
   
   Merchant Acquiring has participated in the CIBC non-contributory defined
benefit pension plan (the "plan"). Management has estimated the pension and
other post retirement benefits expense based upon the employees as a percentage
of the total employees participating in the plan. Expenses estimated for
pension and other post retirement benefits were $584 for the nine month period
ended July 31, 2000 and $682 and $693 for the years ended October 31, 1999 and
1998, respectively.     
   
7. Income Taxes     
   
   Merchant Acquiring is not a separate legal entity for purposes of remitting
taxes and filing income tax returns. Income taxes for the Business are reported
in CIBC's income tax returns and paid by CIBC. Accordingly, income taxes have
been calculated on these divisional statements based on an effective tax rate
of 44% on Canadian dollar net income.     
 
                                      F-33

<PAGE>
 
      
   The provision for income taxes includes:     
 

<TABLE>   
<CAPTION>
                                                July 31, October 31, October 31,
                                                  2000      1999        1998
                                                -------- ----------- -----------
   <S>                                          <C>      <C>         <C>
   Current tax expense.........................  $4,550    $ 9,989     $8,487
   Deferred tax expense........................   1,213        252        567
                                                 ------    -------     ------
   Total.......................................  $5,763    $10,241     $9,054
                                                 ======    =======     ======
</TABLE>
    
   
   CIBC is subject to capital taxes, which have been reflected in "interest and
other expenses" in the statements of income.     
   
8. CIBC'S Equity in the Business     
     
  CIBC's Equity in the Business     
     
     CIBC's equity includes the accumulated income of Merchant Acquiring, the
  funding for assets employed in the business and the net intercompany
  receivable/payable reflecting transactions described in Note 3.     
     
  Stock Options     
     
     CIBC has certain Stock Option Plans under which incentive stock options
  and non-qualified stock options have been granted to officers, key
  employees and directors of CIBC.     
   
9. Commitments and Contingencies     
   
   The long term capital lease payable as of July 31, 2000 was $162 and is due
in 2002.     
   
   Expenses for premises are included as a corporate allocation in cost of
service (see Note 3).     
   
   Merchant Acquiring is party to a number of claims and lawsuits incidental to
its business. In the opinion of management, the ultimate outcome of such
matters, in the aggregate, will not have a material adverse impact on Merchant
Acquiring's financial position, liquidity or results of operations.     
   
   Merchant Acquiring is currently in negotiations with VISA relating to the
interpretation of the regulations surrounding interchange fees. Management
believes it is premature to determine the impact, if any, on the business in
the future.     
   
   Merchant Acquiring processes credit card transactions for direct merchant
locations. Merchant Acquiring's merchant customers have the liability for any
charges properly reversed by the cardholder. In the event, however, that
Merchant Acquiring is not able to collect such amounts from the merchants, due
to merchant fraud, insolvency, bankruptcy or another reason, Merchant Acquiring
may be liable for any such reversed charges. Merchant Acquiring requires
pledged funds from certain merchants to minimize any such contingent liability.
Pledged funds as of July 31, 2000 are $5,890. Merchant Acquiring also utilizes
a number of systems and procedures to manage merchant risk. In addition,
Merchant Acquiring believes that the diversification of its merchant portfolio
among industries and geographic regions minimizes its risk of loss.     
   
   Merchant Acquiring recognizes revenue based on a percentage of the gross
amount charged and has a potential liability for the full amount of the charge.
Merchant Acquiring does not establish reserves for operational losses but
expenses these as they are incurred. In the opinion of management, such
reserves would be immaterial.     
 
                                      F-34

<PAGE>
 
   
10. Supplemental Cash Flow Information     
   
   Merchant Acquiring does not maintain cash accounts. All cash flows are
included in CIBC's consolidated cash flows. Accordingly, there is insufficient
information to separately disclose Merchant Acquiring's supplemental cash flows
relating to interest and income taxes paid.     
   
11. Quarterly Financial Information (Unaudited)     
 

<TABLE>   
<CAPTION>
                                                      Quarter Ended
                                          --------------------------------------
                                          January 31 April 30 July 31 October 31
                                          ---------- -------- ------- ----------
<S>                                       <C>        <C>      <C>     <C>
Fiscal Year 2000
Revenue..................................  $21,972   $20,762  $24,547  $   --
Operating income.........................    5,458     4,849    7,092      --
Net income...............................    2,254     1,912    3,168      --
 
Fiscal Year 1999
Revenue..................................  $20,378   $19,593  $23,060  $23,591
Operating income.........................    6,335     5,631    8,633    7,080
Net income...............................    2,931     2,537    4,217    3,348
</TABLE>
    
 
                                      F-35