<PAGE>
 
    
 As filed with the Securities and Exchange Commission on December 1, 2000     
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                               ----------------
                                 
                              Amendment No. 3     
 
                                       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   Form of 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 Amended and Restated 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  Form of Investor Rights Agreement with Canadian Imperial Bank
                 of Commerce.
 
          10.21  Form of Marketing Alliance Agreement with Canadian Imperial
                 Bank of Commerce.
 
          10.22  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.
            
                                       3

<PAGE>
 
                                   SIGNATURE
   
   Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this amendment three 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: December 1, 2000     
 
 
                                       4

<PAGE>
 
                                 EXHIBIT INDEX
 

<TABLE>   
<CAPTION>
         Exhibit
           No.
         -------
 
 <C>             <S>
           2.1   Form of Distribution Agreement, Plan of Reorganization and
                 Distribution.
 
           3.1   Form of Articles of Incorporation of Global Payments Inc.
 
           3.2   Amended and Restated By-laws of Global Payments Inc.
 
           4.3   Form of Shareholder Protection Rights Agreement.
 
          10.4   Form of Lease Agreement for Office Headquarters.
 
          10.8   Form of Transition Support Agreement.
 
          10.9   Form of Amended and Restated 2000 Long-Term Incentive Plan.
 
          10.19  Asset Purchase Agreement with Canadian Imperial Bank of
                 Commerce dated November 9, 2000.
 
          10.20  Form of Investor Rights Agreement with Canadian Imperial Bank
                 of Commerce.
 
          10.21  Form of Marketing Alliance Agreement with Canadian Imperial
                 Bank of Commerce.
 
          10.22  Stock Purchase Agreement with Canadian Imperial Bank of
                 Commerce.
 
          21.1   List of Subsidiaries.
 
          99.1   Information Statement.
</TABLE>
    
 
 

             





<PAGE>
 
                                                                     EXHIBIT 2.1

 
                                    FORM OF
                             DISTRIBUTION AGREEMENT
                    PLAN OF REORGANIZATION AND DISTRIBUTION
                                        

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

                                   BACKGROUND

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

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

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

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

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

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

<PAGE>
 
                                   ARTICLE I

                                  DEFINITIONS

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

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

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

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

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

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

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

     "Commission" means the Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     "IRS" means Internal Revenue Service.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   ARTICLE II

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

     Section 2.01  Reorganization; Conveyance of Assets; Discharge of
                   --------------------------------------------------
Liabilities.  Except as otherwise expressly provided herein or in any of the
-----------                                                                 
Ancillary Agreements:
   
     (a)  At or before the Effective Time, NDC shall contribute to Global
Payments (i) all of the issued and outstanding capital stock of the NDC
eCommerce Subsidiaries, (ii) a 0.85% general partnership interest in GPS Holding
Limited Partnership, (iii) all right, title and interest of NDC and its
subsidiaries other than the Global Payments Group, in and to the trademarks
listed on Exhibit A hereto, and (iv) all right, title and interest of NDC and
its Subsidiaries other than the Global Payments Group, in and to the eCommerce
Assets, in exchange for a number of shares of Global Payments Common Stock that
when combined with the shares of Global Payments Common Stock already owned by
NDC shall equal the product of (i) and (ii) the number of shares of NDC Common
Stock outstanding as of the close of business on the Distribution Date.    

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (a)  A duly executed Employee Benefits Agreement;

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

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

          (d)  A duly executed Transition Support Agreement;

          (e)  A duly executed Intellectual Property Agreement;

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

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

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

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

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

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

                                  ARTICLE III

                                THE DISTRIBUTION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   ARTICLE IV

                                INDEMNIFICATION

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

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

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

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

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

<PAGE>
 
                                   ARTICLE V

                           INDEMNIFICATION PROCEDURES

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

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

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

                                   ARTICLE VI

                                EMPLOYEE MATTERS

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

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

<PAGE>
 
                                  ARTICLE VII

                                  TAX MATTERS

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

                                  ARTICLE VIII

                               ACCOUNTING MATTERS

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

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

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

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

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

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

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

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

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

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

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


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

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

                                   ARTICLE IX

                        INFORMATION TECHNOLOGY SERVICES

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

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

                                   ARTICLE X

                       TRADEMARK AND SERVICE MARK LICENSE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   ARTICLE XI

                               TRANSITION SUPPORT

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

                                  ARTICLE XII

                             REAL PROPERTY MATTERS

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

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

                                  ARTICLE XIII

                                  INFORMATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                  ARTICLE XIV

                              INTEREST ON PAYMENTS

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

                                   ARTICLE XV

                                 MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

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

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

         If to NDC, to:

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

         If to Global Payments, to:

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

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

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

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

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

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

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

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


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


                                        NATIONAL DATA CORPORATION


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



                                        GLOBAL PAYMENTS INC.

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



<PAGE>
 
                                                                     Exhibit 3.1
   
                                    FORM OF


                             AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION
                                      OF
                             GLOBAL PAYMENTS INC.

     Pursuant to the provisions of Section 14-2-1007 of the Georgia Business 
Corporation Code, Global Payments Inc. hereby amends and restates its Articles
of Incorporation in their entirety as follows:

                                  ARTICLE ONE
                                            
                                     NAME

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

                                  ARTICLE TWO 
                                
                                CAPITALIZATION

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

                                 ARTICLE THREE
                                        
                          REGISTERED OFFICE AND AGENT

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

                             Four Corporate Square
                          Atlanta, Georgia 30329-2010

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

                               Suellyn P. Tornay

<PAGE>
 
                                 ARTICLE FOUR

                                 INCORPORATOR

     The name and address of the incorporator are:

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


                                 ARTICLE FIVE
                                        
                               PRINCIPAL OFFICE

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

                             Four Corporate Square
                         Atlanta, Georgia  30329-2010

                                  ARTICLE SIX

                              BOARD OF DIRECTORS

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

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

                                 Neil Williams
                             Four Corporate Square
                            Atlanta, GA  30329-2010

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

                                      -2-

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

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

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

                                 ARTICLE SEVEN

                          CONSTITUENCY CONSIDERATIONS

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

                                 ARTICLE EIGHT

                              AMENDMENT OF BYLAWS

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

                                      -3-

<PAGE>
    
Bylaws, that the Bylaw or Bylaws so amended or adopted by them shall not be
altered, amended or repealed by the Board of Directors. Notwithstanding the 
foregoing, Section 4.05 of the Bylaws may not be modified, amended or repealed 
except by the affirmative vote of the holders of a majority of the shares of 
stock then outstanding and entitled to vote in the election of directors.    

                                 ARTICLE NINE

                       LIMITATION OF DIRECTOR LIABILITY

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

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

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

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

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

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

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

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

                                      ***

                                      -4-

<PAGE>

    
     These Amended and Restated Articles of Incorporation contain amendments 
requiring shareholder approval and were duly adopted in accordance with the 
applicable provisions of Section 14-2-1003 of the Georgia Business Corporation 
Code by the Board of Directors of the Corporation on _________, 2000 and by the 
sole shareholder of the Corporation on ___________, 2000.

     These Amended and Restated Articles of Incorporation supersede the original
Articles of Incorporation and all amendments thereto.

     IN WITNESS WHEREOF, the Corporation has caused these Amended and Restated
Articles of Incorporation to be executed by its duly authorized officer on this
___ day of _________, 2000.



                                         GLOBAL PAYMENTS INC.

                
                                         By:
                                            ------------------------------
    



<PAGE>
 

                                                                     Exhibit 3.2
                                        
                         ____________________________

   
                           AMENDED AND RESTATED    

                                    BYLAWS

                                      OF

                             GLOBAL PAYMENTS INC.

<PAGE>
 
                               TABLE OF CONTENTS
   

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

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

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

Article IV. MEETINGS OF THE BOARD OF DIRECTORS.............................   8
     Section 4.01   Regular Meetings.......................................   8
     Section 4.02   Special Meetings.......................................   8
     Section 4.03   Place of Meetings......................................   8
     Section 4.04   Notice of Meetings.....................................   9
     Section 4.05   Notice of Certain Directors Meetings...................   9
     Section 4.06   Quorum.................................................
   9
     Section 4.07   Vote Required for Action...............................   9
     Section 4.08   Participation by Conference Telephone..................   9
     Section 4.09   Adjournments...........................................  10
     Section 4.10   Action by Directors Without a Meeting..................  10

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

<PAGE>
 

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

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

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

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

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

                                     -iii-

<PAGE>
 

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

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


                                     -iv-

<PAGE>
 
                         Article I. OFFICES AND AGENT

Section 1.01  Registered Office and Agent

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

Section 1.02  Other Offices

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


                    Article II.   MEETINGS OF SHAREHOLDERS

Section 2.01  Annual Meetings

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

Section 2.02  Special Meetings

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

Section 2.03  Place of Meetings

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

                                      -1-

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

Section 2.04   Notice of Meetings

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

Section 2.05  Shareholder Nominations and Proposals

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

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

                                      -2-

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

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

Section 2.06  Voting Group

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

                                      -3-

<PAGE>
 
Section 2.07  Quorum for Voting Groups

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

Section 2.08  Vote Required for Action

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

Section 2.09  Voting for Directors

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

Section 2.10  Voting of Shares

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

                                      -4-

<PAGE>
 
Section 2.11  Proxies

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

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

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

Section 2.12  Chairman of the Board

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

Section 2.13  Inspectors

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

                                      -5-

<PAGE>
 
Section 2.14  Adjournments

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

Section 2.15  Action by Shareholders Without a Meeting

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


                     Article III.   THE BOARD OF DIRECTORS

Section 3.01  General Powers

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

Section 3.02  Number, Election and Term of Office

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

                                      -6-

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

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

Section 3.03  Removal

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

Section 3.04  Vacancies

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

                                      -7-

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

Section 3.05  Compensation

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

Section 3.06  Committees

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


               Article IV.   MEETINGS OF THE BOARD OF DIRECTORS

Section 4.01  Regular Meetings

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

Section 4.02  Special Meetings

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

Section 4.03  Place of Meetings

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

                                      -8-

<PAGE>
 
Section 4.04  Notice of Meetings
   
        Unless Section 4.05 or the Articles of Incorporation provide otherwise,
the corporation is not required to give notice of the date, time, place, or
purpose of a regular meeting of the Board of Directors. Unless Section 4.05 or
the Articles of Incorporation provide otherwise, the corporation shall give each
member of the Board of Directors at least one (1) day's prior notice of the
date, time, and place of a special meeting of the Board of Directors. Notices of
special meetings shall comply with Section 5.01 and may be waived in accordance
with Section 5.02.

Section 4.05  Notice of Certain Directors Meetings

        Notwithstanding Section 4.04, the corporation shall give each member of 
the Board of Directors at least five (5) days prior written notice of any 
regular or special meeting at which any business combination transaction 
involving the corporation or any of its subsidiaries, including, without 
limitation, any merger, consolidation or sale of substantially all of its 
assets, is to be considered by the Board of Directors, which notice shall also 
state that such a transaction is to be considered and specify in reasonable 
detail the material terms of such transaction.

Section 4.06  Quorum    

        Unless the Code, the Articles of Incorporation, or these bylaws require
a greater number, a quorum of the Board of Directors consists of a majority of
the total number of directors that has been initially fixed in the Articles of
Incorporation or that has been later prescribed by resolution of the
shareholders or of the Board of Directors in accordance with Section 3.02.
   
Section 4.07   Vote Required for Action    

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

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

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

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

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

The right to dissent or abstain is not available to a director who votes in
favor of the action taken.
   
Section 4.08  Participation by Conference Telephone    

                                      -9-

<PAGE>
 
     Any or all directors may participate in a meeting of the Board of Directors
or of a committee of the Board of Directors through the use of any means of
communication by which all directors participating may simultaneously hear each
other during the meeting.  A director participating in a meeting by this means
shall be deemed to be present in person at the meeting.
   
Section 4.09  Adjournments    

     A majority of the directors present at a meeting may adjourn the meeting
from time to time.  This right to adjourn exists whether or not a quorum is
present at the meeting and applies to regular as well as special meetings,
including any meetings that are adjourned and reconvened.  If a meeting of the
Board of Directors is adjourned to a different date, time, or place, the
corporation is not required to give notice of the new date, time, or place or of
the business to be transacted, if the new date, time, or place is announced at
the meeting before adjournment.  At the meeting reconvened after adjournment,
the Board of Directors may transact any business that could have been transacted
at the meeting that was adjourned.
   
Section 4.10  Action by Directors Without a Meeting    

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


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

Section 5.01   Manner of Notice

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

               (b) Notice to shareholders shall be in writing. Notice to a
director may be written or oral.
   
               (c) Except as specified in Section 4.05, notice may be
communicated in person; by telephone, telegraph, teletype, facsimile, or other
form of wire or wireless communication; or by mail or private carrier. If these
forms of personal notice are impracticable, notice may be communicated    

                                      -10-

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

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

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

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

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

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

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

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

Section 5.02   Waiver of Notice

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

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

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

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

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

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

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

                            Article VI.   OFFICERS

Section 6.01  Duties

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

Section 6.02  Appointment and Term

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

Section 6.03  Compensation

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

                                      -12-

<PAGE>
 
Section 6.04  Chairman of the Board

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

Section 6.05  Chief Executive Officer

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

Section 6.06  President

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

Section 6.07  Chief Operating Officer

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

Section 6.08  Chief Financial Officer

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

                                      -13-

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

Section 6.09  Secretary

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


Section 6.10  Bonds

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


                             Article VII.   SHARES

Section 7.01  Authorization and Issuance of Shares

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

                                      -14-

<PAGE>
 
Section 7.02  Share Certificates

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

Section 7.03  Registered Owner

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

Section 7.04  Transfers of Shares

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

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

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

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

                                      -15-

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

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

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


Section 7.06  Lost, Stolen, or Destroyed Certificates

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

Section 7.07  Record Date with Regard to Shareholder Action

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


                         Article VIII.   DISTRIBUTIONS

Section 8.01  Authorization or Declaration

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

Section 8.02  Record Date With Regard to Distributions

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

                                      -16-

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


                         Article IX.   INDEMNIFICATION

Section 9.01   Definitions

     As used in this Article, the term:

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

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

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

                    (i)   A party to the proceeding; or

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

               (d)  "expenses" includes counsel fees.

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

                                      -17-

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

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

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

Section 9.02   Basic Indemnification Arrangement

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

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

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

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

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

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

Section 9.03  Advances for Expenses

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

                                      -18-

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

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

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

Section 9.04  Court-Ordered Indemnification and Advances for Expenses

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

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

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

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

                                      -19-

<PAGE>
 
Section 9.05   Determination of Reasonableness of Expenses

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

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

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

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

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

Section 9.06  Indemnification of Employees and Agents

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

                                      -20-

<PAGE>
 
Section 9.07  Liability Insurance

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

Section 9.08  Witness Fees

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

Section 9.09  Report to Shareholders

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

Section 9.10  Security for Indemnification Obligations

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

Section 9.11  No Duplication of Payments

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

Section 9.12  Subrogation

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

                                      -21-

<PAGE>
 
Section 9.13  Contract Rights.

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

Section 9.14  Specific Performance

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

Section 9.15  Non-exclusivity, Etc.

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

Section 9.16  Amendments

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

Section 9.17  Severability

                                      -22-

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


                          Article X.   MISCELLANEOUS

Section 10.01  Inspection of Records

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

Section 10.02  Fiscal Year

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

Section 10.03  Corporate Seal

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

Section 10.04  Financial Statements

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

Section 10.05  Conflict with Articles of Incorporation

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


                           Article XI.   AMENDMENTS

                                      -23-

<PAGE>
 
Section 11.01  Power to Amend Bylaws.
   
     Except as otherwise explicitly provided in this Section 11.01, the Bylaws
may be altered, amended or repealed, and new Bylaws may be adopted, by (a) the
affirmative vote of the holders of two-thirds (2/3) of the shares of stock then
outstanding and entitled to vote in the election of directors, or (b) the Board
of Directors of the Corporation, but any Bylaw adopted by the Board of Directors
may be altered, amended, or replaced, or new Bylaws may be adopted, by the
affirmative vote of the holders of two-thirds (2/3) of the shares of stock
entitled to vote in the election of directors. The shareholders may prescribe,
by so expressing in the action they take in amending or adopting any Bylaw or
Bylaws, that the Bylaw or Bylaws so amended or adopted by them shall not be
altered, amended or repealed by the Board of Directors. Notwithstanding the
foregoing, Section 4.05 may not be modified, amended or repealed except by the
affirmative vote of the holders of a majority of the shares of stock then
outstanding and entitled to vote in the election of directors.    

          Article XII.   CERTAIN PROVISIONS OF GEORGIA LAW


Section 12.01  Business Combinations.

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

                                      -24-



<PAGE>
 
                                                                     EXHIBIT 4.3


                                    FORM OF

                    SHAREHOLDER PROTECTION RIGHTS AGREEMENT

                                    BETWEEN

                             GLOBAL PAYMENTS INC.



                                      AND

                    SUNTRUST BANK, ATLANTA, AS RIGHTS AGENT


                             ___________ ___, 2000


<PAGE>
 

<TABLE> 
<CAPTION> 
                               TABLE OF CONTENTS

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


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

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

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

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

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

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

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

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

<PAGE>
 
                                    FORM OF

                    SHAREHOLDER PROTECTION RIGHTS AGREEMENT

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

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

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

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

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

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

                                   ARTICLE I

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

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

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

<PAGE>
    
for Common Stock) Beneficially Owned by such Person or its Affiliates or
Associates at the time of grant of such option or (C) shares of Common Stock (or
securities convertible into, exchangeable into or exercisable for Common Stock)
acquired by Affiliates or Associates of such Person after the time of such grant
which, in the aggregate, amount to less than 1% of the outstanding shares of
Common Stock. In addition, the Company, any wholly owned Subsidiary of the
Company and any employee stock ownership or other employee benefit plan of the
Company or a wholly owned Subsidiary of the Company shall not be an Acquiring
Person. Finally, notwithstanding the foregoing, Canadian Imperial Bank of 
Commerce and its affiliates ("CIBC") shall not be or become an Acquiring Person 
as the result of (i) CIBC's acquisition of Common Stock of 26.25% of the shares 
of the Common Stock then outstanding on a diluted basis (as determined in 
accordance with accounting principles generally accepted in the United States) 
pursuant to that certain Stock Purchase Agreement by and between the Company and
CIBC dated as of November 8, 2000 or (ii) any other acquisition of Common Stock 
by CIBC until such time as CIBC owns more than 29.90% of the outstanding Common 
Stock.    

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

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

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

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

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

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

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

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

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

                                      -2-

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

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

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

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

                                      -3-

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

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

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

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

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

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

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

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

                                  ARTICLE II

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

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

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

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

                                      -4-

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

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

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

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

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

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

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

                                      -5-

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

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

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

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

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

                                      -6-

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

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

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

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

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

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

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

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

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

                                      -7-

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

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

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

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

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

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

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

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

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

                                      -8-

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

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

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

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

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

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

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

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

                                  ARTICLE III

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

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

                                      -9-

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

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

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

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

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

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

                                      -10-

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

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

                                   ARTICLE IV

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

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

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

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

                                      -11-

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

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

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

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

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

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

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

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

                                      -12-

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

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

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

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

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

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

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

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

                                      -13-

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

                                    ARTICLE V

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

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

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

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

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

                                      -14-

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

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

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

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

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

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

                                      -15-

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

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

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

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

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

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

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

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

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

                                      -16-

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

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

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

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


                     [SIGNATURES APPEAR ON FOLLOWING PAGE]

                                      -17-

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


                                        GLOBAL PAYMENTS INC.


                                        By:
                                           _________________________________
                                           Name:
                                           Title:

                                        SUNTRUST BANK, ATLANTA, as Rights Agent


                                        By:                                  
                                           _________________________________
                                           Name:
                                           Title:

                                      -1-

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

                          (Form of Rights Certificate)

Certificate No. R-                                               _______ Rights

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

                              Rights Certificate

                             GLOBAL PAYMENTS INC.

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

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

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

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

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

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

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

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

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

Date:_______________

ATTEST:                                         GLOBAL PAYMENTS INC.

_______________________________                 By:___________________
Secretary
                                                            

Countersigned:

SUNTRUST BANK, ATLANTA


By:_____________________________
   Authorized Officer

                                      -2-

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

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

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


FOR VALUE RECEIVED, __________________hereby sells, assigns and transfers unto

_______________________________________________________________________________
                (Please print name and address of transferee) 

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

Dated:  ___________________, _____.

Signature Guaranteed:                           _______________________________
                                                Signature

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

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

________________________________________________________________________________

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

                                                     __________________________
                                                     Signature

________________________________________________________________________________

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

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

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

TO:   GLOBAL PAYMENTS INC.

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

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

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

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

Dated:  _________________, ______

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

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

______________________________________________________________________________
                           (To be completed if true)

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

                                          ______________________________________
                                          Signature

________________________________________________________________________________
                                    NOTICE
                                    ------

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

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

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

                                      TO
                         THE ARTICLES OF INCORPORATION
                                      OF
                             GLOBAL PAYMENTS INC.

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

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

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

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

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

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

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

                                      A-1

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

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

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

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

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

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

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

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

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



<PAGE>
 
                                                                    EXHIBIT 10.4

                                    FORM OF


                                LEASE AGREEMENT

                                    Between





                          NATIONAL DATA CORPORATION,
                            a Delaware corporation,
                                  as Landlord


                                      And



                             GLOBAL PAYMENTS INC.,
                            a Georgia corporation,
                                   as Tenant



                      Dated: ______________________, 2000

<PAGE>
 
                               TABLE OF CONTENTS

                                LEASE AGREEMENT

<TABLE>
<CAPTION>
No.       Description                                                 Page
---       -----------                                                 ----
<S>                                                                   <C>  
 1.  Premises.......................................................     1
 2.  Lease Term.....................................................     1
 3.  Base Rent......................................................     1
 4.  Rent Payment...................................................     2
 5.  Late Charge....................................................     2
 6.  Partial Payment................................................     2
 7.  Construction of this Agreement.................................     2
 8.  Use of Premises................................................     2
 9.  Definitions....................................................     3
10.  Repairs By Landlord............................................     3
11.  Repairs By Tenant..............................................     3
12.  Alterations and Improvements...................................     4
13.  Gross Nature of Lease..........................................     4
14.  Intentionally Omitted..........................................     4
15.  Acceptance and Waiver..........................................     4
16.  Signs..........................................................     4
17.  Advertising....................................................     5
18.  Removal of Fixtures............................................     5
19.  Entering Premises..............................................     5
20.  Services.......................................................     5
21.  Indemnities....................................................     7
22.  Tenant's Insurance; Waivers....................................     7
23.  Governmental Requirements......................................     9
24.  Intentionally Omitted..........................................     9
25.  Assignment and Subletting......................................    10
26.  Default........................................................    10
27.  Landlord Default/Tenant Remedies...............................    12
28.  Destruction or Damage..........................................    12
29.  Eminent Domain.................................................    12
30.  Service of Process.............................................    13
31.  Mortgagee's Rights.............................................    13
32.  Tenant's Estoppel..............................................    14
33.  Attorney's Fees and Homestead..................................    14
34.  Parking........................................................    14
35.  Intentionally Omitted..........................................    15
36.  Waste Disposal.................................................    15
37.  Surrender of Premises..........................................    15
38.  Cleaning Premises..............................................    15
39.  No Estate In Land..............................................    15
40.  Cumulative Rights..............................................    16 
</TABLE>
 

<PAGE>
 

<TABLE> 
<S>                                                                     <C> 
41.  Paragraph Titles;
 Severability.................................    16
43.  Holding Over...................................................    16
45.  Building Allowance and Tenant Finishes.........................    16
46.  Rules and Regulations..........................................    17
47.  Quiet Enjoyment................................................    17
48.  Entire Agreement...............................................    17
49.  Limitation of Liability........................................    17
50.  Submission of Agreement........................................    17
51.  Authority......................................................    17
53.  Broker Disclosure..............................................    18
54.  Notices........................................................    18
55.  Force Majeure..................................................    18
56.  Special Stipulations...........................................    18
</TABLE>


                                     -ii-

<PAGE>
 
                            BASIC LEASE PROVISIONS
                            ----------------------


     The following is a summary of some of the Basic Provisions of the Lease. In
the event of any conflict between the terms of these Basic Lease Provisions and
the referenced Sections of the Lease, the referenced Sections of the Lease shall
control.

     1.  Building (See Section 1):           Building I
                                             1564 Northeast Expressway
                                             Atlanta, Georgia 30329

         Project (See Section 1):            National Data Plaza

     2.  Premises (See Section 1):

         Floors:                             Lobby, 1st, 2nd, 3rd and 4th floors
                                             [but excluding the mail and telecom
                                             rooms, as well as the loading dock
                                             area, which shall constitute Common
                                             Area (as defined in Section 1
                                             hereof)]

         Rentable Square Feet:               Approximately 85,188 rentable
                                             square feet in Building I, and an
                                             allocation of 2,520 rentable square
                                             feet in Building II of National
                                             Data Plaza attributable to 1st
                                             floor conference room space which
                                             Tenant shall have the non-exclusive
                                             right to use pursuant to Section 1
                                             hereof, for a total of 87,708
                                             rentable square feet.

     3.  Term (See Section 2):               3 years

     4.  Base Rent (See Sections 2 and 3):
 
                         Rate Per Rentable             Monthly
         Lease Year      Square Foot of Premises       Installment
         ----------      -----------------------       -----------
 
            1            $19.65                        $143,621.85
 
            2            $20.25                        $148,007.25
                                
            3            $20.85                        $152,392.65
 

     5.  Tenant's Share (See Section 13):    96.8% as to the Building

                                             2.1% as to Building II

     6.  Notice Address (See Section 54)

                                     -iii-

<PAGE>
 
                                LEASE AGREEMENT



   THIS LEASE AGREEMENT (hereinafter called the "Lease") is made and entered
into this ____ day of _____________________, 2000, by and between NATIONAL DATA
CORPORATION, a Delaware corporation (hereinafter called "Landlord"); and GLOBAL
PAYMENTS INC., a Georgia corporation (hereinafter called "Tenant").

   1.  Premises.   Landlord does hereby rent and lease to Tenant and Tenant does
       --------                                                                 
hereby rent and lease from Landlord, for the purposes set forth in Section 8
hereof, the following described space (hereinafter called the "Premises"):
85,188 rentable square feet of space comprising the lobby and the 1st, 2nd, 3rd
and 4th floors of a 5-story building commonly known as Building I of National
Data Plaza (the "Building") [but excluding those portions thereof that are to
constitute Common Area pursuant to Paragraph 2 of the Basic Lease Provisions]
located on the real property described in Exhibit "A" attached hereto (the
                                          ----------                      
"Property").  The Building comprises part of a 2 building office complex
currently known as National Data Plaza (together with any and all improvements
now or hereafter located thereon and together with any additional land and/or
buildings which Landlord hereinafter acquires and makes a part of such office
complex, the "Project").  The Premises shall be prepared for Tenant's occupancy
in the manner and subject to the provisions of Exhibit "B" attached hereto and
                                               ----------                     
made a part of hereof.  Landlord and Tenant agree that the number of rentable
square feet described above has been confirmed and conclusively agreed upon by
the parties.  Tenant shall also have the non-exclusive right, in common with
other tenants of the Project, to use all parking lots, sidewalks, entranceways,
roadways and other such Common Areas and facilities as are located from time to
time on the Property and intended for the use and enjoyment of such tenants and
their respective employees, guests and invitees (the "Common Area") [which right
shall include, without limitation, the non-exclusive right to use, without
additional charge, (i) the cafeteria to be located on the first (1st) floor of
Building II of National Data Plaza ("Building II"), and the conference rooms on
the 1st floor of said Building II on a first come, first served basis, as
scheduled through Landlord's scheduling coordinator who shall be designated by
Landlord to Tenant from time to time, and the base rent payable by Tenant with
respect to the rentable square feet in Building II allocated to Tenant pursuant
to Paragraph 2 of the Basic Lease Provisions is intended to and shall constitute
the sole and exclusive compensation from Tenant to Landlord for the use of such
cafeteria and Building II conference room space by Tenant].

   2.  Lease Term.   Tenant shall have and hold the Premises for a term ("Term")
       ----------                                                            
commencing on ________, 2000 (the "Commencement Date"), and ending at midnight
on the third (3rd) anniversary of (i) the day immediately preceding the
Commencement Date, if the Commencement Date is the first day of a calendar
month, or (ii) the day immediately preceding the first day of the first full
calendar month following the Commencement Date, if the Commencement Date is not
the first day of a calendar month (the "Expiration Date"), unless sooner
terminated or extended as hereinafter provided.  Promptly following the
Commencement Date, Landlord and Tenant shall, upon the request of either party,
enter into a letter agreement in the form attached hereto as Exhibit "C",
                                                             ----------  
specifying the Commencement Date, the Expiration Date, the exact number of
rentable square feet contained within the Premises and the exact amount of Base
Rent payable hereunder for the first Lease Year (as defined in Section 4 below).

   3.  Base Rent.  Tenant shall pay to Landlord, at NDC Real Estate Department,
       ---------                                                                
National Data Plaza, Building II, Atlanta, Georgia 30329, Attn:  Director of
Real Estate, or at such other place as Landlord shall designate in writing to
Tenant, annual base rent ("Base Rent") 

<PAGE>
 
in the amounts set forth in the Basic Lease Provisions. The term "Lease Year",
as used in the Basic Lease Provisions and throughout this Lease, shall mean each
and every consecutive twelve (12) month period during the Term of this Lease,
with the first such twelve (12) month period commencing on the Commencement
Date; provided, however, if the Commencement Date occurs other than on the first
day of a calendar month, the first Lease Year shall be that partial month plus
the first full twelve (12) full calendar months thereafter.

   4.  Rent Payment.  The Base Rent for each Lease Year shall be payable in
       ------------                                                          
equal monthly installments, due on the first day of each calendar month, in
advance, in legal tender of the United States of America, without abatement,
demand, deduction or offset whatsoever, except as may be expressly provided in
this Lease.  One full monthly installment of Base Rent shall be due and payable
on the date of execution of this Lease by Tenant for the first month's Base Rent
and a like monthly installment of Base Rent shall be due and payable on or
before the first day of each calendar month following the Commencement Date
during the Term hereof; provided, that if the Commencement Date should be a date
other than the first day of a calendar month, the monthly Base Rent installment
paid on the date of execution of this Lease by Tenant shall be prorated to that
partial calendar month, and the excess shall be applied as a credit against the
next monthly Base Rent installment.  Tenant shall pay, as Additional Rent, any
and all other sums due from Tenant under this Lease, if any (the term "Rent", as
used herein, means all Base Rent, Additional Rent and all other amounts payable
hereunder from Tenant to Landlord).

   5.  Late Charge.  Other remedies for non-payment of Rent notwithstanding, if
       -----------                                                            
any monthly installment of Base Rent or Additional Rent is not received by
Landlord on or before the fifth (5th) business day after the same is due, or if
any payment due Landlord by Tenant which does not have a scheduled due date is
not received by Landlord on or before the tenth (10th) business day following
the date Tenant was invoiced, a late charge of three percent (3%) percent of
such past due amount shall be immediately due and payable as Additional Rent and
interest shall accrue from the date past due until paid at the lower of ten
percent (10.0%) per annum or the highest rate permitted by applicable law.

   6.  Partial Payment.   No payment by Tenant or acceptance by Landlord of an
       ---------------                                                         
amount less than the Rent herein stipulated shall be deemed a waiver of any
other Rent due.  No partial payment or endorsement on any check or any letter
accompanying such payment of Rent shall be deemed an accord and satisfaction,
but Landlord may accept such payment without prejudice to Landlord's right to
collect the balance of any Rent due under the terms of this Lease or any late
charge assessed against Tenant hereunder.

   7.  Construction of this Agreement.   No failure of Landlord to exercise any
       ------------------------------                                           
power given Landlord hereunder, or to insist upon strict compliance by Tenant of
his obligations hereunder, and no custom or practice of the parties at variance
with the terms hereof shall constitute a waiver of Landlord's right to demand
exact compliance with the terms hereof.  TIME IS OF THE ESSENCE OF THIS LEASE.

   8.  Use of Premises.
       ---------------   

     (a) Tenant shall use and occupy the Premises for general office and
administrative purposes (including the right to use the 1st floor as a computer
room with raised floors to accommodate cabling) and for no other purpose.  The
Premises shall not be used for any illegal purpose, nor in violation of any
valid regulation of any governmental body, nor in any manner to create any
nuisance or trespass, nor in any manner to vitiate the insurance or increase the
rate of insurance on the Premises or the Building.

                                      -2-

<PAGE>
 
   (b) Tenant shall not cause or permit the receipt, storage, use, location or
handling on the Property (including the Building and Premises) of any product,
material or merchandise which is explosive, highly inflammable, or a "hazardous
or toxic material," as that term is hereafter defined.  "Hazardous or toxic
material" shall include all materials or substances which have been determined
to be hazardous to health or the environment, including, without limitation
hazardous waste (as defined in the Resource Conservation and Recovery Act);
hazardous substances (as defined in the Comprehensive Emergency Response,
Compensation and Liability Act, as amended by the Superfund Amendments and
Reauthorization Act); gasoline or any other petroleum product or by-product or
other hydrocarbon derivative; toxic substances, (as defined by the Toxic
Substances Control Act); insecticides, fungicides or rodenticide, (as defined in
the Federal Insecticide, Fungicide, and Rodenticide Act); asbestos and radon and
substances determined to be hazardous under the Occupational Safety and Health
Act or regulations promulgated thereunder.  Notwithstanding the foregoing,
Tenant shall not be in breach of this provision as a result of the presence in
the Premises of de minimis amounts of hazardous or toxic materials which are in
compliance with all applicable laws, ordinances and regulations and are
customarily present in a general office use (e.g., copying machine chemicals and
kitchen cleansers).

   9.  Definitions.   "Landlord," as used in this Lease, shall include the
       -----------                                                         
party named in the first paragraph hereof, its representatives, assigns and
successors in title to the Premises.  "Tenant" shall include the party named in
the first paragraph hereof, its heirs and representatives, and, if this Lease
shall be validly assigned or sublet, shall also include Tenant's assignees or
subtenants, as to the Premises, or portion thereof, covered by such assignment
or sublease.  "Landlord" and "Tenant" include male and female, singular and
plural, corporation, partnership, limited liability company (and the officers,
members, partners, employees or agents of any such entities) or individual, as
may fit the particular parties.

   10.  Repairs By Landlord.  Tenant, by taking possession of the Premises,
        -------------------                                                  
shall accept and shall be held to have accepted the Premises as suitable for the
use intended by this Lease.  Landlord shall not be required, after possession of
the Premises has been delivered to Tenant, to make any repairs or improvements
to the Premises, except as set forth in this Lease.  Except for damage caused by
casualty and condemnation (which shall be governed by Section 28 and 29 below),
and subject to normal wear and tear, Landlord shall (i) maintain or cause to be
maintained in good repair the Premises, the Common Area and the exterior walls,
roof, foundation and structural portions of the Building, and the central
portions of the Building's mechanical, electrical, plumbing and HVAC systems,
and (ii) maintain or cause the maintenance of such elements of Building II as
are necessary to ensure Tenant's reasonable use and enjoyment of the cafeteria
and the conference rooms on the first (1st) floor thereof as contemplated by
this Lease, provided any such repairs contemplated by parts (i) and (ii) hereof
are not necessitated by the negligence or willful misconduct of Tenant, Tenant's
invitees or anyone in the employ or control of Tenant (in which case such
repairs shall be performed by Landlord at Tenant's expense).

   11.  Repairs By Tenant. Subject to Landlord's provision of janitorial
        -----------------                                                  
services in accordance with Section 20 hereof, Tenant shall keep the Premises in
a neat and clean condition.  Tenant shall further, at its own cost and expense,
repair or restore any damage or injury to all or any part of the Building or any
other part of the Project caused by Tenant or Tenant's agents, employees,
invitees, licensees or contractors, including but not limited to any repairs or
replacements necessitated by (i) the construction or installation of
improvements to the Premises by or on behalf of Tenant, and (ii) the moving of
any property into or out of the Premises.  If 

                                      -3-

<PAGE>
 
Tenant fails to make such repairs or replacements promptly, Landlord may, at its
option and following five (5) business days prior written notice to Tenant, make
the repairs and replacements and the reasonable and actual costs of such repair
or replacements shall be charged to Tenant as Additional Rent and shall become
due and payable by Tenant with the monthly installment of Base Rent next due
hereunder.

   12.  Alterations and Improvements.   Tenant shall not make or allow to be
        ----------------------------                                         
made any alterations, physical additions or improvements in or to the Premises
without first obtaining in writing Landlord's written consent for such
alterations or additions, which consent may be granted or withheld in the sole,
unfettered discretion of Landlord (if the alterations will affect the Building
structure or systems or will be visible from outside the Premises), but which
consent shall not be unreasonably withheld, delayed or conditioned (if the
alterations will not affect the Building structure or systems and will not be
visible from outside the Premises).

   13.  "Gross" Nature of Lease.   The parties acknowledge and agree that this
        -----------------------                                                
Lease is a "full service" lease, and that the base rents specified in Paragraph
4 of the Basic Lease Provisions are "gross" to Landlord.  Notwithstanding the
foregoing, Landlord and Tenant hereby agree that (i) any increases in ad valorem
real property taxes and insurance costs applicable or allocable to the Project
for any calendar year or portion thereof during the Term over such costs
budgeted for the Project for calendar year 2000, as shown on the budget attached
hereto as Exhibit "F" attached hereto and incorporated herein, shall be passed
          -----------                                                         
through to and paid for by Tenant on a prorata basis, with Tenant being
responsible for reimbursement to Landlord of Tenant's Share of any such
increases, and (ii) Tenant shall be responsible for reimbursement to Landlord
for its prorata share of any electricity costs for the Building in excess of
that budgeted for the Building for the fiscal year or calendar year in question
pursuant to said Exhibit "F".  Any amounts owing from Tenant to Landlord
                 -----------                                            
pursuant to the immediately preceding sentence shall be due and payable within
ten (10) business days of receipt of an invoice therefor from Landlord, together
with reasonable back up documentation (and such amounts due from Tenant shall
constitute Additional Rent hereunder).

   14.  Intentionally Omitted.

   15.  Acceptance and Waiver.  Landlord shall not be liable to Tenant, or its
        ---------------------                                                   
officers, agents, employees, guests or invitees, for any damage caused to any of
them due to the Building or any part or appurtenances thereof being improperly
constructed or being or becoming out of repair, or arising from the leaking of
gas, water, sewer or steam pipes, or from electricity, but Tenant, by moving
into the Premises and taking possession thereof, shall accept, and shall be held
to have accepted the Premises as suitable for the purposes for which the same
are leased, and shall accept and shall be held to have accepted the Building and
every appurtenances thereof, and Tenant by said act waives any and all defects
therein; provided, however, that this Section shall not apply to any damages or
injury caused by or resulting from the negligence or willful misconduct of
Landlord.

   16.  Signs. Tenant shall not paint or place signs, placards, or other
        -----                                                            
advertisement of any character upon the windows of the Building except with the
consent of Landlord, which consent shall not be unreasonably withheld, delayed
or conditioned, and Tenant shall place no signs upon the outside walls, Common
Area or the roof of the Building.  Landlord shall provide and maintain as part
of the Common Area directional/identification signage between the Building and
Building II substantially in the same location and manner as exists as of the
date hereof.

   17.  Advertising. Landlord may advertise the Premises as being "For Rent"
        -----------                                                            
at any 

                                      -4-

<PAGE>
 
time within twelve (12) months prior to the expiration, cancellation or
termination of this Lease for any reason and during any such periods may exhibit
the Premises to prospective tenants upon at least twenty-four (24) hours prior
written notice.

   18.  Removal of Fixtures.  If Tenant is not in default hereunder, Tenant
        -------------------                                                  
may, prior to the expiration of the Term of this Lease, or any extension
thereof, remove any trade fixtures and equipment which it has placed in the
Premises at its expense which can be removed without significant damage to the
Premises, provided Tenant repairs all damage to the Premises caused by such
removal.  In addition, upon the expiration or earlier termination of this Lease,
Tenant shall, at its expense, remove from the Building such telephone, computer,
telecommunication and other cabling installed in connection with the Work, the
Additional Work, or any future alterations performed by Tenant, as Landlord may,
at its option, require to be removed by Tenant by written notice given at any
time and from time to time prior to the expiration or earlier termination of
this Lease, and Tenant shall repair any damage to the Building caused by such
removal.

   19.  Entering Premises.   Landlord may enter the Premises at reasonable
        -----------------                                                  
hours, provided that Landlord's entry shall not unreasonably interrupt Tenant's
business operations: (a) to make repairs, perform maintenance and provide other
services described in Section 20 below (no prior notice is required to provide
routine services) which Landlord is obligated to make to the Premises or the
Building pursuant to the terms of this Lease; (b) to inspect the Premises to see
that Tenant is complying with all of the terms and conditions of this Lease and
with the rules and regulations hereof; (c) to remove from the Premises any
articles or signs kept or exhibited therein in violation of the terms hereof;
(d) to run pipes, conduits, ducts, wiring, cabling or any other mechanical,
electrical, plumbing or HVAC equipment through the areas behind the walls, below
the floors or above the drop ceilings; and (e) to exercise any other right or
perform any other obligation that Landlord has under this Lease.  Landlord shall
be allowed to take all material into and upon the Premises that may be required
to make any repairs, improvements and additions, or any alterations, without in
any way being deemed or held guilty of trespass and without constituting a
constructive eviction of Tenant.  The Rent reserved herein shall not abate while
said repairs, alterations or additions are being made and Tenant shall not be
entitled to maintain a set-off or counterclaim for damages against Landlord by
reason of loss from interruption to the business of Tenant because of the
prosecution of any such work.  All such repairs, decorations, additions and
improvements shall be done during ordinary business hours, or, if any such work
is at the request of Tenant to be done during any other hours, the Tenant shall
pay all overtime and other extra costs.

   20.  Services.
        --------   

   (a)  Tenant shall have access to the Premises 24 hours a day, seven days a
week, provided that the "normal business hours" of the Buildings shall be from
7:00 A.M. to 6:00 P.M. EST, Monday through Friday (excluding nationally
recognized bank holidays).  Landlord shall furnish the following services on a
24 hours a day, 7 days a week basis during the Term, except as limited or
otherwise noted below:

                         (i)  Elevator service for passenger and delivery needs;

                         (ii)  Air conditioning and heat during normal business
hours in keeping with levels and standards maintained in similar office
buildings in the Atlanta, Georgia, metropolitan area (and in any event
consistent with that maintained in Building II); provided that air conditioning
and heat shall be provided to the first (1st) floor of Building I on a 24 hours
a day, 7 days a week basis;

                                      -5-

<PAGE>
 
                         (iii) Hot and cold running water for all restrooms and
lavatories;

                         (iv)  Soap, paper towels, and toilet tissue for public
restrooms;

                         (v)   Janitorial service during normal business hours
Monday through Thursday, and on 1 weekend night, in keeping with the standards
generally maintained in similar office buildings in the Atlanta, Georgia,
metropolitan area;

                         (vi)  Custodial, electrical and mechanical maintenance
services during normal business hours;

                         (vii) Electric power for lighting and outlets not in
excess of a total of 10 watts per rentable square foot of the Premises at 100%
connected load;

                         (viii)  Replacement of Building standard lamps and
ballasts as needed during normal business hours;

                         (ix)    Repairs and maintenance as described in Section
10 of this Lease during normal business hours;

                         (x)     General management, including supervision,
inspections, recordkeeping, accounting, leasing and related management functions
during normal business hours;

                         (xi)    Mail delivery during normal business hours
through the common mailroom located in the Building in the manner currently
provided; provided, however, that notwithstanding the "full service" nature of
this Lease or any provisions hereof to the contrary, the reasonable and actual
cost of labor and supplies associated with the operation of said mailroom
(including all operating expenses except postage) shall be divided between
Landlord and Tenant on a 60/40 basis (i.e., Tenant shall be responsible for 40%
of such cost), and Tenant's postage (including courier, express mail and the
like) shall be separately metered. Tenant shall be billed by Landlord monthly
for such postage and such share of other costs, with payment due from Tenant to
Landlord within ten (10) days of receipt of each such monthly invoice (which
invoices shall be accompanied by copies of supporting documentation evidencing
Tenant's postage), and such amounts due from Tenant shall constitute Additional
Rent hereunder. Notwithstanding the foregoing, Landlord and Tenant agree to
cooperate in good faith to reapportion the allocation of such operating expenses
at the beginning of each fiscal year of Landlord's during the Term based on
volume of Tenant's usage during the immediately preceding fiscal year (or
portion thereof); and 


                         (xii) Security guard service during normal business
hours substantially in the manner currently provided. 


               (b)  Tenant shall have no right to any services in excess of
those provided herein. If Tenant uses services in an amount or for a period in
excess of that provided for herein, then Landlor d reserves the right to: charge
Tenant as Additional Rent hereunder a reasonable sum as reimbursement for the
direct and actual cost of such added services; and/or charge Tenant for the cost
of any additional equipment or facilities or modifications thereto, necessary to
provide the additional services.

                                      -6-

<PAGE>
 
               (c)  Landlord shall not be liable for any damages directly or
indirectly resulting from the interruption in any of the services described
above unless and to the extent resulting from the negligence or willful
misconduct of Landlord or its agents, employees or contractors, nor shall any
such interruption entitle Tenant to any abatement of Rent except as expressly
set forth herein, or any right to terminate this Lease. Landlord shall use all
reasonable efforts to furnish uninterrupted services as required above.
Notwithstanding anything to the contrary contained herein, if Tenant cannot
reasonably use (and actually ceases to use) all or any material portion of the
Premises for Tenant's intended business operations by reason of any interruption
in services to be provided by Landlord as a result of the acts or omissions of
Landlord, its agents or employees, and such interruption continues for five (5)
or more consecutive business days, then Base Rent due under this Lease shall be
abated starting with the day immediately succeeding such five (5) business day
period for that portion of the Premises that Tenant is unable (and actually
ceases) to use for Tenant's intended business operations until such services are
restored to the Premises. Tenant shall not be entitled to the rent abatement
right set forth above if the service interruption is caused by the act or
omission of Tenant, its agents or employees.

     21.  Indemnities.  Tenant does hereby indemnify and save harmless Landlord
          -----------                                                         
against all claims for damages to persons or property anywhere in the Building
or on the Property to the extent caused by the negligence or willful misconduct
of Tenant, its agents or employees or which occur in the Premises (or arise out
of actions taking place in the Premises) except to the extent such damage is
caused by the negligence or willful misconduct of Landlord, its agents or
employees.  Landlord does hereby indemnify and hold Tenant harmless against all
claims for damaged persons or property to the extent caused by the negligence or
willful misconduct of Landlord, its agents or employees.  The indemnities set
forth hereinabove shall include the application to pay reasonable expenses
actually incurred by the indemnified party, including, without limitation,
reasonable, actually incurred attorneys' fees.  The indemnities contained herein
do not override the waivers contained in Section 22(e) below.

     22.  Tenant's Insurance; Waivers.
          ---------------------------  

          (a)  Tenant further covenants and agrees that from and after the date
of delivery of the Premises from Landlord to Tenant, Tenant will carry and
maintain, at its sole cost and expense, the following types of insurance, in the
amounts specified and in the form hereinafter provided for:

               (i)  Liability Insurance in the Commercial General Liability form
(or reasonable equivalent thereto) covering the Premises and Tenant's use
thereof against claims for personal injury or death, property damage and product
liability occurring upon, in or about the Premises, such insurance to be written
on an occurrence basis (not a claims made basis), to be in combined single
limits amounts not less than $3,000,000 and to have general aggregate limits of
not less than $5,000,000 for each policy year. The insurance coverage required
under this Section 22(a)(i) shall, in addition, extend to any liability of
Tenant arising out of the indemnities provided for in Section 21 and, if
necessary, the policy shall contain a contractual endorsement to that effect.
The general aggregate limits under the Commercial General Liability insurance
policy or policies must apply separately to the Premises and to Tenant's use
thereof (and not to any other location or use of Tenant) and such policy shall
contain an endorsement to that effect. The certificate of insurance evidencing
the Commercial General Liability form of policy shall specify all endorsements
required herein and shall specify on the face thereof that the limits of such
policy applies separately to the Premises.

                                      -7-

<PAGE>
 
               (ii)  Insurance covering all trade fixtures, merchandise and
personal property from time to time in, on or upon the Premises, and
alterations, additions or changes made by Tenant pursuant to Section 10, in an
amount not less than one hundred percent (100%) of their full replacement value
from time to time during the Term, providing protection against perils included
within the standard form of "all-risks" fire and casualty insurance policy,
together with insurance against sprinkler damage, vandalism and malicious
mischief. Any policy proceeds from such insurance shall be held in trust by
Tenant's insurance company for the repair, construction and restoration or
replacement of the property damaged or destroyed (and shall be released to the
party who is required to restore the damaged property in question pursuant to
the terms hereof, and if no such party is so designated herein, then to Tenant)
unless this Lease shall cease and terminate under the provisions of Section 28
of this Lease (in which case they will be distributed to Landlord to the extent
allocable to damage to improvements or alterations made to the Premises, and to
Tenant to the extent allocable to damage to Tenant's trade fixtures, merchandise
and personal property).

               (iii) Workers' Compensation and Employer's Liability insurance
affording statutory coverage and containing statutory limits with the Employer's
Liability portion thereof to have minimum limits of $100,000.00.

               (iv)  Business Interruption Insurance equal to not less than
fifty percent (50%) of the estimated gross earnings (as defined in the standard
form of business interruption insurance policy) of Tenant at the Premises which
insurance shall be issued on an "all risks" basis (or its equivalent).

          (b)  All policies of the insurance provided for in Section 22(a) shall
be issued in form acceptable to Landlord by insurance companies with a rating
and financial size of not less than A-X in the most current available "Best's
Insurance Reports", and licensed to do business in the state in which Landlord's
Building is located. Each and every such policy:

               (i)   shall, with respect to the commercial general liability
insurance required above, name Landlord (as well as any mortgagee of Landlord
and any other party reasonably designated by Landlord) as an additional insured.

               (ii)  shall be delivered to each of Landlord and any such other
parties in interest within thirty (30) days after delivery of possession of the
Premises to Tenant and thereafter within thirty (30) days prior to the
expiration of each such policy, and, as often as any such policy shall expire or
terminate. Renewal or additional policies shall be procured and maintained by
Tenant in like manner and to like extent;

               (iii)  shall contain a provision that the insurer will give to
Landlord and such other parties in interest at least thirty (30) days notice in
writing in advance of any material change, cancellation, termination or lapse,
or the effective date of any reduction in the amounts of insurance; and

               (iv)   shall be written as a primary policy which does not
contribute to and is not in excess of coverage which Landlord may carry.

          (c)  Any insurance provided for in Section 22(a) may be maintained by
means of a policy or policies of blanket insurance, covering additional items or
locations or insureds, provided, however, that:

                                      -8-

<PAGE>
 
               (i)   with respect to the commercial general liability insurance
required above, Landlord and any other parties in interest from time to time
designated by Landlord to Tenant shall be named as an additional insured
thereunder as its interest may appear;

               (ii)  the coverage afforded Landlord and any such other parties
in interest will not be reduced or diminished by reason of the use of such
blanket policy of insurance;

               (iii) any such policy or policies [except any covering the risks
referred to in Section 22(a)(i)] shall specify therein (or Tenant shall furnish
Landlord with a written statement from the insurers under such policy
specifying) the amount of the total insurance allocated to the Tenant's
improvements and property more specifically detailed in Section 22(a); and

               (iv)  the requirements set forth in this Section 22 are otherwise
satisfied.

          (d)  Landlord shall maintain at all times during the Term of this
Lease, with such deductible as Landlord in its sole judgment determines
advisable, insurance on the "All-Risk" or equivalent form on a Replacement Cost
Basis against loss or damage to the Building.  Such insurance shall be in the
amount of 80% of the replacement value of the Building (excluding all fixtures
and property required to be insured by Tenant under this Lease).    Landlord
shall also maintain at all times during the Term commercial general liability
insurance with limits at least equal to the amount as Tenant is required to
maintain pursuant to Section 22(a)(i) of this Lease.

          (e)  Notwithstanding anything to the contrary set forth hereinabove,
Landlord and Tenant do hereby waive any and all claims against one another for
damage to or destruction of real or personal property to the extent such damage
or destruction can be covered by "all risks" property insurance of the types
described above.  Each party shall also be responsible for the payment of any
deductible amounts required to be paid under the applicable "all risks" fire and
casualty insurance carried by the party whose property is damaged.  These
waivers shall apply if the damage would have been covered by a customary "all
risks" insurance policy, even if the party fails to obtain such coverage.  The
intent of this provision is that each party shall look solely to its insurance
with respect to property damage or destruction which can be covered by "all
risks" insurance of the types described above.

     23.  Governmental Requirements.  Tenant shall, at its own expense,
          -------------------------                                      
promptly comply with all requirements of any legally constituted governmental or
public authority made necessary by reason of any unique use by Tenant of the
Premises (as opposed to office and administrative uses generally), including,
without limitation, the Americans with Disabilities Act (the "ADA").  Landlord
shall otherwise cause the Buildings and Common Area to be in compliance with all
applicable laws, regulations and ordinances, including the ADA.

     24.  Intentionally Omitted.
          ---------------------                         

     25.  Assignment and Subletting.  Tenant may not, without the prior
          -------------------------                                      
written consent of Landlord, which consent may be withheld by Landlord in its
sole, unfettered discretion, assign this Lease or any interest hereunder, or
sublet the Premises or any part thereof, or permit the use of the Premises by
any party other than Tenant.  In the event that Tenant is a corporation or
entity other than an individual, any transfer of a majority or controlling
interest in Tenant (whether by stock transfer, merger, operation of law or
otherwise) shall be considered an assignment for 

                                      -9-

<PAGE>
 
purposes of this paragraph and shall require Landlord's prior written consent.
Consent to one assignment or sublease shall not destroy or waive this provision,
and all later assignments and subleases shall likewise be made only upon the
prior written consent of Landlord. Subtenants or assignees shall become liable
to Landlord for all obligations of Tenant hereunder, without relieving Tenant's
liability hereunder and, in the event of any default by Tenant under this Lease,
Landlord may, at its option, but without any obligation to do so, elect to treat
such sublease or assignment as a direct Lease with Landlord and collect rent
directly from the subtenant. In addition, upon any request by Tenant for
Landlord's consent to an assignment or sublease, Landlord may elect to terminate
this Lease and recapture all of the Premises (in the event of an assignment
request) or the applicable portion of the Premises (in the event of a subleasing
request); provided, however, if Landlord notifies Tenant that Landlord elects to
exercise this recapture right, Tenant may, within five (5) business days of its
receipt of Landlord's notice, notify Landlord that Tenant withdraws its request
to sublease or assign, in which case Tenant shall continue to lease all of the
Premises, subject to the terms of this Lease and Landlord's recapture notice
shall be null and void. If Tenant desires to assign or sublease, Tenant must
provide written notice to Landlord describing the proposed transaction in detail
and providing all documentation (including detailed financial information for
the proposed assignee or subtenant) reasonably necessary to let Landlord
evaluate the proposed transaction. Landlord shall notify Tenant within thirty
(30) days of its receipt of such notice whether Landlord elects to exercise its
recapture right and, if not, whether Landlord consents to the requested
assignment or sublease. If Landlord fails to respond within such thirty (30) day
period, Landlord will be deemed not to have elected to recapture and not to have
consented to the assignment or sublease. If Landlord does consent to any
assignment or sublease request and the assignee or subtenant pays to Tenant an
amount in excess of the Rent due under this Lease (after deducting Tenant's
reasonable, actual expenses in obtaining such assignment or sublease), Tenant
shall pay 50% of such excess to Landlord as and when the monthly payments are
received by Tenant. Notwithstanding anything to the contrary contained in this
Section 25, Tenant may assign or sublet its rights and obligations under this
Lease without Landlord's prior consent to a successor corporation into which or
with which Tenant is merged or consolidated or which acquired all or
substantially all of Tenant's assets and property, provided that such successor
corporation assumes substantially all of the obligations and liabilities of
Tenant hereunder.

     26.  Tenant Default/Landlord Remedies.
          --------------------------------              

     (a)  Tenant Default.  If Tenant shall default in the payment of Rent herein
          --------------                                                        
reserved when due and fails to cure such default within five (5) business days
after written notice of such default is given to Tenant by Landlord; or if
Tenant shall be in default in performing any of the terms or provisions of this
Lease other than the provisions requiring the payment of Rent, and fails to cure
such default within thirty (30) days after written notice of such default is
given to Tenant by Landlord or, if such default cannot be cured within thirty
(30) days, Tenant shall not be in default if Tenant promptly commences and
diligently proceeds the cure to completion as soon as possible and in all events
within sixty (60) days; or if Tenant is adjudicated a bankrupt; or if a
permanent receiver is appointed for Tenant's Property and such receiver is not
removed within ninety (90) days after written notice from Landlord to Tenant to
obtain such removal; or if, whether voluntarily or involuntarily, Tenant takes
advantage of any debtor relief proceedings under any present or future law,
whereby the Rent or any part thereof, is, or is proposed to be, reduced or
payment thereof deferred; or if Tenant's effects should be levied  upon or
attached and such levy or attachment is not satisfied or dissolved within thirty
(30) days after written notice from Landlord to Tenant to obtain satisfaction
thereof; then, and in any of said events, Landlord, at its option, may exercise
any or all of the remedies set forth in Section 26(b) below.

                                      -10-

<PAGE>
 
     (b)  Landlord Remedies. Upon the occurrence of any default set forth in
          -----------------                                                  
Section 26 above which is not cured by Tenant within the applicable cure period
provided therein, if any, Landlord may exercise all or any of the following
remedies:

            (i)   terminate this Lease by giving Tenant written notice of
termination, in which event this Lease shall terminate on the date specified in
such notice and all rights of Tenant under this Lease shall expire and terminate
as of such date, Tenant shall remain liable for all obligations under this Lease
up to the date of such termination and Tenant shall surrender the Premises to
Landlord on the date specified in such notice, and if Tenant fails to so
surrender, Landlord shall have the right, without notice, to enter upon and take
possession of the Premises and to expel and remove Tenant and its effects
without being liable for prosecution or any claim of damages therefor;

            (ii)  terminate this Lease as provided in the immediately preceding
subsection and recover from Tenant all damages Landlord may incur by reason of
Tenant's default, including without limitation, the then present value of (1)
the total Rent which would have been payable hereunder by Tenant for the period
beginning with the day following the date of such termination and ending with
the Expiration Date of the term as originally scheduled hereunder, minus (2) the
aggregate reasonable rental value of the Premises for the same period (as
determined by a real estate broker licensed in the State of Georgia, who has at
least ten (10) years experience, immediately prior to the date in question
evaluating commercial office space, taking into account all relevant factors
including, without limitation, the length of the remaining Term, the then
current market conditions in the general area, the likelihood of reletting for a
period equal to the remainder of the Term, net effective rates then being
obtained by landlords for similar type space in similar buildings in the general
area, vacancy levels in the general area, current levels of new construction in
the general area and how that would affect vacancy and rental rates during the
period equal to the remainder of the Term and inflation), plus (3) the costs of
recovering the Premises, and all other expenses incurred by Landlord due to
Tenant's default, including, without limitation, reasonable attorneys' fees
actually incurred, plus (4) the unpaid Rent earned as of the date of
termination, plus interest, all of which sum shall be immediately due and
payable by Tenant to Landlord;

            (iii) without terminating this Lease, and without notice to Tenant,
Landlord may in its own name, but as agent for Tenant enter into and take
possession of the Premises and re-let the Premises, or a portion thereof, as
agent of Tenant, upon any terms and conditions as Landlord may deem necessary or
desirable (Landlord shall have no obligation to attempt to re-let the Premises
or any part thereof). Upon any such re-letting, all rentals received by Landlord
from such re-letting shall be applied first to the costs incurred by Landlord in
accomplishing any such re-letting, and thereafter shall be applied to the Rent
owed by Tenant to Landlord during the remainder of the term of this Lease and
Tenant shall pay any deficiency between the remaining Rent due hereunder and the
amount received by such re-letting as and when due hereunder;

            (iv)  allow the Premises to remain unoccupied and collect Rent from
Tenant as it becomes due; or

            (v)   pursue such other remedies as are available at law or in
equity.

     27.    Landlord Default/Tenant Remedies. Landlord shall not be in default
            --------------------------------                                    
unless it fails to perform the obligations required of it by this Lease within
thirty (30) days after written notice from Tenant specifying which obligation
Landlord has failed to perform; provided, however, that if the nature of the
specified obligation is such that more than thirty (30) days are

                                      -11-

<PAGE>
 
reasonably required to complete its cure, then Landlord shall not be in default
if it commences to cure within said thirty (30) day period and thereafter
diligently prosecutes the same to completion. As to Landlord's maintenance and
repair obligations hereunder, if Landlord has not cured or commenced to cure a
maintenance or repair default set forth in said notice within said thirty (30)
day period, Tenant, may, at its option, cure such default. If Tenant elects to
cure said default, Tenant shall, prior to commencement of said work, provide to
Landlord a specific description of the work to be performed by Tenant and the
name of Tenant's contractor. Any materials used shall be of equal or better
quality than currently exists in the Building and Tenant's contractor shall be
adequately insured and of good reputation. Landlord shall reimburse Tenant for
the reasonable, actual cost of said cure upon receipt of adequate bills or other
supporting evidence substantiating said cost, less any amounts otherwise
reimbursable to Tenant under any insurance policies carried by Tenant.

     28.  Destruction or Damage.
          ---------------------                          

          (a)  If the Building or the Premises are totally destroyed by storm,
fire, earthquake, or other casualty, or damaged to the extent that, in
Landlord's reasonable opinion the damage cannot be restored within one hundred
eighty (180) days of the date Landlord provides Tenant written notice of
Landlord's reasonable estimate of the time necessary to restore the damage, or
if the damage is not covered by standard "all risks" property insurance and as a
result Landlord elects not to restore such damage, Landlord or Tenant shall have
the right to terminate this Lease effective as of the date of such destruction
or damage by written notice to the other on or before thirty (30) days following
Landlord's notice described in the next sentence and Rent shall be accounted for
as between Landlord and Tenant as of that date. Landlord shall provide Tenant
with notice within forty-five (45) days following the date of the damage of the
estimated time needed to restore, and whether the loss is covered by Landlord's
insurance coverage (and if not, whether Landlord nevertheless elects to
restore).

          (b)  If the Premises are damaged by any such casualty or casualties
but neither party is entitled to or neither party elects to terminate this Lease
as provided in subparagraph (a) above, this Lease shall remain in full force and
effect, Landlord shall notify Tenant in writing within forty-five (45) days of
the date of the damage that the damage will be restored (and will include
Landlord's good faith estimate of the date the restoration will be complete), in
which case Rent shall abate as to any portion of the Premises which is not
usable, and Landlord shall restore the Premises to substantially the same
condition as before the damage occurred as soon as practicable, whereupon full
Rent shall recommence.

     29.  Eminent Domain. If the whole of the Building or Premises, or such
          --------------                                                      
portion thereof as will make the Building or Premises unusable in the reasonable
judgment of Landlord and Tenant, cooperating together reasonably and in good
faith, for their intended purposes, is condemned or taken by any legally
constituted authority for any public use or purpose, then in either of said
events, Landlord or Tenant may terminate this Lease by written notice to the
other and the Term hereby granted shall cease from that time when possession
thereof is taken by the condemning authorities, and Rent shall be accounted for
as between Landlord and Tenant as of that date. If a portion of the Building or
Premises is so taken, but not such amount as will make the Premises unusable in
the reasonable judgment of Landlord and Tenant, cooperating together reasonably
and in good faith, for the purposes herein leased, or if neither Landlord nor
Tenant elect to terminate this Lease as aforesaid, this Lease shall continue in
full force and effect and the Rent shall be reduced prorata in proportion to the
amount of the Premises so taken. Tenant shall have no right or claim to any part
of any award made to or received by Landlord for such condemnation or taking,
and all awards for such condemnation or taking shall be made solely to

                                      -12-

<PAGE>
 
Landlord. Tenant shall, however, have the right to pursue any separate award
that does not reduce the award to which Landlord is entitled.

     30.  Service of Process. Except as otherwise provided by law, Tenant hereby
          ------------------                                                
appoints as its agent to receive the service of all dispossessory or distraint
proceedings and notices thereunder, the person in charge of or occupying the
Premises at the time of such proceeding or notice; and if no person be in charge
or occupying the Premises, then such service may be made by attaching the same
to the front entrance of the Premises.

     31.  Mortgagee's Rights.
          ------------------                             

          (a)  Tenant agrees that this Lease shall be subject and subordinate
(i) to any mortgage, deed to secure debt or other security interest now
encumbering the Property and to all advances which may be hereafter made, to the
full extent of all debts and charges secured thereby and to all renewals or
extensions of any part thereof, and to any mortgage, deed to secure debt or
other security interest which any owner of the Property may hereafter, at any
time, elect to place on the Property; (ii) to any assignment of Landlord's
interest in the leases and rents from the Building or Property which includes
the Lease which now exists or which any owner of the Property may hereafter, at
any time, elect to place on the Property; and (iii) to any Uniform Commercial
Code Financing Statement covering the personal property rights of Landlord or
any owner of the Property which now exists or any owner of the Property may
hereafter, at any time, elect to place on the foregoing personal property (all
of the foregoing instruments set forth in (i), (ii) and (iii) above being
hereafter collectively referred to as "Security Documents"). Tenant agrees upon
request of the holder of any Security Documents ("Holder") to hereafter execute
any documents which the counsel for Landlord or Holder may deem necessary to
evidence the subordination of the Lease to the Security Documents.

          (b)  In the event of a foreclosure pursuant to any Security Documents,
Tenant shall at the election of the Landlord, thereafter remain bound pursuant
to the terms of this Lease as if a new and identical Lease between the purchaser
at such foreclosure ("Purchaser"), as landlord, and Tenant, as tenant, had been
entered into for the remainder of the Term hereof and Tenant shall attorn to the
Purchaser upon such foreclosure sale and shall recognize such Purchaser as the
Landlord under the Lease. Such attornment shall be effective and self-operative
without the execution of any further instrument on the part of any of the
parties hereto. Tenant agrees, however, to execute and deliver at any time and
from time to time, upon the request of Landlord or of Holder, any instrument or
certificate that may be necessary or appropriate in any such foreclosure
proceeding or otherwise to evidence such attornment.

          (c)  If the Holder of any Security Document or the Purchaser upon the
foreclosure of any of the Security Documents shall succeed to the interest of
Landlord under the Lease, such Holder or Purchaser shall have the same remedies,
by entry, action or otherwise for the non-performance of any agreement contained
in the Lease, for the recovery of Rent or for any other default or event of
default hereunder that Landlord had or would have had if any such Holder or
Purchaser had not succeeded to the interest of Landlord.

          (d)  Tenant hereby acknowledges that if the interest of Landlord
hereunder is covered by an assignment of Landlord's interest in Lease, Tenant
shall pay all Rent due and payable under the Lease directly to the Holder of the
assignment of Landlord's interest in Lease upon notification of the exercise of
the rights thereunder by the Holder thereof.

          (e)  Notwithstanding anything to the contrary set forth in this
Section 31, the

                                      -13-

<PAGE>
 
Holder of any Security Documents shall have the right, at any time, to elect to
make this Lease superior and prior to its Security Document. No documentation,
other than written notice to Tenant, shall be required to evidence that the
Lease has been made superior and prior to such Security Documents, but Tenant
hereby agrees to execute any documents reasonably requested by Landlord or
Holder to acknowledge that the Lease has been made superior and prior to the
Security Documents.

          (f)  Notwithstanding anything to the contrary contained in this
Section 31, Tenant's subordination of the Lease to any Security Documents
currently encumbering the Premises is conditioned upon Landlord obtaining a
subordination, non-disturbance and attornment agreement substantially in the
form attached hereto as Exhibit G and made a part hereof (an "SNDA") from the
                        ---------
Holder of any such Security Documents, which SNDA Tenant must execute
simultaneously with the execution of this Lease.

          (g)  Notwithstanding anything to the contrary contained in this
Section 31, this Lease and all rights of Tenant hereunder shall only be subject
and subordinate to the lien and security title of any Security Documents created
after the date hereof provided that the Holder of said Security Documents
executes and delivers an SNDA. Tenant shall promptly execute such SNDA upon
Landlord's or such Holder's request.

     32.  Tenant's Estoppel. Tenant shall, from time to time, upon not less than
          -----------------                                                   
ten (10) days prior written request by Landlord, execute, acknowledge and
deliver to Landlord a written statement certifying that this Lease is unmodified
and in full force and effect (or, if there have been modifications, that the
same is in full force and effect as modified and stating the modifications), the
dates to which the Rent has been paid, that Tenant is not in default hereunder
and has no offsets or defenses against Landlord under this Lease, and whether or
not to the best of Tenant's knowledge Landlord is in default hereunder (and if
so, specifying the nature of the default), it being intended that any such
statement delivered pursuant to this paragraph may be relied upon by a
prospective purchaser of Landlord's interest or by a mortgagee of Landlord's
interest or assignee of any security deed upon Landlord's interest in the
Premises.

     33.  Attorney's Fees and Homestead. If either party exercises any of the
          -----------------------------                                         
remedies provided to it under this Lease as a result of the other party's
failure to comply with its obligations, or if either party brings any action to
enforce its rights under this Lease, the defaulting party shall be obligated to
reimburse the non-defaulting party, on demand, for all costs and expenses,
including reasonable attorneys' fees and court costs, actually incurred in
connection therewith. Tenant waives all homestead rights and exemptions which he
may have under any law against any obligations owing under this Lease and Tenant
hereby assigns to Landlord his homestead and exemption.

     34.  Parking. No rights to specific parking spaces are granted under this
          -------                                                           
Lease; however, subject to Landlord's rights pursuant to the last sentence of
this Section 34, Tenant shall be entitled, without charge, to use up to 3 spaces
per each 1,000 rentable square feet of space in the Premises in the parking
facilities located on the Property. All parking spaces provided to Tenant shall
be unreserved and are to be used by Tenant, its employees and invitees in common
with the other tenants of the Building and their employees and invitees. Subject
to Tenant's rights herein, Landlord reserves the right to build improvements
upon, reduce the size of, relocate, reconfigure, eliminate, and/or make
alterations or additions to such parking facilities at any time.

     35.  Intentionally Omitted

                                      -14-

<PAGE>
 
     36.  Waste Disposal.
          --------------    

          (a)  All normal trash and waste (i.e., waste that does not require
special handling pursuant to subparagraph (b) below) shall be disposed of
through the janitorial service provided by Landlord.

          (b)  Tenant shall be responsible for the removal and disposal of any
waste deemed by any governmental authority having jurisdiction over the matter
to be hazardous or infectious waste or waste requiring special handling, such
removal and disposal to be in accordance with any and all applicable
governmental rules, regulations, codes, orders or requirements. Tenant agrees to
separate and mark appropriately all waste to be removed and disposed of through
the janitorial service pursuant to (a) above and hazardous, infectious or
special waste to be removed and disposed of by Tenant pursuant to this
subparagraph (b). Tenant hereby indemnifies and holds harmless Landlord from and
against any loss, claims, demands, damage or injury Landlord may suffer or
sustain as a result of Tenant's failure to comply with the provisions of this
subparagraph (b).

     37.  Surrender of Premises. Whenever under the terms hereof Landlord is
          ---------------------                                               
entitled to possession of the Premises, Tenant at once shall surrender the
Premises and the keys thereto to Landlord in the same condition as on the
Commencement Date hereof, natural wear and tear and casualty and condemnation
only excepted, and Tenant shall remove all of its personalty therefrom and
shall, if directed to do so by Landlord, remove all improvements and restore the
Premises to its original condition prior to the construction of any improvements
which have been made therein by or on behalf of Tenant subsequent to the
Commencement Date; provided, however, that in connection with any alterations or
improvement made by or on behalf of Tenant in accordance with Section 12 hereof,
Tenant shall only be required to remove any such alterations or improvement and
restore the Premises if Landlord shall have conditioned its consent to such
alterations or improvement on such removal and restoration occurring at the
expiration of this Lease. Tenant's obligation to observe or perform these
covenants shall survive the expiration or other termination of the Term of this
Lease. If the last day of the Term of this Lease or any renewal falls on Sunday
or a legal holiday, this Lease shall expire on the business day immediately
preceding.

     38.  Cleaning Premises. Upon vacating the Premises, Tenant agrees to return
          -----------------                                                 
the Premises to Landlord broom clean and in the same condition when Tenant's
possession commenced, natural wear and tear, casualty and condemnation excepted.

     39.  No Estate In Land. This contract shall create the relationship of
          -----------------                                                   
landlord and tenant between Landlord and Tenant; no estate shall pass out of
Landlord; Tenant has only a usufruct, not subject to levy or sale, and not
assignable by Tenant except with Landlord's consent.

     40.  Cumulative Rights. All rights, powers and privileges conferred
          -----------------                                                
hereunder upon the parties hereto shall be cumulative but not restrictive to
those given by law.

     41.  Paragraph Titles; Severability. The paragraph titles used herein are
          ------------------------------                                     
not to be considered a substantive part of this Lease, but merely descriptive
aids to identify the paragraph to which they refer. If any paragraph or
provision herein is held invalid by a court of competent jurisdiction, all other
paragraphs or severable provisions of this Lease shall not be affected thereby,
but shall remain in full force and effect.

     42.  Damage or Theft of Personal Property. All personal property brought
          ------------------------------------                                  
into the

                                      -15-

<PAGE>
 
Premises shall be at the risk of the Tenant only and Landlord shall not be
liable for theft thereof or any damage thereto occasioned by any acts of co-
tenants, or other occupants of the Building, or any other person, except, with
respect to damage to the Premises, as may be occasioned by the negligent or
willful act of the Landlord, its employees and agents.

     43.  Holding Over. In the event Tenant remains in possession of the
          ------------  
Premises after the expiration of the Term hereof, or of any renewal term, with
Landlord's written consent, Tenant shall be a tenant at will and such tenancy
shall be subject to all the provisions hereof, except that the monthly rental
shall be at 150% of the monthly Base Rent payable hereunder upon such expiration
of the Term hereof, or of any renewal term. In the event Tenant remains in
possession of the Premises after the expiration of the Term hereof, or any
renewal term, without Landlord's written consent, Tenant shall be a tenant at
sufferance and may be evicted by Landlord without any notice, but Tenant shall
be obligated to pay rent for such period that Tenant holds over without written
consent at the same rate provided in the previous sentence and shall also be
liable for any and all other damages Landlord suffers as a result of such
holdover including, without limitation, the loss of a prospective tenant for
such space. There shall be no renewal of this Lease by operation of law or
otherwise. Nothing in this Section shall be construed as a consent by Landlord
for any holding over by Tenant after the expiration of the Term hereof, or any
renewal term.

     44.  Intentionally omitted.

     45.  Building Allowance and Tenant Finishes.
          --------------------------------------   

          (a)  Landlord will provide to Tenant an allowance (as the same may be
reduced as of the date hereof as hereinafter provided, the "Allowance") of
$345,000.00 to be applied to the cost of the Work and Additional Work described
in Exhibit "B". For purposes hereof, the cost of the Work and Additional Work
   -----------                                                                
shall be deemed to include, but not be limited to, the cost of the Preliminary
Plans, the Plans and Specifications, all permits and all tenant buildout
relating thereto. To the extent any of the Work is or has been performed by
Landlord prior to the date hereof, the cost thereof (as reasonably evidenced to
Tenant) shall be applied against and shall reduce the Allowance remaining as of
the date hereof on a dollar for dollar basis. Tenant and Landlord agree that all
costs of the Work and Additional Work in excess of such Allowance which are
requested by Tenant and approved by Landlord shall be paid by Tenant to Landlord
as follows: twenty-five (25%) percent of Tenant's estimated costs prior to the
commencement of the Work, fifty percent (50%) of Tenant's estimated costs within
five (5) business days of Landlord's notice to Tenant that fifty percent (50%)
of the Work is complete and the balance of actual costs within five (5) business
days of "Substantial Completion" (as hereinafter defined). The amount due for
each installment shall be set forth in a written invoice from Landlord. Should
Tenant fail to pay for such excess costs when due as herein provided, such
amount due shall accrue interest at the annual rate of ten (10.0%) percent from
the date such payment is due until paid and the failure to pay such amount when
due shall be a default, subject to the provisions of Section 26.

          (b)  The Work Letter attached hereto as Exhibit "B", and executed by
                                                  ----------                  
Landlord and Tenant, is hereby made a part of this Lease, and its provisions
shall control in the event of a conflict with the provisions contained in this
Lease.

     46.  Rules and Regulations. The rules and regulations in regard to the
          ---------------------                                              
Building, annexed hereto, and all reasonable rules and regulations which
Landlord may hereafter, from time to time, adopt and promulgate for the
government and management of said Building, are hereby

                                      -16-

<PAGE>
 
made a part of this Lease and shall, during the said term, be observed and
performed by Tenant, his agents, employees and invitees, and enforced by
Landlord in a non-discriminatory manner.

     47.  Quiet Enjoyment. Tenant, upon payment in full of the required Rent and
          ---------------                                                       
full performance of the terms, conditions, covenants and agreements contained in
this Lease, shall peaceably and quietly have, hold and enjoy the Premises during
the term hereof. Landlord shall not be responsible for the acts or omissions of
any other tenant, Tenant or third party that may interfere with Tenant's use and
enjoyment of the Premises.

     48.  Entire Agreement. This Lease contains the entire agreement of the
          ----------------                                                     
parties and no representations, inducements, promises or agreements, oral or
otherwise, between the parties not embodied herein shall be of any force or
effect.

     49.  Limitation of Liability. Landlord's obligations and liability with
          -----------------------                                              
respect to this Lease shall be limited solely to Landlord's interest in the
Building, as such interest is constituted from time to time, and neither
Landlord nor any partner of Landlord, or any officer, director, shareholder, or
partner of any partner of Landlord, shall have any personal liability whatsoever
with respect to this Lease.

     50.  Submission of Agreement. Submission of this Lease to Tenant for
          -----------------------                                          
signature does not constitute a reservation of space or an option to acquire a
right of entry. This Lease is not binding or effective until execution by and
delivery to both Landlord and Tenant.

     51.  Authority. Each of the persons executing this Lease on behalf of
          ---------                                                         
Tenant does hereby personally represent and warrant that Tenant is a duly
organized and validly existing corporation, that Tenant is qualified to do
business in the State of Georgia, that Tenant has full right, power and
authority to enter into this Lease, and that each person signing on behalf of
Tenant is authorized to do so.

     52.  Intentionally omitted.

     53.  Broker Disclosure. Landlord represents that it has dealt with no
broker in connection with this Lease. Landlord agrees that, if any broker makes
a claim for a commission based upon the actions of Landlord, Landlord shall
indemnify, defend and hold Tenant harmless from any such claim. Tenant
represents that it has dealt with no broker in connection with the Lease. Tenant
agrees that, if any other broker makes a claim for a commission based upon the
actions of Tenant, Tenant shall indemnify, defend and hold Landlord harmless
from any such claim.

     54.  Notices. Any notice which is required or permitted to be given by
          -------                                                             
either party under this Lease shall be in writing and must be given only by
certified mail, return receipt requested, by hand delivery or by nationally
recognized overnight courier service at the addresses set forth below. Any such
notice shall be deemed given on the date sent or deposited for delivery in
accordance with one of the permitted methods described above. The time period
for responding to any such notice shall begin on the date the notice is actually
received, but refusal to accept delivery or inability to accomplish delivery
because the party can no longer be found at the then current notice address,
shall be deemed receipt. Either party may change its notice address by notice to
the other party in accordance with the terms of this Section 54. The following
are the initial notice addresses for each party:

                                      -17-

<PAGE>
 
Landlord's Notice Address:         National Data Corporation
                                   National Data Plaza
                                   Atlanta, Georgia 30329-2010
                                   Attention: Director of Real Estate

With a copy to:                    National Data Corporation
                                   National Data Plaza
                                   Atlanta, Georgia 30329-2010
                                   Attention: Corporate Secretary

Tenant's Notice Address:           Global Payments Inc.
                                   4 Corporate Square
                                   Atlanta, Georgia 30329
                                   Attention: Real Estate

With a copy to:                    Global Payments Inc.
                                   4 Corporate Square
                                   Atlanta, Georgia 30329
                                   Attention: Corporate Secretary

     55.  Force Majeure. In the event of a strike, lockout, labor trouble, civil
          -------------                                                      
commotion, an act of God, or any other event beyond Landlord's control (a "force
majeure event") which results in the Landlord being unable to timely perform its
obligations hereunder to repair the Premises, provide services, or complete Work
(as provided in Exhibit "B"), so long as Landlord diligently proceeds to perform
such obligations after the end of the force majeure event, Landlord shall not be
in breach hereunder, this Lease shall not terminate, and Tenant's obligation to
pay any Base Rent, Additional Rent, or any other charges and sums due and
payable shall not be excused.

     56.  Special Stipulations. The Special Stipulations, if conflicting, if
          --------------------   
any, attached hereto as Exhibit "D" are modifications to the terms of this
                        -----------                                        
Lease and such Special Stipulation shall control in the event of any conflict
with the other provisions of this Lease or any exhibits hereto.

     IN WITNESS WHEREOF, the parties herein have hereunto set their hands and
seals, the day and year first above written.

                                      -18-

<PAGE>
 
                                            LANDLORD:
 
                                            NATIONAL DATA CORPORATION
 
 
                                            By:___________________________
                                               Title:_____________________
 
 
                                            Attest:_______________________
                                               Title:_____________________
 
                                                         (CORPORATE SEAL)
 
                                            TENANT:
 
                                            GLOBAL PAYMENTS INC., a Georgia 
                                            corporation
 
 
                                            By:___________________________
                                               Title:_____________________
 
 
                                            Attest:_______________________
                                               Title:_____________________
 
                                                         (CORPORATE SEAL)

                                      -19-

<PAGE>
 
                             RULES AND REGULATIONS


     1.   The sidewalks, entry passages, corridors, halls, elevators and
stairways shall not be obstructed by Tenants or used by them for any purpose
other than those of ingress and egress. The floors, skylights and windows that
reflect or admit light into any place in said building shall not be covered or
obstructed by Tenants. The toilets, drains and other water apparatus shall not
be used for any other purpose than those for which they were constructed and no
sweepings, rubbish or other obstructing substances shall be thrown therein.

     2.   No advertisement or other notice shall be inscribed, painted or
affixed on any part of the outside or inside of said building, except upon the
doors, and of such order, size and style, and at such places, as shall be
approved and designated by Landlord. Interior signs on doors will be ordered for
tenants by Landlord, the cost thereof to be charged to and paid for by Tenants.

     3.   Tenant shall not do or permit to be done in its Premises, or bring or
keep anything therein, which shall in any way increase the rate of insurance
carried by Landlord on the Building, or on the Property, or obstruct or
interfere with the rights of other tenants or in any way injure or annoy them,
or violate any applicable laws, codes or regulations. Tenants, agents, employees
or invitees shall maintain order in the Premises and the Building, shall not
make or permit any improper noise in the Premises or the Building or interfere
in any way with other tenants, tenants or those having business with them.
Nothing shall be thrown by tenants, their clerks or servants, out of the windows
or doors, or down the passages or skylights of the Building. No rooms shall be
occupied or used as sleeping or lodging apartments at any time. No part of the
Building shall be used or in any way appropriated for gambling, immoral or other
unlawful practices, and no intoxicating liquor or liquors shall be sold in the
Building.

     4.   Tenants shall not employ any persons other than the janitors of
Landlord (who will be provided with pass-keys into the offices) for the purpose
of cleaning or taking charge of the Premises, except as may be specifically
provided otherwise in the Lease.

     5.   No animals, birds, bicycles or other vehicles shall be allowed in the
offices, halls, corridors, elevators or elsewhere in the Building, without the
approval of Landlord.

     6.   No connections shall be made in the electric wires or gas or electric
fixtures, without the consent in writing on each occasion of Landlord. All
glass, locks and trimmings in or upon the doors and windows of the Building
shall be kept whole and, when any part thereof shall be broken by Tenant or
Tenant's agent, the same shall be immediately replaced or repaired by Tenant
(subject to Tenant's compliance with Section 12 of the Lease) and put in order
under the direction and to the satisfaction of Landlord, or its agents, and
shall be kept whole and in good repair. Tenants shall not injure, overload, or
deface the Building, the woodwork or the walls of the Premises, nor carry on
upon the Premises any noxious, noisy or offensive business.

     7.   A reasonable number of keys will be furnished tenants without charge.
No additional locks or latches shall be put upon any door without the written
consent of Landlord. tenants, at the termination of their Lease, shall return to
Landlord all keys to doors in the Building.

     8.   The use of burning fluid, camphene, benzine, kerosene or anything
except gas or electricity, for lighting the Premises, is prohibited. No
offensive gases or liquids will be

                                      -20-

<PAGE>
 
permitted.

     9.   All wiring and cabling work shall be done only by contractors approved
in advance by Landlord and Landlord shall have the right to have all such work
supervised by Building engineering/maintenance personnel.

     10.  Landlord has security personnel for the Buildings, and every person
entering or leaving the Buildings may be questioned by such personnel as to the
visitor's business in the Buildings and shall sign his or her name on a form
provided by the Buildings for so registering such persons. Landlord shall have
no liability with respect to breaches of the Buildings security, if any.

                                      -21-

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

                                   PROPERTY

                          [INSERT LEGAL DESCRIPTION]

<PAGE>
 
                                  EXHIBIT "B"
                                  ---------- 
                                 (WORK LETTER)


     To induce Tenant to enter into the Lease (to which this Exhibit B is
attached) and in consideration of the mutual covenants hereinafter contained,
Landlord and Tenant agree as follows:

     1.   Landlord shall build out the 2/nd/ floor of the Premises substantially
in accordance with the preliminary plans and specifications and/or preliminary
floor plans set forth on Exhibit B attached hereto and incorporated herein (the
                         ---------
"Preliminary Plans"; the work contemplated by the Preliminary Plans being
referred to herein as the "Work"). Tenant shall otherwise accept the Premises in
their AS IS condition. Within thirty (30) days after the date of the Lease,
Landlord shall prepare and submit to Tenant a set of plans and specifications
and/or construction drawings (collectively, the "Plans and Specifications")
based on the Preliminary Plans. Tenant shall have five (5) business days after
receipt of the Plans and Specifications in which to review and to give to
Landlord written notice of its approval of the Plans and Specifications or its
requested changes to the Plans and Specifications. Tenant shall have no right to
request any changes to the Plans and Specifications which would materially alter
either the Premises or the exterior appearance or basic nature of the Building,
as the same are contemplated by the Preliminary Plans. If Tenant fails to
approve or request changes to the Plans and Specifications by five (5) business
days after its receipt thereof, then Tenant shall be deemed to have approved the
Plans and Specifications and the same shall thereupon be final. If Tenant
requests any changes to the Plans and Specifications, Landlord shall make those
changes which are reasonably requested by Tenant and shall within ten (10) days
of its receipt of such request submit the revised portion of the Plans and
Specifications to Tenant. Tenant may not thereafter disapprove the revised
portions of the Plans and Specifications unless Landlord has unreasonably failed
to incorporate reasonable comments of Tenant and, subject to the foregoing, the
Plans and Specifications, as modified by said revisions, shall be deemed to be
final upon the submission of said revisions to Tenant. Tenant shall at all times
in its review of the Plans and Specifications, and of any revisions thereto, act
reasonably and in good faith. After Tenant has approved the Plans and
Specifications or the Plans and Specifications have otherwise been finalized
pursuant to the procedures set forth hereinabove, any subsequent changes to the
Plans and Specifications requested by Tenant shall be at Tenant's sole cost and
expense and subject to Landlord's written approval, which approval shall not be
unreasonably withheld, conditioned or delayed. Landlord shall use reasonable
speed and diligence to "Substantially Complete" the Work.

     2.   Any other work desired by Tenant, and approved by Landlord (which
approval shall not be unreasonably withheld), shall be performed by Landlord or
Landlord's contractors, unless Landlord otherwise consents in writing.  If
Tenant desires any work in addition to the Work described in Section 1 hereof
("Additional Work"), Tenant shall submit to Landlord or Landlord's agent (at
Tenant's sole cost and expense) the necessary drawings, plans and specifications
for the Additional Work within five (5) days of the date of the Lease.  Prior to
commencing any such Additional Work requested by Tenant, Landlord or Landlord's
agent shall submit to Tenant a written estimate of the cost of such Additional
Work.  If Tenant shall fail to approve said estimate within seven (7) days from
the receipt thereof, the same shall be deemed disapproved in all respects by
Tenant and Landlord shall not be authorized to proceed thereon.  If Tenant
desires any changes in the Additional Work after having approved the initial
plans and 

<PAGE>
 
cost estimate, Tenant shall be required to sign such field order changes
requested by Landlord or Landlord's contractors or agents to evidence any such
change desired by Tenant. Tenant acknowledges that no cost estimate will be
given for any changes in the Additional Work after the initial cost estimate has
been approved by Tenant, and Tenant shall be responsible for any and all costs
associated with any such change. The Allowance shall be applied toward the cost
of the Work and the excess, if any, toward the Additional Work. Any costs of the
Work and Additional Work in excess of the Allowance specified in the Lease shall
be due and payable from Tenant to Landlord as provided in Section 45 of the
Lease.

     3.   For purposes of this Lease, the term "Substantial Completion" (or any
variation thereof) shall mean completion of construction of the Work in
accordance with the Plans and Specifications, subject only to Punchlist items
established as hereinafter set forth, so that Tenant can lawfully occupy and
conduct its business on the 2/nd/ floor of the Premises, as established by the
delivery by Landlord to Tenant of a certificate of occupancy (or temporary
certificate of occupancy or its equivalent) for the 2/nd/ floor of the Premises
issued by the appropriate governmental authority, if a certificate is so
required by a governmental authority (and if it is not so required, then
"Substantial Completion" shall be evidenced by a Certificate of Substantial
Completion on standard AIA Form G-704 certified by Landlord's architect).  If
the Substantial Completion of the Work by Landlord is delayed due to any act or
omission of Tenant or Tenant's representatives, including any delays by Tenant
in the submission of plans, drawings, specifications or other information or in
approving any drawings or estimates or in giving any authorization or approval,
the Work shall be deemed Substantially Completed on the date when they would
have been Substantially Complete but for such delay.  Upon Substantial
Completion of the Work, a representative of Landlord and a representative of
Tenant together shall inspect the Work and generate a punchlist of defective or
uncompleted items relating to the completion of the Work (the "Punchlist"),
which Punchlist shall be incorporated into the certificate to be executed and
delivered by each of the parties upon such Substantial Completion in the form
attached hereto as Exhibit "E" (the "Completion Certificate").  Landlord shall,
within a reasonable time after the Punchlist is prepared and agreed upon by
Landlord and Tenant (and such certificate is executed and delivered by tenant as
aforesaid), complete such incomplete work and remedy such defective work as is
set forth on the Punchlist.  All construction work performed by Landlord shall
be deemed approved by Tenant in all respects except for items of said work which
are not completed or do not conform to the Plans and Specifications and which
are included on the Punchlist upon the execution and delivery of the Completion
Certificate.

<PAGE>
 
                                  EXHIBIT "C"
                                  ---------- 


                INITIAL ACKNOWLEDGMENT, ACCEPTANCE AND AMENDMENT


     Tenant hereby acknowledges that the Premises demised pursuant to the Lease
to which this Exhibit "C" is attached (the "Lease"), and all tenant finish items
to be completed by the Landlord, or Landlord's contractors, have been
satisfactorily completed in every respect, except for the Work to be performed
pursuant to Exhibit B to the Lease, and Tenant hereby accepts said Premises in
its current "AS IS" condition (notwithstanding such work to be performed
pursuant to Exhibit B to the Lease) and sufficient for the uses intended as set
forth in the Lease.  Possession of the Premises is hereby delivered to Tenant,
and any damages to walls, ceilings, floors or existing work, except for any
damages caused by Landlord or Landlord's contractors in completing the Work,
shall be the sole responsibility of Tenant.

     If any improvements or tenant finishes are to be constructed or installed
by Tenant or Tenant's contractors, as previously approved by Landlord, Tenant
hereby agrees to indemnify and hold harmless Landlord from and against any
claims, demands, loss or damage Landlord may suffer or sustain as a result of
such work by Tenant or Tenant's contractors, including, without limitation, any
claim of lien which may be filed against the Premises as a result of such work
by Tenant's contractors or representatives.  In the event any such claim of lien
is filed against Landlord's property by any contractor, laborer or materialman
performing work on the Premises at Tenant's direction, Tenant agrees to cause
such lien to be discharged, by payment of the claim or bond, within ten (10)
days of receipt of demand by Landlord.

     Tenant and Landlord hereby further acknowledge and agree as follows:

1.   The Commencement Date (as defined in the Lease) is __________________,
2000.

2.   The exact rentable square feet contained within the Premises is 87,708
square feet.

3.   The initial Base Rent payable under the Lease is $1,723,462.20, payable in
equal monthly installments as provided in the Lease.

4.   Rent under the Lease will commence as of the Commencement Date.

<PAGE>
 
5.   This Acknowledgment, Acceptance and Amendment, when executed by Landlord
and Tenant, shall be attached to and shall become a part of the Lease.  If any
provision contained herein conflicts with any provision of the Lease, the
provisions hereof shall supersede and control, and the Lease shall be deemed
modified and amended to conform with the provisions hereof.


6.   Other agreements or modifications:
     --------------------------------- 



     IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands and
seals, this _______ day of _________________, 2000.

TENANT:                                        LANDLORD:
------                                         --------
 
GLOBAL PAYMENTS INC.                           NATIONAL DATA CORPORATION
 
 
 
By:______________________                      By:______________________
     Title:______________                           Title:______________
 
 
 
Attest:__________________                      Attest:__________________
     Title:______________                           Title:______________
 
 
       [CORPORATE SEAL]                               [CORPORATE SEAL]

<PAGE>
 
                                  EXHIBIT "D"

                             SPECIAL STIPULATIONS

None.

<PAGE>
 
                                  EXHIBIT "E"
                                  ---------- 

                        WORK COMPLETION ACKNOWLEDGMENT,
                           ACCEPTANCE AND AMENDMENT


     Tenant hereby acknowledges that the Premises demised pursuant to the Lease
to which this Exhibit "E" is attached (the "Lease"), and all tenant finish items
to be completed by the Landlord, or Landlord's contractors, including, without
limitation, the Work to be performed by Landlord in accordance with Exhibit "B"
of the Lease, have been satisfactorily completed in every respect, except for
the punchlist items set forth below, and Tenant hereby accepts said Premises and
Work as substantially complete and ready for the uses intended as set forth in
the Lease.  Landlord shall complete the punchlist items, if any, as soon as is
reasonably possible.  Possession of the second floor of the Premises is hereby
delivered to Tenant, and any damages to walls, ceilings, floors or existing work
therein, except for any damages caused by Landlord or Landlord's contractors in
completing any punchlist items, shall be the sole responsibility of Tenant.

     If any improvements or tenant finishes are to be constructed or installed
by Tenant or Tenant's contractors, as previously approved by Landlord, Tenant
hereby agrees to indemnify and hold harmless Landlord from and against any
claims, demands, loss or damage Landlord may suffer or sustain as a result of
such work by Tenant or Tenant's contractors, including, without limitation, any
claim of lien which may be filed against the Premises as a result of such work
by Tenant's contractors or representatives.  In the event any such claim of lien
is filed against Landlord's property by any contractor, laborer or materialman
performing work on the Premises at Tenant's direction, Tenant agrees to cause
such lien to be discharged, by payment of the claim or bond, within thirty (30)
days of receipt of demand by Landlord.

     Tenant and Landlord hereby further acknowledge and agree as follows:

1.   The following punch list items are all that remain to be completed by
Landlord or Landlord's contractor:




2.   This Acknowledgment, Acceptance and Amendment, when executed by Landlord
and Tenant, shall be attached to and shall become a part of the Lease.  If any
provision contained herein conflicts with any provision of the Lease, the
provisions hereof shall supersede and control, and the Lease shall be deemed
modified and amended to conform with the provisions hereof.


3.   Other agreements or modifications:
     --------------------------------- 

<PAGE>
 
     IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands and
seals, this _______ day of _________________, 20__.

TENANT:                                        LANDLORD:
------                                         --------
 
GLOBAL PAYMENTS INC.                           NATIONAL DATA CORPORATION
 
 
 
By:______________________                      By:______________________
     Title:______________                           Title:______________
 
 
 
Attest:__________________                      Attest:__________________
     Title:______________                           Title:______________
 
 
       [CORPORATE SEAL]                               [CORPORATE SEAL]

<PAGE>
 
                                  EXHIBIT "F"
                                  ---------- 

   

-----------------------------------------------------------------------
                                  Schedule F
                                  ----------


                              Annual Budget      RSF      Price per RSF
                              -------------      ---      -------------

Building I                    $  836,825       208,071        $ 4.02
Building II                   $  870,293       208,071        $ 4.18
Admin Services                $1,000,144       208,071        $ 4.81
Property Tax                  $  171,883       208,071        $ 0.83
Insurance                     $  183,252       208,071        $ 0.88
                              -----------------------------------------
Full Service                  $3,062,397       208,071        $14.72

Premium Electric              $  310,000       208,071        $ 1.49
Premium Security              $  716,578       208,071        $ 3.44
                              -----------------------------------------
Total Rent                    $4,088,975       208,071        $19.65
-----------------------------------------------------------------------

Notes:  1. Building I Property Tax is $56,452
        2. Building II Property Tax is $115,431
        3. Building I Insurance is $87,961
        4. Building II Insurance is $95,291


    

<PAGE>
 
                                  EXHIBIT "G"
                                  ---------- 

                                 FORM OF SNDA



<PAGE>
 
                                                                    EXHIBIT 10.8

                                    FORM OF
                         TRANSITION SUPPORT AGREEMENT


     This TRANSITION SUPPORT AGREEMENT is executed and made effective as of
_____________, 2000, between National Data Corporation, a Delaware corporation
("NDC"), and Global Payments Inc., a Georgia corporation ("Global Payments").

                                  BACKGROUND
   
     A.  The Board of Directors of NDC has determined that it is in the best
interests of NDC and its shareholders for NDC to transfer and assign to Global
Payments the capital stock of National Data Payment Systems, Inc., Global
Payment Holding Company, NDC Holdings (UK) Ltd., Merchant Services U.S.A. and
their respective subsidiaries (the "NDC eCommerce Subsidiaries") that hold all
of the assets and liabilities that currently constitute NDC's eCommerce business
and a 0.85% general partnership interest in GPS Holding Limited Partnership as a
contribution to the capital of Global Payments and to receive in exchange
therefor shares of Global Payments common stock, and to thereafter make a
distribution (the "Distribution") to the holders of NDC common stock of all of
the outstanding shares of Global Payments common stock at the rate of 
eight-tenths (0.8) of a share of Global Payments common stock for every one
share of NDC common stock outstanding pursuant
 to a Distribution Agreement,
dated as of the date hereof, between NDC and Global Payments (the "Distribution
Agreement");    

     B.  The parties intend that the agreements contained herein will be
effective at the Effective Time (as defined in the Distribution Agreement); and

     C.  The parties hereto deem it to be appropriate and in the best interests
of the parties that they provide certain services to each other on the terms and
conditions set forth herein;

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

                                   ARTICLE I


         Description of Services.

         (a) NDC shall, subject to the terms and provisions of this Agreement:
(i) provide Global Payments with general services of a financial, technical,
commercial, administrative and/or advisory nature as set forth on Exhibits A
                                                                  ----------
through _____ hereto and (ii) render such other specific services as Global
Payments may from time to time reasonably request, subject to NDC's sole
discretion and its being in a position to supply such additional services at the
time of such request.

<PAGE>
 
         (b)  Global Payments shall, subject to the terms and provisions of this
Agreement: (i) provide NDC with services as set forth on Exhibit hereto and (ii)
                                                         -------
render such other services as NDC may from time to time reasonably request,
subject to Global Payments' sole discretion and its being in a position to
supply such additional services at the time of the request.

     Each of NDC and Global Payments, as the case may be, shall use commercially
reasonable efforts to provide the services described in the exhibits hereto and
to transition from using the services provided by the other under this Agreement
on or prior to the termination of the term for the provision of such services.
Additionally, each of NDC and Global Payments agree that they shall use
commercially reasonable efforts to assist, as necessary, in the development of
the respective transition plans described in the exhibits hereto and shall
provide assistance and training to the other as may be necessary to assure a
smooth and orderly transition.
   
     2.  Consideration for Services.  Global Payments shall pay NDC for all the
         --------------------------                                            
services described on Exhibits A through ______ and NDC shall pay Global
                      ----------                                        
Payments for all the services described on Exhibit ___ at the rates specified in
                                           -----------
each such exhibit.

     3.  Terms of Payment.  Except as otherwise set forth on a particular 
         ----------------
exhibit hereto, within fifteen (15) business days after the end of each month
during the term of this Agreement, each party providing services pursuant to
this Agreement ("Provider") will submit a written invoice to the party receiving
such services ("Recipient") for service fees for the immediately preceding month
together with an accounting of the charges for the immediately preceding month's
services. Recipient agrees to pay Provider all costs allocated to it in
accordance with this Agreement and all other charges that Provider is entitled
to charge pursuant to this Agreement by wire transfer to a bank account
designated by Provider electronically at the time of Recipient's receipt of an
invoice as provided in this Section 3. If any portion of an amount due to
Provider under this Agreement is subject to a dispute between the parties,
Recipient shall nonetheless pay and remit to Provider on the date such amount is
due all amounts not disputed in good faith by Recipient. Interest shall accrue
at a rate of 8% per annum on any amounts not received by Provider within one (1)
business day after receipt by Receiver of the invoice. The amount of any monthly
service fee shall be prorated to correspond with the portion of a given month
for which services were actually rendered.    

     4.  Method of Payment.  All amounts payable by Global Payments and NDC for
         -----------------                                                     
the services rendered by the other pursuant to their Agreement shall be remitted
to NDC or Global Payments, as the case may be, in United States dollars in the
form of a wire transfer.

     5.  WARRANTIES.  THIS IS A SERVICE AGREEMENT.  EXCEPT AS EXPRESSLY STATED
         ----------                                                           
IN THIS AGREEMENT, THERE ARE NO EXPRESS WARRANTIES OR GUARANTIES, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR
A PARTICULAR PURPOSE.

                                      -2-

<PAGE>
 
     6.  Liability; Indemnification; Dispute Resolution.
         ---------------------------------------------- 

         (a) In no event shall either NDC or Global Payments have any liability,
whether based on contract, tort (including, without limitation, negligence),
warranty or any other legal or equitable grounds, for any punitive,
consequential, special, indirect or incidental loss or damage suffered by the
other arising from or related to this Agreement, including without limitation,
loss of data, profits, interest or revenue, or interruption of business, even if
the party providing the services hereunder is advised of the possibility of such
losses or damages.

         (b) The limitations set forth in Section 6(a) above shall not apply to
liabilities which may arise as the result of willful misconduct or gross
negligence of the party providing the services hereunder.

         (c) Effective as of the date of this Agreement, Global Payments shall
indemnify, defend and hold harmless NDC and its affiliates and their respective
directors, officers, employees and agents (the "NDC Indemnitees") from and
against any and all damage, loss, liability and expense (including, without
limitation, reasonable expenses of investigation and reasonable attorneys' fees
and expenses in connection with any and all actions or threatened actions)
("Indemnifiable Losses") incurred or suffered by any of the NDC Indemnitees
arising from, related to or associated with (i) NDC's furnishing or failure to
furnish the services provided for in this Agreement, other than liabilities
arising out of the willful misconduct or gross negligence of the NDC Indemnitees
and (ii) the gross negligence or willful misconduct of Global Payments in
furnishing or failing to furnish the services to be provided by Global Payments
in this Agreement, provided however, in no event shall Global Payments be
                   ----------------                                      
obligated to indemnify the NDC Indemnitees (taken together) under this Section
6(c) for Indemnifiable Losses arising out of Global Payments' gross negligence
in an amount in excess of three times the service fee charged for the category
of service related to the Indemnifiable Loss in the month in which the act or
failure to act by Global Payments that gave rise to such Indemnifiable Loss
occurs.

         (d) Effective as of the date of this Agreement, NDC shall indemnify,
defend and hold harmless Global Payments and its affiliates and their respective
directors, officers, employees and agents (the "Global Payments Indemnitees")
from and against any and all Indemnifiable Losses incurred or suffered by any of
the Global Payments Indemnitees arising from, related to or associated with (i)
Global Payments' furnishing or failure to furnish the services provided for in
this Agreement, other than liabilities arising out of the willful misconduct or
gross negligence of the Global Payments Indemnitees, and (ii) the gross
negligence or willful misconduct of NDC in furnishing or failing to furnish the
services to be provided by NDC to Global Payments in this Agreement, provided
                                                                     --------
however, in no event shall NDC be obligated to indemnify the Global Payments
-------                                                                     
Indemnitees (taken together) under this Section 6(d) for Indemnifiable Losses
arising out of NDC's gross negligence in an amount in excess of three times the
service fee charged for the category of service related to the Indemnifiable
Loss in the month in which the act or failure to act by NDC that gave rise to
such Indemnifiable Loss occurs.

                                      -3-

<PAGE>
 
          (e) Any disputes arising under this Agreement shall be resolved in
accordance with Section 15.02 of the Distribution Agreement.

     7.   Termination.
          ----------- 

          (a) Each category of service provided under this Agreement shall
terminate at the end of the period set forth on the Exhibit describing such
service.

          (b) Notwithstanding Section 7(a) above, except as otherwise set forth
on a particular exhibit hereto, either NDC or Global Payments may, at its
option, upon no less than sixty (60) days prior written notice to the other (or
such other period as the parties may mutually agree in writing or provide with
respect to any services in any Exhibit hereto), direct the other to no longer
provide a particular category of service.

          (c) Notwithstanding Sections 7(a) and 7(b) above, except as otherwise
set forth on a particular exhibit, this Agreement may be terminated in its
entirety in accordance with the following:

              (i)    Upon written agreement of the parties;

              (ii)   By either Global Payments or NDC for material breach by the
     other of any of the terms hereof if the breach is not cured within thirty
     (30) calendar days after written notice of breach is delivered to the
     breaching party;

              (iii)  By either Global Payments or NDC, upon written notice to
     the other if the other shall become insolvent or shall make an assignment
     of substantially all of its assets for the benefit of creditors, or shall
     be placed in receivership, reorganization, liquidation or bankruptcy;

              (iv)   By NDC, upon written notice to Global Payments, if, for any
     reason, the ownership or control of Global Payments or any of Global
     Payments' operations, becomes vested in, or is made subject to the control
     or direction of, any direct competitor of NDC, but such termination shall
     be applicable only with respect to services provided by NDC to the portion
     of Global Payments' businesses that has been affected by the change in
     control.

              (v)    By Global Payments, upon written notice to NDC, if for any
     reason, the ownership or control of NDC or any of NDC's operations becomes
     vested in, or is made subject to the control or direction of, any direct
     competitor of Global Payments, but such termination shall be applicable
     only with respect to services provided by Global Payments to the portion of
     NDC's business that has been affected by the change in control.

         (d) Upon any termination pursuant to Sections 7(b) and 7(c) above, NDC
and Global Payments shall be compensated for all services performed to the date
of termination in

                                      -4-

<PAGE>
 
accordance with the provisions of this Agreement, and NDC and Global Payments,
as the case may be, will consider hiring certain employees of the other
identified by the other prior to the termination to the extent that NDC or
Global Payments, as the case may be, does not contract with third parties to
provide the services rendered by NDC or Global Payments pursuant to this
Agreement.

     8.   Amendment.  This Agreement may be modified or amended only by the
          ---------                                                        
agreement of the parties hereto in writing, duly executed by the authorized
representatives of each party.

     9.   Force Majeure.  Any delays in or failure of performance by NDC or
          -------------                                                    
Global Payments shall not constitute a default hereunder if and to the extent
such delay or failure of performance is caused by occurrences beyond the
reasonable control of NDC or Global Payments, as the case may be, including, but
not limited to: acts of God or the public enemy; compliance with any order or
request of any governmental authority; acts of war; riots or strikes or other
concerted acts of personnel; or any other causes beyond the reasonable control
of NDC or Global Payments, whether or not of the same class or kind as those
specifically named above.

     10.  Assignment.  This Agreement shall not be assignable by either party
          ----------                                                         
hereto without the prior written consent of the other party hereto; provided,
however, that either party may assign its rights, but not its obligations, under
this Agreement in connection with the transfer of all or substantially all of
the assets of the business of such party to which this Agreement relates. When
duly assigned in accordance with the foregoing, this Agreement shall be binding
upon and shall inure to the benefit of the assignee.

     11.  Confidentiality.  Each party (as "Receiving Party")shall hold and
          ---------------                                                  
cause its directors, officers, employees, agents, consultants and advisors to
hold, in strict confidence, unless compelled to disclose by judicial or
administrative process or, in the opinion of its counsel, by other requirements
of law, all information concerning the other party (as "Disclosing Party")
(except to the extent that such information can be shown to have been (a) in the
public domain through no fault of the Receiving Party (b) later lawfully
acquired after the Effective Time on a non-confidential basis from other sources
by the Receiving Party, or (c) was independently developed by the Receiving
Party, as shown by the written business records of the Receiving Party, without
use of any other information subject to the terms of this Agreement), and
neither party shall release or disclose such information to any other person,
except its auditors, attorneys, financial advisors, bankers and other
consultants and advisors who shall be advised of the provisions of this Section
11 and be bound by them.

     12.  Notices.  All notices and communications under this Agreement shall be
          -------                                                               
deemed to have been given (a) when received, if such notice or communication is
delivered by hand delivery or overnight courier, and (b) three (3) business days
after mailing or upon receipt, if earlier, if such notice or communication is
sent by United States registered or certified mail, return receipt requested,
first class postage prepaid.  All notices and communications, to be effective,
must be properly addressed to the party to whom the same is directed at its
address as follows:

                                      -5-

<PAGE>
 
               If to NDC, to:

                   National Data Corporation
                   National Data Plaza
                   Atlanta, Georgia 30329-2010
                   Attention: General Counsel
 

               If to Global Payments, to:
   
                  Global Payments Inc.
                  4 Corporate Boulevard, N.E.
                  Atlanta, Georgia 30329-2010
                  Attention: General Counsel
    
Either party may, by written notice delivered to the other party in accordance
with this Section 12, change the address to which delivery of any notice shall
thereafter be made.

     13.  Waiver.  The failure of either party at any time or times to enforce
          ------                                                              
or require performance of any provision hereof shall in no way operate as a
waiver or affect the right of such party at a later time to enforce the same.

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

     15.  Third Party Agreements.  NDC and Global Payments recognize that
          ----------------------                                         
certain technology support services described in the exhibits hereto are
provided by third party contractors under specific third party agreements
("Third Party Agreements").  NDC and Global Payments further recognize that the
Third Party Agreements may have been entered into by either NDC or Global
Payments and that the other receives technology support services as a result of
the Third Party Agreements.  NDC and Global Payments shall use their respective
commercially reasonable efforts to cause the third party providers to continue
to provide the technology support to the other under the terms of the Third
Party Agreements as in effect as at the Effective Time.

     16.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN
          -------------                                                         
ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA.

     17.  Counterparts.  This Agreement may be executed in separate
          ------------                                             
counterparts, each of which, when so executed, shall be deemed to be an original
and all of which, when taken together, shall constitute but one and the same
agreement.

                                      -6-

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

                         NATIONAL DATA CORPORATION



                         By:____________________________
                         Name:
                         Title:


   
                         GLOBAL PAYMENTS INC.       



                         By:
                         Name:__________________________
                         Title:

                                      -7-

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

                                  TAX SERVICES

     1.  Services.  NDC will provide tax services as described on Schedule A-1
         --------                                   
attached to this Exhibit A.
                 --------- 

     2.  Cost.  Global Payments shall pay NDC for the above services at the
         ----                                                              
rates set forth on Schedule A-1, on a monthly basis; provided however, that if
                                                     -------- -------         
any employee(s) of NDC performing any service(s) listed on Schedule A-1 attached
to this Exhibit A is hired by Global Payments to perform such service(s) for
        ---------                                                           
Global Payments after the Effective Date, the rate for such service(s) shown on
Schedule A-1 attached to this Exhibit A shall be reduced by the corresponding
                              ---------                                      
decrease in costs to NDC (including salaries, benefits and target bonuses for
such employee(s)) resulting from Global Payments' employment of such
employee(s).


APPROVED:

NATIONAL DATA CORPORATION


By:______________________


GLOBAL PAYMENTS INC.


By:______________________

<PAGE>
 
                                 SCHEDULE A-1
                                 ------------


Tax Department Services

     Beginning on the Distribution Date and continuing through March 31, 2001,
unless Global Payments shall sooner request that they be terminated, NDC shall
continue to provide for Global Payments those tax department services that NDC's
tax department has historically performed for NDC as a whole, including its
eCommerce business. Such services shall include, but not be limited to, the
following:

     Tax compliance and tax planning services related to the preparation of the
May 31, 2000 federal, state, and foreign income tax returns.

     Tax compliance services related to the preparation of any real and personal
property tax returns as needed.

     Assistance with the preparation of any sales tax returns if needed.
(eCommerce sales tax returns are currently prepared directly by eCommerce staff)

     Assistance related to any federal and state income tax, sales tax or
property tax audits.

     Assistance with tax planning related to acquisitions or divestitures.

     NDC shall cause its employees and contractors performing the tax services
described on this Schedule A-1 to maintain reasonably accurate records as to the
portion of their time spent on tax matters for Global Payments. Each month
Global Payments shall pay NDC for such services an amount equal to NDC's Fully
Loaded Cost, as such term is defined below, for a fraction of such employee or
contractor, which fraction shall equal the fraction of such employee's or
contractor's time devoted to matters for Global Payments during the month, plus
reimbursement of all out of pocket costs paid to third parties in connection
with the performance of such services.

     Fully Loaded Cost means the allocable portion of the wages, employee
benefits, incentives and other payments to NDC employees and contractors,
including occupancy costs related to such employees and contractors and the
allocable portions of any direct variable cost and fixed operating cost incurred
by NDC in supplying the services all determined in a manner consistent with
NDC's historical cost accounting practices.

     Global Payments may terminate this Agreement with respect to any or all
services being performed by NDC's tax department for Global Payments pursuant to
this Schedule A-1 upon not less than sixty (60) days advance notice given as
provided in this Agreement. Following the effective date of Global Payments'
election to terminate all or

<PAGE>
 
any portion of the services to be provided pursuant to this Schedule A-1, NDC
shall have no further obligation to Global Payments to provide any of the
services so terminated.

                                      -2-

<PAGE>
 
                                   EXHIBIT B
                                   ---------

                                SUPPORT SERVICES


     1.  Services.  NDC will provide those support services of the types set
         --------                                                       
forth in the Service Level Agreement attached hereto as Schedule B-1 to this
Exhibit B.
--------- 

     2.  Cooperation.  Global Payments and NDC shall cooperate in the temporary
         -----------                                                 
use of space by the other at their respective headquarters sites as described in
Schedule B-1 to this Exhibit B.
                     --------- 


APPROVED:

NATIONAL DATA CORPORATION


By:______________________


GLOBAL PAYMENTS INC.


By:______________________

<PAGE>
 
                                 SCHEDULE B-1

Stock Option Support
--------------------

     Beginning on the Distribution Date and continuing for a period of six (6)
months, NDC shall provide the services of Ms. B.J. Purcell, or any successor to
Ms. B.J. Purcell at NDC for the purpose of handling recordkeeping regarding
stock options granted or to be granted by Global Payments to its employees,
officers, directors or consultants. Such services shall include, but not be
limited to, the following:

     NDC shall cause the employee or contractor performing such stock option
support services to maintain reasonably accurate records as to the portion of
such person's time devoted to handling matters for Global Payments. As
compensation for such services, Global Payments shall reimburse NDC for a
portion of NDC's Fully Loaded Cost, as such term is defined below, for such
individual or individuals equal to the fraction of such person or person's time
devoted to handling such matters for Global Payments, plus reimbursement for all
out of pocket costs paid to third parties in connection with the performance of
such services by Global Payments.

     Fully Loaded Cost means the allocable portion of the wages, employee
benefits, incentives and other payments to NDC employees and contractors,
including occupancy costs related to such employees and contractors and the
allocable portions of any direct variable cost and fixed operating cost incurred
by NDC in supplying the services all determined in a manner consistent with
NDC's historical cost accounting practices.


Office Sharing Moves
--------------------

     On a temporary basis, following the Distribution Date and for so long as
reasonably necessary to accommodate moves of employees and equipment located at
the NDC headquarters site, from space to be occupied by the other party under
the lease of space by Global Payments, at NDC's headquarters site (the
"Headquarters Lease"), certain employees and equipment of NDC may be required to
remain in portions of the premises leased by Global Payments pursuant to the
Headquarters Lease and certain of the employees and equipment of Global Payments
may be required to remain in portions of NDC's premises not leased by Global
Payments.

     NDC shall reasonably cooperate with the occupancy by Global Payments'
employees and equipment of portions of the site not leased to Global Payments
and shall provide reasonable cooperation in connection with the removal of such
employees and equipment to portions of the site leased by Global Payments.
Global Payments shall reasonably cooperate with the occupancy by NDC employees
and equipment of portions of the premises leased by Global Payments pursuant to
the Headquarters Lease and shall provide reasonable cooperation with the removal
of such employees and equipment from 

<PAGE>
 
such portions of the site in coordination with moves of Global Payments
employees and equipment from portions of the site not leased by Global Payments.

     Each of NDC and Global Payments shall be responsible for its employees and
equipment occupying portions of the headquarters site to be primarily occupied
by the other under the terms of the Headquarters Lease.

     Neither NDC nor Global Payments shall be obligated to pay any rent or other
charge with respect to the occupancy of its employees or equipment under the
terms of this Schedule B-1; provided however, that each of NDC and Global
Payments shall be responsible for any damages to the other or the other's
property caused by its employees and equipment or the removal of its employees
and equipment from space occupied on a temporary basis under the terms of this
Schedule B-1.

<PAGE>
 
                                   EXHIBIT C
                                   ---------

                   LEASING AND LEASE ADMINISTRATION SERVICES

     1.  Services.  NDC will provide leasing and lease administration services
         --------                                                             
as described on Schedule C-1 attached to this Exhibit C.
                                              --------- 

     2.  Cost.  Global Payments shall pay NDC for the above services at the
         ----                                                              
rates set forth on Schedule C-1.


APPROVED:

NATIONAL DATA CORPORATION


By:
   ----------------------

GLOBAL PAYMENTS INC.


By:
   ----------------------

<PAGE>
 
                                  SCHEDULE C-1
                                        

Leasing Services
----------------

     Beginning on the Distribution Date and continuing for a period of twelve
(12) months, NDC will assist Global Payments in connection with the negotiation
of leases, lease modifications, lease renewals, lease amendments and such other
similar leasing matters as may be reasonably requested by Global Payments from
time to time.

     The foregoing twelve (12) month term shall be automatically renewed for
successive twelve (12) month periods beginning on each anniversary of the
Distribution Date, provided that Global Payments shall have the right to cancel
these services effective upon the expiration of any twelve (12) month term then
in effect by written notice given, if at all, no less than ninety (90) days
prior to the expiration of such (12) month term.

     The annual fee for these services shall be $119,000.00, paid in monthly
installments of $9,916.67.  Global Payments shall also reimburse NDC for
reasonable and actual travel expenses incurred by NDC in providing these
services.


Lease Administration Services
-----------------------------

     Beginning on the Distribution Date and continuing for a period of twelve
(12) months, NDC will assist Global Payments in the administration of Global
Payments' facility leases and subleases (other than the Headquarters Lease).
Such services shall include preparing rent schedules, maintaining a database of
Global Payments' leases and subleases, performing operating costs
reconciliations and performing such other similar services as may be reasonably
requested by Global Payments from time to time.

     The foregoing twelve (12) month term shall be automatically renewed for
successive twelve (12) month periods beginning on each anniversary of the
Distribution Date, provided that Global Payments shall have the right to cancel
these services effective upon the expiration of any twelve (12) month term then
in effect by written notice given, if at all, no less than ninety (90) days
prior to the expiration of such (12) month term.

     The annual fee for these services shall be $60,000, and will be billed
within thirty (30) days after the end of the applicable twelve (12) month
period; provided, however, that such fee shall be reduced (not below zero) on a
dollar for dollar basis for each dollar of commission rebates received by NDC
from Cushman & Wakefield in connection with any of the leases, lease
modifications, lease renewals, lease amendments or other leasing matters
referred to above in the "Leasing Services" section of this Schedule C-1.

<PAGE>

    
                                   EXHIBIT D
                                   ---------

                   USE OF SPACE IN DON MILLS ONTARIO CANADA


1. Services. Global Payments will provide to NDC or a subsidiary of NDC use of 
   --------
certain space in the office leased by Global Payments in Don Mills Ontario as 
described on Schedule D-1 attached to this Exhibit D.
                                           ---------

2. Cost. NDC shall pay Global Payments for the use of such space as described on
   ----
Schedule D-1.

APPROVED:
---------

NATIONAL DATA CORPORATION

By:
   --------------------------


GLOBAL PAYMENTS, INC.

By:
   --------------------------
    


<PAGE>
 
   

                                 SCHEDULE D-1
                                 ------------

Use of Office Space

     Beginning on the Distribution Date, NDC or a subsidiary of NDC ("Occupant")
may continue to occupy a portion of the space currently leased by Global Payment
Systems, LLC ("GPS") in One and Three Concord Gate, Don Mills Ontario Canada 
(the "Leased Premises"). The portion of the Leased Premises that shall be used 
by Occupant shall consist of approximately 2,000 rentable square feet of space 
in the Leased Premises currently associated with NDC's operation of computers 
located there. Occupant's use of such space shall be for the purpose of 
continuing the operation of computers and providing office space for NDC 
personnel involved in the operation and maintenance of such computers. NDC's use
of such space shall commence on the Distribution Date and shall terminate at 
midnight on the expiration date of GPS's lease of the Leased Premises (the 
"Lease") unless the Lease is terminated earlier in accordance with its terms.

     Occupant's right to occupy a portion of the Leased Premises is expressly 
subject to all terms of the Lease. NDC agrees to assume all obligations of GPS, 
as "Tenant" under its lease of such space, with respect to the space used by 
Occupant under the terms of this Agreement.

     Any act or omission by Occupant 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 NDC under this Exhibit D. In addition, any failure
                                             ---------
by NDC to pay the fees provided for in this Exhibit D when due or any failure by
                                            ---------
NDC to perform any other obligations required under this Exhibit D and the
                                                         ---------
continuance of such failure for five (5) days following notice from GPS to NDC
of such failure, shall be deemed a default under this Exhibit D. Any such
                                                      ---------
default by NDC shall entitle GPS to exercise any and all remedies available to
"Landlord" under the Lease or any other remedies available at law or in equity
under the laws of the Country of Canada, Province of Ontario.

     NDC hereby agrees to indemnify and hold GPS harmless with regard to
Occupant's use of a portion of the Leased Premises as provided herein to the
same extent that GPS is required to indemnify and hold the Landlord harmless
with respect to such space. NDC agrees to obtain and maintain during the period
that Occupant occupies any portion of the Leased Premises pursuant to this
Exhibit D insurance in the same amounts and of the same types (including any
---------
required waiver of subrogation provisions or endorsements) required to be
carried by GPS, as "Tenant" under the Lease, with regard to the Leased Premises.

     Upon the expiration or earlier termination of Occupant's right to occupy a 
portion of the Leased Premises pursuant to this Exhibit D, NDC shall return such
                                                ---------
portion of the Leased Premises to GPS in the condition required by the Lease, 
normal wear and tear damage by casualty or condemnation excepted.

Fee for Use of Space
--------------------

    

<PAGE>
 
   

     NDC shall pay to GPS for the use of the space pursuant to this Exhibit D, a
                                                                    ---------
base amount equal to $62,400 (Canadian) per year, payable in advance in monthly 
installments of Five Thousand Two Hundred One and Sixty-Seven One Hundredths 
Canadian Dollars ($5,201.67) each due and payable on or before the first day of 
each calendar month commencing on the Distribution Date through the expiration 
and termination of NDC's right to occupy the space pursuant to this Exhibit D, 
                                                                    --------- 
with appropriate pro rations for partial months. NDC will also pay as an 
additional fee (i) NDC's pro rata share (based on the 2,000 rentable square feet
that may be used by Occupant compared to the total rentable square footage of 
the Leased Premises) of (a) all Occupancy Costs (as defined in the Lease) and 
(b) cost for outside vendors and service providers engaged by GPS to provide 
janitorial, security or other services to the Leased 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 
Occupant's request or otherwise allocable or attributable to the portion of the 
Leased Premises used by Occupant. All such additional fees shall be payable to 
GPS at the time and in the same manner such payments are due under the Lease, or
as otherwise reasonably required by GPS from time to time.
    



<PAGE>
                                                                    EXHIBIT 10.9
 
                              GLOBAL PAYMENTS INC.
               AMENDED AND RESTATED 2000 LONG-TERM INCENTIVE PLAN

                                   ARTICLE 1
                                    PURPOSE
                                        
     1.1  GENERAL.  The purpose of the Global Payments Inc. 2000 Long-Term
          -------                                                         
Incentive Plan (the "Plan") is to promote the success, and enhance the value, of
Global Payments Inc. (the "Company"), by linking the personal interests of its
employees, officers and directors to those of Company shareholders and by
providing its employees, officers and directors with an incentive for
outstanding performance.  The Plan is further intended to provide flexibility to
the Company in its ability to motivate, attract, and retain the services of
employees, officers and directors upon whose judgment, interest, and special
effort the successful conduct of the Company's operation is largely dependent.
Accordingly, the Plan permits the grant of incentive awards from time to time to
selected employees, officers, and directors.

                                   ARTICLE 2
                                 EFFECTIVE DATE

     2.1  EFFECTIVE DATE.  The Plan shall be effective as of the date upon which
          --------------                                                        
it shall be approved by the shareholders of the Company (the "Effective Date").

                                   ARTICLE 3
                                  DEFINITIONS
                                        
     3.1  DEFINITIONS.  When a word or phrase appears in this Plan with the
          -----------                                                      
initial letter capitalized, and the word or phrase
 does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this
Section or in Section 1.1 unless a clearly different meaning is required by the
context.  The following words and phrases shall have the following meanings:

          (a) "Award" means any Option, Stock Appreciation Right, Restricted
     Stock Award, Performance Share Award, Dividend Equivalent Award, or Other
     Stock-Based Award, or any other right or interest relating to Stock or
     cash, granted to a Participant under the Plan.

          (b) "Award Agreement" means any written agreement, contract, or other
     instrument or document evidencing an Award.

          (c) "Board" means the Board of Directors of the Company.

          (e) "Code" means the Internal Revenue Code of 1986, as amended from
     time to time.


<PAGE>
 
 
          (f) "Committee" means the committee of the Board described in Article
     4.

          (g) "Company" means Global Payments Inc., a Georgia corporation.

          (h) "Covered Employee" means a covered employee as defined in Code
     Section 162(m)(3).

          (i) "Disability" shall mean any illness or other physical or mental
     condition of a Participant that renders the Participant incapable of
     performing his customary and usual duties for the Company, or any medically
     determinable illness or other physical or mental condition resulting from a
     bodily injury, disease or mental disorder which, in the judgment of the
     Committee, is permanent and continuous in nature.  The Committee may
     require such medical or other evidence as it deems necessary to judge the
     nature and permanency of the Participant's condition.  Notwithstanding the
     above, with respect to an Incentive Stock Option, Disability shall mean
     Permanent and Total Disability as defined in Section 22(e)(3) of the Code.

          (j) "Dividend Equivalent" means a right granted to a Participant under
     Article 11.

          (k) "Effective Date" has the meaning assigned such term in Section
     2.1.

          (l) "Fair Market Value", on any date, means (i) if the Stock is listed
     on a securities exchange or is traded over the Nasdaq National Market, the
     closing sales price on such exchange or over such system on such date or,
     in the absence of reported sales on such date, the closing sales price on
     the immediately preceding date on which sales were reported, or (ii) if the
     Stock is not listed on a securities exchange or traded over the Nasdaq
     National Market, the mean between the bid and offered prices as quoted by
     Nasdaq for such date, provided that if it is determined that the fair
     market value is not properly reflected by such Nasdaq quotations, Fair
     Market Value will be determined by such other method as the Committee
     determines in good faith to be reasonable.

          (m) "Incentive Stock Option" means an Option that is intended to meet
     the requirements of Section 422 of the Code or any successor provision
     thereto.

          (n) "Non-Qualified Stock Option" means an Option that is not an
     Incentive Stock Option.

          (o) "Option" means a right granted to a Participant under Article 7 of
     the Plan to purchase Stock at a specified price during specified time
     periods.  An Option may be either an Incentive Stock Option or a Non-
     Qualified Stock Option.

                                      -2-


<PAGE>
 
 
          (p) "Other Stock-Based Award" means a right, granted to a Participant
     under Article 12, that relates to or is valued by reference to Stock or
     other Awards relating to Stock.

          (q) "Parent" means a corporation which owns or beneficially owns a
     majority of the outstanding voting stock or voting power of the Company.
     For Incentive Stock Options, the term shall have the same meaning as set
     forth in Code Section 424(e).

          (r) "Participant" means a person who, as an employee, officer or
     director of the Company or any Parent or Subsidiary, has been granted an
     Award under the Plan.

          (s) "Performance Share" means a right granted to a Participant under
     Article 9, to receive cash, Stock, or other Awards, the payment of which is
     contingent upon achieving certain performance goals established by the
     Committee.

          (t) "Plan" means the Global Payments Inc. 2000 Long-Term Incentive
     Plan, as amended from time to time.

          (u) "Restricted Stock Award" means Stock granted to a Participant
     under Article 10 that is subject to certain restrictions and to risk of
     forfeiture.

          (v) "Retirement" in the case of an employee means termination of
     employment with the Company, a Parent or Subsidiary after attaining a total
     combination of age and years of service of at least 70; provided, however,
     that a termination of employment prior to age 60 shall not constitute
     Retirement for purposes of the Plan unless the Participant shall have given
     12 months advance written notice to the Company of his or her intent to
     retire, or the Company shall have expressly waived such prior notice.
     "Retirement" in the case of a non-employee director of the Company means
     retirement of the director in accordance with the provisions of the
     Company's bylaws as in effect from time to time or the failure to be re-
     elected or re-nominated as a director.

          (w) "Stock" means the no par value common stock of the Company and
     such other securities of the Company as may be substituted for Stock
     pursuant to Article 14.

          (x) "Stock Appreciation Right" or "SAR" means a right granted to a
     Participant under Article 8 to receive a payment equal to the difference
     between the Fair Market Value of a share of Stock as of the date of
     exercise of the SAR over the grant price of the SAR, all as determined
     pursuant to Article 8.

                                      -3-


<PAGE>
 
 
          (y) "Subsidiary" means any corporation, limited liability company,
     partnership or other entity of which a majority of the outstanding voting
     stock or voting power is beneficially owned directly or indirectly by the
     Company.  For Incentive Stock Options, the term shall have the meaning set
     forth in Code Section 424(f).

          (z) "1933 Act" means the Securities Act of 1933, as amended from time
     to time.

          (aa) "1934 Act" means the Securities Exchange Act of 1934, as amended
     from time to time.

                                   ARTICLE 4
                                 ADMINISTRATION

     4.1  COMMITTEE.  The Plan shall be administered by a committee (the
          ---------                                                     
"Committee") appointed by the Board (which Committee shall consist of two or
more directors) or, at the discretion of the Board from time to time, the Plan
may be administered by the Board.  It is intended that the directors appointed
to serve on the Committee shall be "non-employee directors" (within the meaning
of Rule 16b-3 promulgated under the 1934 Act) and "outside directors" (within
the meaning of Code Section 162(m) and the regulations thereunder).  However,
the mere fact that a Committee member shall fail to qualify under either of the
foregoing requirements shall not invalidate any Award made by the Committee
which Award is otherwise validly made under the Plan.  The members of the
Committee shall be appointed by, and may be changed at any time and from time to
time in the discretion of, the Board.   During any time that the Board is acting
as administrator of the Plan, it shall have all the powers of the Committee
hereunder, and any reference herein to the Committee (other than in this Section
4.1) shall include the Board.

     4.2  ACTION BY THE COMMITTEE.  For purposes of administering the Plan, the
          -----------------------                                              
following rules of procedure shall govern the Committee.  A majority of the
Committee shall constitute a quorum.  The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee.  Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Company or any
Parent or Subsidiary, the Company's independent certified public accountants, or
any executive compensation consultant or other professional retained by the
Company to assist in the administration of the Plan.  No member of the Committee
shall be liable for any action or determination made in good faith, and members
of the Committee shall be entitled to indemnification and reimbursement from
time to time for expenses incurred in defense of such good faith action or
determination.

                                      -4-


<PAGE>
 
     4.3  AUTHORITY OF COMMITTEE.  The Committee has the exclusive power,
          ----------------------                                         
authority and discretion to:

          (a)  Designate Participants;

          (b) Determine the type or types of Awards to be granted to each
     Participant;

          (c) Determine the number of Awards to be granted and the number of
     shares of Stock to which an Award will relate;

          (d) Determine the terms and conditions of any Award granted under the
     Plan, including but not limited to, the exercise price, grant price, or
     purchase price, any restrictions or limitations on the Award, any schedule
     for lapse of forfeiture restrictions or restrictions on the exercisability
     of an Award, and accelerations or waivers thereof, based in each case on
     such considerations as the Committee in its sole discretion determines;

          (e) Accelerate the vesting or lapse of restrictions of any outstanding
     Award, based in each case on such considerations as the Committee in its
     sole discretion determines;

          (f) Determine whether, to what extent, and under what circumstances an
     Award may be settled in, or the exercise price of an Award may be paid in,
     cash, Stock, other Awards, or other property, or an Award may be canceled,
     forfeited, or surrendered;

          (g) Prescribe the form of each Award Agreement, which need not be
     identical for each Participant;

          (h) Decide all other matters that must be determined in connection
     with an Award;

          (i) Establish, adopt or revise any rules and regulations as it may
     deem necessary or advisable to administer the Plan;

          (j) Make all other decisions and determinations that may be required
     under the Plan or as the Committee deems necessary or advisable to
     administer the Plan; and

          (k) Amend the Plan or any Award Agreement as provided herein.

     4.4. DECISIONS BINDING.  The Committee's interpretation of the Plan, any
          -----------------                                                  
Awards granted under the Plan, any Award Agreement and all decisions and

                                      -5-


<PAGE>
 
 
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

                                   ARTICLE 5
                           SHARES SUBJECT TO THE PLAN
                                        
     5.1. NUMBER OF SHARES.  Subject to adjustment as provided in Section 14.1,
          ----------------                                                     
the aggregate number of shares of Stock reserved and available for Awards or
which may be used to provide a basis of measurement for or to determine the
value of an Award, such as with a SAR or Performance Share Award, shall be
6,000,000 shares, plus an annual increase to be added on the last day of the
Company's fiscal year in each year, beginning in 2001 and ending in 2005, equal
to the lesser of (i) 2,000,000 shares or (ii) the number of shares necessary to
bring the total number of shares available for future grants under the Plan to
3.5% of the fully diluted shares outstanding on such date (i.e., that number of
shares determined by the Company as of such date for calculating diluted
earnings per share).  Not more than 15% of the total authorized shares may be
granted as Awards of Restricted Stock or unrestricted Stock Awards..

     5.2. LAPSED AWARDS.  To the extent that an Award is canceled, terminates,
          -------------                                                       
expires or lapses for any reason, any shares of Stock subject to the Award will
again be available for the grant of an Award under the Plan and shares subject
to SARs or other Awards settled in cash will be available for the grant of an
Award under the Plan.

     5.3. STOCK DISTRIBUTED.  Any Stock distributed pursuant to an Award may
          -----------------                                                 
consist, in whole or in part, of authorized and unissued Stock, treasury Stock
or Stock purchased on the open market.

     5.4. LIMITATION ON AWARDS.  Notwithstanding any provision in the Plan to
          --------------------                                               
the contrary (but subject to adjustment as provided in Section 14.1), the
maximum number of shares of Stock with respect to one or more Options and/or
SARs that may be granted during any one calendar year under the Plan to any one
Participant shall be 400,000.  The maximum fair market value (measured as of the
date of grant) of any Awards other than Options and SARs that may be received by
any one Participant (less any consideration paid by the Participant for such
Award) during any one calendar year under the Plan shall be $5,000,000.

                                   ARTICLE 6
                                  ELIGIBILITY
                                        
     6.1. GENERAL.  Awards may be granted only to individuals who are employees,
          -------                                                               
officers or directors of the Company or a Parent or Subsidiary.

                                      -6-


<PAGE>
 
 
                                   ARTICLE 7
                                 STOCK OPTIONS
                                        
     7.1. GENERAL.  The Committee is authorized to grant Options to Participants
          -------                                                               
on the following terms and conditions:

          (a) EXERCISE PRICE.  The exercise price per share of Stock under an
              --------------                                                 
     Option shall be determined by the Committee.

          (b) TIME AND CONDITIONS OF EXERCISE.  The Committee shall determine
              -------------------------------                                
     the time or times at which an Option may be exercised in whole or in part.
     The Committee also shall determine the performance or other conditions, if
     any, that must be satisfied before all or part of an Option may be
     exercised.  The Committee may waive any exercise provisions at any time in
     whole or in part based upon factors as the Committee may determine in its
     sole discretion so that the Option becomes exerciseable at an earlier date.

          (c) PAYMENT.  The Committee shall determine the methods by which the
              -------                                                         
     exercise price of an Option may be paid, the form of payment, including,
     without limitation, cash, shares of Stock, or other property (including
     "cashless exercise" arrangements), and the methods by which shares of Stock
     shall be delivered or deemed to be delivered to Participants; provided,
     however, that if shares of Stock are used to pay the exercise price of an
     Option, such shares must have been held by the Participant for at least six
     months.

          (d) EVIDENCE OF GRANT.  All Options shall be evidenced by a written
              -----------------                                              
     Award Agreement between the Company and the Participant.  The Award
     Agreement shall include such provisions, not inconsistent with the Plan, as
     may be specified by the Committee.

     7.2. INCENTIVE STOCK OPTIONS.  The terms of any Incentive Stock Options
          -----------------------                                           
granted under the Plan must comply with the following additional rules:

          (a) EXERCISE PRICE.  The exercise price per share of Stock shall be
              --------------                                                 
     set by the Committee, provided that the exercise price for any Incentive
     Stock Option shall not be less than the Fair Market Value as of the date of
     the grant.

          (b) EXERCISE.  In no event may any Incentive Stock Option be
              --------                                                
     exercisable for more than ten years from the date of its grant.

          (c) LAPSE OF OPTION.  An Incentive Stock Option shall lapse under the
              ---------------                                                  
     earliest of the following circumstances; provided, however, that the
     Committee may, prior to the lapse of the Incentive Stock Option under the
     circumstances described in paragraphs (3), (4) and (5) below, provide in
     writing that the Incentive Stock Option will extend until a later date, but
     if an Incentive 

                                      -7-


<PAGE>
 
 
     Stock Option is exercised after the dates specified in paragraphs (3), (4)
     and (5) below, it will automatically become a Non-Qualified Stock Option:

               (1) The Incentive Stock Option shall lapse as of the option
          expiration date set forth in the Award Agreement.

               (2) The Incentive Stock Option shall lapse ten years after it is
          granted, unless an earlier time is set in the Award Agreement.

               (3) If the Participant terminates employment for any reason other
          than as provided in paragraph (4) or (5) below, the Incentive Stock
          Option shall lapse, unless it is previously exercised, three months
          after the Participant's termination of employment.

               (4) If the Participant terminates employment by reason of his
          Disability, the Incentive Stock Option shall lapse, unless it is
          previously exercised, one year after the Participant's termination of
          employment.

               (5) If the Participant dies while employed, or during the three-
          month period described in paragraph (3) or during the one-year period
          described in paragraph (4) and before the Option otherwise lapses, the
          Incentive Stock Option shall lapse one year after the Participant's
          death.  Upon the Participant's death, any exercisable Incentive Stock
          Options may be exercised by the Participant's beneficiary, determined
          in accordance with Section 13.6.

          Unless the exercisability of the Incentive Stock Option is accelerated
     as provided in Article 13, if a Participant exercises an Incentive Stock
     Option after termination of employment, the Incentive Stock Option may be
     exercised only with respect to the shares that were otherwise vested on the
     Participant's termination of employment.

          (d) INDIVIDUAL DOLLAR LIMITATION.  The aggregate Fair Market Value
              ----------------------------                                  
     (determined as of the time an Award is made) of all shares of Stock with
     respect to which Incentive Stock Options are first exercisable by a
     Participant in any calendar year may not exceed $100,000.00.

          (e) TEN PERCENT OWNERS.  No Incentive Stock Option shall be granted to
              ------------------                                                
     any individual who, at the date of grant, owns stock possessing more than
     ten percent of the total combined voting power of all classes of stock of
     the Company or any Parent or Subsidiary unless the exercise price per share
     of such Option is at least 110% of the Fair Market Value per share of Stock
     at the date of grant and the Option expires no later than five years after
     the date of grant.

                                      -8-


<PAGE>
 
 
           (f) EXPIRATION OF INCENTIVE STOCK OPTIONS.  No Award of an Incentive
               -------------------------------------                           
     Stock Option may be made pursuant to the Plan after the day immediately
     prior to the tenth anniversary of the Effective Date.

           (g) RIGHT TO EXERCISE.  During a Participant's lifetime, an Incentive
               -----------------                                                
     Stock Option may be exercised only by the Participant or, in the case of
     the Participant's Disability, by the Participant's guardian or legal
     representative.

           (h) DIRECTORS.  The Committee may not grant an Incentive Stock Option
               ---------                                                        
     to a non-employee director.  The Committee may grant an Incentive Stock
     Option to a director who is also an employee of the Company or Parent or
     Subsidiary but only in that individual's position as an employee and not as
     a director.

                                   ARTICLE 8
                           STOCK APPRECIATION RIGHTS
                                        
     8.1. GRANT OF SARs.  The Committee is authorized to grant SARs to
          -------------                                               
Participants on the following terms and conditions:

           (a) RIGHT TO PAYMENT.  Upon the exercise of a Stock Appreciation
               ----------------                                            
     Right, the Participant to whom it is granted has the right to receive the
     excess, if any, of:

               (1) The Fair Market Value of one share of Stock on the date of
         exercise; over

               (2) The grant price of the Stock Appreciation Right as determined
         by the Committee, which shall not be less than the Fair Market Value of
         one share of Stock on the date of grant in the case of any SAR related
         to an Incentive Stock Option.

           (b) OTHER TERMS.  All awards of Stock Appreciation Rights shall be
               -----------                                                   
     evidenced by an Award Agreement.  The terms, methods of exercise, methods
     of settlement, form of consideration payable in settlement, and any other
     terms and conditions of any Stock Appreciation Right shall be determined by
     the Committee at the time of the grant of the Award and shall be reflected
     in the Award Agreement.

                                   ARTICLE 9
                               PERFORMANCE SHARES
                                        
     9.1. GRANT OF PERFORMANCE SHARES.  The Committee is authorized to grant
          ---------------------------                                       
Performance Shares to Participants on such terms and conditions as may be
selected by the Committee.  The Committee shall have the complete discretion to

                                      -9-

<PAGE>
 
 
determine the number of Performance Shares granted to each Participant.  All
Awards of Performance Shares shall be evidenced by an Award Agreement.

     9.2. RIGHT TO PAYMENT.  A grant of Performance Shares gives the Participant
          ----------------                                                      
rights, valued as determined by the Committee, and payable to, or exercisable
by, the Participant to whom the Performance Shares are granted, in whole or in
part, as the Committee shall establish at grant or thereafter.  The Committee
shall set performance goals and other terms or conditions to payment of the
Performance Shares in its discretion which, depending on the extent to which
they are met, will determine the number and value of Performance Shares that
will be paid to the Participant.

     9.3. OTHER TERMS.  Performance Shares may be payable in cash, Stock, or
          -----------                                                       
other property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Agreement.

                                   ARTICLE 10
                            RESTRICTED STOCK AWARDS
                                        
     10.1.  GRANT OF RESTRICTED STOCK.  The Committee is authorized to make
            -------------------------                                      
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee.  All Awards of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.

     10.2.  ISSUANCE AND RESTRICTIONS.  Restricted Stock shall be subject to
            -------------------------                                       
such restrictions on transferability and other restrictions as the Committee may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter.

     10.3.  FORFEITURE.  Except as otherwise determined by the Committee at the
            ----------                                                         
time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period or upon failure to satisfy a
performance goal during the applicable restriction period, Restricted Stock that
is at that time subject to restrictions shall be forfeited and reacquired by the
Company; provided, however, that the Committee may provide in any Award
Agreement that restrictions or forfeiture conditions relating to Restricted
Stock will be waived in whole or in part in the event of terminations resulting
from specified causes, and the Committee may in other cases waive in whole or in
part restrictions or forfeiture conditions relating to Restricted Stock.

     10.4.  CERTIFICATES FOR RESTRICTED STOCK.  Restricted Stock granted under
            ---------------------------------                                 
the Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing shares of Restricted Stock are registered in the name
of the

                                      -10-


<PAGE>
 
 
Participant, certificates must bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Restricted Stock.


                                   ARTICLE 11
                              DIVIDEND EQUIVALENTS
                                        
     11.1 GRANT OF DIVIDEND EQUIVALENTS.  The Committee is authorized to grant
          -----------------------------                                       
Dividend Equivalents to Participants subject to such terms and conditions as may
be selected by the Committee.  Dividend Equivalents shall entitle the
Participant to receive payments equal to dividends with respect to all or a
portion of the number of shares of Stock subject to an Award, as determined by
the Committee.  The Committee may provide that Dividend Equivalents be paid or
distributed when accrued or be deemed to have been reinvested in additional
shares of Stock, or otherwise reinvested.

                                   ARTICLE 12
                            OTHER STOCK-BASED AWARDS
                                        
     12.1.  GRANT OF OTHER STOCK-BASED AWARDS.  The Committee is authorized,
            ---------------------------------                               
subject to limitations under applicable law, to grant to Participants such other
Awards that are payable in, valued in whole or in part by reference to, or
otherwise based on or related to shares of Stock, as deemed by the Committee to
be consistent with the purposes of the Plan, including without limitation shares
of Stock awarded purely as a "bonus" and not subject to any restrictions or
conditions, convertible or exchangeable debt securities, other rights
convertible or exchangeable into shares of Stock, and Awards valued by reference
to book value of shares of Stock or the value of securities of or the
performance of specified Parents or Subsidiaries.  The Committee shall determine
the terms and conditions of such Awards.

                                   ARTICLE 13
                        PROVISIONS APPLICABLE TO AWARDS
                                        
     13.1.  STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS.  Awards granted under
            ------------------------------------------                       
the Plan may, in the discretion of the Committee, be granted either alone or in
addition to, in tandem with, or in substitution for, any other Award granted
under the Plan.  If an Award is granted in substitution for another Award, the
Committee may require the surrender of such other Award in consideration of the
grant of the new Award.  Awards granted in addition to or in tandem with other
Awards may be granted either at the same time as or at a different time from the
grant of such other Awards.

     13.2.  EXCHANGE PROVISIONS.  The Committee may at any time offer to
            -------------------                                         
exchange or buy out any previously granted Award for a payment in cash, Stock,
or another Award (subject to Section 14.1), based on the terms and conditions
the Committee determines and communicates to the Participant at the time the
offer is made, and after taking into account the tax, securities and accounting
effects of such an exchange.

                                      -11-


<PAGE>
 
     13.3.  TERM OF AWARD.  The term of each Award shall be for the period as
            -------------                                                    
determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from the date of its grant
(or, if Section 7.2(e) applies, five years from the date of its grant).

     13.4.  FORM OF PAYMENT FOR AWARDS.  Subject to the terms of the Plan and
            --------------------------                                       
any applicable law or Award Agreement, payments or transfers to be made by the
Company or a Parent or Subsidiary on the grant or exercise of an Award may be
made in such form as the Committee determines at or after the time of grant,
including without limitation, cash, Stock, other Awards, or other property, or
any combination, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case determined in accordance with
rules adopted by, and at the discretion of, the Committee.

     13.5.  LIMITS ON TRANSFER.  No right or interest of a Participant in any
            ------------------                                               
unexercised or restricted Award may be pledged, encumbered, or hypothecated to
or in favor of any party other than the Company or a Parent or Subsidiary, or
shall be subject to any lien, obligation, or liability of such Participant to
any other party other than the Company or a Parent or Subsidiary.  No
unexercised or restricted Award shall be assignable or transferable by a
Participant other than by will or the laws of descent and distribution or,
except in the case of an Incentive Stock Option, pursuant to a domestic
relations order that would satisfy Section 414(p)(1)(A) of the Code if such
Section applied to an Award under the Plan; provided, however, that the
Committee may (but need not) permit other transfers where the Committee
concludes that such transferability (i) does not result in accelerated taxation,
(ii) does not cause any Option intended to be an incentive stock option to fail
to be described in Code Section 422(b), and (iii) is otherwise appropriate and
desirable, taking into account any factors deemed relevant, including without
limitation, state or federal tax or securities laws applicable to transferable
Awards.

     13.6   BENEFICIARIES.  Notwithstanding Section 13.5, a Participant may, in
            -------------                                                      
the manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Award upon the Participant's death.  A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise
provide, and to any additional restrictions deemed necessary or appropriate by
the Committee.  If no beneficiary has been designated or survives the
Participant, payment shall be made to the Participant's estate.  Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee.

     13.7.  STOCK CERTIFICATES.  All Stock certificates delivered under the Plan
            ------------------                                                  
are subject to any stop-transfer orders and other restrictions as the Committee
deems 

                                      -12-


<PAGE>
 
 
necessary or advisable to comply with federal or state securities laws,
rules and regulations and the rules of any national securities exchange or
automated quotation system on which the Stock is listed, quoted, or traded.  The
Committee may place legends on any Stock certificate to reference restrictions
applicable to the Stock.

     13.8   ACCELERATION UPON DEATH OR DISABILITY.  Notwithstanding any other
            -------------------------------------                            
provision in the Plan or any Participant's Award Agreement to the contrary, upon
the Participant's death or Disability during his employment or service as a
director, all outstanding Options, Stock Appreciation Rights, and other Awards
in the nature of rights that may be exercised shall become fully exercisable and
all restrictions on outstanding Awards shall lapse.  Any Option or Stock
Appreciation Rights Awards shall thereafter continue or lapse in accordance with
the other provisions of the Plan and the Award Agreement.  To the extent that
this provision causes Incentive Stock Options to exceed the dollar limitation
set forth in Section 7.2(d), the excess Options shall be deemed to be Non-
Qualified Stock Options.

     13.9.  ACCELERATION FOR ANY OTHER REASON.  The Committee may in its sole
            ---------------------------------                                
discretion at any time determine that all or a portion of a Participant's
Options, Stock Appreciation Rights, and other Awards in the nature of rights
that may be exercised shall become fully or partially exercisable, and/or that
all or a part of the restrictions on all or a portion of the outstanding Awards
shall lapse, in each case, as of such date as the Committee may, in its sole
discretion, declare.  The Committee may discriminate among Participants and
among Awards granted to a Participant in exercising its discretion pursuant to
this Section 13.9.

     13.10  EFFECT OF ACCELERATION.  If an Award is accelerated under Section
            ----------------------                                           
13.9, the Committee may, in its sole discretion, provide (i) that the Award will
expire after a designated period of time after such acceleration to the extent
not then exercised, (ii) that the Award will be settled in cash rather than
Stock, (iii) that the Award will be assumed by another party to a transaction
giving rise to the acceleration or otherwise be equitably converted in
connection with such transaction, or (iv) any combination of the foregoing.  The
Committee's determination need not be uniform and may be different for different
Participants whether or not such Participants are similarly situated.

     13.11  RETIREMENT.  Notwithstanding any other provision in the Plan or any
            ----------                                                         
Participant's Award Agreement to the contrary, upon the Participant's Retirement
(as defined in Section 3.1), all outstanding Options, Stock Appreciation Rights,
and other Awards in the nature of rights that may be exercised shall become
fully exercisable and all restrictions on outstanding Awards shall lapse.  Any
Options or Stock Appreciation Rights held by the Participant shall remain
exercisable until the earlier of (i) the original expiration date of the Option,
or (ii) the fifth anniversary of the Participant's Retirement.  To the extent
that this provision causes any Incentive Stock Options to fail to meet the
requirements of Code Section 422, such Options shall be deemed to be Non-
Qualified Stock Options.

                                      -13-

<PAGE>
 
 
     13.12.  PERFORMANCE GOALS.  The Committee may determine that any Award
             -----------------                                             
granted pursuant to this Plan to a Participant (including, but not limited to,
Participants who are Covered Employees) shall be determined solely on the basis
of (a) the achievement by the Company or a Parent or Subsidiary of a specified
target return, or target growth in return, on equity or assets, (b) the
Company's stock price, (c) the Company's total shareholder return (stock price
appreciation plus reinvested dividends) relative to a defined comparison group
or target over a specific performance period, (d) the achievement by a business
unit of the Company, Parent or Subsidiary of a specified target, or target
growth in, revenue, profit contribution, net income, EBIT, EBITDA or earnings
per share, (e) the achievement by a business unit of the Company, Parent or
Subsidiary of a specified target, or target growth in, operating income and or
margin percentage of revenue, or (f) any combination of the goals set forth in
(a) through (e) above.  Further, the performance goal may be stated in terms of
a dollar amount, a percentage increase, a target percentage or as an amount or
percent of change over time.  If an Award is made on such basis, the Committee
has the right for any reason to reduce (but not increase) the Award,
notwithstanding the achievement of a specified goal.  If an Award is made on
such basis, the Committee shall establish goals prior to the beginning of the
period for which such performance goal relates (or such later date as may be
permitted under Code Section 162(m) or the regulations thereunder).  Any payment
of an Award granted with performance goals shall be conditioned on the written
certification of the Committee in each case that the performance goals and any
other material conditions were satisfied.

     13.13.  TERMINATION OF EMPLOYMENT.  Whether military, government or other
             -------------------------                                        
service or other leave of absence shall constitute a termination of employment
shall be determined in each case by the Committee at its discretion, and any
determination by the Committee shall be final and conclusive.  A termination of
employment shall not occur in a circumstance in which a Participant transfers
from the Company to one of its Parents or Subsidiaries, transfers from a Parent
or Subsidiary to the Company, or transfers from one Parent or Subsidiary to
another Parent or Subsidiary.

                                   ARTICLE 14
                          CHANGES IN CAPITAL STRUCTURE
                                        
     14.1.  GENERAL.  In the event a stock dividend is declared upon the Stock,
            -------                                                            
the authorization limits under Section 5.1 and 5.4 shall be increased
proportionately, and the shares of Stock then subject to each Award shall be
increased proportionately without any change in the aggregate purchase price
therefor.  In the event the Stock shall be changed into or exchanged for a
different number or class of shares of stock or securities of the Company or of
another corporation, whether through reorganization, recapitalization,
reclassification, share exchange, stock split-up, combination of shares, merger
or consolidation, the authorization limits under Section 5.1 and 5.4 shall be
adjusted proportionately, and there shall be substituted for each such share of
Stock then subject to each Award the number and class of shares into which each
outstanding share of Stock

                                      -14-


<PAGE>
 

 
shall be so exchanged, all without any change in the aggregate purchase price
for the shares then subject to each Award, or, subject to Section 15.2, there
shall be made such other equitable adjustment as the Committee shall approve.

                                   ARTICLE 15
                    AMENDMENT, MODIFICATION AND TERMINATION
                                        
     15.1.  AMENDMENT, MODIFICATION AND TERMINATION.  The Board or the Committee
            ---------------------------------------                             
may, at any time and from time to time, amend, modify or terminate the Plan
without shareholder approval; provided, however, that the Board or Committee may
condition any amendment or modification on the approval of shareholders of the
Company if such approval is necessary or deemed advisable with respect to tax,
securities or other applicable laws, policies or regulations.

     15.2 AWARDS PREVIOUSLY GRANTED.  At any time and from time to time, the
          -------------------------                                         
Committee may amend, modify or terminate any outstanding Award without approval
of the Participant; provided, however, that, subject to the terms of the
applicable Award Agreement, such amendment, modification or termination shall
not, without the Participant's consent, reduce or diminish the value of such
Award determined as if the Award had been exercised, vested, cashed in or
otherwise settled on the date of such amendment or termination.  No termination,
amendment, or modification of the Plan shall adversely affect any Award
previously granted under the Plan, without the written consent of the
Participant.

                                   ARTICLE 16
                               GENERAL PROVISIONS
                                        
     16.1.  NO RIGHTS TO AWARDS.  No Participant or any eligible participant
            -------------------                                              
shall have any claim to be granted any Award under the Plan, and neither the
Company nor the Committee is obligated to treat Participants or eligible
participants uniformly.

     16.2.  NO SHAREHOLDER RIGHTS.  No Award gives the Participant any of the
            ---------------------                                            
rights of a shareholder of the Company unless and until shares of Stock are in
fact issued to such person in connection with such Award.

     16.3.  WITHHOLDING.  The Company or any Parent or Subsidiary shall have the
            -----------                                                         
authority and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy federal, state, and local taxes
(including the Participant's FICA obligation) required by law (including any
foreign jurisdiction in which the Participant resides) to be withheld with
respect to any taxable event arising as a result of the Plan.  With respect to
withholding required upon any taxable event under the Plan, the Committee may,
at the time the Award is granted or thereafter, require or permit that any such
withholding requirement be satisfied, in whole or in part, by withholding from
the Award shares of Stock having a Fair Market Value on the date of withholding

                                      -15-

<PAGE>
 
 
equal to the minimum amount (and not any greater amount) required to be withheld
for tax purposes, all in accordance with such procedures as the Committee
establishes.

     16.4.  NO RIGHT TO CONTINUED SERVICE.  Nothing in the Plan or any Award
            -----------------------------                                   
Agreement shall interfere with or limit in any way the right of the Company or
any Parent or Subsidiary to terminate any Participant's employment or status as
an officer or director at any time, nor confer upon any Participant any right to
continue as an employee, officer or director of the Company or any Parent or
Subsidiary.

     l6.5.  UNFUNDED STATUS OF AWARDS.  The Plan is intended to be an "unfunded"
            -------------------------                                           
plan for incentive and deferred compensation.  With respect to any payments not
yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any Award Agreement shall give the Participant any rights that are greater than
those of a general creditor of the Company or any Parent or Subsidiary.

     16.6.  INDEMNIFICATION.  To the extent allowable under applicable law, each
            ---------------                                                     
member of the Committee shall be indemnified and held harmless by the Company
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by such member in connection with or resulting from any
claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the
Plan and against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit, or proceeding against him
provided he gives the Company an opportunity, at its own expense, to handle and
defend the same before he undertakes to handle and defend it on his own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the
Company's Articles of Incorporation or Bylaws, as a matter of law, or otherwise,
or any power that the Company may have to indemnify them or hold them harmless.

     16.7.  RELATIONSHIP TO OTHER BENEFITS.  No payment under the Plan shall be
            ------------------------------                                     
taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the Company
or any Parent or Subsidiary unless provided otherwise in such other plan.

     16.8.  EXPENSES.  The expenses of administering the Plan shall be borne by
            --------                                                           
the Company and its Parents or Subsidiaries.

     16.9.  TITLES AND HEADINGS.  The titles and headings of the Sections in the
            -------------------                                                 
Plan are for convenience of reference only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.

     16.10.  GENDER AND NUMBER.  Except where otherwise indicated by the
             -----------------                                          
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

                                      -16-


<PAGE>
 
 
     16.11.  FRACTIONAL SHARES.  No fractional shares of Stock shall be issued
             -----------------                                                
and the Committee shall determine, in its discretion, whether cash shall be
given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.

     16.12.  GOVERNMENT AND OTHER REGULATIONS.  The obligation of the Company to
             --------------------------------                                   
make payment of awards in Stock or otherwise shall be subject to all applicable
laws, rules, and regulations, and to such approvals by government agencies as
may be required.  The Company shall be under no obligation to register under the
1933 Act, or any state securities act, any of the shares of Stock issued in
connection with the Plan.  The shares issued in connection with the Plan may in
certain circumstances be exempt from registration under the 1933 Act, and the
Company may restrict the transfer of such shares in such manner as it deems
advisable to ensure the availability of any such exemption.

     16.13.  GOVERNING LAW.  To the extent not governed by federal law, the Plan
             --------------                                                     
and all Award Agreements shall be construed in accordance with and governed by
the laws of the State of Georgia.

     16.14  ADDITIONAL PROVISIONS.  Each Award Agreement may contain such other
            ---------------------                                              
terms and conditions as the Committee may determine; provided that such other
terms and conditions are not inconsistent with the provisions of this Plan.

The foregoing is hereby acknowledged as being the Global Payments Inc. Amended
and Restated 2000 Long-Term Incentive Plan as approved by the sole shareholder
of the Company on November __, 2000.

                                          GLOBAL PAYMENTS INC.


                                          By:  __________________________

                                          Its: ___________________________

                                      -17-




<PAGE>
 
                                                                   Exhibit 10.19

                           ASSET PURCHASE AGREEMENT

     ASSET PURCHASE AGREEMENT dated as of November 9, 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 the subscription price
            that will entitle the Seller to acquire pursuant to the Stock
            Purchase Agreement, that number of Common Shares equal to 26.25% of
            the total number of Common Shares outstanding on a diluted basis (as
            determined in accordance with GAAP) on the Closing Date, after
            giving effect to such subscription, being $136,850,000 (the "Cash
            Amount"); and
     

<PAGE>
 
                                      -14-
        


          (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: /s/
                        -----------------------------------
                    Name:  Richard E. Venn
                    Title: Senior Executive Vice President


                    By: /s/
                        -----------------------------------
                    Name:  David Marshall
                    Title: Vice Chairman



                    NATIONAL DATA PAYMENT SYSTEMS, INC.


                    By: /s/
                        -----------------------------------

                    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: /s/
                       --------------------------------------
                    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: /s/
                        -------------------------------------
                    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>
 
                                                                   EXHIBIT 10.20

                           INVESTOR RIGHTS AGREEMENT
                           -------------------------

     This Investor Rights Agreement (this "Agreement") is made as of __________
__, 2000, (the "Effective Date") by and between Global Payments Inc., a Georgia
corporation (the "Company") and Canadian Imperial Bank of Commerce, a bank
governed by the Bank Act (Canada) as amended from time to time ("Bank").

     WHEREAS, National Data Payment Systems, Inc., a New York corporation
("NDPS") and Bank are parties to that certain Asset Purchase Agreement, dated as
of ______ __, 2000 (the "Asset Purchase Agreement"), whereby, among other
matters, Bank agreed to sell, and NDPS agreed to purchase, the Assets Sold (as
such term is defined in the Asset Purchase Agreement);

     WHEREAS, the Company and Bank are parties to that certain Stock Purchase
Agreement, dated as of _____ __, 2000 (the "Stock Purchase Agreement"), whereby,
among other matters, the Company agreed to sell and Bank agreed to purchase,
concurrently with the transactions contemplated by the Asset Purchase Agreement,
certain shares of common stock of the Company;

     WHEREAS, the Company has succeeded to all the business, assets and
liabilities of the eCommerce operations of National Data Corporation, a Delaware
corporation ("NDC"), pursuant to a Distribution Agreement, dated as of _______
__, 2000, between
 NDC and the Company (the "Distribution Agreement");

     WHEREAS, pursuant to the Distribution Agreement, NDPS is a wholly owned
Subsidiary of the Company;

     WHEREAS, the Stock Purchase Agreement requires, as a condition to closing,
that the parties hereto enter into this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, the parties hereto agree as follows:


                                   SECTION 1

                                  DEFINITIONS
                                  -----------

     1.1.  Definitions.  Capitalized terms used herein and not otherwise defined
           -----------                                                          
herein shall have the meanings set forth in the Asset Purchase Agreement. The
following terms shall have the following meanings:

           "Acquisition Restrictions" means, collectively, the provisions of
Section 3.1.

           "Affiliate" means, with respect to the Person specified, a Person or
entity that, directly or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified
Person, provided, however, that solely for purposes of this Agreement, neither
the Company nor any of its Subsidiaries or Affiliates shall be deemed to be a
Subsidiary or Affiliate of Bank solely by virtue of Bank's ownership of Shares
or the election of

<PAGE>
 
directors nominated by it to the Board pursuant to Section 5.1, in each case in
accordance with the terms and conditions of, and subject to the limitations and
restrictions set forth in, this Agreement.

           "Beneficial Ownership" by a Person of any securities includes
ownership by any Person who, directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has or shares with
another Person (i) voting power which includes the power to vote, or to direct
the voting of, such security; and/or (ii) investment power which includes the
power to dispose, or to direct the disposition of, such security; and shall
otherwise be interpreted in accordance with the term "beneficial ownership" as
defined in Rule 13d-3 adopted by the SEC under the Exchange Act; provided that
for purposes of determining Beneficial Ownership, a Person shall be deemed to be
the Beneficial Owner of any securities which may be acquired by such Person
(irrespective of whether the right to acquire such securities is exercisable
immediately or only after the passage of time, including the passage of time in
excess of 60 days, the satisfaction of any conditions, the occurrence of any
event or any combination of the foregoing) pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise.  For purposes of this Agreement, a
Person shall be deemed to Beneficially Own any securities Beneficially Owned by
its Subsidiaries or any Group of which such Person or any such Subsidiary is or
becomes a member.

           "Board" means the Board of Directors of the Company.

           "Common Stock" means shares of the common stock, without par value,
of the Company.

           "Demand Party" means (a) Bank or (b) any other Holder or Holders that
may become an assignee of Bank's rights hereunder in accordance with Section 4.8
hereof, provided that to constitute a Demand Party under clause (b), a Holder or
Holders must either individually or in the aggregate with all other Holders with
whom it is acting together to demand registration Beneficially Own at least 25%
of the total number of Registrable Securities outstanding at the time of such
demand.

           "Exchange Act" means the United States Securities Exchange Act of
1934, as amended (or any successor statute).

           "Form S-3" means such form under the Securities Act as in effect on
the date hereof or any successor form under the Securities Act.

           "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.

           "Group" shall have the meaning assigned to it in Section 13(d)(3) of
the Exchange Act.

                                       2

<PAGE>
 
           "Holder" means any Person, including Bank, owning or having the right
to acquire Registrable Securities, including any assignee thereof in accordance
with Section 4.8 hereof.

           "Marketing Alliance Agreement" means the marketing alliance
agreement, dated as of the date hereof, by and between Bank and NDPS, as the
same may be supplemented, modified or amended from time to time.

           "Permitted Third Party Transfer Date" means the date that is the
earlier of (a) six months after termination of the Marketing Alliance Agreement
or (b) three years after the date hereof.

           "Person" means a natural person, partnership, limited liability
company, corporation, joint stock company, trust, unincorporated association,
joint venture, Governmental Entity or any Group comprised of two or more of the
foregoing.

           "register," "registered," and "registration" refer to a registration
effected by preparing and filing a registration statement or similar document in
compliance with the Securities Act and the declaration or ordering of
effectiveness with respect to such registration statement or document.

           "Registrable Securities" means (i) the Common Stock issued pursuant
to the Stock Purchase Agreement and with respect to which the restrictions on
transfer provided in Section 2.1 have lapsed as provided in Section 2.2 or
Section 2.3, (ii) any other shares of Common Stock acquired after the date of
this Agreement by Bank or any of its Subsidiaries as permitted by the terms
hereof, and (iii) any security of the Company issued as a dividend or other
distribution with respect to, or in exchange for or in replacement of, the
shares listed in clauses (i) and (ii); provided, however, that the foregoing
definition shall exclude in all cases any Registrable Securities sold by a
Person in a transaction in which its rights under this Agreement are not
assigned. Notwithstanding the foregoing, securities shall cease to be
Registrable Securities when (i) such securities shall have been distributed
pursuant to Rule 144 (or any successor provision) under the Securities Act, (ii)
a registration statement with respect to the sale of such securities shall have
become effective under the Securities Act and such securities shall have been
disposed of in accordance with the plan of distribution set forth in such
registration statement, (iii) such securities shall have been otherwise
transferred, new certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company, and subsequent disposition of
them shall not require registration or qualification of them under the
Securities Act or any U.S. state securities or blue sky law then in force or
(iv) such securities shall have ceased to be outstanding.

           "Regulatory Transfer Date" shall have the meaning set forth in
Section 2.3.

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

           "Securities Act" means the United States Securities Act of 1933, as
amended, and the rules and regulations promulgated by the SEC from time to time
thereunder (or under any successor statute).

                                       3

<PAGE>
 
           "Shares" shall have the meaning set forth in Section 2.1.

           "Subsidiary" means, with respect to any Person, any corporation or
other organization, whether incorporated or unincorporated, (i) of which such
Person or any other Subsidiary of such Person is a general partner (excluding
partnerships, the general partnership interests of which held by such Person or
any Subsidiary of such Person do not have a majority of the voting interests in
such partnership), or (ii) at least a majority of the securities or other
interests of which, having by their terms ordinary voting power to elect a
majority of the board of directors or others performing similar functions with
respect to such corporation or other organization, is directly or indirectly
owned or controlled by such Person or by any one or more of its Subsidiaries, or
by such Person and one or more of its Subsidiaries.

           "Third Party" means a Person who is not an Affiliate of Bank or any
of its Affiliates and includes any Group, other than a Group that includes Bank
or any of its Affiliates as a member.

           "Transfer" shall have the meaning set forth in Section 2.1.

           "Voting Securities" means at any time (i)  shares of any class of
capital stock or other securities of the Company which are then entitled to vote
generally in the election of Directors and not solely upon the occurrence and
during the continuation of certain specified events, and (ii) securities of the
Company convertible into, or exchangeable or exercisable for, such Voting
Securities, and options, warrants or other rights to acquire such Voting
Securities (regardless of whether such securities, options, warrants or other
rights are then exercisable or convertible).


                                   SECTION 2

                       RESTRICTION ON TRANSFER OF SHARES
                       ---------------------------------

     2.1.  General. During the period commencing on the date hereof and ending
           -------
on the Permitted Third Party Transfer Date, Bank agrees that, except as set
forth in Section 2.2 and except as the Company may otherwise agree in writing,
it shall not, except with the prior written consent of the Company, (i)
transfer, sell, donate, pledge or otherwise dispose of ("Transfer"), or consent
to any Transfer of, any or all of the shares of Common Stock issued to it
pursuant to the Stock Purchase Agreement and any other shares of Common Stock or
other securities of the Company issued as (or issuable upon the conversion or
exercise of any warrant, right or other security which is issued as) a dividend
or other distribution with respect to, or in exchange for or in replacement of,
such shares (the "Shares") or any interest therein; (ii) enter into any
contract, option or other agreement or understanding with respect to any
Transfer of any or all of such Shares or any interest therein; (iii) grant any
proxy, power of attorney or other authorization in or with respect to any or all
of such Shares, or (iv) deposit any or all of such Shares into a voting trust or
enter into a voting agreement or arrangement with respect to any or all of such
Shares; provided that a merger, consolidation or amalgamation in which Bank or
any of its Subsidiaries is a constituent corporation shall not be deemed to be a
Transfer of any Shares Beneficially Owned by such Person if the successor or
surviving Person of such merger, consolidation or

                                       4

<PAGE>
 
amalgamation, if not Bank or such Subsidiary, expressly assumes all obligations
of Bank or such Subsidiary, as the case may be, under this Agreement; and,
provided, further, that nothing in this Section 2.1 shall be construed to limit
the brokerage, trading, market making, investment management, fiduciary or other
banking activities of Bank or its Affiliates in the ordinary course for their
own accounts or the accounts of customers as long as such activities are not
conducted for the purpose of seeking to control or influence the management, the
Board or the policies of the Company.

     2.2.  Permitted Transfers. Notwithstanding any provision in Section 2.1 to
           -------------------
the contrary:

           (a) Bank and its Subsidiaries may at any time Transfer Shares to any
other Subsidiary of Bank which agrees in writing with the Company to be bound by
this Agreement as fully as if it were an initial signatory hereto; and

           (b) during the period beginning on the second anniversary of the
date hereof and ending on the Permitted Third Party Transfer Date, Bank may
Transfer Shares:

           (i)  pursuant to the restrictions of Rule 144 under the Securities
     Act applicable to sales of securities by Affiliates of an issuer
     (regardless of whether Bank or its Subsidiaries is deemed at such time to
     be an Affiliate of the Company); or

           (ii) pursuant to a tender or exchange offer by a Third Party for all
     outstanding Common Stock that is not rejected by the Board within the time
     period prescribed by the Exchange Act and the rules and regulations
     promulgated by the SEC thereunder.

     2.3.  Regulatory Matters.  Notwithstanding any provision herein to the 
           ------------------                                             
contrary, this Section 2 shall not restrict Bank from Transferring any Shares if
required to do so by any order or direction made by the Minister of Finance
(Canada) or the Superintendent of Financial Institutions appointed under the
Bank Act (Canada) or the United States Federal Reserve Board (the date on which
any such order or direction is first issued, the "Regulatory Transfer Date");
provided that unless specifically ordered otherwise by the Minister of Finance
(Canada), the Superintendent of Financial Institutions appointed under the Bank
Act (Canada) or the U.S. Federal Reserve Board, Bank shall use its Commercially
Reasonable Efforts to dispose of its Registrable Securities in a manner that, to
the extent practicable under the circumstances, does not unreasonably disrupt
the public trading market for the Common Stock.


                                   SECTION 3

                              STANDSTILL AGREEMENT
                              --------------------

     3.1.  General.  Until the earlier of (A) the fifth anniversary of the 
           -------                                                      
date hereof or (B) six months after termination of the Marketing Alliance
Agreement (the "Standstill Period"), Bank agrees that, unless specifically
authorized in writing by the majority of the Board (excluding any director who
is an employee, officer or director of Bank or an Affiliate of Bank or a nominee
of any of them), it will not, either directly or indirectly through a
representative or otherwise;

                                       5

<PAGE>
 
           (a) effect or seek, offer or propose (whether publicly or otherwise)
to effect, or assist any other Person to effect or seek, offer or propose
(whether publicly or otherwise) to effect (i) any acquisition of any Voting
Securities (or Beneficial Ownership thereof) or a substantial portion of the
assets of the Company or any of its Subsidiaries; provided that Bank and its
Subsidiaries may acquire Beneficial Ownership of additional Voting Securities as
long as Bank does not Beneficially Own, following any such acquisition, more
than 29.9% of the aggregate outstanding shares of Common Stock; (ii) any tender
or exchange offer or merger or other business combination involving the Company
or any of its Subsidiaries; (iii) any recapitalization, restructuring,
liquidation, dissolution or other extraordinary transaction with respect to the
Company or any of its Subsidiaries; or (iv) any "solicitation" of "proxies," as
such terms are used in the proxy rules of the Exchange Act, or consents to vote
any Voting Securities of the Company,

           (b) form, join or in any way participate in a Group with respect to
any Voting Securities of the Company, including, without limitation, for the
purpose of acquiring, holding, voting or disposing of Voting Securities,

           (c) except by reason of any employee, officer or director of Bank or
an Affiliate of Bank serving on the Board, otherwise act, alone or in concert
with others, to seek to control or influence the management, the Board or the
policies of the Company;

           (d) take any action which might require the Company under applicable
law to make a public announcement regarding any of the types of matters set
forth in (a) above,

           (e) enter into any arrangements or agreements with any Third Party
with respect to any of the foregoing, or

           (f) request the Company (or its directors, officers, employees or
agents), directly or indirectly, to amend or waive any of the foregoing or this
sentence.

           Nothing in this Section shall operate to limit the brokerage,
trading, market making, investment management, fiduciary or other banking
activities of Bank or its Affiliates in the ordinary course for their own
accounts or the accounts of customers as long as such activities are not
conducted for the purpose of seeking to control or influence the management, the
Board or the policies of the Company.

     3.2.  Acquisition Pursuant to Tender or Exchange Offer.  Notwithstanding
           ------------------------------------------------              
the Acquisition Restrictions set forth in Section 3.1, Bank may acquire
Beneficial Ownership of additional shares of Common Stock by means of a tender
or exchange offer for all outstanding shares of Common Stock in the event that
either (a) a Third Party commences a bona fide tender or exchange offer that
would result in such Third Party acquiring Beneficial Ownership of more than 40%
of the outstanding Common Stock and the Board does not both (i) recommend
against the tender or exchange offer within the time period prescribed by the
Exchange Act and the rules and regulations promulgated by the SEC thereunder and
(ii) maintain its Shareholder Protection Rights Agreement (or adopt a
shareholders' rights plan of such type if the Company does not then have one in
effect) which does not contain an exception from the definition of "Acquiring
Person", "Flip-Over Transaction or Event" or similar terms for such Third Party
or

                                       6

<PAGE>
 
its Affiliates or (b) a Third Party acquires Beneficial Ownership of 35% or more
of the outstanding Common Stock. In addition, (i) the other Acquisition
Restrictions set forth in Section 3.1 shall cease to apply to the extent
necessary to enable Bank to commence and consummate the tender or exchange offer
referred to above, and (ii) the Company shall make any amendments to its
shareholder rights plan and take such other actions as Bank may reasonably
request in order to permit the commencement and consummation of Bank's tender or
exchange offer on the terms proposed. If (x) the foregoing tender or exchange
offer referred to in clause (a) shall have been terminated or (y) the Third
Party referred to in clause (b) shall have reduced its Beneficial Ownership
below 35% of the outstanding Common Stock, in each case without Bank having made
a bona fide tender or exchange offer, then the Acquisition Restrictions shall be
reinstated.


                                   SECTION 4
                              
                              REGISTRATION RIGHTS
                              -------------------

     4.1.  Piggyback Registration.
           ---------------------- 

           (a) If at any time after the earlier of (i) the Permitted Third
Party Transfer Date or (ii) the Regulatory Transfer Date, during which
Registrable Securities are outstanding the Company proposes to register any of
its securities under the Securities Act in connection with the public offering
of such securities for the account of either the Company or any of its
Affiliates solely for cash (other than a registration relating solely to the
sale of securities to participants in a Company stock plan, an offering or sale
of securities pursuant to a Form S-4 (or successor form) registration statement
or a registration in which the only stock being registered is Common Stock
issuable upon conversion of debt securities which are also being registered),
the Company shall, at such time, promptly give each Holder written notice of
such registration and of such Holder's rights under this Section 4.1. Upon the
written request of each Holder given within 30 days after receipt of such notice
from the Company, the Company shall, subject to the provisions of Section
4.1(c), cause to be registered under the Securities Act all Registrable
Securities that each such Holder has requested to be registered; provided that
if at any time after giving written notice of its intention to register any
securities and prior to the effective date of the registration statement filed
in connection with such registration, the Company shall determine for any reason
not to proceed with the proposed registration of the securities to be sold by
it, the Company may, at its election, give written notice of such determination
to each Holder of Registrable Securities and, thereupon, shall be relieved of
its obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the expenses of registration in
connection therewith as provided in Section 4.5).

           (b) Each Holder shall be permitted to withdraw all or part of such
Holder's Registrable Securities from a registration pursuant to this Section 4.1
by giving notice of such withdrawal in writing at any time prior to the
effective date of the registration statement filed in connection with such
registration.

           (c) In connection with any offering involving an underwriting of
Common Stock, (i) the Company shall not be required under Section 4.1 to include
any Holder's securities

                                       7

<PAGE>
 
in such underwriting unless such Holder accepts the terms of the underwriting as
agreed upon between the Company and the underwriters selected by it (or other
Persons entitled to select the underwriters), and (ii) if the managing
underwriter for such offering advises the Company and the Holders electing to
participate in such offering in writing that, in its opinion, the number of
securities requested to be included in such registration exceeds the number
which can be sold in such offering without being reasonably likely to have an
adverse effect on the price or timing of such offering as contemplated by the
Company, then the Company will include in such registration, (A) first, 100% of
the securities the Company proposes to sell for its own account, (B) second, to
the extent of the number of Registrable Securities requested to be included in
such registration, that number of Registrable Securities which, in the opinion
of such managing underwriter, can be sold without having the adverse effect
referred to above, such amount to be allocated pro rata among all the requesting
Holders on the basis of the relative number of Registrable Securities then held
by each such Holder (provided that any amount thereby allocated to any such
Holder that exceeds such Holder's request will be reallocated among the
remaining requesting Holders in like manner), and (C) third, any securities
requested to be included in such registration by any other Person. For purposes
of the preceding sentence concerning apportionment, for any selling shareholder
which is a Holder of Registrable Securities and which is a partnership or
corporation, the partners, retired partners and shareholders of such holder, or
the estates and family members of any such partners and retired partners and any
trusts for the benefit of any of the foregoing Persons shall be deemed to be a
single "selling shareholder" and any pro rata reduction with respect to such
"selling shareholder" shall be based upon the aggregate amount of shares
carrying registration rights owned by all entities and individuals included in
such "selling shareholder," as defined in this sentence.

     4.2.  Demand Registration.
           ------------------- 

           (a) If, at any time after the earlier of (1) the Permitted Third
Party Transfer Date or (2) the Regulatory Transfer Date, the Company shall
receive from a Demand Party a written request that the Company effect a
registration of and any related qualification or compliance with respect to all
or a part of the Registrable Securities owned by such Demand Party, the Company
will:

           (i) promptly give written notice of the proposed registration, and
     any related qualification or compliance, to all other Holders; and

           (ii) as soon as practicable, effect such registration and all such
     qualifications and compliances as may be so requested and as would permit
     or facilitate the sale and distribution of all or such portion of such
     Holder's or Holders' Registrable Securities as are specified in such
     request, together with all or such portion of the Registrable Securities of
     any other Holder or Holders joining in such request as are specified in a
     written request given within 15 days after receipt of such written notice
     from the Company; provided, however, that the Company shall not be
     obligated to effect any such registration, qualification or compliance
     pursuant to this Section 4.2 if: (A) the Holders, together with the holders
     of any other securities of the Company entitled to inclusion in such
     registration, propose to sell Registrable Securities and such other
     securities (if any) at an aggregate price to the public (net of any
     underwriters' discounts or commissions) of less than $5,000,000;(B) the
     Company has already effected one registration in any 12-

                                       8

<PAGE>
 
     month period on Form S-1 or three registrations in any 12-month period on
     Form S-3 for the Holders pursuant to this Section 4.2 that have been
     declared or ordered effective and that have remained effective for the
     period specified in Section 4.3(a); (C) the Company shall furnish to such
     Holders a certificate signed by the President or Chief Executive Officer of
     the Company stating that in the reasonable good faith judgment of the
     Board, such registration, qualification or compliance would materially and
     adversely affect any pending or proposed acquisition, merger, financing or
     other material corporate event or transaction or negotiations with respect
     thereto, and as a result would be seriously detrimental to the Company and
     its shareholders for such registration statement to be filed and it is
     therefore essential to defer the filing of such registration statement, in
     which event the Company shall have the right to defer such filing for a
     period of not more than 90 days after receipt of the request of the Holder
     or Holders under this Section 4.2; provided, however, that the Company may
     not utilize this right more than once in any 12-month period or (D) all
     Holders Beneficially Own less than one percent of the outstanding shares of
     Common Stock (assuming conversion of all securities of the Company that are
     convertible, exchangeable or exercisable into Common Stock).

           (b) Promptly upon receipt of any request for a demand registration
pursuant to paragraph (a) above (but in no event more than five business days
thereafter), the Company shall send written notice of any such request to all
other Holders in accordance with Section 6.8, and the Company shall include in
such registration all Registrable Securities of any Holder with respect to which
the Company has received written request for inclusion therein within 15 days
after such notice has been given. All requests made pursuant to this Section
4.2(b) shall specify the kind and aggregate amount of Registrable Securities to
be registered and the intended method of distribution of such securities.

           (c) Subject to the foregoing, the Company shall file a registration
statement covering the Registrable Securities and other securities so requested
to be registered as soon as practicable after receipt of the request or requests
of the Holders (but in no event more than 60 days thereafter). Registrations
effected pursuant to Section 4.1 shall not be counted as registrations effected
pursuant to this Section 4.2. A registration requested pursuant to this Section
4.2 will not be deemed to have been effected unless it has become effective and
(i) all the Registrable Securities registered thereunder have been sold or (ii)
the registration remains effective for 120 days after it has been declared
effective by the SEC; provided that if, within 120 days after it has become
effective, the offering of Registrable Securities pursuant to such registration
is (A) interfered with by any stop order, injunction or other order or
requirement of the SEC or other Governmental Entity, or (B) the conditions to
closing specified in the underwriting agreement or similar agreement, if any,
entered into in connection with the sale of Registrable Securities pursuant to
such registration are not satisfied and the closing does not occur by reason of
a wrongful act, misrepresentation or breach by the Company, such registration
will be deemed not to have been effected.

           (d) If a requested registration pursuant to this Section 4.2
involves an underwritten offering and the managing underwriter advises the
Company in writing that, in its opinion, the number of securities requested to
be included in such registration (including securities of the Company which are
not Registrable Securities) exceeds the number which can be sold in such
offering without being reasonably likely to have an adverse effect on the price
or

                                       9

<PAGE>
 
timing of such offering of the securities to be registered, then the Company
will include in such registration only the Registrable Securities requested by
the Holders to be included in such registration. In the event that the number of
Registrable Securities requested by the Holders to be included in such
registration exceeds the number which, in the opinion of such managing
underwriter, can be sold without having the adverse effect referred to above,
the number of such Registrable Securities to be included in such registration
shall be allocated pro rata among all the requesting Holders on the basis of the
relative number of Registrable Securities then held by each such Holder
(provided that any amount thereby allocated to any such Holder that exceeds such
Holder's request will be reallocated among the remaining requesting Holders in
like manner). In the event that the number of Registrable Securities requested
to be included in such registration is less than the number which, in the
opinion of the managing underwriter, can be sold without having the adverse
effect referred to above, the Company may include in such registration the
securities the Company or other securityholders of the Company propose to sell
up to the number of securities that, in the opinion of the underwriter, can be
sold without having the adverse effect referred to above.

     4.3.  Obligations of the Company.  Whenever required under this Section 4
           --------------------------                                     
to effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:

           (a) prepare and file with the SEC within the applicable time period
specified by this Agreement a registration statement with respect to such
Registrable Securities and use its Commercially Reasonable Efforts to cause such
registration statement to become effective, and, upon the request of the Holders
of a majority of the Registrable Securities registered thereunder, keep such
registration statement effective for up to 120 days or such shorter period as is
provided herein;

           (b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act and the Exchange Act with respect to the disposition of all
securities covered by such registration statement for up to 120 days; provided
that before filing a registration statement or prospectus, or any amendments or
supplements thereto, the Company will furnish to counsel selected pursuant to
Section 4.5 hereof copies of all documents proposed to be filed, which documents
will be subject to the review of such counsel, such counsel to provide comments
to the Company no later than five days after receipt of such documents;

           (c) furnish to each seller of Registrable Securities registered
thereby such numbers of copies of a prospectus, including a preliminary
prospectus and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them;

           (d) use its Commercially Reasonable Efforts to register and qualify
the securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as shall be reasonably
requested by the sellers of the Registrable Securities registered thereby and
perform any and all other acts and things which may be reasonably necessary or
advisable to enable each such seller to consummate the disposition in such

                                       10

<PAGE>
 
jurisdictions of the Registrable Securities owned by such seller; provided,
however, that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions in which it is not then
so qualified or subject;

           (e) enter into such customary agreements (including an underwriting
agreement in customary form), which may include indemnification provisions in
favor of underwriters and other Persons in addition to or in substitution for
the provisions of Section 4.7 hereof, and take such other actions as the sellers
of a majority of such Registrable Securities or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities;

           (f) use its Commercially Reasonable Efforts to cause such
Registrable Securities covered by such registration statement to be registered
with or approved by such other Governmental Entities as may be necessary to
enable the seller or sellers thereof to consummate the disposition of such
Registrable Securities;

           (g) as promptly as practicable notify each seller of Registrable
Securities covered by such registration statement at any time when a prospectus
relating thereto is required to be delivered under the Securities Act of the
happening of any event as a result of which the prospectus included in such
registration statement, as then amended or supplemented, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing, or if for any other reason it shall be
necessary during such time period to amend or supplement the registration
statement or prospectus in order to comply with the Securities Act or other
applicable law and, at the request of any such seller, prepare and furnish to
such seller a reasonable number of copies of an amended or supplemental
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing and shall otherwise comply with the
Securities Act and other applicable laws;

           (h) otherwise use its Commercially Reasonable Efforts to comply with
all applicable rules and regulations of the SEC, and make available to its
security holders, as soon as reasonably practicable (but not more than 18
months) after the effective date of the registration statement, an earnings
statement which shall satisfy the provisions of Section 11(a) of the Securities
Act and the rules and regulations promulgated thereunder;

           (i) use its Commercially Reasonable Efforts to obtain a "cold
comfort" letter or letters from the Company's independent public accountants in
customary form and covering matters of the type customarily covered by "cold
comfort" letters as the sellers of a majority of such Registrable Securities
shall reasonably request and an opinion of the counsel representing the Company
for the purposes of such registration, in form and substance as is customarily
given to underwriters in an underwritten public offering, addressed to the
underwriters, if any, and to the Holders requesting registration of Registrable
Securities;

                                       11

<PAGE>
 
           (j) make available for inspection at reasonable times and upon
reasonable notice by any seller of such Registrable Securities covered by such
registration statement, by any underwriter participating in any disposition to
be effected pursuant to such registration statement and by any attorney,
accountant or other agent retained by any such seller or any such underwriter,
all pertinent financial and other records, pertinent corporate documents and
properties of the Company, and cause all of the Company's officers, directors
and employees to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such registration
statement as is customarily made available in connection with a "due diligence"
investigation for an underwritten secondary offering;

           (k) notify counsel for the Holders of Registrable Securities
included in such registration statement and the managing underwriter or agent,
if any, as promptly as practicable, and confirm the notice in writing (i) when
the registration statement, or any post-effective amendment to the registration
statement, shall have become effective, when the prospectus or any amendment or
supplement to the prospectus shall have been filed, (ii) of the receipt of any
comments from the SEC, or of any request of the SEC to amend the registration
statement or amend or supplement the prospectus or for additional information
(and to furnish such Holders with a copy thereof), and (iii) of the issuance by
the SEC of any stop order suspending the effectiveness of the registration
statement or of any order preventing or suspending the use of any preliminary
prospectus, or of the suspension of the qualification of the registration
statement for offering or sale in any jurisdiction, or of the institution or
threatening of any actions, suits or proceedings for any of such purposes;

           (l) use its Commercially Reasonable Efforts to prevent the issuance
of any stop order suspending the effectiveness of the registration statement or
of any order preventing or suspending the use of any preliminary or final
prospectus or suspending any qualification of the Registrable Securities for
sale in any jurisdiction and, if any such order is issued, to obtain the
withdrawal of any such order at the earliest possible moment;

           (m) if requested by the managing underwriter or agent or any Holder
of Registrable Securities covered by the registration statement, promptly
incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriter or agent or such Holder reasonably
requests to be included therein, including the number of Registrable Securities
being sold by such Holder to such underwriter or agent, the purchase price being
paid therefor by such underwriter or agent and any other terms of the
underwritten offering of the Registrable Securities to be sold in such offering;
and make all required filings of such prospectus supplement or post-effective
amendment as soon as practicable after being notified of the matters
incorporated in such prospectus supplement or post-effective amendment;

           (n) cooperate with the Holders of Registrable Securities covered by
the registration statement and the managing underwriter or agent, if any, to
facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legends) representing securities to be sold under the registration
statement, and enable such securities to be in such denominations and registered
in such names as the managing underwriter or agent, if any, or such Holders may
request at least two Business Days prior to the settlement date of any sale of
Registrable Securities;

                                       12

<PAGE>
 
           (o) cooperate with each seller of Registrable Securities and each
underwriter or agent participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the New York Stock Exchange or such other exchanges on which the
Registrable Securities are then listed; and

           (p) provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.

     4.4.  Furnish Information.  It shall be a condition precedent to the 
           -------------------          
obligations of the Company to take any action pursuant to this Section 4 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of such securities
as shall be reasonably required to effect the registration of such Holder's
Registrable Securities. Other than with respect to any registration request made
by Bank, the Company shall have no obligation with respect to any registration
requested pursuant to Section 4.2 hereof if, as a result of the application of
the preceding sentence, the anticipated aggregate offering price of the
Registrable Securities to be included in the registration does not equal or
exceed the number of shares or the anticipated aggregate offering price required
to originally trigger the Company's obligation to initiate such registration as
specified in Section 4.2(a)(ii)(A).

     4.5.  Expenses of Registration.  All expenses (other than underwriting 
           ------------------------                                          
discounts and brokers' commissions incurred in connection with registrations,
filings or qualifications of Registrable Securities pursuant to Section 4.1 and
Section 4.2 for each Holder), including (without limitation) all registration,
filing, listing and qualification fees, all fees and expenses of complying with
securities or blue sky laws (including fees and expenses of counsel in
connection with any registration or offering), printers' and accounting fees
(including the fees and expenses for a "comfort" letter in connection with an
offering of Registrable Securities), fees and disbursements of counsel for the
Company and the reasonable fees and disbursements of one counsel for the selling
Holders selected by them, shall be borne by the Company. The Holders shall be
responsible for all underwriting discounts and brokers' commissions applicable
to the Registrable Securities registered for their account pursuant to Sections
4.1 and 4.2.

     4.6.  Delay of Registration.  No Holder shall have any right to obtain 
           ---------------------              
or seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 4.

     4.7.  Indemnification.
           --------------- 

           (a)  Indemnification by the Company.  In the event of any 
                ------------------------------                            
registration of any securities of the Company under the Securities Act pursuant
to Section 4.1 or 4.2, the Company shall indemnify and hold harmless, to the
fullest extent permitted by law, each seller of any Registrable Securities
covered by such registration statement, each Affiliate of such seller and their
respective directors and officers or general and limited partners (including any
director, officer, affiliate, employee, agent and controlling Person of any of
the foregoing), each other Person who participates as an underwriter in the
offering or sale of such securities and each other Person, if any, who controls
such seller or any such underwriter within the meaning of

                                       13

<PAGE>
 
the Securities Act (collectively, the "Indemnified Parties"), against any and
all losses, claims, damages or liabilities, joint or several, and expenses
(including reasonable attorney's fees and reasonable expenses of investigation)
to which such Indemnified Party may become subject under the Securities Act,
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions or proceedings in respect thereof, whether or not such Indemnified
Party is a party thereto) arise out of or are based upon (a) any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement under which such securities were registered under the
Securities Act, any preliminary, final or summary prospectus contained therein,
or any amendment or supplement thereto, or (b) any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein (in the case of a prospectus, in light of the
circumstances under which they were made) not misleading, and the Company will
reimburse such Indemnified Party for any legal and any other expenses reasonably
incurred by it in connection with investigating or defending against any such
loss, claim, damage, liability, action or proceeding, as such expenses are
incurred; provided that the Company shall not be liable to any Indemnified Party
in any such case to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement or amendment or supplement thereto
or in any such preliminary, final or summary prospectus in reliance upon and in
conformity with written information furnished to the Company through an
instrument duly executed by such seller specifically stating that it is for use
in the preparation thereof; provided, further, that the Company shall not be
liable to any Indemnified Party in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement or
amendment or supplement thereto or in any such preliminary, final or summary
prospectus which was corrected (and filed with the SEC, to the extent
applicable) prior to the sale of Registrable Securities by an Indemnified Party
to a Person as to whom it was established that there was not sent or given, at
or prior to the written confirmation or other consummation of such sale, a copy
of the corrected registration statement, amendment, supplement or prospectus,
provided that the Company complied fully and on a timely basis with all of its
obligations under Section 4.3(g) prior to the time of such confirmation or other
consummation of sale. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such seller or any
Indemnified Party and shall survive the transfer of such securities by such
seller.

           (b)  Indemnification by the Seller.  The Company may require, as a 
                -----------------------------                            
condition to including any Registrable Securities in any registration statement
filed in accordance with Section 4.3, that the Company shall have received an
undertaking reasonably satisfactory to it from each prospective seller of such
Registrable Securities or any underwriter therefor to indemnify and hold
harmless (in the same manner and to the same extent as set forth in paragraph
(a) of this Section 4.7), severally and not jointly, the Company, each of its
directors, each of its officers who has signed the registration statement or
each Person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act with respect to any untrue statement or
alleged untrue statement in or omission or alleged omission from such
registration statement, any preliminary, final or summary prospectus contained
therein, or any amendment or supplement thereto, if such untrue statement or
alleged untrue statement or

                                       14

<PAGE>
 
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company through an instrument duly executed
by such seller or underwriter specifically stating that it is for use in the
preparation of such registration statement, preliminary, final or summary
prospectus or amendment or supplement. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Company,
its directors, its officers who have signed the registration statement and any
such controlling Person, and shall survive the transfer of such securities by
such seller. In no event shall the liability of any selling Holder of
Registrable Securities hereunder be greater in amount than the dollar amount of
the proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.

           (c)  Notices of Claims, Etc.  Promptly after receipt by an 
                ----------------------                                     
Indemnified Party hereunder of written notice of the commencement of any action
or proceeding with respect to which a claim for indemnification may be made
pursuant to this Section 4.7, such Indemnified Party will, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
latter of the commencement of such action; provided that the failure of the
Indemnified Party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding paragraphs of this
Section 4.7, except to the extent that the indemnifying party is actually and
materially prejudiced by such failure to give notice. In case any such action is
brought against an Indemnified Party, unless in such Indemnified Party's
reasonable judgment a conflict of interest between such Indemnified Party and
indemnifying parties may exist in respect of such claim, the indemnifying party
will be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified to the extent that it may
wish, with counsel reasonably satisfactory to such Indemnified Party, and after
notice from the indemnifying party to such Indemnified Party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
Indemnified Party for any legal or other expenses subsequently incurred by the
latter in connection with the defense thereof other than reasonable costs of
investigation. If, in the reasonable judgment of the counsel to the Indemnified
Party, having common counsel with an indemnifying party could result in a
conflict of interest because of different or additional defenses that may be
available to the Indemnified Party, then such Indemnified Party may employ at
the indemnifying party's expense separate counsel to represent or defend such
Indemnified Party in such action, it being understood, however, that the
indemnifying party shall not be liable for the reasonable fees and expenses of
more than one separate firm of attorneys at any time for all such Indemnified
Parties (in addition to local counsel) in such action or group of related
actions arising out of the some facts or circumstances. Without the prior
consent of the Indemnified Party, no indemnifying party will consent to entry of
any judgment or enter into any settlement which does not include, as an
unconditional term thereof, the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability with respect to such claim or
litigation or that imposes any material obligations on the Indemnified Party
(other than financial obligations for which the Indemnified Party will be fully
indemnified hereunder).

           (d)  Contribution.
                ------------ 

           (i)  If the indemnification provided for in this Section 4.7 from the
     indemnifying party is unavailable to an Indemnified Party hereunder in
     respect of any losses, claims, damages, liabilities or expenses referred to
     herein, then the indemnifying

                                       15

<PAGE>
 
     party, in lieu of indemnifying such Indemnified Party, shall contribute to
     the amount paid or payable by such Indemnified Party as a result of such
     losses, claims, damages, liabilities or expenses in such proportion as is
     appropriate to reflect the relative fault of the indemnifying party and
     Indemnified Party in connection with the actions which resulted in such
     losses, claims, damages, liabilities or expenses, as well as any other
     relevant equitable considerations. The relative fault of such indemnifying
     party and Indemnified Party shall be determined by reference to, among
     other things, whether the untrue or alleged untrue statement of a material
     fact or omission or alleged omission to state a material fact which gave
     rise to such action or liability, has been made by, or relates to
     information supplied by, such indemnifying party or Indemnified Party, and
     the parties' relative intent, knowledge, access to information and
     opportunity to correct or prevent such action. The amount paid or payable
     by a party under this Section 4.7(d) as a result of the losses, claims,
     damages, liabilities and expenses referred to above shall be deemed to
     include any legal or other fees or expenses reasonably incurred by such
     party in connection with any investigation or proceeding.

           (ii) The parties hereto agree that it would not be just and
     equitable if contribution pursuant to this Section 4.7(d) were determined
     by pro rata allocation or by any other method of allocation which does not
     take account of the equitable considerations referred to in the immediately
     preceding paragraph. Notwithstanding anything in this Section 4.7 to the
     contrary, no indemnifying party (other than the Company) shall be required
     pursuant to this Section 4.7 to contribute any amount in excess of the
     gross proceeds received by such indemnifying party from the sale of
     Registrable Securities in the offering to which the losses, claims, damages
     or liabilities of the Indemnified Parties relate. No Person guilty of
     fraudulent misrepresentation (within the meaning of Section 11(f) of the
     Securities Act) shall be entitled to contribution from any Person who was
     not guilty of such fraudulent misrepresentation.

           (e)  Non-Exclusivity.  Indemnification pursuant to this Section 
                ---------------                                           
4.7 shall be a non-exclusive remedy, and the obligations of the parties under
this Section 4.7 shall be in addition to any liability which any party may
otherwise have to any other party.

           (f)  Survival of Obligations.  The obligations of the Company and 
                -----------------------                                     
the Holders under this Section 4.7 shall survive the completion of any offering
of Registrable Securities in a registration statement under this Section 4 and
shall survive the termination of this Agreement.


     4.8.  Assignment of Registration Rights.  The rights to cause the Company
           ---------------------------------                                
to register Registrable Securities pursuant to this Section 4 may be assigned
(but only with all related obligations) by a Holder to (i) any Affiliate of such
Holder or (ii) a transferee or assignee of such Holder's Registrable Securities
representing at least 5% of the then-outstanding Registrable Securities,
provided the Company is, within a reasonable time after such transfer, furnished
with written notice of the name and address of such transferee or assignee and
the securities with respect to which such registration rights are being assigned
and such transferee or assignee becomes a party to this Agreement. For the
purposes of determining the number of shares of Registrable Securities held by a
transferee or assignee, the holdings of transferees and assignees of a business
entity who are affiliates, retired affiliates of such entity (including spouses
and ancestors, lineal descendants and siblings of such affiliates or affiliates
who acquire Registrable 

                                       16

<PAGE>
 
Securities by gift, will or intestate succession) shall be aggregated together
with the business entity; provided that all assignees and transferees who would
not qualify individually for assignment of registration rights shall have a
single attorney-in-fact for the purpose of exercising any rights, receiving
notices or taking any action under Section 4.

     4.9.  Reports under Exchange Act.  With a view to making available to the
           --------------------------                                         
Holders the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public pursuant to a registration on Form S-3
or without registration, the Company agrees to:

           (a) file the reports required to be filed by it under the Securities
Act and the Exchange Act and the rules and regulations adopted by the SEC
thereunder (or, if the Company is not required to file such reports, it will,
upon the request of any Holder, make publicly available such information as is
specified in Section (c)(2) of Rule 144), all to the extent required from time
to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or (ii) any similar rule or regulation hereafter adopted by
the SEC;

           (b) take such action as may be necessary from time to time to enable
the Holders to utilize Form S-3 (or any successor form that provides for short-
form registration) for the sale of their Registrable Securities, such action to
be taken as soon as practicable after the Effective Date; and

           (c) furnish to any Holder, so long as accurate and so long as the
Holder owns any Registrable Securities, forthwith upon request (i) a written
statement by the Company that it has complied with the reporting requirements of
SEC Rule 144 (at any time after 90 days after the Effective Date), the
Securities Act and the Exchange Act, or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3 (or any successor form that
provides for short-form registration) (at any time after it so qualifies), (ii)
a copy of the most recent annual or quarterly report of the Company and such
other reports and documents so filed by the Company, and (iii) such other
information as may be reasonably requested in availing any Holder of any rule or
regulation of the SEC which permits the selling of any such securities without
registration or pursuant to such form.

     4.10. "Market Stand-Off" Agreement.
           ---------------------------- 

           (a) Each Holder hereby agrees with respect to the first two
registered primary offerings of Common Stock effected by the Company for its own
account after the Effective Date that, during the period of duration (up to, but
not exceeding, 120 days, it being understood that the Company will request that
such managing underwriter consider in good faith whether to permit a lesser
period of time) specified by the managing underwriter for such offering
following the effective date of the applicable registration statement of the
Company filed under the Securities Act, it shall not, to the extent requested by
the Company and such managing underwriter, directly or indirectly, effect or
agree to effect any public sale or distribution, including any short sale, of
shares of Common Stock (or any securities convertible into or expressible for
shares of Common Stock), other than as part of such underwritten public

                                       17

<PAGE>
 
offering; provided, however, that all officers and directors of the Company and
all other Persons with registration rights (whether or not pursuant to this
Agreement) enter into similar agreements.

           (b) In order to enforce the foregoing covenant, the Company may
impose stop-transfer instructions with respect to the Registrable Securities of
each Holder (and the shares or securities of every other Person subject to the
foregoing restrictions) until the end of such period, and each Holder agrees
that, if so requested, such Holder will execute an agreement in the form
provided by the underwriter containing terms that are substantially consistent
with the provisions of this Section 4.10.

     4.11. Other Registration Rights. Except with respect to shares of Common
           -------------------------
Stock issued in connection with acquisitions by the Company that, individually
or in the aggregate, do not exceed $20 million in aggregate consideration, if
the Company at any time grants to any other holders of its securities any rights
to request the Company to effect the registration under the Securities Act of
any such securities on terms more favorable to such holders than the terms set
forth in this Agreement, the terms of this Agreement shall be deemed amended or
supplemented to the extent necessary to provide the Holders such more favorable
rights and benefits and the Company shall promptly give notice to the Holders
specifying such amendments or supplements.

                                   SECTION 5

                             CORPORATE GOVERNANCE
                             --------------------

     5.1.  Board of Directors.  Bank and the Company hereby agree as follows:
           ------------------                                                

           (a) Bank shall be entitled to nominate two directors to the Board.
The first such director will be appointed to the class of directors whose term
expires in 2002 and the second such director will be appointed to the class of
directors whose term expires in 2003. At the expiration of their respective
initial terms in office, the Company shall nominate each of such Bank-nominated
directors for reelection with his or her class for reelection to a full three-
year term (respectively, the "Full Term"). The Company hereby agrees that, at
and in connection with each annual or special meeting of shareholders of the
Company at which directors of the Company are to be elected occurring prior to
the completion of the applicable Full Term, the Company, the Board and the
nominating committee thereof will (i) nominate and recommend to shareholders for
election or re-election as part of the management slate of directors such
individuals nominated by Bank and (ii) the Company shall use all Commercially
Reasonable Efforts to cause the election or re-election of such individuals,
including without limitation providing the same type of support for the election
of such individuals as directors of the Company as provided by the Company, its
directors, its management and its Affiliates to other Persons standing for
election as directors of the Company as part of the management slate, in each
case to the extent necessary so that each of such Bank-nominated directors is
elected to and able to serve his or her applicable Full Term.

                                       18

<PAGE>
 
           (b) As long as any Bank-nominated director is then serving on the
Board pursuant to Section 5.1(a), the Company will use its Commercially
Reasonable Efforts to cause each of the audit and compensation committees of the
Board, and such other key committees of the Board as the parties shall mutually
agree from time to time, to include at least one director designated by Bank,
other than under circumstances in which it would be inconsistent with applicable
Law (as, for example, in the case of certain special committees of independent
directors formed to consider matters relating to Bank).

           (c) The Company shall give such further assurances to Bank, and shall
execute, acknowledge and deliver all such other instruments (including without
limitation any amendments to its articles of incorporation and by-laws) and take
such further action as may be reasonably necessary or appropriate to effectuate
the provisions of this Section 5.1.

     5.2.  Compliance with Bank Regulatory Matters.
           --------------------------------------- 

           (i) The Company shall not acquire (A) more than 5% of any class of
     (1) "voting securities" (as such terms is defined in the U.S. Bank Holding
     Company Act of 1956, as amended, and the U.S. Federal Reserve Board's
     regulations thereunder), (B) more than 24.9% of the equity or (C)
     substantially all the assets of any company or business in the United
     States, or engage in the United States in any activity other than a
     Permissible Activity, or acquire any other assets in the United States
     other than in connection with a Permissible Activity. For purposes of the
     preceding sentence, a "Permissible Activity" means an activity that is
     permitted for a bank holding company pursuant to Section 4(c)(8) or Section
     4(k) of the United States Bank Holding Company Act of 1956, as amended.

           (ii) The Company shall not conduct any business, and shall not
     acquire any ownership interest in any entity, such that the Company would
     be an entity in which Bank is not permitted to hold a "substantial
     investment" within the meaning of such term pursuant to the Bank Act
     (Canada) as amended from time to time.

           (iii) Prior to making such acquisition or engaging in any such
     activity, the Company shall provide Bank with reasonable prior written
     notice describing the proposed transaction and the other party or parties
     thereto and shall cooperate with Bank in preparing, filing and obtaining,
     and Bank shall use its Commercially Reasonable Efforts to prepare, file and
     obtain, at the Company's expense, any approvals or consents that may be
     necessary under applicable law. 

           (iv) Notwithstanding anything in this Agreement to the contrary, in
     the event that the Company fails to comply with the provisions of this
     Section 5.2, without limiting any other rights that Bank may have with
     respect to such failure to comply, Bank will cease to be bound by the
     restrictions on transfer set forth in Section 2 of this Agreement and shall
     automatically be permitted to request that the Company effect the
     registration of its Registrable Securities pursuant to Section 4.2;
     provided that unless specifically ordered otherwise by the Minister of
     Finance (Canada), the Superintendent of Financial Institutions appointed
     under the Bank Act (Canada) or the U.S. Federal Reserve Board, Bank shall
     use it Commercially Reasonable Efforts to dispose of its Registrable

                                       19

<PAGE>
 
     Securities in a manner that, to the extent practicable in the
     circumstances, does not unduly disrupt the public trading market of the
     Common Stock.

                                   SECTION 6

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

     6.1.  Legends. (a) In addition to any other legend that may be required and
           -------
be placed thereon, each certificate representing the Shares shall be endorsed
with a legend in substantially the following form:

                             TRANSFER IS RESTRICTED
                             ----------------------

THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN GLOBAL PAYMENTS INC. AND CANADIAN
IMPERIAL BANK OF COMMERCE, DATED AS OF ____________ __, 200_, A COPY OF WHICH IS
AVAILABLE FROM THE COMPANY.

           (b) Bank agrees that the Company may also endorse any other legends
required by applicable federal or state securities laws and securities laws of
applicable foreign jurisdictions. The Company shall not be required (a) to
transfer on its books any Shares that have been sold or transferred in violation
of the provisions of this Agreement (including the foregoing legends), or (b) to
treat as the Beneficial Owner of the Shares, or otherwise to accord voting or
dividend rights to, any transferee to whom the Shares have been transferred in
contravention of this Agreement (or such legends).

           (c) The Company shall issue new certificates not bearing the legends
set forth or contemplated above in exchange for legended certificates (i) as
provided in Section 4.3(o) or (ii) upon the request of any Holder who submits
such certificates to the Company for exchange together with an opinion of
counsel reasonably acceptable to the Company to the effect that such legend or
legends are no longer required under the Securities Act or applicable state
securities laws and that the securities represented by such certificates are no
longer subject to transfer restrictions under this Agreement.

     6.2.  Enforceability/Severability. The parties hereto agree that each
           ---------------------------
provision of this Agreement shall be interpreted in such a manner as to be
effective, valid and enforceable to the fullest extent permitted under
applicable law. If any provision of this Agreement shall nonetheless be held to
be prohibited by or invalid under applicable law, such provision shall be
effective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

     6.3.  Remedies. Each party hereto will be entitled to enforce its rights
           --------
under this Agreement specifically, to recover damages by reason of any breach of
any provision hereof, and to exercise all other rights existing in its favor.
Each party hereto agrees and acknowledges that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that the
parties hereto would be irreparably damaged in the event any of the provisions
of this Agreement were not performed in accordance with their specific terms or
were 

                                       20

<PAGE>
 
otherwise breached. It is accordingly agreed that either party hereto shall be
entitled to preliminary and permanent injunctive relief to prevent breaches of
the provisions of this Agreement by the other party hereto without the necessity
of proving actual damages or of posting any bond, and to enforce specifically
the terms and provisions hereof and thereof, which rights shall be cumulative
and in addition to any other remedy to which the parties hereto may be entitled
hereunder or at law or equity.

     6.4.  Entire Agreement; Successors and Assigns. This Agreement constitutes
           ----------------------------------------
the entire agreement between the parties hereto relative to the subject matter
hereof and supersedes any previous agreement among the parties. Subject to the
exceptions specifically set forth in this Agreement, the terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective
executors, administrators, heirs, successors and assigns of the parties. Bank
may assign or transfer its rights under this Agreement to a Subsidiary or other
Affiliate.

     6.5.  Governing Law; Waiver of Jury Trial, Arbitration. (i) This Agreement
           ------------------------------------------------
shall be governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed therein. The parties
to this Agreement hereby agree to submit to the jurisdiction of the courts of
the State of New York, the courts of the United States of America for the
Southern District of New York, and appellate courts from any thereof in any
action or proceeding arising out of or relating to this Agreement. The parties
hereto irrevocably and unconditionally waive trial by jury in any legal action
or proceeding in relation to this Agreement and for any counterclaim therein.
Any dispute or controversy between the Company and any Holder arising under or
in connection with this Agreement shall be resolved by arbitration (by three
arbitrators) in New York, New York conducted in accordance with the then
prevailing rules of the American Arbitration Association, except that, in the
selection of the panel of three arbitrators, the Company and such Holder shall
each select one arbitrator and such party-selected arbitrators shall select the
third arbitrator. The parties hereby agree that no party shall be entitled to
punitive damages hereunder. If any party shall fail to select an arbitrator
within 30 days after being notified by the other party of the commencement of
arbitration proceedings under this Section 6.5, the notifying party may apply to
the American Arbitration Association for the appointment of an arbitrator on
behalf of the other party. The judgment of the arbitrators in any such
proceeding shall be final, binding and conclusive on the parties, and a judgment
may be entered by the prevailing party on account thereof. The prevailing party
or parties in an arbitration conducted pursuant to this Section 6.5 shall be
entitled to recover its legal fees and expenses from the losing party or parties
thereof.

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

     6.7.  Headings. The section headings of this Agreement are for convenience
           --------
and shall not by themselves determine the interpretation of this Agreement.

     6.8.  Notices. Any notice required or permitted hereunder shall be given in
           -------
writing and shall be conclusively deemed effectively given (a) upon personal
delivery, (b) one Business Day after deposit with a nationally recognized
overnight delivery service, (c) five days after deposit in the United States
mail, by registered or certified mail, postage prepaid, or (d) when telecopied,

                                       21

<PAGE>
 
receipt acknowledged, addressed in each case to the appropriate address and
facsimile numbers set forth below (or to such other address as a party may
designate by ten days' advance written notice to the other parties):

           If to Bank, to: 

           c/o CIBC World Markets Inc. 
           161 Bay Street, BCE Place
           7th Floor 
           Toronto, Ontario M5J 258 
           Attention: Richard E. Venn, Senior Executive Vice President 
           Facsimile No.: (416) 594-8223 
           and 
           Attention: David Marshall, Vice Chairman 
           Facsimile No.: (416) [___-____] 

           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: Robert J. Richardson, Associate General Counsel 
           Facsimile No.: (416) 304-2860 

           and to: 

           Simpson Thacher & Bartlett
           425 Lexington Avenue 
           New York, New York 10017 
           Attention: Lee Meyerson, Esq.
           Facsimile No.: (212) 455-2502 

           If to the Company, to: 

           Global Payments Inc. 
           #2 National Data Plaza 
           Atlanta, Georgia 30329-2010 
           Attention: Office of the General Counsel 
           Facsimile No: (404) 728-2990

     6.9.  Amendment of Agreement. This Agreement may be amended and the Company
           ----------------------
may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent to such amendment, action or omission to act, of the Holders of
a majority of the Registrable Securities 

                                       22

<PAGE>
 
then outstanding. Each Holder of any Registrable Securities at the time or
thereafter outstanding shall be bound by any consent authorized by this Section
6.9, whether or not such Registrable Securities shall have been marked to
indicate such consent.

     6.10. No Inconsistent Agreements. The Company agrees not to enter into any
           --------------------------
other agreement that is inconsistent with or conflicts with any provision of
this Agreement or which would impair its ability to perform its obligations
under this Agreement on a timely basis.

                                       23

<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date above set forth.


                              GLOBAL PAYMENTS INC.


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


                              CANADIAN IMPERIAL BANK OF COMMERCE


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


                              By:
                                 --------------------------------------------
                                 Name:  David Marshall
                                 Title:  Vice Chairman

                                       24



<PAGE>
 
                                                                   EXHIBIT 10.21

                          MARKETING ALLIANCE AGREEMENT
                          ----------------------------

                                        

                                        
     MARKETING ALLIANCE AGREEMENT dated as of ______________ among CANADIAN
IMPERIAL BANK OF COMMERCE, a bank formed under the laws of Canada (the "Bank"),
and NATIONAL DATA PAYMENT SYSTEMS, INC., a New York corporation ("NDPS") and
Global Payments Inc. ("Global Payments") as the guarantor of NDPS' obligations
hereunder, as described on the last page of this Agreement.

     WHEREAS, the Bank and NDPS entered into an Asset Purchase Agreement dated
_________________ (the "Asset Purchase Agreement"), pursuant to which the Bank
agreed to sell to NDPS or an Affiliate of NDPS, the Assets Sold (as defined
therein);

     WHEREAS, the parties have each agreed to undertake or cause to be
undertaken certain activities with respect to the Merchant Business;

     WHEREAS, it was a condition to the consummation of the transactions
provided for in the Asset Purchase Agreement that the Bank and NDPS enter into
this Marketing Alliance Agreement;

     NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants contained herein, the Bank and NDPS agree as follows:

SECTION 1.    DEFINITIONS AND INTERPRETATION

SECTION 1.1   Certain Defined Terms.  For purposes of this Agreement, the
              ---------------------                                      
following terms shall have the following meanings:

     "Account
 Fees" has the meaning set forth in Section 5.2.

     "Advisors" means, with respect to a Person, the Person's employees, agents,
professional advisors and consultants and "Advisor" means any one of them.

     "Affiliates" means, with respect to the Person specified, a Person that
Controls or is Controlled by, or is under common Control with, the Person
specified.

     "Arbitration" has the meaning set forth in Section 22.5.

     "Arbitration Act" has the meaning set forth in Section 22.5.

     "Asset Purchase Agreement" has the meaning set forth in the Recitals.

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

                                       1

<PAGE>
 
     "Association Rules" means the rules and regulations established from time
to time by a Credit Card Association or Network Organization.

     "Bank Data" means all data and information, including, but not limited to,
personal information, account balance information, facts, records, business data
tapes and documents, relating to the Bank's businesses (other than the Merchant
Business or information which has otherwise been disclosed by a Merchant or a
customer to NDPS directly or is available in the public domain).

     "Bank Default" has the meaning set forth in Section 14.2.

     "Bank Marks" means the Bank's trade name and trade-marks specifically
identified in the Trademark Licence Agreement.

     "Bank Service Location" means any location where the Bank performs Bank
Services.

     "Bank Services" means the services to be provided by, and all other
obligations of, the Bank expressly provided for in this Agreement in fulfilment
of obligations under the Merchant Agreements, including the Transition Services
for so long as, and to the extent that, they are provided under the Transition
Agreement.

     "BIN" means a Bank Identification Number used in connection with Credit
Card Transactions, as described in greater detail in the applicable Association
Rules.

     "BIN Reporting" has the meaning set forth in Section 8.2.

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

     "Business Recovery Plans" means, as the case may be, NDPS' business
recovery procedures with respect to the Merchant Business currently in the form
attached hereto as Schedule 12.1, as updated and modified from time to time in
                   -------------                                              
accordance with the terms of this Agreement, and the Bank's business recovery
procedures with respect to the Bank Services, as updated and modified from time
to time in accordance with the terms of this Agreement.

     "Canadian Financial Institution" has the meaning set forth in the Asset
Purchase Agreement.

     "Card Transactions" means Credit Card Transactions and Debit Card
Transactions.

     "Chair" has the meaning ascribed thereto in Section 22.5.

                                       2

<PAGE>
 
     "Chargeback" has the meaning, with respect to VISA, specified in the VISA
Rules and, with respect to any other Credit Card Association or Network
Organization, has the meaning given to the equivalent term under the applicable
Association Rules.

     "CIBC System" has the meaning set forth in Section 10.5.

     "Clearing System Rules" means, for a Clearing System, the rules and
regulations established from time to time relating to the use and operation of
the Clearing System.

     "Clearing System" means the relevant payment system, such as the Canadian
Payments Association, used to effect payments for Card Transactions.

     "Client Relations Representative" has the meaning set forth in Section
15.1.

     "Commercially Reasonable Efforts" means the efforts that a prudent person
who desires to complete a 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.

     "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;

     "Credit Card" means a credit card or Off-Line Debit Card bearing the symbol
of a Credit Card Association which is accepted by a Merchant pursuant to the
terms of a Merchant Agreement, and in respect of which Credit Card Transactions
are cleared and settled through the Credit Card Interchange System.

     "Credit Card Associations" means VISA U.S.A., Inc., VISA Canada Inc., the
Canadian MasterCard entity, if any, MasterCard USA, Inc., Visa International,
Inc., MasterCard International, Inc. or any other association that the parties
may agree upon from time to time and any successor organization or association
of any of them.

     "Credit Card Clearing Date" means the date the Credit Card Association
receives the information relating to a Card Transaction from NDPS or its
Merchant Accounting Processor.

     "Credit Card Interchange System" means a system of clearing and settling
Credit Card Transactions established by a Credit Card Association.

     "Credit Card Transaction" means an electronic or documentary transaction
involving a Merchant pursuant to which the method of payment is by Credit Card.

                                       3

<PAGE>
 
     "Credit Card Transaction Records" means the electronic or documentary files
relating to Credit Card Transactions.

     "Credit Facility" has the meaning set forth in the Asset Purchase
Agreement.

     "Credit Loss" means a loss resulting from the failure by a Merchant to pay
amounts owed by it under a Merchant Agreement, other than amounts owed by reason
of a Chargeback.

     "Debit Card" means an on-line debit card, bearing the symbol of a Network
Organization, which is accepted by a Merchant pursuant to the terms of a
Merchant Agreement and in respect of which Debit Card Transactions are cleared
and settled through the Bank in accordance with the procedures established by
the applicable Network Organization.

     "Debit Card Transaction" means an electronic transaction involving a
Merchant pursuant to which the method of payment is by Debit Card.

     "Debt Card Transaction Records" means the electronic or documentary files
relating to a Debit Card Transaction.

     "Dispute" has the meaning set forth in Section 22.1.

     "EFT" means an electronic funds transfer.

     "Emergency" has the meaning set forth in Section 2.7.

     "Excluded Merchant Agreements" has the meaning given to such term in the
Asset Purchase Agreement.

     "Existing Merchant Agreement" means an agreement, whether oral or written,
dated before the date of this agreement and in effect on the date hereof between
the Bank and a merchant pursuant to which the Merchant undertakes to honour
Cards, to deposit Card Transaction records with the Bank and to settle with the
Bank for Card Transactions with the Bank and the Bank agrees to provide such
other related services as may be set forth in such agreement and a merchant
member agreement, an instant payment service agreement, a terminal authorization
and draft deposit service agreement, an instant payment merchant agreement, a
guaranteed reservation service agreement, a merchant tape deposit service
agreement, a telephone and mail order agreement, a merchant agreement acceptance
form, and applications for merchant service.

     "Force Majeure Event" has the meaning set forth in Section 12.2.

     "Foreign Interchange Amount" has the meaning set forth in Section 7.3(a).

     "Foreign Interchange Notice" has the meaning set forth in Section 7.3(c).

                                       4

<PAGE>
 
     "Foreign Transactions" has the meaning set forth in Section 7.3(a).

     "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, whether
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.

     "ICA" means the identification or account number used by a member of a
Credit Card Association in connection with certain Credit Card Transactions, as
described in greater detail in the applicable Association Rules.

     "Indemnitee" has the meaning set forth in Section 20.1.

     "Indemnitor" has the meaning set forth in Section 20.1.

     "Independent Sales Organization" means a non-Affiliated sales organization
that may refer merchants to NDPS in connection with the Merchant Business.

     "Interac" means Interac Association.

     "Interchange Fee" means a fee payable to the applicable Credit Card
Association (part of which is payable to the applicable Credit Card issuer) in
respect of a Credit Card Transaction.

     "Initiating Party" has the meaning set forth in Section 22.2.

     "Issuing Account" means an account maintained by the Bank for the purposes
of clearing Credit Card Transactions in respect of which the cardholder making
the transaction uses a Credit Card issued by the Bank and the Merchant maintains
a Merchant Depository Account at the Bank.

     "Joint Director Committee" means a committee comprised of two directors of
Global Payments nominated by the Bank (or if the Bank has not nominated two
directors, then the members of the Bank on the Committee shall be the remaining
director if any, of Global Payments, and an officer or officers of the Bank
designated by the Bank) and two directors of Global Payments Inc. designated by
NDPS.

     "Key Accounts" has the meaning set forth in Section 2.7.

     "Key Account Notice" has the meaning set forth in Section 2.7.

     "Laws" means all applicable laws including all statutes, codes, ordinances,
decrees, rules, regulations, municipal by-laws, judicial or arbitral or
administrative or ministerial or 

                                       5

<PAGE>
 
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.

     "Legal Change" has the meaning set forth is Section 9.2.

     "Losses" has the meaning set forth in Section 20.1.

     "MasterCard" means, as applicable, the Canadian MasterCard entity, if any,
MasterCard International, Inc., MasterCard USA, Inc. and their respective
successor organizations.

     "MasterCard Card" means a Credit Card bearing the symbol of MasterCard,
Credit Card Transactions in respect of which are cleared and settled through the
MasterCard Credit Card Interchange System.

     "MasterCard Rules" means the rules and regulations established by
MasterCard.

     "Merchant" means any Person (other than the Bank or NDPS) that is a party
to a Merchant Agreement.

     "Merchant Accounting Processor" means a processor designated by NDPS from
time to time to perform data processing relating to Credit Card Transactions.

     "Merchant Agreements" means the Assigned Merchant Agreements and the New
Merchant Agreements.

     "Merchant Business" has the meaning set forth in the Asset Purchase
Agreement.

     "Merchant Depository Account" means a current account maintained by a
Merchant with the Bank or another financial institution for the purposes of
receiving funds in connection with Card Transactions and making payments of
amounts owing by the Merchant under the applicable Merchant Agreement.

     "Merchant Processing Services" means the products and services offered as
part of the Merchant Business.

     "Merchant's Edge Program" means the program between the Bank and National
Bank of Canada (or any other Canadian MasterCard issuer) in association with the
trade-mark "Merchant's Edge" under which Merchants may receive same day value
and next Business Day access to deposits for their VISA and MasterCard sales.

     "NDPS Account" has the meaning set forth in Section 5.1(c).

                                       6

<PAGE>
 
     "NDPS Default" has the meaning set forth in Section 14.3.

     "NDPS Data" shall mean all information relating to the business of NDPS and
its Affiliates including, without limitation, the Merchant Business (including,
without limitation, information regarding the identity of the Merchants as
customers of the Merchant Business, rate information, services provided to
Merchants and processing volumes) and the Assets Sold (as defined in the Asset
Purchase Agreement) (other than information which has otherwise been disclosed
by a Merchant or a customer to the Bank directly or is available in the public
domain).

     "NDPS Services" means (i) all services to be provided to Merchants by, and
all other obligations of, the Bank under or in respect of the Assigned Merchant
Agreements except for the Transition Services (only for so long as and to the
extent that they are to be provided under the Transition Agreement) and except
for the Bank Services, (ii) all services to be provided by, and all other
obligations of, NDPS under the New Merchant Agreements, and (iii) the services
and obligations of NDPS expressly provided for in this Agreement.

     "NDPS Service Location" means any location where NDPS performs any NDPS
Services.

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

     "New Merchant Agreements" has the meaning set forth in Section 2.5(a)

     "Off-line Debit Card" means a payment card bearing the name of a Credit
Card Association which is settled through the Credit Card Interchange System but
the charges are debited from the cardholder's account by the issuer rather than
being billed pursuant to a monthly statement.

     "Operative Documents" means, collectively, the Asset Purchase Agreement,
the Stock Purchase Agreement, this Agreement, the Transition Agreement, the
Trademark Licence Agreement, the Investor Rights Agreement, the Credit Facility
and the General Conveyance Agreement (all as referred to in the Asset Purchase
Agreement).

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

     "Originate" means the transmission of a file to a Clearing System for the
purposes of effecting an EFT.

     "Paper Processing Vendor" means the entity that NDPS designates to receive
documentary records relating to Card Transactions and that is responsible for
entering the relevant information concerning such transactions into an
electronic format.

                                       7

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

     "Privacy Policies and Procedures" means the privacy policies and procedures
attached as Schedule 11.6, as such procedures may from time to time be modified
            -------------                                                      
by the Bank, acting reasonably.

     "Reserve Account" has the meaning set forth in Section 7.1(c).

     "Security Policies and Procedures" means the security policies and
procedures of NDPS set out on Schedule 10.3(a), and of the Bank set out on
                              ----------------
Schedule10.3(b), relating to the Merchant Business, as such policies may be
---------------
modified from time to time in accordance with the provisions hereof.

     "Service Levels" means the services levels in respect of the Services set
forth in Schedule 3.
         ---------- 

     "Service Locations" means, collectively, the Bank Service Locations and the
NDPS Service Locations.

     "Services" means, collectively, the NDPS Services and the Bank Services.

     "Settlement" means the settlement of funds through a Credit Card
Interchange System or Network Organization.

     "Settlement Accounts" has the meaning set forth in Section 5.1(a).

     "Shortfall" means any shortfall in funds in the applicable Settlement
Account in respect of the Bank's reimbursement rights described in Sections
4.1(f) and 4.2(e).

     "Statement of Dispute" has the meaning set forth in Section 22.5.

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

     "Territory" means the United States (and all of its territories) and
Canada.

     "Third Party Assignee" has the means set forth in Section 2.2(b).

     "Trademark Licence Agreement" means the trademark licence agreement dated
the date hereof between the Bank and NDPS.

                                       8

<PAGE>
 
     "Transition Agreement" means the agreement dated the date hereof between
the Bank and NDPS by which the Bank is required to provide certain services in
support of the Merchant Business during the Transition Period.

     "Transition Period" has the meaning set forth in the Transition Agreement.

     "VISA" means, as applicable, VISA U.S.A., Inc., VISA Canada Inc. or Visa
International, Inc. or any successor organization of any of them.

     "VISA Card" means a Credit Card bearing the symbol of VISA, Credit Card
Transactions in respect of which are cleared and settled through the VISA Credit
Card Interchange System.

     "VISA Rules" means the applicable rules and regulations established from
time to time by VISA.
 
SECTION 1.2   Headings and Table of Contents. The division of this Agreement
              ------------------------------
into Sections, the insertion of headings and the provision of a table of
contents are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.

SECTION 1.3   Number and Gender. Unless the context requires otherwise, words
              -----------------
importing the singular include the plural and vice versa and words importing
gender include all genders.
              
SECTION 1.4   Performance on Business Days. Except as expressly provided for
              ----------------------------
herein, if any payment is required to be made or other action is required to be
taken pursuant to this Agreement on a day which is not a Business Day, then such
payment or action shall be made or taken on the next Business Day.
              
SECTION 1.5   References. Any reference in this Agreement to any Law,
              ----------
Association Rule or Clearing System Rule shall, unless otherwise expressly
stated, be deemed to be a reference to such Law, Association Rule or Clearing
System Rule as amended, restated or re-enacted from time to time.
              
SECTION 1.6   Section and Schedule References. Unless the context requires
              -------------------------------
otherwise, references in this Agreement to Sections or Schedules are to Sections
or Schedules of this Agreement. The Schedules to this Agreement form part of
this Agreement and are as follows:

SCHEDULES
---------
 
Schedule 2.5       -         New Merchant Agreements

Schedule 2.7       -         Key Accounts

Schedule 3         -         Service Levels

                                       9

<PAGE>
 
Schedule 7.2       -         Chargebacks and Credit Losses on Certain Accounts

Schedule 10.3(a)   -         NDPS Security Policies and Procedures

Schedule 10.3(b)   -         Bank Security Policies and Procedures

Schedule 11.6      -         Bank Privacy Policies and Procedures

Schedule 12.1      -         Business Recovery Plans

Schedule 15        -         Initial Client Relations Representatives


SECTION 2.    MERCHANT AGREEMENTS

SECTION 2.1   Assigned Merchant Agreements. The parties acknowledge that
              ----------------------------
pursuant to Section 2.1(a) of the Asset Purchase Agreement, the Bank has
effected an equitable assignment to NDPS of all of the Bank's rights under the
Assigned Merchant Agreements (it being further acknowledged that the Bank is
continuing as a party to the Assigned Merchant Agreements). Notwithstanding the
foregoing, the parties acknowledge that NDPS has the absolute right, by giving
notice to the applicable Merchants, to cause the equitable assignment described
above to be converted into a legal assignment of such rights. The parties also
confirm their intention that NDPS' covenant in Section 3.1 to provide the NDPS
Services will result in NDPS assuming and performing all of the Bank's
obligations under the Assigned Merchant Agreements (except for the Bank
Services) without affecting the Bank's contractual obligations to Merchants
pursuant to the Assigned Merchant Agreements.

SECTION 2.2   Further Assignment of Rights Under Merchant Agreements During the
              -----------------------------------------------------------------
Term.
---- 

     (a)  Subject to Section 2.2(b), and separate and apart from NDPS' right to
          cause the equitable assignment of the Bank's rights under the Assigned
          Merchant Agreements to be converted into a legal assignment of such
          rights as described in Section 2.1, the Bank hereby grants to NDPS an
          irrevocable right to require the Bank, during the term of this
          Agreement, on notice from NDPS, to assign to NDPS or to any other
          Person all but not less than all of the Bank's interest in some or all
          of the Merchant Agreements in effect on the effective date of the
          notice and all of the obligations of the Bank thereunder. Neither the
          Bank nor NDPS makes any representation or warranty as to the legal
          effect of such assignment and neither party shall have liability to
          the other for any Losses incurred by the other party as a result of
          the assignment, including any Losses resulting from a termination of
          any Merchant Agreements by Merchants.

     (b)  The assignment referred to in Section 2.2(a) shall be subject to the
          following conditions:

                                       10

<PAGE>
 
          (i)   an assignee other than NDPS or an Affiliate of NDPS (a "Third
                Party Assignee") shall not be permitted to use the Bank Marks
                without the written consent of the Bank;

          (ii)  the Bank shall have the right to cause NDPS or such Third Party
                Assignee to notify each affected Merchant that the Bank is no
                longer a party to such Merchant Agreements and to cause NDPS or
                such Third Party Assignee to convert such Merchants from the
                Bank's ICA/BINs, unless NDPS has caused the Bank to assign the
                ICA/BINs to such Third Party Assignee or other designee pursuant
                to Section 8.3(b);

          (iii) if the Bank elects to pursue its right under clause (ii), upon
                the effective date of the assignment, NDPS and the Bank agree
                that, (A) as between the Bank and such Third Party Assignee, the
                Bank shall have no further obligations or liabilities in respect
                of the Merchant Agreements (including to provide any Bank
                Services) and (B) NDPS or such Third Party Assignee and NDPS
                shall be deemed to have assumed and agreed thereafter to pay and
                discharge when due, and to indemnify and hold the Bank harmless
                with respect to, all such obligations and liabilities except for
                any obligations and liabilities of the Bank that relate to
                events (including sales transactions) occurring up to the
                effective time of such assignment or arising out of claims
                against the Bank by any party other than NDPS, any Affiliate of
                NDPS or any Third Party Assignee, who challenges the legal
                validity of any such assignment.

SECTION 2.3   Further Assignment of Rights Under Assigned Merchant Agreements
              ---------------------------------------------------------------
Upon the Expiry of the Term.
--------------------------- 

     (a)  Subject to Section 2.3(c), upon the expiry or termination of this
          Agreement, the Bank shall be deemed to have assigned to NDPS, and NDPS
          shall be deemed to have assumed, without any further action required
          by either of them, all but not less than all of the Bank's continuing
          interest (including all of the Bank's obligations and liabilities) in
          the Assigned Merchant Agreements in effect on the expiry or
          termination date.

     (b)  Neither the Bank nor NDPS makes any representation or warranty as to
          the legal effect of an assignment under Section 2.3(a) and neither
          party shall have liability to the other for any Losses incurred by the
          other party as a result of the assignment, including any Losses
          resulting from a termination of any Merchant Agreements by Merchants.

     (c)  Upon the effective date of the assignment, as between the Bank and
          NDPS, (i) the Bank shall have no further obligations or liabilities
          in

                                       11

<PAGE>
 
          respect of the Merchant Agreements (including to provide any Bank
          Services), (ii) NDPS shall notify each Merchant that the Bank is no
          longer a party to the Merchant Agreements, and NDPS shall be deemed to
          have assumed and agreed thereafter to pay and discharge when due, and
          to hold the Bank harmless with respect to, all such obligations and
          liabilities except for any obligations and liabilities of the Bank
          that relate to events (including sales transactions) occurring up to
          the effective time of such assignment or arising out of claims against
          the Bank by any Person (other than NDPS ) who challenges the legal
          validity of any such assignment.

SECTION 2.4   Termination, Modification of Assigned Merchant Agreements. Subject
              --------------------------------------------------------- 
to the provisions of Section 2.7 with respect to the Key Accounts, NDPS shall
have the right to require the Bank to terminate or modify any of the Assigned
Merchant Agreements (including but not limited to the increase of fees or
discounts charged to Merchants) to the extent permissible thereunder in a manner
consistent with the Ordinary Course of NDPS' business, provided that no
modification to an Assigned Merchant Agreement may be effected without the prior
written consent of the Bank if the modification would reasonably be expected to
materially adversely affect the Bank's obligations thereunder (which are not
being performed or assumed by NDPS), or risks or costs arising therefrom,
including with respect to Transition Services or Bank Services. Subject to the
provisions of Section 2.7, NDPS has the right to compel the Bank to be a party
of legal proceedings involving merchants under Assigned Merchant Agreements.

SECTION 2.5   New Three Party Merchant Agreements.
              ----------------------------------- 

     (a)  The parties agree to use their Commercially Reasonable Efforts to
          attempt to enter into new written agreements with Merchants (to
          replace any Assigned Merchant Agreement) substantially in the form
          attached as Schedule 2.5 pursuant to which each of NDPS and the Bank
                      ------------
          shall be contracting parties with Merchants and shall be jointly and
          severally obligated to perform the services thereunder (the "New
          Merchant Agreements") within (i) three years from the date hereof as
          to Merchants listed on Schedule 7.2, and (ii) five years from the date
                                 ------------
          hereof as to Merchants other than those listed on Schedule 7.2.
                                                            ------------
          Notwithstanding the form of Schedule 2.5, NDPS agrees to act
                                      ------------
          diligently and in a commercially reasonable manner in negotiating a
          New Merchant Agreement with the Merchants listed on Schedule 7.2. The
                                                              ------------
          parties acknowledge that, as to Merchants other than those Merchants
          listed on Schedule 7.2, NDPS shall be deemed to have used Commercially
                    ------------
          Reasonable Efforts if it mails a new form of agreement to such
          Merchants without regard to the effectiveness of such actions. In
          addition, all Merchant Agreements for new Merchants from and after the
          Closing shall be substantially in the form of the New Merchant
          Agreements. The parties agree that services under New Merchant
          Agreements shall be performed for Merchants in accordance with the
          provisions of this Agreement, namely, the Bank shall perform the Bank
          Services and NDPS shall perform the NDPS Services. The parties agree
          that the process of converting to New Merchant

                                       12

<PAGE>
 
          Agreements from the Assigned Merchant Agreements shall commence with
          the Merchants listed on Schedule 7.2.
                                  ------------

     (b)  If NDPS desires the Bank to assign any rights it may have under any of
          the Merchant Agreements by virtue of the fact that the Bank remains a
          party to such contracts solely to comply with the Association Rules
          (if applicable), the Bank shall enter into an assignment agreement
          with an assignee designated by NDPS within a reasonable time after
          request whereby such assignee shall assume all of the Bank's
          obligations and liabilities under such Merchant Agreements as to
          transactions with a Credit Card Clearing Date occurring after the
          effective date of such assignment.

SECTION 2.6   Power of Attorney.  The Bank hereby grants NDPS a continuing power
              -----------------    
of attorney to execute New Merchant Agreements from time to time on behalf of
the Bank provided such New Merchant Agreements are substantially in the form of
the agreement attached as Schedule 2.5, as amended by NDPS from time to time
                          ------------                                      
with the prior written approval of the Bank, such approval not to be
unreasonably withheld.

SECTION 2.7   Key Accounts.  Attached hereto as Schedule 2.7 is a list of 
              ------------                      ------------             
Merchants that the parties acknowledge are significant relationship customers of
the Bank (the "Key Accounts"). If NDPS desires to cause a Merchant Agreement
that relates to a Key Account to be terminated or modified in a material respect
or to commence or threaten legal proceedings against a Key Account, NDPS shall
first give notice to the Bank's Client Relations Representative of its intention
to do so (a "Key Account Notice"), which notice shall include a description of
NDPS' proposed course of action and the reasons therefor. A Key Account Notice
indicating that NDPS desires either to terminate a Key Account because it
reasonably believes that a continuation of the Merchant Agreement may result in
losses to NDPS as a result of uncollected Chargebacks or Credit Losses or that
NDPS intends to seek injunctive relief against the Key Account shall be
considered an "Emergency". The Bank must respond to an Emergency on the same
Business Day as the Key Account Notice is delivered, if the Key Account Notice
is delivered by 12:00 p.m., or the next Business Day, if delivered after 12:00
p.m. If the Key Account Notice does not relate to an Emergency, the Bank shall
have five (5) Business Days after delivery of the Key Account Notice to respond.
If the Bank responds to NDPS within the applicable response time that it wishes
to become involved in the proposed action involving a Key Account with a view to
avoiding or preventing the proposed termination or legal proceeding or otherwise
addressing the issues set forth in the Key Account Notice, or the Bank and NDPS
shall negotiate in good faith to ensure that a mutually agreeable solution is
reached as soon as reasonably possible. In the event that (i) the Bank does not
respond to the Key Account Notice within the applicable response time, or (ii)
the parties are unable to agree upon a solution (A) on the same Business Day, in
the case of an Emergency (or the next Business Day, if the Key Account Notice is
delivered after 12:00 p.m.), or (B) within five (5) Business Days after the Bank
has responded to any other Key Account Notice, NDPS shall be permitted to
proceed with the course of action proposed in the Key Account Notice.
Notwithstanding the provisions of this Section 2.7, NDPS agrees that it shall
not cause a Merchant Agreement

                                       13

<PAGE>
 
in respect of a Key Account to be modified in respect of fees charged to such
Merchants for a period of six months from the date of this Agreement.

SECTION 3.    SERVICES

SECTION 3.1   NDPS Services.  During the term of this Agreement NDPS shall
              -------------  
furnish the NDPS Services in respect of all Merchant Agreements and shall use
its Commercially Reasonable Efforts to meet the applicable Service Levels.

SECTION 3.2   Bank Services.  During the term of this Agreement the Bank shall
              -------------                                                   
furnish the Bank Services in respect of all Merchant Agreements and shall use
its Commercially Reasonable Efforts to meet the applicable Service Levels.

SECTION 3.3   Licences and Permits.  Each party shall be responsible for
              --------------------  
ensuring compliance with all applicable Laws, Association Rules and Clearing
System Rules, including any service levels established thereunder, and obtaining
and complying with the terms and conditions of all licences and permits required
by Law, Association Rules and Clearing System Rules with respect to the Services
to be performed by it or by third parties on its behalf and shall pay all fees,
costs and expenses and assume all other obligations associated therewith. NDPS
shall be responsible for and shall pay all fines and penalties arising from non-
compliance by NDPS with any Merchant Agreement, Laws, Association Rules or
Clearing System Rules or third party requirements in respect of its delivery of
the NDPS Services. NDPS shall not be responsible for any licences, memberships,
sponsorships or permits required to be obtained and/or maintained by the Bank or
for any related fees required or incurred in connection with the performance by
the Bank of the Bank Services for greater certainty, the Bank shall pay all
assessment and membership fees of VISA. The Bank shall be responsible for and
shall pay all fines and penalties arising from non-compliance by the Bank with
any Merchant Agreement, Laws, Association Rules or Clearing System Rules or
third party requirements in respect of its delivery of the Bank Services. The
parties acknowledge that the Bank shall not be responsible for any licences or
permits or related fees required to be obtained and/or maintained by NDPS.

SECTION 4.    DEPOSIT AND SETTLEMENT PROCEDURES

SECTION 4.1   Acceptance, Delivery, and Settlement of Credit Card Transaction
              ---------------------------------------------------------------
Records.
------- 
     (a)  NDPS shall accept Credit Card Transaction Records from Merchants in
          electronic form and shall transmit to the Bank in the Ordinary Course
          of NDPS' business summary information of the amounts to be posted to
          the accounts of those Merchants whose Merchant Depository Accounts are
          maintained with the Bank and the amounts to be included on the file to
          be sent through the applicable Clearing System with respect to those
          Merchants whose Merchant Depository Accounts are maintained with other
          financial institutions.

                                       14

<PAGE>
 
     (b)  The Bank shall accept Credit Card Transaction Records from Merchants
          in documentary form at branches of the Bank and shall cause such
          transactions to be sent to the Paper Processing Vendor in the Ordinary
          Course of the Bank's business. NDPS shall use Commercially Reasonable
          Efforts to ensure that, once the Paper Processing Vendor has entered
          the relevant information from the Credit Card Transaction Records in
          documentary form into an electronic format, the Paper Processing
          Vendor transmits such transaction records to NDPS, and such records
          shall be Processed by NDPS in the Ordinary Course of NDPS' business.

     (c)  For the duration of the Transition Period, for transactions which are
          made by cardholders who have been issued Credit Cards by the Seller
          the Bank shall credit funds from the Issuing Account (rather than the
          applicable Settlement Account) to the applicable Merchant Depository
          Accounts maintained at the Bank by Merchants in respect of Credit Card
          Transactions in the Ordinary Course of the Bank's business and such
          transactions shall not be processed through the Credit Card
          Interchange System. NDPS agrees to pay the Bank any out-of-pocket
          costs incurred by the Bank as a result of the processing of Credit
          Card Transactions pursuant to this Section 4.1(c). The Bank shall
          ensure that the Issuing Account has adequate funds each day to settle
          the aforementioned "on us" transactions processed that same day.

     (d)  Except as provided in Section 4.1(c), the Bank shall credit funds from
          the applicable Settlement Account or as otherwise provided by NDPS
          pursuant to the Credit Facility to the Merchant Depository Accounts
          maintained with it by Merchants in respect of Credit Card Transactions
          in the Ordinary Course of the Bank's business.

     (e)  Upon the receipt of the information described in Section 4.1(a), the
          Bank shall, in the Ordinary Course of the Bank's business, Originate
          and transmit to the applicable Clearing System a file specifying the
          amounts of funds from the applicable Settlement Account or as
          otherwise provided by NDPS pursuant to the Credit Facility to be
          credited to Merchants whose Merchant Depository Accounts are
          maintained with other financial institutions. If permitted by the
          applicable Laws, Association Rules and Clearing System Rules, and upon
          the request of NDPS, the Bank shall use Commercially Reasonable
          Efforts to offer NDPS all reasonable assistance to enable NDPS to
          itself Originate Card Transactions and perform EFT through the
          applicable Clearing System, including but not limited to, serving as
          the Originating financial institution for such transactions. In such
          event, NDPS agrees to comply with all applicable Laws, Association
          Rules and Clearing System Rules.

     (f)  The parties acknowledge that, from time to time, there may be
          insufficient funds in the applicable Settlement Account to allow the
          Bank to credit Merchants' accounts pursuant to Sections 4.1(d) and
          (e). In such event, 

                                       15

<PAGE>
 
          the amount of the Shortfall shall be deemed as having been drawn down
          by NDPS on the date of the Shortfall under the terms of the Credit
          Facility.

SECTION 4.2   Acceptance, Delivery, and Settlement of  Debit Card Transaction
              ---------------------------------------------------------------
Records.
------- 

     (a)  NDPS shall accept Debit Card Transaction Records from Merchants in
          electronic form and shall process and transmit to the Bank in the
          Ordinary Course of NDPS' business summary information in the form
          customarily used or required by the applicable Network Organization
          including information as to the amounts to be posted to the accounts
          of those Merchants whose Merchant Depositary Accounts are maintained
          with the Bank.

     (b)  The Bank shall credit funds from the applicable Settlement Account, or
          as otherwise provided by NDPS pursuant to the Credit Facility, to the
          Merchant Depository Accounts maintained with it by Merchants in
          respect of Debit Card Transactions in the Ordinary Course of the
          Bank's business.

     (c)  Upon the receipt of the information described in Section 4.2(a), and
          at the request of NDPS, the Bank shall Originate and transmit a file
          to the applicable Clearing System to enable a reconciliation of the
          amounts of funds from the applicable Settlement Account or as
          otherwise provided by NDPS pursuant to the Credit Facility to be
          credited to Merchants whose Merchant Depository Accounts are
          maintained with other financial institutions. If permitted by
          applicable Laws, Association Rules and Clearing System Rules, and upon
          the request of NDPS, the Bank shall use Commercially Reasonable
          Efforts to offer NDPS all reasonable assistance to enable NDPS to
          itself Originate Card Transactions and to perform EFT through the
          applicable Clearing System, including without limitation, serving as
          the Originating financial institution for such transactions. In such
          event, NDPS agrees to comply with all applicable Laws, Association
          Rules and Clearing System Rules.

     (d)  The Bank shall accept the Debit Card Transaction Records referred to
          in paragraph (a) for Settlement in the Ordinary Course of the Bank's
          business as the "Settlement Agent", as such term is defined in the
          Interac rules, and upon the request of NDPS, shall serve as the
          "Direct Connector", as such term is defined in the Interac rules.

     (e)  The parties acknowledge that, from time to time, there may be
          insufficient funds in the applicable Settlement Account to allow the
          Bank to credit Merchants' accounts pursuant to Section 4.2(b). In such
          event, the amount of the Shortfall shall be deemed as having been
          drawn by NDPS on the date of the Shortfall under the terms of the
          Credit Facility or, if a 

                                       16

<PAGE>
 
          drawdown cannot occur, then such amount shall be repaid to the Bank by
          NDPS promptly upon receipt of notice thereof.

SECTION 4.3   Acceptance, Delivery and Settlement of Merchant's Edge Card
              -----------------------------------------------------------
Transactions.
------------ 

     (a)  NDPS shall accept MasterCard and American Express Card Transaction
          Records in electronic form from Merchants participating in the
          Merchant's Edge Program and shall transmit to the Bank in the Ordinary
          Course of NDPS' business summary information of the amounts to be
          posted to the accounts of those Merchants whose Merchant Depository
          Accounts are maintained with the Bank and shall transmit to either
          American Express or National Bank, as applicable, the transaction
          information necessary for it to settle the transactions.

     (b)  The Bank agrees to credit funds from the applicable Settlement Account
          or as otherwise provided by NDPS pursuant to the Credit Facility to
          the Merchant Depository Accounts maintained with it by Merchants in
          the Ordinary Course of the Bank's business.

     (c)  The Bank shall transfer funds from the applicable current account
          maintained by either National Bank or American Express at the Bank to
          the applicable Settlement Account in connection with the funds
          credited pursuant to Section 4.3(b).

     (d)  In addition to the foregoing, the parties agree to comply with the
          agreement between NDPS, the Bank and National Bank of Canada and the
          agreement between NDPS, the Bank and American Express to be entered
          into with relevant Merchants in respect of the Merchant's Edge
          Program.

SECTION 4.4   Amendments. The parties acknowledge that the procedures set out in
              ----------                                                        
Section 4 may be amended by NDPS from time to time provided that such amended
procedures are in accordance with applicable Laws, Association Rules and
Clearing System Rules and the Merchant Agreements and provided further that (i)
the Service Levels set out in Schedule 3 are maintained in all material respects
                              ----------                                        
(subject to amendment of such Service Levels in accordance with the provisions
of this Agreement) and (ii) there is no material adverse impact on the Bank's
cost of providing Bank Services or Transition Services.

SECTION 5.    PAYMENTS AND ACCOUNTS; CLEARING ARRANGEMENTS

SECTION 5.1   General.
              ------- 
     (a)  The Bank shall maintain internal, segregated settlement accounts (the
          "Settlement Accounts"), the sole purpose of which shall be for the
          Bank to receive funds from the Credit Card Interchange Systems and
          Network Organizations, as the case may be, in connection with the
          Merchant 

                                       17

<PAGE>
 
          Business. The Bank shall make the appropriate arrangements and grant
          any necessary consents required from the Bank in order to permit NDPS
          to determine the current balance of each Settlement Account at any
          time and by the means best able to provide NDPS with the most current
          balance available, including, without limitation and if available, by
          direct electronic review by NDPS.

     (b)  The Bank shall provide NDPS a monthly statement of withdrawals and
          deposits for each Settlement Account.

     (c)  The Bank shall on each Business Day after the transfers referred to in
          Sections 4.1(d), 4.2(b) and 4.3(b) have been effected, pay any
          remaining amounts in the Settlement Accounts to an account designated
          by NDPS (the "NDPS Account").

     (d)  The parties agree that, without the express written consent of both
          the Bank and NDPS, neither NDPS nor the Bank shall, except as provided
          herein, be entitled to, or to make any withdrawals or take any other
          action with respect to, the Settlement Accounts.

SECTION 5.2   Withdrawal of Account Fees from Merchant Depository Accounts. On a
              ------------------------------------------------------------
monthly basis, or more frequently as determined by NDPS, NDPS shall direct the
Bank to withdraw funds from each Merchant Depository Account maintained with the
Bank in respect of service fees owed by the related Merchant pursuant to the
applicable Merchant Agreement and to Originate and transmit to the applicable
Clearing System a file that contains the service fees owed by the Merchant whose
Merchant Depository Account is maintained with financial institutions other than
the Bank (collectively, the "Account Fees"). NDPS shall, on each Business Day,
direct the Bank to withdraw funds from each Merchant Depository Account in the
amount of any applicable Chargebacks. The Bank shall cause the Account Fees and
Chargebacks, if any, to be deposited into the NDPS Account.

SECTION 5.3   Settlement Accounts.  The parties agree that the Settlement
              -------------------                                        
Accounts shall be in the name of the Bank to comply with Association Rules
concerning the use by NDPS of the Bank's BIN numbers, as set forth in this
Agreement.

SECTION 6.    EXCLUSIVITY AND MARKETING

SECTION 6.1   Referral of Potential Merchants.
              ------------------------------- 

     (a)  The Bank shall, and shall cause its Subsidiaries or any other Person
          under its Control to, refer only to NDPS any Person in the Territory
          who expresses interest in obtaining, referring or utilizing Merchant
          Processing Services, and neither the Bank nor any of its Subsidiaries,
          nor any other Person under its Control, shall solicit any such Person
          on their own behalf or on behalf of any Person other than NDPS for
          Merchant Processing Services.

                                       18

<PAGE>
 
     (b)  NDPS shall pay the Bank an amount to be agreed upon from time to time
          by NDPS and the Bank, acting reasonably, for each merchant that enters
          into a fully executed Merchant Agreement and that is referred to NDPS
          by a branch of the Bank.

     (c)  If NDPS does not wish to enter into a Merchant Agreement with a
          potential merchant customer referred to NDPS by the Bank, NDPS shall
          notify the Bank as soon as reasonably practicable and, upon receipt of
          such notice, the Bank may request that NDPS accept such merchant in
          exchange for the Bank's agreement to subsidize or otherwise contribute
          or provide rights of indemnity with respect to the Merchant Agreement.
          If NDPS and the Bank agree upon the terms and conditions of such
          agreement, NDPS shall accept such merchant subject to such
          arrangement.

     (d)  If NDPS does not wish to enter into a Merchant Agreement with a
          potential merchant customer referred to NDPS by the Bank (and the Bank
          and NDPS do not agree upon the subsidy or other contribution
          arrangements as described in Section 6.1(c)), or if, in the opinion of
          NDPS, NDPS does not have the capability of serving the prospective
          customer, NDPS may refer such prospective customer to a third party
          selected by NDPS that is acceptable to the Bank, acting reasonably.

     (e)  In the event that the third party declines to enter into a merchant
          agreement or NDPS does not refer a prospective customer to a third
          party pursuant to Section 6.1(d), then NDPS shall so notify the Bank
          and the Bank shall have the opportunity to refer the merchant to
          another Person.

SECTION 6.2   Merchant Depository Accounts.  During the term of the Agreement,
              ----------------------------                                   
NDPS shall use Commercially Reasonable Efforts to encourage new merchant
customers to whom the Merchant Business is advertised or branded in association
with the Bank Marks to open Merchant Depository Accounts with the Bank.  During
the term of this Agreement NDPS shall not to solicit or encourage Merchants who
maintain their Merchant Depository Accounts with the Bank to transfer such
accounts to any other financial institution.

SECTION 6.3   New Products and Services.  NDPS and the Bank agree to work
              -------------------------                                  
together in the development, distribution and marketing of emerging payment
solutions.

SECTION 7.    CHARGE-BACKS, CREDIT LOSSES AND RISK MANAGEMENT

SECTION 7.1   Chargebacks and Credit Losses.
              ----------------------------- 

     (a)  Except as set forth in Section 7.2 and as otherwise provided in the
          Asset Purchase Agreement or the Transition Agreement, NDPS shall be
          responsible for, and reimburse the Bank in respect of, all unpaid
          Chargebacks and Credit Losses and costs of collection, if any, with
          respect to transactions with Merchants with a sales date occurring on
          or after the 

                                       19

<PAGE>
 
          Effective Time under the Asset Purchase Agreement unless the
          Chargeback or Credit Loss results from the failure by the Bank to
          perform its obligations under this Agreement or the Transition
          Agreement.

     (b)  NDPS shall process Chargebacks and Credit Losses relating to the
          Merchant Agreements in an expeditious manner in the Ordinary Course of
          its business.

     (c)  In the event NDPS, acting reasonably, deems it prudent to establish a
          reserve (a "Reserve Account") for a Merchant whose Merchant Depository
          Account is maintained by the Bank, the Bank shall, if and to the
          extent permitted by the account agreement with the Merchant and by
          applicable Law, within four (4) hours of the request by NDPS, debit
          the amount of the reserve specifically requested by NDPS or place a
          freeze on withdrawals by the Merchant from the Merchant Depository
          Account. In the event the Merchant is a Key Account, the request from
          NDPS shall be considered a Key Account Notice relating to an Emergency
          and shall be dealt with in accordance with Section 2.7. The
          establishment of a Reserve Account or a freeze on a Merchant
          Depository Account shall not result in or constitute a waiver or
          limitation of any rights of set off or other rights which the Bank may
          have against a Merchant or in respect of the Merchant Depository
          Accounts in connection with other obligations of any of the Merchants
          to the Bank.

SECTION 7.2   Payment for Chargebacks and Credit Losses.  In respect of each
              -----------------------------------------                     
twelve month period commencing after the Effective Date, the Bank agrees to pay
NDPS the amount, if any, by which the aggregate of all unpaid Chargebacks and
Credit Losses applicable to any Merchant listed on Schedule 7.2 arising out of
                                                   ------------               
sales transactions occurring during such twelve month period exceeds an amount
equal to twice the value of unpaid Chargebacks and Credit Losses experienced by
the Bank and attributable to such Merchant during the one year period ending
October 31, 1999.  The obligation of the Bank in the preceding sentence shall
survive until the earliest to occur of (a) three years from the Effective Date
of this Agreement and (b) the later of (i) the termination of the Transition
Period and, (ii) the date on which such Merchant has entered into a New Merchant
Agreement, and (c) the date on which NDPS assigns its interest under the
applicable Assigned Merchant Agreement to a third party other than an Affiliate.
NDPS shall notify the Bank within a reasonable time after experiencing
uncollected Chargebacks and Credit Losses in respect of any such Merchant and to
exercise its Commercially Reasonable Efforts to collect all such amounts.  NDPS
shall act diligently and in a commercially reasonable manner in negotiating a
New Merchant Agreement with any of the Merchants listed on Schedule 7.2.  As
                                                           ------------     
soon as NDPS becomes aware that it has a right to payment from the Bank under
this Section 7.2 in respect of a Merchant, it shall forthwith notify the Bank
and the Bank shall have no obligation to pay any amounts under this Section 7.2
that relate to the sales transactions with the Merchant occurring after the date
that NDPS could terminate the relevant Merchant Agreement in accordance with its
terms once the Bank has been notified of its indemnification obligation set out
in this Section 7.2 in respect of the Merchant.  NDPS and the Bank agree that:
(i) some of 

                                       20

<PAGE>
 
the Merchants listed on Schedule 7.2 are Merchants for whom the applicable
                        ------------
Merchant Agreement applies to the Merchant and to business divisions or
Affiliates of the Merchant, (ii) all such divisions and Affiliates are
aggregated (together with the Merchant) for purposes of Schedule 7.2, and (iii)
                                                        ------------           
for each such Merchant, no claim by NDPS for payment under this Section 7.2 may
be made unless the total of all unpaid Chargebacks and Credit Losses for the
relevant one-year period referred to above exceeds twice the value of unpaid
Chargebacks and Credit Losses for the one year period ending October 31, 1999
calculated in respect of the Merchant on an aggregate basis and not on a
division-by-division or Affiliate-by-Affiliate basis.

SECTION 7.3   Foreign Interchange.
              ------------------- 

     (a)  The parties acknowledge that, as part of the Merchant Business, the
          Bank has acquired VISA Credit Card Transactions outside of Canada for
          the payment of goods or services provided by a Merchant that is a
          party to an Existing Merchant Agreement ("Foreign Transactions").  If
          NDPS continues to acquire Foreign Transactions from and after the date
          hereof, the Bank shall pay to NDPS in respect of each Foreign
          Transaction an amount (the "Foreign Interchange Amount"), if any,
          equal to the difference between:

            (i)  the Interchange Fee payable on the Foreign Transaction in
                 accordance with the applicable VISA Rules; and

            (ii) an amount calculated on the same basis (but applying the
                 Interchange Fee in effect at the time of calculation) that the
                 Bank was using to calculate the Interchange Fee payable to VISA
                 prior to November 1, 2000 for the same Foreign Transaction,

          subject to a maximum payment per Foreign Transaction equal to the
          payment that would be required based on the applicable Interchange
          Fees in effect on the date hereof.

     (b)  Any Foreign Interchange Amounts calculated from time to time to be
          payable by the Bank to NDPS under Section 7.3(a) shall be paid (i)
          only for the duration of the current term, excluding renewal terms, of
          the applicable Existing Merchant Agreement, and (ii) only if and to
          the extent the pricing provisions of the applicable Existing Merchant
          Agreement cannot be amended during the current term to eliminate the
          Foreign Interchange Amount.

     (c)  NDPS shall deliver a notice (a "Foreign Interchange Notice") to the
          Bank on or after the last day of each calendar month specifying the
          aggregate Foreign Interchange Amounts payable by the Bank for such
          calendar month and setting forth a calculation thereof.  The Bank
          shall have the right to review the relevant books and records of NDPS
          to confirm the accuracy of NDPS's calculation of the Foreign
          Interchange 

                                       21

<PAGE>
 
          Amounts. The Bank shall pay the Foreign Interchange Amounts within 10
          Business Days of receipt of the Foreign Interchange Notice.

     (d)  NDPS agrees to co-operate and render all commercially reasonable
          assistance to the Bank in connection with any proceedings or
          negotiations between the Bank and VISA with respect to the
          interpretation and application of the VISA Association Rules to
          Foreign Transactions.

     (e)  If, as a result of the proceedings or negotiations referred to in
          paragraph (c), the Bank is successful in obtaining a reduced
          Interchange Fee for Foreign Transactions and Purchaser receives a
          reimbursement for Foreign Transactions in respect of which the Bank
          has paid Foreign Interchange Amounts, then NDPS shall in turn pay to
          the Bank the amount of the reimbursement (to a maximum equal to the
          Foreign Interchange Amounts paid for such Foreign Transactions).

SECTION 8.    MEMBERSHIP IN CREDIT CARD ASSOCIATIONS AND NETWORK ORGANIZATIONS

SECTION 8.1   VISA and Interac Membership by Bank. During the term of the
              -----------------------------------                        
Agreement, the Bank shall remain a member of VISA and Interac in Canada and a
member of VISA and MasterCard in the United States through an Affiliate and to
carry out its obligations as a member thereof in the Ordinary Course.

SECTION 8.2   Compliance with VISA and Interac Requirements by NDPS.
              ----------------------------------------------------- 

During the term of the Agreement, NDPS shall cooperate with the Bank in
connection with NDPS and/or the Bank obtaining and maintaining any approvals
from Credit Card Associations, Network Organizations and Clearing Systems as are
required in connection with the performance by NDPS of the NDPS Services.  After
the date that the Bank's BINs and ICAs have been segregated as described in the
Asset Purchase Agreement, NDPS shall undertake all reporting, audit, compliance
and related procedures ("BIN Reporting") required by the applicable Association
Rules with respect to the use of BINs and ICAs in Canada and the United States,
whether such BIN Reporting is required to be done on a regular basis or on an ad
hoc basis pursuant to a request by the relevant Card Association or any
Governmental Entity.  Prior to the date that the Bank's BINs and ICAs have been
segregated as described above, the Bank shall be responsible for all required
BIN Reporting.

SECTION 8.3   Processing and Clearing Arrangements.
              ------------------------------------ 

     (a)  The Bank shall at all times maintain distinct VISA BIN numbers
          adequate for use in clearing all of the Credit Card Transactions of
          NDPS' Merchant Business in Canada. The Bank shall cause a U.S.
          Affiliate of the Bank to maintain distinct VISA and MasterCard BIN and
          ICA numbers adequate for use in Clearing the Credit Card Transactions
          of NDPS' Merchant Business in the United States, unless: (i) there is
          a change in Laws or Association Rules which would adversely impact the
          Bank's ability to 

                                       22

<PAGE>
 
          continue to provide such ICAs/BINs; or (ii) the Bank within its sole
          discretion elects to terminate its banking businesses in the United
          States to an extent that would make the Bank no longer eligible for an
          ICA/BIN under the applicable Association Rules, and, in either case
          described in (i) or (ii) above, the Bank gives NDPS 360 days' prior
          written notice, unless a shorter notice period is be required under
          applicable Laws. For greater certainty, the parties acknowledge that
          NDPS shall have the right set out in Section 8.3(b) to cause the Bank
          to assign any or all of such BINs and/or ICAs to a Person designated
          by NDPS. NDPS shall reimburse the Bank for all out-of-pocket costs
          payable to VISA and incurred by the Bank or any of its Affiliates in
          connection with the maintenance and operation of the Canadian BINs for
          NDPS' Merchant Business in Canada. NDPS shall also (i) reimburse the
          Bank for all out-of-pocket costs payable to VISA and MasterCard
          incurred by the Bank or any of its Affiliates in connection with the
          maintenance and operation of such US ICAs/BINs, (ii) be responsible
          for the cost of all funding requirements applicable to the US Merchant
          Business being processed through such US ICAs/BINs, (iii) reimburse
          the Bank for any increase in the costs incurred by the Bank or any of
          its Affiliates that are attributable to any incremental capital
          commitments or allocations that are required to be set aside by the
          Bank or any of its Affiliates as a result of maintaining and operating
          such US ICAs/BINs for NDPS' Merchant Business in the United States
          (which costs shall be consistent with any charges or rates charged by
          the Bank internally for the capital allocated by the Bank to its
          divisions and other business units) and iv) be responsible for the
          performance of all reporting, monitoring and other similar obligations
          under applicable Laws and Association Rules, consistent with market
          practice and as may be reasonably requested by the Bank from time to
          time. Notwithstanding clause (iii) of the preceding sentence, the Bank
          shall first be required to use Commercially Reasonable Efforts to
          guarantee or provide similar support in respect of the obligations of
          its United States Affiliate whose BINs and ICAs will be maintained and
          operated in satisfaction of the Bank's obligations under this Section
          8.3(a), if the Bank is permitted or required to do so by applicable
          Laws and Association Rules, before it shall be entitled to
          reimbursement from NDPS in respect of the capital costs incurred in
          connection with such US BINs and ICAs. If, at any time during the term
          of this Agreement, the Bank is permitted under the applicable
          Association Rules to obtain a MasterCard BIN number or an ICA number
          for use in Canada, the Bank shall, upon notice from NDPS, use
          Commercially Reasonable Efforts to obtain a MasterCard BIN number or
          ICA number for use by NDPS in the Merchant Business in accordance with
          this Agreement. If, at any time during the term of this Agreement, the
          Bank is permitted under the applicable Association Rules to obtain a
          BIN number or an ICA number for use in any other jurisdiction, the
          Bank shall, upon notice from NDPS, use Commercially Reasonable Efforts
          to obtain such BIN number or ICA number for use by NDPS in the
          Merchant 

                                       23

<PAGE>
 
          Business in accordance with all provisions of this Agreement.
          Notwithstanding the provisions of this Section 8.3, if, during the
          term of this Agreement, there is a change of Control of NDPS or Global
          Payments, the parties shall negotiate in good faith with a view to
          settling the commercial terms upon which NDPS shall be permitted to
          continue to use the Bank's BINs and ICAs in connection with the
          Merchant Business. In the event that the parties are unable to reach
          agreement within twelve months from such change of Control, the Bank
          shall have the right to terminate the use of the Bank's BINs and ICAs
          by NDPS and its Affiliates upon 360 days notice, which notice can be
          given at any time after such change of Control.

     (b)  If NDPS desires the Bank to assign any or all of the ICA and/or BIN
          numbers used in connection with the Merchant Business, the Bank shall,
          subject to applicable Laws and Association Rules and upon reasonable
          notice from NDPS, enter into an assignment agreement, in a form
          acceptable to the Bank acting reasonably, with an assignee designated
          by NDPS within a reasonable time after receipt of such notice, whereby
          such assignee shall assume all of the Bank's obligations and
          liabilities under the Bank's agreement with the Credit Card
          Association issuing the ICA and/or BIN numbers as to transactions with
          a Credit Card Clearing Date occurring after the effective date of such
          assignment. Prior to the effective date of the assignment, the parties
          shall in good faith determine the amendments, if any, that are
          required to this Agreement as a result of the assignment.

     (c)  Subject to the terms of applicable Association Rules, NDPS may from
          time to time request that the Bank become the assignee of any ICA or
          BIN number that NDPS is then using for processing transactions and/or
          to become a party to the underlying merchant agreements whose Credit
          Card volumes are being processed under such ICA/BIN. Upon the request
          of NDPS, the Bank shall enter into an assignment agreement, in a form
          acceptable to the Bank acting reasonably, in respect of such numbers
          from the then current owner of such ICA/BIN number and/or agree to
          become a party to the underlying merchant agreements whose Credit Card
          Transactions are being processed under such numbers it being agreed
          that the Bank shall have no liabilities or obligations under the
          assigned merchant agreements other or in respect of such assigned BINs
          or ICAs to comply with applicable Association Rules. Any such
          assignment shall be effective only as to transactions with a Credit
          Card Clearing Date occurring after the effective date of such
          assignment. Upon the assignment becoming effective, the assigned
          merchant agreements shall be considered to be New Merchant Agreements
          for purposes of this Agreement.

SECTION 8.4   Sponsorship.  Upon the request of NDPS, and subject to the
              ------------                                              
applicable Association Rules, the Bank agrees to use its Commercially Reasonable
Efforts to 

                                       24

<PAGE>
 
sponsor NDPS and any of its Affiliates and any of the Independent Sales
Organizations NDPS utilizes in connection with the Merchant Business as required
by the Credit Card Associations and Network Organizations, provided that NDPS
shall reimburse the Bank in respect of any out-of-pocket costs incurred by the
Bank in respect of such sponsorship.

SECTION 9.    SERVICE LEVELS AND AMENDMENTS

SECTION 9.1   Complaints.  NDPS shall implement customer complaint policies and
              ----------                                                       
procedures consistent with the Ordinary Course of its business to deal with
complaints concerning the NDPS Services.

SECTION 9.2   Changes in Law. etc.  The parties shall identify and assess the
              --------------------                                           
impact on the Services of a change in applicable Laws, Association Rules or
Clearing System Rules that relate to the Services (a "Legal Change").  If NDPS
or the Bank becomes aware of an impending or actual Legal Change, it shall
notify the other of such Legal Change and provide an assessment of its impact.
The parties shall in good faith attempt to agree upon any required modifications
to the Services required as a result of a Legal Change.  While a party is making
any agreed upon modifications resulting from a Legal Change, it shall use
Commercially Reasonable Efforts to continue to provide the Services to be
provided by it at the specified Service Levels.  If, however, such Legal Change
prevents the party from meeting the Service Levels, the party shall use its
Commercially Reasonable Efforts to arrange a reasonable solution which gives
effect to the intent of this Agreement as closely as practicable and that
delivers Service in the most commercially reasonable manner in the
circumstances.  If such Legal Change materially affects a party's cost of
providing Services, NDPS and the Bank shall in good faith negotiate an
adjustment of the applicable Service Levels in accordance with Section 9.3.

SECTION 9.3   Problem Notification. The Bank or NDPS, shall notify the other
              --------------------                                          
party in the event either the Bank or NDPS as the case may be becomes aware of
an event, occurrence, error, defect or malfunction materially affecting the
ability of NDPS or the Bank to perform the Services.  Failure by any party to
give any notice pursuant to this Section 9.3 relating to a problem relating to
the other party shall not relieve the other party of any liability hereunder. If
more than one problem arises or occurs at one time, the parties shall mutually
agree upon the order of priority in which the problems are to be addressed and
resolved.

SECTION 9.4   Root-Cause Analysis and Resolution.  Each of NDPS and the Bank
              ----------------------------------                            
shall, promptly after:

     (a)  any material failure of either party to provide any of the Services in
          accordance with this Agreement; or

     (b)  a party's repeated failure to provide any of the Services in
          accordance with this Agreement;

and in any event within three (3) days of receipt of a notice from a party to
the other in respect thereof, commence an analysis to identify the cause of such
failure; and as soon 

                                       25

<PAGE>
 
as commercially reasonable thereafter provide a report detailing the cause of,
and procedure for correcting, such failure. In addition, the party responsible
for the provision of the Service shall deliver to the other party within a
commercially reasonable time a corrective action plan that addresses actions to
be taken in an effort to try to avoid a recurrence of such failure.

SECTION 10.   SERVICE LOCATIONS AND SECURITY

SECTION 10.1  Rights of Access to NDPS Service Locations.  Subject to the
              ------------------------------------------                 
confidentiality requirements in this Agreement or as otherwise agreed to by NDPS
and the Bank, the Bank and its Advisors shall be permitted access to any NDPS
Service Location during the normal operating hours for such NDPS Service
Location and in accordance with any reasonable security procedures in effect at
the time of such access; provided, however, that the Bank and its Advisors
shall, except in emergency situations, make reasonable accommodation for the
need of NDPS to run its business unimpeded, particularly at busy times of the
year.

SECTION 10.2  NDPS Service Locations.  NDPS agrees that it shall not provide any
              ----------------------                                            
of the NDPS Services from a location outside of Canada or the United States
without obtaining all required approvals from applicable Governmental Entities.

SECTION 10.3  Security Procedures.  As part of the NDPS Services, NDPS shall
              -------------------                                           
implement, maintain and enforce the NDPS Security Policies and Procedures.  As
part of the Bank Services, the Bank shall implement, maintain and enforce the
Bank Security Policies and Procedures.

SECTION 10.4  Unauthorized Access or Copying.  The Bank shall be given prompt
              ------------------------------                                 
notice following NDPS becoming aware of any unauthorized copying of, or access
to, the Bank Data, or any part thereof, such notice to be in the form of a
reasonably detailed incident report.

SECTION 10.5  Data Security. To the extent that NDPS has, pursuant to this
              -------------                                               
Agreement, the right to gain access to or use any computer system operated by
the Bank or by an Affiliate of the Bank (a "CIBC System"), NDPS acknowledges,
agrees and covenants that:

     (a)  except as expressly otherwise provided in this Agreement or any of the
          other Operative Documents, NDPS shall have no right or title to,
          interest in or ownership of, any CIBC System or any component or
          portion thereof;

     (b)  except as expressly otherwise provided in this Agreement or any of the
          other Operative Documents, NDPS shall neither permit nor enable anyone
          other than its employees or Advisors to access or use any CIBC System
          or any component or portion thereof;

                                       26

<PAGE>
 
     (c)  except as expressly otherwise provided in this Agreement or any of the
          other Operative Documents, NDPS shall not, and shall not facilitate or
          assist others to, gain access to or use any CIBC System or any
          component thereof;

     (d)  NDPS shall not, and shall not facilitate or assist others to, reverse
          compile or disassemble any object code version of any software
          application or program in the CIBC System;

     (e)  NDPS shall not make any untrue or unsubstantiated claim or
          representation as to the ownership of, or act as the owner of, any
          CIBC System or any component or portion thereof;

     (f)  NDPS shall not, and shall not facilitate or assist others to, gain
          access to or attempt to gain access through any CIBC System in respect
          of which NDPS has, under this Agreement or any other Operative
          Agreement, a right of access, to any other CIBC System or component or
          portion thereof which NDPS does not, under this Agreement or any other
          Operative Agreement have the right to access; and

     (g)  except as may otherwise be provided in this Agreement or any of the
          other Operative Documents, NDPS shall not, nor shall it facilitate or
          assist others to, perform any act that is inconsistent with or in
          violation of this Agreement, or that may jeopardize the rights of the
          Bank, its Affiliates or any third party licensors, in the CIBC System.

SECTION 10.6  Rights of Access to Bank Service Locations.
              ------------------------------------------ 

     (a)  Subject to the confidentiality requirements in this Agreement or as
          otherwise agreed to by the parties, NDPS and its Advisors shall be
          permitted access, for purposes of the Merchant Business, to any Bank
          Service Location during the normal operating hours for such Bank
          Service Location and in accordance with any reasonable security
          procedures in effect at the time of such access; provided, however,
          that NDPS and its Advisors shall, except in emergencies, make
          reasonable accommodation for the need of the Bank to run its business
          unimpeded, particularly at busy times of the year.

     (b)  The Bank agrees to use its Commercially Reasonable Efforts to assist
          NDPS and to request Intria Items Inc. and Intria-HP Corporation to
          assist in the migration from the Bank's platform (the "Bank Platform")
          using Intria Items Inc. and Intria-HP Corporation, on which Card
          Transactions are processed, to a platform owned and operated by NDPS
          or its Affiliate including, without limitation, granting reasonable
          access to such Bank Platform, and disclosing such information related
          to the configuration, functionality and application programming
          interfaces of the Bank Platform

                                       27

<PAGE>
 
          as are reasonably required by NDPS to achieve such migration;
          provided, however, that such assistance, access and disclosure is
          subject to:

          (i)  the Bank's reasonable security and privacy policies and
               procedures;

          (ii) any obligations of confidentiality or like restrictions imposed
               upon the Bank under any agreements to which the Bank is a party.

     (c)  If, in connection with such migration, NDPS requests Intria Items Inc.
          or Intria-HP Corporation to perform services NDPS shall pay the
          reasonable costs of Intria Items Inc. or Intria-HP Corporation
          incurred in connection with such assistance, access and disclosure,
          provided that NDPS has agreed in advance to pay such costs.

SECTION 10.7  Unauthorized Access or Copying.  The Bank shall give NDPS prompt
              ------------------------------                                  
notice of the Bank becoming aware of any unauthorized copying of, or access to,
the NDPS Data, or any part thereof, such notice to be in the form of a
reasonably detailed incident report.

SECTION 10.8  Co-operation with Special Investigations.  NDPS and the Bank shall
              ----------------------------------------                          
each provide reasonable co-operation and assistance to the other and their
respective Advisors with respect to any investigation of a security breach or
alleged breach at an NDPS Service Location or a Bank Service Location.

SECTION 11.   REPORTS AND DATA

SECTION 11.1  NDPS Reports. As part of the NDPS Services, NDPS shall provide to
              ------------                                                     
the Bank such reports as the Bank and NDPS may mutually agree upon from time to
time.  The reasonable costs of such reports shall be borne by the Bank except
for reports provided which are generated in the Ordinary Course of NDPS's
business without additional costs or undue burden.

SECTION 11.2  Bank Reports. As part of the Bank Services, the Bank shall provide
              ------------                                                      
to NDPS such reports as the Bank and NDPS may mutually agree upon from time to
time. The reasonable costs of such reporting shall be borne by NDPS except for
reports which are generated in the Ordinary Course of the Bank's business
without additional costs or undue burden.

SECTION 11.3  Ownership of the Bank Data. Notwithstanding NDPS' use of the Bank
              --------------------------                                       
Data in connection with providing the NDPS Services, the Bank Data is and shall
remain the property of the Bank or its customers, as applicable.  The Bank Data
shall not be:

     (a)  used in any way, directly or indirectly, by NDPS or its Advisors other
          than to the extent necessary in connection with the Merchant Business
          and to provide the NDPS Services;

                                       28

<PAGE>
 
     (b)  disclosed (other than pursuant to this Agreement) sold, assigned,
          leased or otherwise provided to third parties; or

     (c)  commercially exploited in any way, directly or indirectly, by or on
          behalf of NDPS or its Advisors.

SECTION 11.4  Access to the Bank Data.  Notwithstanding NDPS' use of the Bank
              -----------------------                                        
Data in connection with providing the NDPS Services, at all times during the
term of this Agreement, NDPS shall, subject to Section 10, provide the Bank with
unrestricted access to the Bank Data used in connection with the Services.

SECTION 11.5  Return of Bank Data.  NDPS shall at:
              -------------------                 

     (a)  the request of the Bank, at any time; and

     (b)  upon the termination of this Agreement;

promptly return to the Bank the Bank Data in its then current format or formats
or in such format or formats and on the media reasonably requested by the Bank
and mutually agreed upon by the parties, or such portion of it as has been
requested by the Bank.  For greater certainty, the parties acknowledge that any
material costs incurred by NDPS in connection with the transfer of the Bank Data
from those existing formats or media to those requested by the Bank shall be
borne by the Bank.  For greater certainty, the Bank agrees that it shall not
request a return of the Bank Data in a manner which shall cause a material
change in the Services or request a return of the Bank Data if doing so would
otherwise restrict NDPS' ability to perform the NDPS Services under this
Agreement or the conduct of the Merchant Business.  Following such return, at
the Bank's written direction, and upon payment by the Bank of the costs thereof,
NDPS shall remove from its databases, erase or destroy any the Bank Data
remaining in NDPS' possession, or such portion of it as the Bank may direct.
NDPS shall be relieved of its obligations to provide those Services which
require the availability of the Bank Data which have been returned to the Bank
or destroyed by NDPS in accordance with this Section 11.

SECTION 11.6  Privacy.  The parties agree to comply with all of the requirements
              -------                                                           
of the Privacy Policies and Procedures in connection with the Assigned Merchant
Agreements and all applicable privacy Laws, Association Rules and Clearing
System Rules in connection with the provision of the Services.

SECTION 11.7  Ownership of NDPS Data. Notwithstanding the Bank's access to the
              ----------------------                                          
NDPS Data in connection with providing the Bank Services, the NDPS Data is and
shall remain the property of NDPS or its customers, as applicable.  The NDPS
Data shall not be:

     (a)  used, in any way, directly or indirectly, by the Bank or its Advisors
          other than to the extent necessary in connection with providing the
          Bank Services;

                                       29

<PAGE>
 
     (b)  disclosed (other than pursuant to this Agreement) sold, assigned,
          leased or otherwise provided to third parties; or

     (c)  commercially exploited in any way, directly or indirectly, by or on
          behalf of the Bank or its Advisors.

SECTION 11.8  Access to NDPS Data.  Notwithstanding the Bank's potential access
              -------------------                                              
to NDPS Data in connection with providing the Bank Services, at all times during
the term of this Agreement the Bank shall, subject to Section 10, provide NDPS
with unrestricted access to NDPS Data used in connection with the Services.

SECTION 11.9  Return of NDPS Data.  The Bank shall at:
              -------------------                     

     (a)  the request of NDPS, at any time; and

     (b)  upon the termination of this Agreement;

promptly return to the Bank the Bank Data in its then current format or formats
or in such format or formats and on the media reasonably requested by NDPS and
mutually agreed upon by the parties, or such portion of it as has been requested
by NDPS.  For greater certainty, the parties acknowledge that any material costs
incurred by the Bank in connection with the transfer of NDPS Data from those
existing formats or media to those requested by NDPS shall be borne by NDPS.
For greater certainty, NDPS agrees that it shall not request a return of NDPS
Data in a manner which shall cause a material change in the Services or return
the NDPS Data if doing so would otherwise materially restrict the Bank's ability
to perform the Bank Services under this Agreement.  Following such return, at
NDPS' written direction, and upon payment by NDPS of the costs thereof, the Bank
shall remove from its databases, erase or destroy any NDPS Data remaining in the
Bank's possession, or such portion of it as NDPS may direct. The Bank shall be
relieved of its obligations to provide those Services which require the
availability of NDPS Data which have been returned to NDPS or destroyed by the
Bank in accordance with this Section 11.

SECTION 11.10 Data Mining.  The Bank and NDPS agree to work together in good
              -----------                                                   
faith to establish each party's rights to collect, use and distribute the
information contained in payment transactions having regard to

     (i)   all applicable Laws;

     (ii)  all contractual obligations of either the Bank of NDPS to any other
           Persons; and

     (iii) the cost of collecting or gaining access to all such information.

                                       30

<PAGE>
 
SECTION 12.    BUSINESS RECOVERY

SECTION 12.1   Business Recovery Plan. NDPS and the Bank shall:
               ----------------------                          

     (a)  maintain their respective Business Recovery Plans in accordance with
          their terms;

     (b)  periodically update and test the operability of their Business
          Recovery Plans;

     (c)  provide the other party with written copies of Business Recovery Plan
          promptly following any amendment;

     (d)  on a periodic basis, certify to the other party that the certifying
          party's applicable Business Recovery Plan has been successfully
          tested;

     (e)  implement their respective Business Recovery Plans in accordance with
          the applicable terms;

     (f)  consult with the other party regarding the priority to be given to the
          Services upon the occurrence of an event that triggers any obligation
          under either party's Business Recovery Plan; and

     (g)  not amend their respective Business Recovery Plan that may materially
          affect the Merchant Business without the prior written consent of the
          other party, such consent not to be unreasonably withheld.

SECTION 12.2  Force Majeure. Neither NDPS nor the Bank shall be liable for a
              -------------                                                 
failure or delay in the performance of its obligations pursuant to this
Agreement, including the failure or delay in respect of providing the Services
if, and to the extent, and only for so long as such failure or delay is caused,
directly or indirectly, by fire, flood, earthquake, elements of nature or acts
of God, acts of war, terrorism, riots, civil disorders, rebellions, strikes,
lock outs or labour or supply disruptions or revolutions or any other similar
causes beyond the reasonable control of such party (each, a "Force Majeure
Event") provided NDPS or the Bank, as the case may be, continues to use
Commercially Reasonable Efforts to recommence performance whenever and to
whatever extent possible without delay.  If a Force Majeure Event occurs, NDPS
or the Bank, as the case may be, shall:

     (a)  promptly notify the Bank or NDPS, as the case may be, by telephone (to
          be confirmed in writing within five (5) days of the inception of such
          delay) of the occurrence of a Force Majeure Event; and

     (b)  describe in reasonable detail the circumstances causing the Force
          Majeure Event.

                                       31

<PAGE>
 
SECTION 13.    AUDITS, REGULATORY EXAMINATIONS AND COMPLIANCE

SECTION 13.1   Audits and Inspections.  Upon notice, each party shall provide
               ----------------------                                        
such internal auditors, external auditors, and inspectors, as the inspecting
party or any Governmental Entity having jurisdiction over NDPS or the Bank, as
applicable, may designate, with access, as requested, to the Service Locations
for the purpose of performing audits or inspections of the NDPS Services or the
Bank Services.  Each party shall provide such auditors and inspectors any
assistance that they may reasonably require, at the expense of the requesting
party.  If any audit by an auditor designated by a party or a Governmental
Entity or Credit Card Association, or Network Organization having jurisdiction
over the Bank or NDPS, as applicable, results in a party being notified that it
is not in compliance with applicable Laws, Association Rules or Clearing System
Rules the party shall, within the period of time specified by such auditor or
regulatory authority, use Commercially Reasonable Efforts to comply with such
audit or regulatory authority.

SECTION 14.    TERM AND TERMINATION OF AGREEMENT

SECTION 14.1   Term of Agreement.  Unless otherwise terminated by mutual
               -----------------                                        
agreement of the parties or by operation of the provisions set out herein, this
Agreement shall remain in full force and effect for an initial term of ten (10)
years from the date hereof and shall be automatically extended for successive
one (1) year periods on the same terms and conditions expressed herein, or as
may be amended, unless either party gives the other party written notice of
termination at least two hundred and seventy (270) days prior to the expiration
of the initial term or any extensions or renewals thereof.  In the event the
Bank and NDPS are unable to reach agreement on a renewal hereof or in the event
of termination in accordance with this Section, the Bank and NDPS agree to work
together to accomplish an orderly disengagement and termination of their
relationship.  Except as specifically set forth above, this Agreement may only
be terminated as a result of a Bank Default as set forth in Section 14.2 or as a
result of an NDPS Default set forth in Section 14.3 and then only in accordance
with the provisions of Section 14.4.

SECTION 14.2   Bank's Default.  In the event that:
               --------------                     

     (a)  the Bank defaults in the performance of any of the Bank Services
          hereunder where the same Service Level is not achieved in a material
          way for two consecutive months under this Agreement and a corrective
          action plan has not been developed during the 30-day period after
          written notice and demand for cure has been given by NDPS to the Bank
          (except that such period shall be extended to the extent there shall
          be in effect any event which shall be deemed a Force Majeure Event);

     (b)  notwithstanding any Force Majeure Event, the Bank fails to debit or
          credit the Merchant Depository Accounts in accordance with Sections
          4.1(c) or (d), 4.2(b) or 4.3(b) for three (3) Business Days, fails to
          transmit the file to the applicable Clearing System as required by
          Section 4.1(e) or 4.2(c) for 

                                       32

<PAGE>
 
          three (3) consecutive Business Days, fails to debit the Merchant
          Deposit Accounts in accordance with Section 5.2 within three (3)
          Business Days of the required date or fails to settle with Interac in
          accordance with Section 4.2(d) for three (3) Business Days or fails to
          ensure that the Issuing Account is adequately funded to meet the
          obligations set forth in Section 4.1(c), and such default is not cured
          within three (3) Business Days after written notice and demand for
          cure has been given by NDPS to the Bank (unless such failure is the
          result of a breach by NDPS of its obligations under this Agreement);
          or

     (c)  the Bank is adjudged or declared bankrupt or insolvent or makes an
          assignment for the benefit of creditors, or petitions or applies to
          any tribunal for the appointment of a receiver, custodian, trustee, or
          similar officer for it or for any part of its property, or commences
          any proceedings relating to it under any reorganization, arrangement,
          readjustment of debt, dissolution or liquidation Law or statute of any
          jurisdiction whether now or hereafter in effect, or by any act
          indicates its consent to, approval of, or acquiescence in, any such
          proceeding for it or for any part of its property, or a receiver,
          liquidator, assignee, custodian, trustee or similar official is
          appointed for the Bank, or any of the Bank's property,

     then, in any such case the Bank shall be considered to have committed a
     Bank Default under this Agreement.

SECTION 14.3  NDPS' Default.  In the event that:
              -------------                     

     (a)  NDPS defaults in the performance of any of the NDPS Services hereunder
          where the relevant Service Level is not achieved in a material way for
          two consecutive months under this Agreement and a corrective action
          plan has not been developed during the 30-day period after written
          notice and demand for cure has been given by the Bank to NDPS
          committed a Bank Default (except that such period shall be extended to
          the extent there shall be in effect any event which shall be deemed a
          Force Majeure Event);

     (b)  notwithstanding any Force Majeure Event, NDPS fails to process and
          transmit or cease to be processed and transmitted information to the
          Bank in accordance with Sections 4.1(a), 4.2(a) and 4.3(a) for three
          (3) consecutive Business Days and such default is not cured within
          three (3) Business Days after written notice and demand for cure has
          been given by the Bank to NDPS (unless such failure is due to a breach
          of the Bank's obligations under this Agreement); or

     (c)  NDPS is adjudged or declared bankrupt or insolvent or makes an
          assignment for the benefit of creditors, or petitions or applies to
          any tribunal for the appointment of a receiver, custodian, trustee, or
          similar officer for it or for any part of its property, or commences
          any proceedings relating to it under any reorganization, arrangement,
          readjustment of debt, 

                                       33

<PAGE>
 
          dissolution or liquidation Law or statute of any jurisdiction whether
          now or hereafter in effect, or by any act indicates its consent to,
          approval of, or acquiescence in, any such proceeding for it or for any
          part of its property, or a receiver, liquidator, assignee, custodian,
          trustee or similar official is appointed for NDPS, or any of NDPS'
          property,

     then, in any such case, NDPS shall be considered to have committed an NDPS
     Default under this Agreement.

SECTION 14.4  Termination Period.  In the event this Agreement is to be
              ------------------                                       
terminated as a result of a Bank Default under Section 14.2 or a NDPS Default
under Section 14.3 of this Agreement, the parties agree that the term of this
Agreement shall automatically extend on the same terms and conditions as
expressed herein for a transition period of up to two hundred and seventy (270)
days during which the parties shall work together and use their Commercially
Reasonable Efforts to cause an orderly transition of the Merchant Business.

SECTION 14.5  Termination of Use of Bank Marks.  NDPS shall cease to use the
              --------------------------------                              
Bank Marks upon commencement of the 270-day period in Section 14.4 and shall
comply with the provisions of the Trademark Licence Agreement.

SECTION 15.   DESIGNATION OF RESPONSIBLE PERSONNEL

SECTION 15.1  Client Relations Representative.  Each of the Bank and NDPS agrees
              -------------------------------                                   
that it will from time to time designate one or more officers or employees (the
"Client Relations Representative") who will be responsible for all
communications with the other party relating to the subject matter of this
Agreement.  The initial Client Relations Representatives of the Bank and NDPS
are set forth in Schedule 15 hereto.
                 -----------        

SECTION 16.   CHANGE OF CONTROL/ASSIGNMENT

SECTION 16.1  Change of Control/Assignment.
              ---------------------------- 

     (a)  The obligations of the Bank under Sections 6.1 and 6.3 of this
          Agreement shall terminate at the Bank's sole discretion, upon (A) an
          assignment of this Agreement by NDPS to any Person other than an
          Affiliate thereof without the written consent of the Bank; or (B) a
          change of Control of NDPS or Global Payments; or (C) an assignment by
          NDPS or an Affiliate thereof of Merchant Agreements representing all
          or substantially all of the volume of Card Transactions of the
          Merchant Business at that time.

     (b)  The rights of NDPS and its Affiliates to use the Bank's BINs and ICAs
          in accordance with the provisions of this Agreement shall terminate,
          at the Bank's sole discretion, upon (A) an assignment of this
          Agreement by NDPS to any Person other than an Affiliate thereof
          without the written consent of the Bank; (B) a change of Control of
          NDPS or Global Payments; or (C) an assignment by NDPS or an Affiliate
          thereof of Merchant Agreements representing all or substantially all
          of the volume of 

                                       34

<PAGE>
 
          Card Transactions of the Merchant Business at that time, such that
          NDPS, Global Payments or the Merchant Business, as the case may be, is
          Controlled by a Canadian Financial Institution.

SECTION 17.   MARKETING

SECTION 17.1  Annual Marketing Plan.  The parties agree to enter into a mutually
              ---------------------                                             
agreeable marketing plan and to review such plan on an annual basis.

SECTION 18.   CREDIT POLICY

SECTION 18.1  Approval of Merchant Qualification Criteria.  The Bank has
              -------------------------------------------               
approved NDPS' current policies with respect to merchant qualification criteria.
NDPS agrees to adhere to such merchant qualification criteria.  If NDPS makes a
change to such criteria, it shall notify the Bank and the Bank shall have five
(5) Business Days to object to such new criteria.  If the Bank does not object
in writing within such time period, such new criteria shall be deemed to be
accepted by the Bank.  Any objections by the Bank shall be dealt with in
accordance with Section 22.

SECTION 19.   TERMINALS

SECTION 19.1  Inventory Levels.  NDPS will cause its Canadian Affiliate to use
              ----------------                                                
Commercially Reasonable Efforts to maintain the inventory levels of terminals
for use in the Merchant Business at levels sufficient for the continuation of
the Merchant Business in the Ordinary Course.

SECTION 20.   INDEMNIFICATION/LIMITATION OF LIABILITY AND PROCEDURES FOR CLAIMS

SECTION 20.1  Indemnification.
              --------------- 

     (a)  Subject to the terms of this Agreement, the Bank shall indemnify NDPS
          and hold NDPS harmless from any liability, loss, cost or expense,
          including reasonable attorneys' fees and expenses ("Losses") suffered
          by it or its Affiliates that shall result from or arise out of (i) the
          breach by the Bank of this Agreement, or (ii) the Bank's violation of
          applicable Laws, Association Rules and Clearing System Rules, or (iii)
          the negligence or intentional wrongdoing of the Bank; provided further
          that if both the Bank and NDPS are jointly sued by a third party and
          both are deemed to be liable as joint tortfeasors, then the allocation
          of loss between NDPS and the Bank shall be determined by the court.

     (b)  Subject to the terms of this Agreement, NDPS shall indemnify the Bank
          and hold the Bank harmless from any Losses suffered by it or its
          Affiliates that shall result from or arise out of (i) the breach by
          NDPS of this Agreement, or (ii) NDPS' violation of applicable Laws,
          Association Rules and Clearing System Rules, or (iii) the negligence
          or intentional 

                                       35

<PAGE>
 

          wrongdoing of NDPS; provided further that if both the Bank and NDPS
          are jointly sued by a third party and both are deemed to be liable as
          joint tortfeasors, then the allocation of loss between NDPS and the
          Bank shall be as determined by the court.

     (c)  In case any claim is made or any suit or action is commenced against
          either party by a third party in respect of which indemnification may
          be sought under this Section 20.1, the party to be indemnified
          ("Indemnitee") shall promptly give the indemnifying party
          ("Indemnitor") notice thereof and the Indemnitor shall be entitled to
          conduct the defense thereof with counsel reasonably acceptable to the
          Indemnitee or to participate in the defense thereof, at the
          Indemnitor's expense. If the Indemnitor elects to conduct any such
          defense, the Indemnitee shall be entitled to participate in such
          defense at the Indemnitee's expense. The Indemnitor may (but need not)
          conduct or participate in the defense of any such claim, suit or
          action, but the Indemnitor shall promptly notify the Indemnitee if the
          Indemnitor shall not desire to conduct or participate in the defense
          of any such claim, suit or action. The Indemnitee may at any time
          notify the Indemnitor of its intention to settle or compromise any
          claim, suit or action against the Indemnitee in respect of which
          payments may be sought by the Indemnitee hereunder (and the defense of
          which the Indemnitor has not previously elected to conduct or
          participate in), and the Indemnitee may settle or compromise any such
          claim, suit or action unless the Indemnitor notifies the Indemnitee in
          writing (within ten days after the Indemnitee has given the Indemnitor
          written notice of its intention to settle or compromise) that the
          Indemnitor reasonably objects to such settlement or compromise or
          intends to conduct the defense of such claim, suit or action. Any such
          settlement or compromise of or any final judgment or decree entered on
          or in any claim, suit or action that the Indemnitee has agreed to or
          defended or participated in the defense of in accordance herewith
          shall be deemed to have been consented to by, and shall be binding
          upon, the Indemnitor as fully as if the Indemnitor had assumed the
          defense thereof and a final judgment or decree had been entered in
          such suit or action, or with regard to such claim, by a court of
          competent jurisdiction for the amount of such settlement, compromise,
          judgment or decree.

     (d)  In case any direct claim in made in respect of which indemnification
          may be sought under this Section 20.1, the Indemnitee shall promptly
          give notice to the Indemnitor, which shall specify the factual basis
          for the claim and the amount of such claim. The Indemnitor shall have
          sixty (60) days from receipt of notice of the claim within which to
          make such investigation of the claim as the Indemnitor considers
          necessary or desirable. For the purpose of such investigation, the
          Indemnitee shall make available to the Indemnitor reasonable
          documentation to substantiate the claim, together with all such other
          information as the Indemnitor may reasonably request. If both parties
          agree at or before the expiration of 

                                       36

<PAGE>
 
          such time period (or any mutually agreed upon extension thereof) to
          the validity and amount of such claim, the Indemnitor shall
          immediately pay to the Indemnitee the full agreed upon amount of the
          claim, but failing such agreement the matter shall be referred to the
          dispute resolution procedures set out in this Agreement.

SECTION 20.2  Limitation of Liability.
              ----------------------- 

     (a)  Neither NDPS nor the Bank shall be liable for failure to provide the
          NDPS Services or the Bank Services, respectively, if such failure is
          due to any Force Majeure Event affecting the party not performing, or
          affecting one of their subcontractors provided that the party hereto
          affected by such Force Majeure Event cause or condition uses
          Commercially Reasonable Efforts to resume performing its obligations
          hereunder as soon as practicable. Neither NDPS nor the Bank shall have
          any liability for losses, expenses or damages, ordinary, special or
          consequential of the other party resulting directly or indirectly from
          such causes or conditions.

     (b)  NDPS agrees to provide the NDPS Services in a prompt and efficient
          manner and to use Commercially Reasonable Efforts to comply with the
          Service Levels set forth on Schedule 3; however, failure to comply
                                      ----------
          with the Service Levels shall not be considered a default condition
          unless the provisions of Section 14.3(a) regarding the default
          conditions have been satisfied. NDPS makes no warranties or
          representations regarding the NDPS Services except as specifically
          stated in this Agreement. NDPS shall use due care in performing all
          NDPS Services hereunder and in complying with all Association Rules,
          Network Organization rules or Clearing System Rules, including, but
          not limited to, those concerning the processing of Chargebacks and
          Credit Losses, dispute resolutions, and arbitration. NDPS shall not be
          responsible in any manner for errors or failures of any Person other
          than those of NDPS, any Affiliate of NDPS or any Merchant Accounting
          Processor or Independent Sales Organization designated by NDPS. THIS
          WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, AND THE
          BANK HEREBY WAIVES ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR
          STATUTORY INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
          MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. Should
          there be any failure in performance or errors or omissions, NDPS shall
          use Commercially Reasonable Efforts to correct such failure in
          performance or errors or omissions. Except as the result of a third
          party claim subject to Section 20.1(a), in no event shall NDPS be
          liable to the Bank or other third parties for special, indirect, or
          consequential damages, even if NDPS has been advised of the
          possibility of such damage.

     (c)  The Bank agrees to provide the Bank Services in a prompt and efficient
          manner and to use Commercially Reasonable Efforts to comply with the

                                       37

<PAGE>
 
          Service Levels set forth on Schedule 3; however, failure to comply
                                      ----------
          with the Service Levels shall not be considered a default condition
          unless the provisions of Section 14.2(a) regarding the default
          conditions have been satisfied. The Bank makes no warranties or
          representations regarding the Bank Services except as specifically
          stated in this Agreement. The Bank shall use due care in performing
          all the Bank Services hereunder and in complying with all Association
          Rules, Network Organization rules or Clearing System Rules, including
          but not limited to those concerning membership and its sponsorship of
          NDPS. The Bank shall not be responsible in any manner for errors or
          failures of any Person other than those of the Bank or any Affiliate
          of the Bank. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER
          WARRANTIES, AND NDPS HEREBY WAIVES ALL OTHER WARRANTIES, EXPRESS,
          IMPLIED, OR STATUTORY INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
          MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. Should
          there be any failure in performance or errors or omissions, the Bank
          shall use Commercially Reasonable Efforts to correct such failure in
          performance or errors or omissions. Except as the result of a third
          party claim subject to Section 20.1(b), in no event shall Bank be
          liable to NDPS or any third parties for any special, indirect, or
          consequential damages, even if the Bank has been advised of the
          possibility of such damage.

SECTION 20.3  Recovery.  If, at any time, either the Bank or NDPS has received
              --------                                                        
damages from the other party and recovers funds, payments, or costs from a third
party relating to the liability in respect of which such damages were paid, the
amounts so recovered (less the costs of recovery and amounts previously paid to
the other party in respect of the Loss) shall be remitted to such other party up
to the amounts previously paid by such party.

SECTION 20.4  Notice of Default.  Each party all promptly notify the other party
              -----------------                                                 
if a default or event of default with respect to it has occurred hereunder.

SECTION 20.5  Notice of Litigation.  Each party shall promptly give notice to
              --------------------                                           
the other party of any material claims, proceedings, disputes (including labour
disputes), changes or litigation likely or impending which may have a material
effect on the fulfilment of any of the terms hereof by it (whether or not any
such claim, change, proceeding, dispute or litigation is covered by insurance)
of which it is aware.  It shall provide the other party with all information
reasonably requested, from time to time, concerning the status of such claims,
proceedings, changes, disputes, litigation or developments.

SECTION 21.   REMEDIES

SECTION 21.1  Remedies of the Bank.  Upon the occurrence of an NDPS Default
              --------------------                                         
under this Agreement, after attempting to resolve the matter pursuant to the
dispute 

                                       38

<PAGE>
 
resolution provisions set out in this Agreement, the Bank may do any or all of
the following as the Bank, in its sole and absolute discretion, shall determine:

     (a)  the Bank may terminate this Agreement in accordance with the
          provisions hereof, in which case all of the Bank's rights and
          obligations under the Merchant Agreements shall automatically be
          assigned and assumed absolutely by NDPS at the commencement of the 
          270-day period in Section 14.4 and NDPS shall notify Merchants that
          the Bank is no longer engaged in the provision of services in
          connection with the Merchant Business;
 
     (b)  the Bank may bring any proceedings in the nature of specific
          performance, injunction, or other equitable remedy in any instance, it
          being acknowledged that damages at Law may be an inadequate remedy for
          a default of the confidentiality provisions of this Agreement
          applicable to NDPS under this Agreement;

     (c)  subject to the limitations contained herein, the Bank may bring any
          action at Law as may be necessary or advisable in order to recover
          damages and costs; and/or

     (d)  the Bank may exercise any of its other rights and remedies provided
          for hereunder or otherwise available to it, including a waiver of any
          NDPS Default;

SECTION 21.2  Remedies of NDPS.  Upon the occurrence of a Bank Default under
              ----------------                                              
this Agreement, after attempting to resolve the matter pursuant to the dispute
resolution provisions set out in this Agreement, NDPS may do any or all of the
following as NDPS, in its sole and absolute discretion, shall determine:

     (a)  NDPS may terminate this Agreement in accordance with the provisions
          hereof, in which case all of the rights and obligations under the
          Merchant Agreements shall automatically be assigned and assumed by
          NDPS at the commencement of the 270-day period in Section 14.4 and
          NDPS shall notify Merchants that the Bank is no longer engaged in the
          provision of services in connection with the Merchant Business;

     (b)  NDPS may bring any proceedings in the nature of specific performance,
          injunction or other equitable remedy, it being acknowledged that
          damages at Law may be an inadequate remedy for a default of the
          confidentiality provisions of this Agreement applicable to the Bank
          under this Agreement;

     (c)  subject to the limitations contained herein, NDPS may bring any action
          at Law as may be necessary or advisable in order to recover damages
          and costs; and/or

                                       39

<PAGE>
 
     (d)  NDPS may exercise any of its other rights and remedies provided for
          hereunder or otherwise available to it, including a waiver of any Bank
          Default.

SECTION 21.3  Non-Exclusive Remedies.  The non-defaulting party may, in its sole
              ----------------------                                            
discretion, exercise any right or recourse and/or proceed by any action, suit,
remedy or proceeding against the defaulting party authorized hereunder or
permitted by Law and may proceed to exercise any and all rights hereunder and no
remedy for the enforcement of the rights of the non-defaulting party shall be
exclusive of any other rights or remedies provided hereunder or at Law or in
equity or be dependent upon any such right or remedy and any one or more of such
rights or remedies may from time to time be exercised independently or in
combination. All such rights shall be subject to the limitation of liability
contained herein.

SECTION 21.4  Equitable Remedies.  The defaulting party agrees that the non-
              ------------------                                           
defaulting party's entitlement to seek equitable relief includes such injunction
or injunctions as may be required to prevent breaches or further breaches of any
of the provisions hereof, and specific enforcement of such provisions by an
action instituted in any court having jurisdiction.

SECTION 22.   DISPUTE RESOLUTION

SECTION 22.1  Initial Dispute Resolution.  If any dispute, claim, question or
              --------------------------                                     
difference (a "Dispute") arises out of or in relation to this Agreement, the
Bank or NDPS shall contact the other party's Client Relations Representative.
The parties' respective Client Relations Representatives shall meet and use
their Commercially Reasonable Efforts to negotiate with each other in good faith
and understanding of their mutual interests, to reach a just and equitable
resolution to the Dispute within ten (10) Business Days of such referral.

SECTION 22.2  Resolution by Committee. If the Dispute cannot be resolved through
              -----------------------                                           
the process set out in Section 22.1, the Dispute shall be referred by the party
who initially raised the complaint (the "Initiating Party") to a committee
comprised the Chief Executive Officer of NDPS, and a senior officer designated
by the Bank.  Such committee members shall use their Commercially Reasonable
Efforts and negotiate in good faith and understanding of the parties' mutual
interests, to reach a just and equitable resolution to the Dispute within ten
(10) Business Days of such referral.

SECTION 22.3  Resolution by Joint Director Committee.  If the Dispute cannot be
              --------------------------------------                           
resolved through the process set out in Section 22.2, the Dispute shall be
referred by the Initiating Party to the Joint Director Committee. The Joint
Director Committee shall meet and use its best efforts and negotiate with each
other in good faith and understanding of the Parties mutual interests to reach a
just and equitable resolution to the Dispute within ten (10) Business Days of
such referral.

SECTION 22.4  Arbitration.  If a Dispute is not resolved pursuant to Section
              -----------                                                   
22.3, NDPS and the Bank agree, but shall not be obligated, within sixty (60)
days after the 

                                       40

<PAGE>
 
completion of the procedures set forth in Section 22.3, as appropriate, upon
notice, to submit the Dispute to formal binding Arbitration in accordance with
Section 22.5. If at any time a party commences litigation regarding such
Dispute, no Arbitration may subsequently be commenced by the other Party
regarding such Dispute without the consent of the parties involved in the
litigation.

SECTION 22.5  Arbitration Process. If the parties agree to formal binding
              -------------------                                        
Arbitration the following procedures shall apply.

     (a)  The Arbitration shall be held before a panel of three (3) arbitrators
          (the "Arbitration"). Any party may serve a notice on the other party
          setting out a statement of dispute, controversy or claim and the facts
          relating or giving rise thereto, in reasonable detail (the "Statement
          of Dispute"), and the name of the arbitrator selected by it.

     (b)  Within thirty (30) days after receipt of such notice, the receiving
          party shall respond to the notice by agreeing or commenting on the
          Statement of Dispute, as the case may be, and by naming its
          arbitrator.

     (c)  The two arbitrators named by the parties shall select the third
          arbitrator within ten (10) days after agreeing on or commenting on the
          Statement of Dispute.

     (d)  The third arbitrator will chair the Arbitration panel (the "Chair").
          The Chair may, upon agreement of each of the members of the
          Arbitration panel, act as sole arbitrator in respect of procedural
          matters including scheduling, production of documents and giving
          directions.

     (e)  Save as otherwise provided by this Section 22.5, the Arbitration shall
          be governed by the provisions of the Arbitration Act, S.O. 1991, C.17
          (the "Arbitration Act"); provided, however, that the Arbitration may
          be administered by any organization agreed upon by the parties and
          that the parties by agreement, may choose to be governed by the rules
          of such administering organization. The parties expressly agree that
          the provisions of the International Commercial Arbitration Act
          (Ontario) shall not apply to any Arbitration between them. The
          arbitrators may not amend or disregard any provision of this Section
          22.5 without the consent of the parties.

     (f)  The arbitrators selected to act hereunder shall be qualified by
          profession or occupation to decide the matter in dispute.

     (g)  Submission of Written Statements.

          (i)    Within fifteen (15) days of notice to the parties of the
                 appointment of the third arbitrator, each of the parties shall
                 submit written statements to the Chair setting out in
                 sufficient detail the facts and any contentions of Law on which
                 it relies, or the facts and any 

                                       41

<PAGE>
 
                 contentions of Law on which the other party relies that it
                 disputes, and the relief such party claims, if any. Each party
                 shall have ten (10) days from the date on which the written
                 statements were received to reply to the written statement
                 submitted by the other party.

          (ii)   After submission of all the statements, the arbitrators may
                 give directions for documentary production and
                 disclosure/discovery of each party's case, and for further
                 conduct of the Arbitration bearing in mind the desirability of
                 having cost effective and expeditious dispute resolution on the
                 merits of the case. In the absence of agreement between the
                 parties on production and discovery procedures within thirty
                 (30) days of the last day for delivery of the written
                 statements and replies described in Section 8.05(g)(i), Rules
                 30, 31, 32, 34 and 35 of the Ontario Rules of Civil Procedure
                 regarding production and discovery will apply to the
                 Arbitration, excepting that the arbitrators shall exercise any
                 powers or fulfil any duties set out in those Rules that would
                 otherwise (in an action) be exercised or fulfilled by the court
                 or a judge.

          (iii)  The arbitrators may, upon application by any party, modify or
                 extend any time limit contained in this Section 22.5, including
                 any time limit in the above rules.

     (h)  Confidentiality. Save and except as may be necessary in the course of
          the enforcement of an Arbitration award, the Arbitration process and
          all Persons participating therein shall be subject to the
          confidentiality provisions as set out in this Agreement. The
          arbitrators and all other Persons (not already bound by the
          confidentiality provisions of this Agreement) participating in the
          Arbitration shall execute an undertaking to be bound by the
          confidentiality provisions set out in this Agreement. For greater
          certainty, the parties agree that the Arbitration shall proceed in the
          event that any other Person refuses to sign a confidentiality
          undertaking or agreement.

     (i)  Meetings and Hearings.

          (i)    Meetings and hearings of the Arbitration shall take place in
                 Toronto or in such other place as the parties shall agree upon
                 in writing and such meetings and hearings shall be conducted in
                 the English language unless otherwise agreed by such parties
                 and the arbitrators. Subject to the foregoing, the arbitrators
                 may at any time fix the date, time and place of meetings and
                 hearings in the Arbitration, and will give all the Parties
                 adequate notice thereof. Subject to any adjournments which the
                 arbitrators allow, the final 

                                       42

<PAGE>
 
                 hearing will be continued on successive Business Days until it
                 is concluded.

          (ii)   All meetings and hearings will be in private unless the parties
                 otherwise agree.

          (iii)  Any party may be represented at any meetings or hearings by
                 legal counsel.

          (iv)   At the Arbitration, each party may examine and re-examine its
                 own witnesses and may cross-examine the other party's witness.

     (j)  The Decision.

          (i)    The arbitrators will make and send a decision in writing to the
                 parties within thirty (30) Business Days after the conclusion
                 of all hearings referred to in Section 22.5(i) unless that time
                 period is extended for a fixed period by the arbitrators on
                 written notice to each party because of illness or other cause
                 beyond the arbitrators' control and, unless the parties
                 otherwise agree, will set out reasons for decision in the
                 decision.

          (ii)   The decision of the majority of the arbitrators shall be deemed
                 to be the decision of the Arbitration panel. Where there is no
                 majority decision, the decision of the Chair shall be the
                 decision of the Arbitration panel.

          (iii)  Except as provided in the Arbitration Act and as otherwise
                 required by Law, the decision of the arbitrators shall be final
                 and binding on the parties and shall not be subject to any
                 appeal or review procedure, provided that the arbitrators have
                 followed the rules and procedures provided herein in good faith
                 and have proceeded in accordance with the principles of natural
                 justice.

SECTION 23.   MISCELLANEOUS

SECTION 23.1  Amendments, Etc.  No amendment or waiver of any provision of this
              ----------------                                                 
agreement, and no consent to any departure by the Bank or NDPS herefrom, shall
be effective unless the same shall be in writing and signed by each party sought
to be bound thereby, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.

SECTION 23.2  Notices. All notices required hereunder shall be delivered to the
              -------                                                          
following  names and addresses:

     (a)  If to the Bank, to:  Canadian Imperial Bank of Commerce
                               c/o CIBC World Markets Inc.
                               161 Bay Street,

                                       43

<PAGE>
 
                               BCE Place,7th Floor
                               Toronto, Ontario M5J 2J8
                               Attn: Executive Vice President, Card Products,
                               Collections and Merchant Card Services
                               Facsimile:  (416) 784-6868
          with a copy to:
                               Canadian Imperial Bank of Commerce
                               Legal and Compliance Division
                               199 Bay Street, 15th Floor
                               Commerce Court West
                               Toronto, Ontario  M5L 1A2
                               Attn: General Counsel
                               Facsimile: (416) 304-2860
          and to:
                               Blakes, Cassels & Graydon LLP
                               199 Bay Street, 28th Floor
                               Commerce Court West
                               Toronto, Ontario M5L 1A9
                               Attn: Managing Partner
                               Facsimile: (416) 863-2653

     (b)  If to NDPS to:       National Data Payment Systems, Inc.
                               7240 Parkway Drive, Suite 400
                               Hanover, Maryland  21076
                               Attn:  General Manager
                               Facsimile: 

     (c)  If to Global
          Payments to:         Global Payments Inc.
                               #2 National Data Plaza
                               Atlanta, Georgia 30329-2010
                               Attn.:  Office of the Corporate Secretary
                               Facsimile:

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 23.2.  Any notice, demand or other communication given pursuant to the
provisions of this Section 23.2. shall be deemed to have been given on the date
actually delivered or five days following the date deposited in the mail,
properly addressed, postage prepaid, as the case may be.

SECTION 23.3  No Waiver; Remedies.  No failure by the Bank or NDPS to exercise,
              -------------------                                              
and no delay in exercising, any right under this Agreement shall operate as a
waiver thereof; nor shall any single or partial exercise of any right under this
Agreement preclude any other or further exercise thereof or the exercise of any
other right.  The 

                                       44

<PAGE>
 
remedies provided in this Agreement are cumulative and not exclusive of any
remedies provided by Law.

SECTION 23.4  Third-Party Beneficiaries.  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 Bank and NDPS and permitted successors
and assigns.

SECTION 23.5  Assignment.
              ---------- 

     (a)  This Agreement shall be binding upon and inure to the successors and
          permitted assigns. This Agreement and all rights, privileges, duties
          and obligations of the parties hereto may not be assigned by any party
          without the prior written consent of the other party; provided,
          however, that no such consent shall be required (i) for the assignment
          by any party of its rights and privileges hereunder to an Affiliate of
          either party or (ii) for the assignment and delegation by any party of
          its rights, privileges, duties and obligations hereunder to any Person
          into or with which the assigning party shall merge or consolidate or
          to which the assigning party shall sell all or substantially all its
          assets.

     (b)  The consent of a party to any assignment by the other party shall not
          (i) relieve that party of any of its obligations under this Agreement;
          or (ii) constitute the other party's consent to further assignment.

SECTION 23.6  Governing Law, Attornment.  This Agreement shall be governed by,
              -------------------------                                      
and construed in accordance with, the laws of the Province of Ontario and the
laws of Canada applicable therein.

SECTION 23.7  Entire Agreement.  This Agreement  embodies the entire
              ----------------                                      
understanding of the parties with respect to the subject matter hereof, and
there are no further or other agreements or understandings, written or oral, in
effect between the parties relating to the subject matter of this Agreement.

SECTION 23.8  Independent Contractor.  Except as expressly provided herein,
              ----------------------                                       
nothing herein contained shall be construed as constituting a partnership or
joint venture between NDPS and the Bank and each party specifically disclaims
any liability for the conduct, performance of services or failure to act of the
other party.  Except as specifically described in this Agreement, each party
intends that it shall be considered an independent contractor of the other for
the services performed by it under this Agreement.

SECTION 23.9  Severability.  Whenever possible, each provision of this Agreement
              ------------                                                      
will be interpreted in such manner as to be effective and valid under applicable
Law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable Law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement. In such an event
the parties shall use good faith efforts to re-negotiate any such provision in
an effort to retain the spirit and intent of the original provision.

                                       45

<PAGE>
 
SECTION 23.10  Execution in Counterparts.  This Agreement may be executed by the
               -------------------------                                        
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.

SECTION 23.11  Confidentiality.  During the term of this Agreement and for a
               ---------------                                              
period of five (5) years thereafter, the Bank, its Affiliates, and their
employees, agents and representatives shall treat the NDPS Data as confidential
and will not use or disclose such information to third parties except as
required by Law, as needed in connection with any lawsuit, claim, litigation or
other proceeding or in connection with tax or regulatory matters, and except to
the extent that such information (other than information relating to the
Merchant Business or the Assets Sold as defined in the Asset Purchase Agreement)
was otherwise known to the Bank prior to disclosure by NDPS or already in the
public domain (or subsequently entering the public domain other than as a result
of the breach of the Bank's obligations under this Section). During the term of
this Agreement and for a period of five (5) years thereafter, NDPS, its
Affiliates, and their employees, agents and representatives shall treat the Bank
Data as confidential and will not disclose such information to third parties
except as required by Law, as needed in connection with any lawsuit, claim,
litigation or other proceeding or in connection with tax or regulatory matters,
and except to the extent that such information was otherwise known to NDPS prior
to disclosure by the Bank or already in the public domain (or subsequently
entering the public domain other than as a result of the breach of NDPS'
obligations under this Section).

SECTION 23.12  Joint Announcement; Confidentiality.  The Bank and NDPS 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, the Bank and NDPS
shall make individual announcements or a joint announcement concerning the
execution of this Agreement. Any subsequent  press releases or public
announcements regarding this Agreement and the processing relationship created
thereby shall be approved by both parties prior to such public disclosure or
announcement.

SECTION 23.13  Waiver of Jury Trial.  The Bank and NDPS 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 BANK AND NDPS HEREBY EXPRESSLY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING.  The Bank and
NDPS 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.

                                       46

<PAGE>
 
SECTION 23.14  Time of Essence.  Time is of the essence of this Agreement.
               ---------------                                            

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.

                       CANADIAN IMPERIAL BANK OF COMMERCE


                       By:_______________________________________              
                           Name:
                           Title:


                       By:_______________________________________              
                           Name:
                           Title:

                       NATIONAL DATA PAYMENT SYSTEMS, INC.


                       By:______________________________________
                           Name:  Suellyn P. Tornay
                           Title: General Counsel


The obligations of National Data Payment Systems, Inc. hereunder are hereby
guaranteed by GLOBAL PAYMENTS INC.

                       GLOBAL PAYMENTS INC.


                       By:______________________________________ 
                           Name:
                           Title:

                                       47

<PAGE>
 

<TABLE>
<CAPTION>
 
 
<S>              <C>                                                                                          <C>
SECTION 1.       DEFINITIONS AND INTERPRETATION.............................................................   1
SECTION 1.1      Certain Defined Terms......................................................................   1
SECTION 1.2      Headings and Table of Contents.............................................................   9
SECTION 1.3      Number and Gender..........................................................................   9
SECTION 1.4      Performance on Business Days...............................................................   9
SECTION 1.5      References.................................................................................   9
SECTION 1.6      Section and Schedule References............................................................   9
SECTION 2.       MERCHANT AGREEMENTS........................................................................  10
SECTION 2.1      Assigned Merchant Agreements...............................................................  10
SECTION 2.2      Further Assignment of Rights Under Merchant Agreements During the Term.....................  10
SECTION 2.3      Further Assignment of Rights Under Assigned Merchant Agreements Upon the Expiry of the Term  11
SECTION 2.4      Termination, Modification of Assigned Merchant Agreements..................................  12
SECTION 2.5      New Three Party Merchant Agreements........................................................  12
SECTION 2.6      Power of Attorney..........................................................................  13
SECTION 2.7      Key Accounts...............................................................................  13
SECTION 3.       SERVICES...................................................................................  14
SECTION 3.1      NDPS Services..............................................................................  14
SECTION 3.2      Bank Services..............................................................................  14
SECTION 3.3      Licences and Permits.......................................................................  14
SECTION 4.       DEPOSIT AND SETTLEMENT PROCEDURES..........................................................  14
SECTION 4.1      Acceptance, Delivery, and Settlement of Credit Card Transaction Records....................  14
SECTION 4.2      Acceptance, Delivery, and Settlement of  Debit Card Transaction Records....................  16
SECTION 4.3      Acceptance, Delivery and Settlement of Merchant's Edge Card Transactions...................  17
SECTION 4.4      Amendments.................................................................................  17
SECTION 5.       PAYMENTS AND ACCOUNTS; CLEARING ARRANGEMENTS...............................................  17
SECTION 5.1      General....................................................................................  17
SECTION 5.2      Withdrawal of Account Fees from Merchant Depository Accounts...............................  18
SECTION 5.3      Settlement Accounts........................................................................  18
SECTION 6.       EXCLUSIVITY AND MARKETING..................................................................  18
SECTION 6.1      Referral of Potential Merchants............................................................  18

</TABLE>


<PAGE>

<TABLE>
<S>              <C>                                                                                          <C> 
SECTION 6.2      Merchant Depository Accounts...............................................................  19
SECTION 6.3      New Products and Services..................................................................  19
SECTION 7.       CHARGE-BACKS, CREDIT LOSSES AND RISK MANAGEMENT............................................  19
SECTION 7.1      Chargebacks and Credit Losses..............................................................  19
SECTION 7.2      Payment for Chargebacks and Credit Losses..................................................  20
SECTION 7.3      Foreign Interchange........................................................................  21
SECTION 8.       MEMBERSHIP IN CREDIT CARD ASSOCIATIONS AND NETWORK ORGANIZATIONS...........................  22
SECTION 8.1      VISA and Interac Membership by Bank........................................................  22
SECTION 8.2      Compliance with VISA and Interac Requirements by NDPS......................................  22
SECTION 8.3      Processing and Clearing Arrangements.......................................................  22
SECTION 8.4      Sponsorship................................................................................  24
SECTION 9.       SERVICE LEVELS AND AMENDMENTS..............................................................  25
SECTION 9.1      Complaints.................................................................................  25
SECTION 9.2      Changes in Law. etc. ......................................................................  25
SECTION 9.3      Problem Notification.......................................................................  25
SECTION 9.4      Root-Cause Analysis and Resolution.........................................................  25
SECTION 10.      SERVICE LOCATIONS AND SECURITY.............................................................  26
SECTION 10.1     Rights of Access to NDPS Service Locations.................................................  26
SECTION 10.2     NDPS Service Locations.....................................................................  26
SECTION 10.3     Security Procedures........................................................................  26
SECTION 10.4     Unauthorized Access or Copying.............................................................  26
SECTION 10.5     Data Security..............................................................................  26
SECTION 10.6     Rights of Access to Bank Service Locations.................................................  27
SECTION 10.7     Unauthorized Access or Copying.............................................................  28
SECTION 10.8     Co-operation with Special Investigations...................................................  28
SECTION 11.      REPORTS AND DATA...........................................................................  28
SECTION 11.1     NDPS Reports...............................................................................  28
SECTION 11.2     Bank Reports...............................................................................  28
SECTION 11.3     Ownership of the Bank Data.................................................................  28
SECTION 11.4     Access to the Bank Data....................................................................  29
SECTION 11.5     Return of Bank Data........................................................................  29
SECTION 11.6     Privacy....................................................................................  29
</TABLE>



<PAGE>

<TABLE>
<S>              <C>                                                                                          <C> 
SECTION 11.7     Ownership of NDPS Data.....................................................................  29
SECTION 11.8     Access to NDPS Data........................................................................  30
SECTION 11.9     Return of NDPS Data........................................................................  30
SECTION 11.10    Data Mining................................................................................  30
SECTION 12.      BUSINESS RECOVERY..........................................................................  31
SECTION 12.1     Business Recovery Plan.....................................................................  31
SECTION 12.2     Force Majeure..............................................................................  31
SECTION 13.      AUDITS, REGULATORY EXAMINATIONS AND COMPLIANCE.............................................  32
SECTION 13.1     Audits and Inspections.....................................................................  32
SECTION 14.      TERM AND TERMINATION OF AGREEMENT..........................................................  32
SECTION 14.1     Term of Agreement..........................................................................  32
SECTION 14.2     Bank's Default.............................................................................  32
SECTION 14.3     NDPS' Default..............................................................................  33
SECTION 14.4     Termination Period.........................................................................  34
SECTION 14.5     Termination of Use of Bank Marks...........................................................  34
SECTION 15.      DESIGNATION OF RESPONSIBLE PERSONNEL.......................................................  34
SECTION 15.1     Client Relations Representative............................................................  34
SECTION 16.      CHANGE OF CONTROL/ASSIGNMENT...............................................................  34
SECTION 16.1     Change of Control/Assignment...............................................................  34
SECTION 17.      MARKETING..................................................................................  35
SECTION 17.1     Annual Marketing Plan......................................................................  35
SECTION 18.      CREDIT POLICY..............................................................................  35
SECTION 18.1     Approval of Merchant Qualification Criteria................................................  35
SECTION 19.      TERMINALS..................................................................................  35
SECTION 19.1     Inventory Levels...........................................................................  35
SECTION 20.      INDEMNIFICATION/LIMITATION OF LIABILITY AND PROCEDURES FOR CLAIMS..........................  35
SECTION 20.1     Indemnification............................................................................  35
SECTION 20.2     Limitation of Liability....................................................................  37
SECTION 20.3     Recovery...................................................................................  38
SECTION 20.4     Notice of Default..........................................................................  38
SECTION 20.5     Notice of Litigation.......................................................................  38
SECTION 21.      REMEDIES...................................................................................  38

</TABLE>


<PAGE>


<TABLE>
<S>              <C>                                                                                          <C> 
SECTION 21.1     Remedies of the Bank.......................................................................  38
SECTION 21.2     Remedies of NDPS...........................................................................  39
SECTION 21.3     Non-Exclusive Remedies.....................................................................  40
SECTION 21.4     Equitable Remedies.........................................................................  40
SECTION 22.      DISPUTE RESOLUTION.........................................................................  40
SECTION 22.1     Initial Dispute Resolution.................................................................  40
SECTION 22.2     Resolution by Committee....................................................................  40
SECTION 22.3     Resolution by Joint Director Committee.....................................................  40
SECTION 22.4     Arbitration................................................................................  40
SECTION 22.5     Arbitration Process........................................................................  41
SECTION 23.      MISCELLANEOUS..............................................................................  43
SECTION 23.1     Amendments, Etc. ..........................................................................  43
SECTION 23.2     Notices....................................................................................  43
SECTION 23.3     No Waiver; Remedies........................................................................  44
SECTION 23.4     Third-Party Beneficiaries..................................................................  45
SECTION 23.5     Assignment.................................................................................  45
SECTION 23.6     Governing Law, Attornment..................................................................  45
SECTION 23.7     Entire Agreement...........................................................................  45
SECTION 23.8     Independent Contractor.....................................................................  45
SECTION 23.9     Severability...............................................................................  45
SECTION 23.10    Execution in Counterparts..................................................................  46
SECTION 23.11    Confidentiality............................................................................  46
SECTION 23.12    Joint Announcement; Confidentiality........................................................  46
SECTION 23.13    Waiver of Jury Trial.......................................................................  46
SECTION 23.14    Time of Essence............................................................................  47
 
</TABLE>





<PAGE>

                                                                   EXHIBIT 10.22

                           STOCK PURCHASE AGREEMENT


          This Stock Purchase Agreement (this "Agreement") is made as of
November 9, 2000 by and among Global Payments Inc., a Georgia corporation (the
"Company"), Canadian Imperial Bank of Commerce, a bank governed by the Bank Act
(Canada) (the "Investor"), and, acting as guarantor of the Company's obligations
hereunder, National Data Corporation, a Delaware corporation ("NDC").

          WHEREAS, the Company, through its wholly-owned subsidiary, National
Data Payment Systems, a New York corporation ("NDPS"), operates, among other
things, a Merchant Business (as defined in the Asset Purchase Agreement, dated
as of the date hereof, between NDPS and the Investor (the "Asset Purchase
Agreement")) pursuant to agreements between the Investor and certain Merchants
(as defined in the Asset Purchase Agreement);

          WHEREAS, the Investor desires to sell and transfer, and NDPS desires
to purchase and assume, certain assets and liabilities related to the Investor's
Merchant Business and to enter into certain other agreements in connection
therewith, all on the terms and subject to the conditions set forth in the Asset
Purchase Agreement; and

          WHEREAS, the Asset Purchase Agreement requires, as a condition to
closing, that
 the Company and the Investor enter into this Agreement.

          NOW, THEREFORE, in consideration of the mutual promises hereinafter
set forth, the parties hereto agree as follows:

                                   SECTION 1
                                   ---------

                                  DEFINITIONS
                                  -----------

          1.1.  Definitions. Unless otherwise defined herein, capitalized terms
          -----------------
used in this Agreement that are defined in the Asset Purchase Agreement shall
have the meanings given such terms in the Asset Purchase Agreement. The
following terms shall have the following meanings:

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

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

          "Common Stock" has the meaning set forth in Section 4.6(a).

          "Company Material Adverse Effect" means, for the purposes of this
     Agreement, a material adverse effect, singly or in the aggregate taking
     into account all representations containing a Company Material Adverse
     Effect qualifier, which could result in a loss of 20% or more in annual
     revenue, a 20% or more increase in expenses or a 20% or more reduction in
     the value of the assets of the Company from the revenue, expense and asset
     values, respectively, set forth on the financial statements of the Company
     for the twelve 

<PAGE>
 
     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 Company's ability to perform its obligations under any of the
     Operative Documents.

          "Company SEC Documents" has the meaning set forth in Section 4.7(a).

          "Company's Knowledge" or other references to the "Knowledge of the
     Company" 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.

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

          "Financial Statements" means the balance sheets, statements of income,
     statements of changes in the Investor's equity in division and statements
     of cash flows of the Investor 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.

          "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
     1976, as amended.

          "Initial Transferred Shares" has the meaning set forth in Section
     2.1(a).

          "Investor Material Adverse Effect" means, for the purposes of this
     Agreement, a material adverse effect, singly or in the aggregate taking
     into account all representations containing an Investor Material Adverse
     Effect qualifier, which 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 revenues, expense
     and asset values, respectively, set forth on the Financial Statements or
     would otherwise be reasonably expected to result in a material limitation
     on the Investor's ability to perform its obligations under any of the
     Operative Documents.

          "Purchase Price" has the meaning set forth in Section 2.1.

          "Remaining Transferred Shares" has the meaning set forth in Section
     2.1(b).

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

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

          "Transferred Shares" has the meaning set forth in Section 2.1.

          "Voting Securities" means at any time (i) shares of any class of
     capital stock or other securities of the Company which are then entitled to
     vote generally in the election of Directors and not solely upon the
     occurrence and during the continuation of certain 

                                       2

<PAGE>
 
     specified events, and (ii) securities of the Company convertible into, or
     exchangeable or exercisable for, the securities described in clause (i),
     and options, warrants or other rights to acquire such securities
     (regardless of whether such securities, options, warrants or other rights
     are then exercisable or convertible).

                                   SECTION 2
                                   ---------

                          PURCHASE AND SALE OF STOCK
                          --------------------------

          2.1.  Purchase and Sale of Common Stock. Subject to the terms and
          ---------------------------------------
conditions hereof, the Company hereby agrees to issue and sell to the Investor,
and the Investor agrees to purchase from the Company, that number of shares of
Common Stock equal to 26.25% of the total number of shares of Common Stock
outstanding on a diluted basis (as determined in accordance with GAAP) on the
Closing Date after giving effect to such purchase (the "Transferred Shares"),
for a purchase price equal to the Cash Amount (the "Purchase Price"). The
delivery of the Transferred Shares shall occur as follows:

          (a)   on the Closing Date, the Company shall deliver that number of
shares of Common Stock equal to 26.25% of the total number of shares of Common
Stock issued and outstanding after giving effect to the purchase (the "Initial
Transferred Shares"); and

          (b)   no later than 60 days following the Closing Date, the Company
shall deliver that number of additional shares of Common Stock equal to the
difference between (i) 26.25% of the total number of shares of Common Stock
outstanding on a diluted basis (as determined in accordance with GAAP) after
giving effect to the issuance of the Initial Transferred Shares and calculated
as of the Closing Date and (ii) the Initial Transferred Shares.

                                   SECTION 3
                                   ---------

                                    CLOSING
                                    -------

          3.1.  Closing.  The closing of the sale and purchase of the
          -------------
Transferred Shares (the "Closing"), shall take place on the same date as the
closing of the transactions contemplated in the Asset Purchase Agreement (the
"Closing Date"). The Closing shall take place at the offices of Simpson Thacher
& Bartlett, 425 Lexington Avenue, New York, New York, or at such other location
as the parties hereto agree. The Company and the Investor agree to use their
Commercially Reasonable Efforts to consummate the Closing on the terms and
subject to the conditions set forth in this Agreement. At the Closing, subject
to the terms and conditions hereof:

          (a)   the Company shall deliver to the Investor a certificate
representing the Transferred Shares; and

          (b)   the Investor shall satisfy the Purchase Price by delivering to
(and endorsing in favor of, if required) the Company the same form of
consideration received by the Investor from NDPS in satisfaction of the Cash
Amount pursuant to Section 4.1(a)(i) of the Asset Purchase Agreement.

                                       3

<PAGE>
 
                                   SECTION 4
                                   ---------

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                 ---------------------------------------------

          The Company represents and warrants as follows to the Investor and
acknowledges and confirms that the Investor is relying upon the following
representations and warranties in connection with the purchase by the Investor
of the Transferred Shares.

          4.1.  Organization. The Company is a corporation duly organized and
          ------------------
validly existing under the Laws of the State of Georgia. The Company has all
requisite corporate power to own and to carry on its business as now being
conducted and is duly qualified, licensed 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 Company owns or
leases any material properties or assets or conducts any material business,
except jurisdictions in which the failure to be so qualified, licensed or
registered would not, individually or in the aggregate, have or reasonably be
expected to result in a Company Material Adverse Effect.

          4.2.  Authority. The Company has the corporate power and authority to
          ---------------
enter into and perform its obligations under this Agreement and each of the
other 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 Company, and, assuming this Agreement
constitutes the legally valid and binding agreement of the Investor, this
Agreement constitutes (and each other Operative Document to which the Company is
a party, when executed and delivered, will constitute) a legally valid and
binding obligation of the Company, 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).

          4.3.  Legal Proceedings. Except as set forth on Schedule 4.3, there
          -----------------------                         ------------
are no actions, suits or proceedings pending or, to the Knowledge of the
Company, threatened against the Company that are reasonably likely to be
adversely determined and that, if adversely determined, would have a Company
Material Adverse Effect.

          4.4.  No Violations. Except as set forth in Schedule 4.4, the
          -------------------                         ------------
execution, delivery and performance by the Company of this Agreement and the
other 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 Company is a party or by which the Company or its properties are
bound; (ii) constitute a violation by the Company of any Laws, (iii) 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 to which any of its assets or properties
are subject, (iv) violate any order, judgment, injunction or decree of any
court, arbitrator or Governmental Entity against or binding upon the Company,
and/or (v) result in a breach of, or cause the termination or revocation of, any
Authorization held by the Company that is necessary to the ownership of its
properties or the operation of its businesses, other than, in 

                                       4

<PAGE>
 
each of the preceding clauses (i) through (vi), such violations, conflicts,
breaches, defaults or exercise of rights as would not reasonably be expected to
have, either individually or in the aggregate, a Company Material Adverse
Effect.

          4.5.  Compliance with Laws. Except as set forth in Schedule 4.5, the
          --------------------------                         ------------
Company is not in violation of any Law or any Association Rules (as defined in
the Marketing Alliance Agreement) or Clearing System Rules (as defined in the
Marketing Alliance Agreement) applicable to its business or properties in each
jurisdiction in which the Company 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 Company Material Adverse Effect.
Within the past twelve months and except as set forth on Schedule 4.5, neither
                                                         ------------
the Company nor NDPS nor any of their respective Affiliates has received notice
from any Network Organization or Card Association that the Company or NDPS or
any of their respective Affiliates 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 Company or NDPS or any of their respective
Affiliates to a Card Association or Network Organization.

          4.6.  Capitalization and Related Matters.
          ----------------------------------------

          (a)  The authorized capital stock of the Company consists of (i)
200,000,000 shares of common stock, no par value (the "Common Stock") and (ii)
5,000,000 shares of preferred stock, no par value; none of which are issued or
outstanding.  All issued and outstanding shares have been duly authorized and
validly issued, are fully paid and nonassessable and have been issued in
compliance with applicable federal and state securities Law and not in violation
of the preemptive rights of any Person.  Except as set forth on Schedule 4.6
                                                                ------------
attached hereto, there are no options, warrants, conversion rights, preemptive
rights, rights of first refusal, or similar rights presently outstanding to
purchase or otherwise acquire from the Company any of the Company's securities.

          (b)  The Transferred Shares to be issued pursuant to the terms of this
Agreement have been duly authorized and, when issued in accordance with the
terms hereof, will be validly issued, fully paid and nonassessable.  The
Transferred Shares will be issued free and clear of any Liens, are not and will
not be subject to any preemptive rights, rights of first refusal or restrictions
on transfer, except as set forth in the Investor Rights Agreement and except for
restrictions on transfer under applicable Canadian, United States federal and
state securities Laws.

          (c)  As of November 8, 2000, the authorized capital stock of NDC
consists of (i) 200,000,000 shares of common stock, no par value, of which
32,956,215 shares are issued and outstanding, and (ii) 1,000,000 shares of
preferred stock, none of which are issued or outstanding.  All issued and
outstanding shares have been duly authorized and validly issued, are fully paid
and nonassessable and have been issued in compliance with applicable federal and
state securities Law and not in violation of the preemptive rights of any
Person.


                                       5

<PAGE>
          4.7.  SEC Filings; Financial Statements; Absence of Certain Changes.
          -------------------------------------------------------------------
 
          (a)  The Company has timely filed all reports, statements and
documents required to be filed by it with the SEC since September 8, 2000,
including without limitation the Form 10 Filing (collectively, the "Company SEC
Documents"), each of which complied in all material respects with the applicable
requirements of the Securities Act and the rules and regulations promulgated
thereunder, or the Exchange Act and the rules and regulations promulgated
thereunder, each as in effect on the date so filed.  The Company has heretofore
delivered or made available to the Investor or (in the case of any such document
not yet filed with the SEC) promptly will deliver or make available to the
Investor, in the form filed with the SEC (including any amendments thereto),
true and complete copies of the Company SEC Documents.  None of such Company SEC
Documents (including but not limited to any financial statements or schedules
included or incorporated by reference therein) contained when filed (or, if
amended or superseded by a filing prior to the Closing Date, then on the date of
such amending or superseding filing), any untrue statement of a material fact or
omitted to state a material fact required to be stated or incorporated by
reference therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.

          (b)  Each of the audited and unaudited pro forma financial statements
of the Company (including any related notes thereto) included in the Company SEC
Documents, complies or, if not yet filed, will comply as to form in all material
respects with all applicable accounting requirements and with the published
rules and regulations of the SEC with respect thereto; has been or, if not yet
filed, will have been prepared in accordance with GAAP (except, in the case of
unaudited quarterly statements, as permitted by Form 10-Q under the Exchange
Act) applied on a consistent basis throughout the periods involved (except as
may be disclosed in the notes thereto) and fairly presents or, if not yet filed,
will fairly present the pro forma financial position and historical combined
results of operations and changes in cash flows of the Company as of the
respective dates or for the respective periods reflected therein (subject, in
the case of unaudited quarterly statements, to normal recurring adjustments that
are not material).

          (c)  Except as and to the extent set forth on Schedule 4.7(c) or the
                                                        ---------------       
combined balance sheet of the Company at August 31, 2000, including the notes
thereto, included in the Company SEC Documents, the Company has no liabilities,
debts, claims or obligations of any nature (whether accrued, absolute, direct or
indirect, contingent or otherwise, whether due or about to become due) which
would be required to be reflected on a balance sheet or in the notes thereto
prepared in accordance with GAAP, and there is no existing condition or set of
circumstances which would reasonably be expected, individually or in the
aggregate, to result in such a liability, in each case except for (i)
liabilities, debts, claims or obligations incurred in the Ordinary Course since
August 31, 2000, (ii) liabilities incurred pursuant to the terms of or as
contemplated by this Agreement, and (iii) liabilities, debts, claims and
obligations that would not, individually or in the aggregate, have or reasonably
be expected to have a Company Material Adverse Effect.

          4.8.  Authorizations. Except as set forth on Schedule 4.8 and except
          --------------------                         ------------
as would not reasonably be expected to have a Company Material Adverse Effect,
no Authorization is required to be obtained or made by or with respect to the
Company in connection with the execution, delivery or performance by the Company
of the Operative Documents or the consummation of the transactions contemplated
hereby or thereby. Except as set forth on 

                                       6

<PAGE>
 
Schedule 4.8 and except as would not reasonably be expected to have a Company
------------
Material Adverse Effect, all Authorizations necessary for the conduct by the
Company of its businesses have been issued or granted to the Company and all
such Authorizations are in full force and effect.

          4.9.  Material Adverse Changes. Since August 31, 2000, no event has
          ------------------------------
occurred or circumstances exist which has had or could reasonably be expected to
result in a Company Material Adverse Effect.

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

          4.11. Offering Valid. Assuming the accuracy of the representations of
          --------------------
the Investor contained in Section 6 hereof, the offer, sale and issuance of the
Transferred Shares will be exempt from the registration requirements of the
Securities Act and will have been registered or qualified (or are exempt from
registration and qualification) under the registration, permit or qualification
requirements of all applicable United States state securities Laws.

                                   SECTION 5
                                   ---------

                         CERTAIN ADDITIONAL AGREEMENTS
                         -----------------------------

          5.1.  Guarantee. From the date hereof until the Distribution Date, NDC
          ---------------
hereby guarantees full and timely performance by the Company of the Company's
obligations under this Agreement.

          5.2.  Calculation of the Remaining Transferred Shares. Concurrently
          -----------------------------------------------------
with the delivery of the Remaining Transferred Shares pursuant to Section 2.1,
the Company shall execute and deliver a certificate of a senior officer of the
Company setting forth the capitalization of the Company on a diluted basis (as
determined in accordance with GAAP) on such date and the calculation used by the
Company to determine the Remaining Transferred Shares to be issued pursuant to
the terms of this Agreement, which certificate shall be satisfactory to the
Investor.

                                   SECTION 6
                                   ---------

                REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
                ----------------------------------------------

          The Investor represents and warrants as follows to the Company and
acknowledges and confirms that the Company is relying upon the following
representations and warranties in connection with the sale by the Company of the
Transferred Shares.

          6.1.  Investment Representations. The Investor acknowledges that the
          --------------------------------
Transferred Shares have not been registered under the Securities Act or under
any state securities Laws. The Investor (a) is acquiring the Transferred Shares
for investment for its own account, 

                                       7

<PAGE>
 
not as a nominee or agent, and not with the view to, or for resale in connection
with, any distribution thereof, (b) is an "accredited investor" within the
meaning of Regulation D, Rule 501(a), promulgated by the SEC, and (c)
acknowledges that the Transferred Shares must be held indefinitely unless
subsequently registered under the Securities Act or unless an exemption from the
registration requirements of the Securities Act is available.

          6.2.  Organization. The Investor is a bank governed by the Bank Act
          ------------------
(Canada). The Investor has all requisite corporate power to own and to carry on
its business as now being conducted and is duly qualified, licensed 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 Investor owns or leases any material properties or assets
or conducts any material business, except jurisdictions in which the failure to
be so qualified, licensed or registered would not, individually or in the
aggregate, have or reasonably be expected to result in an Investor Material
Adverse Effect.

          6.3.  Authority. The Investor has the corporate power and authority to
          ---------------
enter into and perform its obligations under this Agreement and each of the
other 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 Investor, and, assuming this Agreement
constitutes the legally valid and binding agreement of the Company, this
Agreement constitutes (and each other Operative Document, when executed and
delivered pursuant hereto, will constitute) a legally valid and binding
obligation of the Investor, 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).

          6.4.  No Violations. The execution, delivery and performance by the
          -------------------
Investor of this Agreement and the other 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 Investor is a party or by which the Investor or
its properties are bound; (ii) constitute a violation by the Investor of any
Laws, (iii) 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
any of its assets or properties are subject, (iv) violate any order, judgment,
injunction or decree of any court, arbitrator or Governmental Entity against or
binding upon the Investor, and/or (v) result in a breach of, or cause the
termination or revocation of, any Authorization held by the Investor that is
necessary to the ownership of its properties or the operation of its businesses,
other than, in each of the preceding clauses (i) through (v), such violations,
conflicts, breaches, defaults or exercise of rights as would not reasonably be
expected to have, either individually or in the aggregate, an Investor Material
Adverse Effect.

          6.5.  Authorizations. Except as set forth on Schedule 6.5 and except
          --------------------                         ------------
as would not reasonably be expected to have an Investor Material Adverse Effect,
no Authorization is required to be obtained or made by or with respect to the
Investor in connection with the execution, delivery or performance by the
Investor of the Operative Documents or the 

                                       8

<PAGE>
 
consummation of the transactions contemplated hereby or thereby. Except as set
forth on Schedule 6.5 and except as would not reasonably be expected to have an
         ------------
Investor Material Adverse Effect, all Authorizations necessary for the conduct
by the Investor of its businesses have been issued or granted to the Investor
and all such Authorizations are in full force and effect.

          6.6.  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 Investor.

                                   SECTION 7
                                   ---------

              CONDITIONS OF THE INVESTOR'S OBLIGATIONS AT CLOSING
              ---------------------------------------------------

          The obligation of the Investor to consummate the Closing is subject to
the fulfillment at or before the Closing of each of the following conditions:

          7.1.  Representations and Warranties. The representations and
          ------------------------------------
warranties of the Company 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 as of the Closing 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 Company shall have executed and delivered a certificate of a senior officer
of the Company to such effect. The receipt of such certificate and the
consummation of the Closing shall not constitute a waiver by the Investor of any
of the representations and warranties of the Company that are contained in this
Agreement or in any of the other Operative Documents.

          7.2.  Performance. The Company and its Affiliates shall have fulfilled
          -----------------
or complied with all covenants contained in this Agreement and in any other
Operative Document to be fulfilled or complied with by it or such Affiliate,
respectively, at or prior to the Closing, except where the failure to so fulfill
or comply would not reasonably be expected to have a Company Material Adverse
Effect, and the Company shall have executed and delivered a certificate of a
senior officer to that effect. The receipt of such certificate and the
consummation of the Closing shall not constitute a waiver by the Investor of the
covenants of the Company that are contained in this Agreement or in any of the
Operative Documents.

          7.3.  Legal Investment. On the Closing Date, there shall not be in
          ----------------------
effect any Law directing that the purchase and sale of the Transferred Shares
and the other transactions contemplated by this Agreement or any of the other
Operative Documents not be consummated or which has the effect of rendering it
unlawful to consummate such transactions.

          7.4.  Proceedings and Litigation. No action shall have been commenced
          --------------------------------
by any Governmental Entity against any party hereto seeking to restrain or delay
the purchase and sale 

                                       9

<PAGE>
 
of the Transferred Shares or the other transactions contemplated by this
Agreement or any of the other Operative Documents.

          7.5.  Blue Sky Compliance. The Company shall have complied with, and
          -------------------------
the offer and sale of the Transferred Shares pursuant to this Agreement shall be
effective under all United States federal or state or Canadian provincial
securities or blue sky Laws applicable thereto.

          7.6.  Operative Documents. The Investor and an Affiliate of the
          -------------------------
Company shall have entered into the Asset Purchase Agreement, the Marketing
Alliance Agreement, the General Conveyance Agreement, the Transition Agreement,
the Investor Rights Agreement, the Trademark License Agreement and the Credit
Facility.

          7.7.  Bank Regulatory Approvals. The Investor 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 HSR
Act shall have expired or been terminated, without the imposition of any
conditions that either party, in its reasonable discretion, considers unduly
burdensome.

          7.8.  Competition Act and Investment Canada Act. (a) Each of the
          -----------------------------------------------
Investor and the Company 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 the Company 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 Commission
of Competition; (b) 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 (c) Investment Canada shall
have provided a receipt to the Company pursuant to the Investment Canada Act or
the Company 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.

          7.9.  Consummation of the Asset Purchase. All the conditions to
          ----------------------------------------
closing set forth in Sections 10.2 and 10.3 of the Asset Purchase Agreement
shall have been satisfied and the transactions contemplated in the Asset
Purchase Agreement shall have been consummated substantially on the terms set
forth therein.

          7.10. Calculation of the Initial Transferred Shares. The Company shall
          ---------------------------------------------------
have executed and delivered a certificate of a senior officer of the Company
setting forth the total number of shares of capital stock of the Company issued
and outstanding on the Closing Date after giving effect to the Closing and the
calculation used by the Company to determine the Initial Transferred Shares to
be issued pursuant to the terms of this Agreement, which certificate shall be
satisfactory to the Investor.

                                       10

<PAGE>
 
                                   SECTION 8
                                   ---------

              CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING
              --------------------------------------------------

          The obligation of the Company to consummate the Closing is subject to
the fulfillment at or before the Closing of each of the following conditions:

          8.1.  Representations and Warranties. The representations and
          ------------------------------------
warranties of the Investor contained in this Agreement 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 as of the Closing 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 Investor shall have executed
and delivered a certificate of a senior officer to such effect. The receipt of
such certificate and the consummation of the Closing shall not constitute a
waiver by the Company of any of the representations and warranties of the
Investor that are contained in this Agreement or in any of the other Operative
Documents.

          8.2.  Performance. The Investor shall have fulfilled or complied with
          -----------------
all covenants contained in this Agreement and in any other Operative Document,
respectively, 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 Company Material Adverse Effect, and the Investor shall have
executed and delivered a certificate of a senior officer of the Investor to that
effect. The receipt of such certificate and the consummation of the Closing
shall not constitute a waiver by the Company of the covenants of the Investor
that are contained in this Agreement or in any of the other Operative Documents.

          8.3.  Legal Investment. On the Closing Date, there shall not be in
          ----------------------
effect any Law directing that the purchase and sale of the Transferred Shares
and the other transactions contemplated by this Agreement or any of the other
Operative Documents not be consummated or which has the effect of rendering it
unlawful to consummate such transactions.

          8.4.  Proceedings and Litigation. No action shall have been commenced
          --------------------------------
by any Governmental Authority against any party hereto seeking to restrain or
delay the purchase and sale of the Transferred Shares or the other transactions
contemplated by this Agreement or any of the other Operative Documents.

          8.5.  Blue Sky Compliance. The offer and sale of the Transferred
          -------------------------
Shares pursuant to this Agreement shall be effective under all United States
federal or state or Canadian provincial securities or blue sky Laws applicable
thereto.

          8.6.  Operative Documents. The Investor and an Affiliate of the
          ------------------------- 
Company shall have entered into the Asset Purchase Agreement, the Marketing
Alliance Agreement, the Transition Agreement, the Investor Rights Agreement and
the Trademark License Agreement.

                                       11

<PAGE>
 
          8.7.  Bank Regulatory Approvals. The Investor 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 HSR
Act shall have expired or been terminated, without the imposition of any
conditions that either party, in its reasonable discretion, considers unduly
burdensome.

          8.8.  Competition Act and Investment Canada Act. (a) Each of the
          -----------------------------------------------
Investor and the Company 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 the Company 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 Commission
of Competition; (b) 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 (c) Investment Canada shall
have provided a receipt to the Company pursuant to the Investment Canada Act or
the Company 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.

          8.9.  Consummation of the Asset Purchase. All the conditions to
          ----------------------------------------
closing set forth in Sections 10.1 and 10.3 of the Asset Purchase Agreement
shall have been satisfied and the transactions contemplated in the Asset
Purchase Agreement shall have been consummated substantially on the terms set
forth therein.

                                   SECTION 9
                                   ---------

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

          9.1.  Limitation of Claims. Notwithstanding anything to the contrary
          --------------------------
herein, (a) neither the Company nor the Investor shall be entitled to recover
from the other party 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; (b) in no event shall such recovery exceed
Cdn.$150,000,000 in the aggregate; and (c) in no event shall the Investor or the
Company recover more than once with respect to any inaccuracy or breach of the
same or similar representations or warranties in this Agreement and the Asset
Purchase Agreement with regard to the same event, circumstance or occurrence.

          9.2.  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, accounting fees and other expenses.

                                       12

<PAGE>
 
          9.3.  Notices. All notices, demands and other communications hereunder
          -------------
shall be sent as set forth 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 Investor to:

                c/o CIBC World Markets Inc.
                BCE Place, 8th Floor
                161 Bay Street
                Toronto ON M5J 2S8
                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

                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 Company, 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

                                       13

<PAGE>
 
                Attention:  Paul R. Garcia, Chief Executive Officer
                Facsimile No.: (404) 728-3412

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 9.2.  Any notice, demand or other communication given pursuant to the
provisions of this Section 9.2 shall be deemed to have been given on the date
actually delivered.

          9.4.  Third Party Beneficiaries. Except as provided in Section 9.6,
          ------------------------------- 
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 Company,
the Investor or NDC.

          9.5.  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 Company and the Investor. Rather, the
parties shall be deemed independent contractors for all purposes.

          9.6.  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 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).

          9.7.  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 or thereto. No 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.

          9.8.  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.

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

                                       14

<PAGE>
 
          9.10. Governing Law. This Agreement shall be governed by and construed
          -------------------
in accordance with the Laws of the State of New York applicable to contracts
made and to be performed therein. The Company and the Investor hereby agree to
submit to the jurisdiction of the courts of the State of New York, the courts of
the United States of America for the Southern District of New York, and
appellate courts from any thereof in any action or proceeding arising out of or
relating to this Agreement. The parties hereto irrevocably and unconditionally
waive trial by jury in any legal action or proceeding in relation to this
Agreement and for any counterclaim therein.

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

          9.12. Entire Agreement. The making, execution and delivery of this
          ---------------------- 
Agreement by the parties hereto have been induced by no representations,
statements, warranties or agreements other than those herein expressly set
forth. This Agreement and the other written instruments specifically referred to
herein embody the entire understanding of the parties and there are no further
or other representations, warranties, agreements or understandings, written or
oral, in effect between the parties relating to the subject matter hereof. The
Schedules attached to this Agreement shall, for all purposes of this Agreement,
form an integral part of it.

          9.13. Joint Announcement; Confidentiality. Except as required by Law
          ----------------------------------------- 
or by any stock exchange, the Company and the Investor 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 Company and the Investor 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 confidential 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.

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

          9.15. Currency. All references in this Agreement or any other
          --------------
Operative Document to dollars, unless otherwise specifically indicated, are
expressed in United States dollars.

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

          9.17. Headings. The section headings of this Agreement are for
          --------------
convenience and shall not by themselves determine the interpretation of this
Agreement.

                                       15

<PAGE>
 
          9.18. Survival of Warranties. The representations and warranties of
          ----------------------------
the parties contained in or made pursuant to this Agreement shall survive for a
period of one year from the date of the Closing.

          9.19. Additional Agreements of the Parties. 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
Transferred Shares in accordance with the terms of this Agreement, (ii) use its
Commercially Reasonable Efforts to obtain, or to cause to be obtained, all
Authorizations necessary or advisable to be obtained by it in order to
consummate such transfer, and (iii) use its Commercially Reasonable Efforts to
take, or to cause to be taken, all other actions which are necessary or
advisable in order for it to fulfill its obligations under this Agreement. 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 Company or the
Investor, 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.

          9.20. Termination. This Agreement shall be terminated and the
          -----------------
transactions contemplated hereby abandoned at any time prior to the Closing upon
the earlier to occur of:

          (a)  the mutual consent of the Company and the Investor; or

          (b)  termination of the Asset Purchase Agreement in accordance with
the provisions of Article XI thereof.

                                       16

<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date above set forth.

                         GLOBAL PAYMENTS INC.


                         By:  /s/
                             ---------------------------------------- 
                             Name:
                             Title:


                         CANADIAN IMPERIAL BANK OF COMMERCE


                         By:  /s/
                             ---------------------------------------- 
                             Name:  Richard E. Venn
                             Title:  Senior Executive Vice President


                         By:  /s/
                             ---------------------------------------- 
                             Name:  David Marshall
                             Title:  Vice Chairman


                         With respect to Sections 4.6(c) and 5.1 only:

                         NATIONAL DATA CORPORATION


                         By:  /s/
                             ---------------------------------------- 
                             Name:
                             Title:

                                       17

<PAGE>
 
                               Table of Contents

                                                                            Page

                             SECTION 1 DEFINITIONS

1.1.  Definitions..........................................................   1

                     SECTION 2 PURCHASE AND SALE OF STOCK

2.1.  Purchase and Sale of Common Stock....................................   3

                               SECTION 3 CLOSING

3.1.  Closing..............................................................   3

            SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

4.1.  Organization.........................................................   4
4.2.  Authority............................................................   4
4.3.  Legal Proceedings....................................................   4
4.4.  No Violations........................................................   4
4.5.  Compliance with Laws.................................................   5
4.6.  Capitalization and Related Matters...................................   5
4.7.  SEC Filings; Financial Statements; Absence of Certain Changes........   6
4.8.  Authorizations.......................................................   6
4.9.  Material Adverse Changes.............................................   7
4.10. No Brokers' or Other Fees............................................   7
4.11. Offering Valid.......................................................   7

                    SECTION 5 CERTAIN ADDITIONAL AGREEMENTS

5.1.  Guarantee............................................................   7
5.2.  Calculation of the Remaining Transferred Shares......................   7

           SECTION 6 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

6.1.  Investment Representations...........................................   8
6.2.  Organization.........................................................   8
6.3.  Authority............................................................   8
6.4.  No Violations........................................................   8
6.5.  Authorizations.......................................................   9
6.6.  No Brokers' or Other Fees............................................   9

         SECTION 7 CONDITIONS OF THE INVESTOR'S OBLIGATIONS AT CLOSING

7.1.  Representations and Warranties.......................................   9
7.2.  Performance..........................................................   9
7.3.  Legal Investment.....................................................   9
7.4.  Proceedings and Litigation...........................................  10
7.5.  Blue Sky Compliance..................................................  10
7.6.  Operative Documents..................................................  10
7.7.  Bank Regulatory Approvals............................................  10
7.8.  Competition Act and Investment Canada Act............................  10
7.9.  Consummation of the Asset Purchase...................................  10
7.10. Calculation of the Initial Transferred Shares........................  10

         SECTION 8 CONDITIONS OF THE COMPANY'S OBLIGATIONS AT CLOSING

8.1.  Representations and Warranties.......................................  11
8.2.  Performance..........................................................  11
8.3.  Legal Investment.....................................................  11

<PAGE>
 
8.4.  Proceedings and Litigation...........................................  11
8.5.  Blue Sky Compliance..................................................  11
8.6.  Operative Documents..................................................  12
8.7.  Bank Regulatory Approvals............................................  12
8.8.  Competition Act and Investment Canada Act............................  12
8.9.  Consummation of the Asset Purchase...................................  12

                            SECTION 9 MISCELLANEOUS

9.1.  Limitation of Claims.................................................  12
9.2.  Expenses.............................................................  12
9.3.  Notices..............................................................  13
9.4.  Third Party Beneficiaries............................................  14
9.5.  Independent Contractors..............................................  14
9.6.  Successors and Assigns...............................................  14
9.7.  Amendments and Waivers...............................................  14
9.8.  Severability of Provisions...........................................  14
9.9.  Counterparts.........................................................  15
9.10. Governing Law........................................................  15
9.11. Captions.............................................................  15
9.12. Entire Agreement.....................................................  15
9.13. Joint Announcement; Confidentiality..................................  15
9.14. Gender and Number....................................................  15
9.15. Currency.............................................................  15
9.16. Time of the Essence..................................................  15
9.17. Headings.............................................................  16
9.18. Survival of Warranties...............................................  16
9.19. Additional Agreements of the Parties.................................  16
9.20. Termination..........................................................  16

                                       2



<PAGE>
 
                                                                    EXHIBIT 21.1


     After the distribution, Global Payments expects to have the following
subsidiaries, each of which will be wholly owned by the Registrant, except as
noted below:

Name                                          Jurisdiction of Incorporation
----                                          -----------------------------
   
National Data Payment Systems, Inc.           New York
NDC Check Services, Inc.                      Illinois
NDPS Comerica Alliance, LLC                   Delaware
Global Payment Systems LLC (Note 1)           Georgia
Global Payment Holding Company                Delaware
GPS Holding Limited Partnership (Note 2)      Delaware
Global Payment Systems of Canada, Ltd         Canada
Merchant Services U.S.A., Inc.                North Carolina
NDC Holdings (UK) Ltd.                        Georgia
CheckRite Recovery Service, Inc.              New Jersey
CheckRite of Phoenix (Note 3)                 Colorado
NDPS Holdings, Inc.                           Delaware
NDC Gaming Services, Inc.                     Illinois

    
Note 1.  Global Payment Systems LLC is .3% owned by Global Payments, .01% owned
by NDC Holdings (UK) Ltd. and 92.19% owned by GPS Holding LP.

Note 2.  GPS Holding Limited Partnership is .85% owned by Global Payments,
84.61% owned by Global Payment Holding Company and 14.54% owned by NDPS
Holdings, Inc.

Note 3.  CheckRite of Phoenix is 51% owned by Global Payments.





<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 owned by 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 9.     
 
   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...............................    5
 Summary Pro Forma Combined Financial Data (unaudited)....................    7
Risk Factors..............................................................    9
 Risks Relating to The Distribution.......................................    9
 Risks Relating to Global Payments........................................   11
Forward Looking Statements................................................   16
The Distribution..........................................................   17
 Reasons for the Distribution.............................................   17
 Manner of Effecting the Distribution.....................................   18
 Results of the Distribution..............................................   19
 Listing and Trading of the Global Payments Shares........................   19
 Certain Federal Income Tax Consequences..................................   20
Reasons for Furnishing This Document......................................   21
Relationship Between NDC and Global Payments Following the Distribution...   21
 Distribution Agreement...................................................   22
 Tax Sharing and Indemnification Agreement................................   23
 Employee Benefits Agreement..............................................   24
 Real Estate Agreements...................................................   27
 Intercompany Systems/Network Services Agreement..........................   27
 Transaction Processing Agreement.........................................   29
 Transition Support Agreement.............................................   29
Capitalization............................................................   30
Dividend Policy...........................................................   31
Selected Financial Data...................................................   32
Management's Discussion and Analysis of Financial Condition and Results of
 Operations...............................................................   33
 General..................................................................   33
 Components of Income Statement...........................................   33
 Impact of Impending Acquisition..........................................   33
 Results of Operations....................................................   34
 Liquidity and Capital Resources..........................................   37
 Credit Facility..........................................................   38
 Market Risk/Interest Rate Risk...........................................   38
 Seasonality, Inflation and Economic Downturns............................   38
Global Payments' Business.................................................   39
 General..................................................................   39
 Industry Overview/Target Markets.........................................   40
 Strategy.................................................................   40
 Products and Services....................................................   41
 Sales and Marketing......................................................   42
 International Operations.................................................   43
 Employees................................................................   43
 Competition..............................................................   43
 Properties...............................................................   43
 Legal Proceedings........................................................   44
 Banking Regulations......................................................   44
 Corporate Structure......................................................   44
Management................................................................   46
 Directors................................................................   46
 Committees of the Board of Directors.....................................   47
 Directors' Compensation..................................................   47
 Executive Officers.......................................................   50
 Historical Compensation of Our Executive Officers........................   51
 Option Grants In Last Fiscal Year........................................   52
 Aggregated Option/Stock Appreciation Right Exercises In Last Fiscal Year
  And Fiscal Year-End Option/Stock Appreciation Rights Values.............   52
 Defined Benefit Retirement Plans.........................................   53
 Long-Term Incentive Plan.................................................   53
</TABLE>
    

<TABLE>   
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
 Global Payments Employee Stock Purchase Plan............................   56
 Employment, Severance and Change of Control Agreements..................   58
Security Ownership of Certain Beneficial Owners..........................   61
Beneficial Ownership of Management.......................................   62
Description of Global Payments' Capital Stock............................   63
 Authorized Capital Stock................................................   63
 Common Stock............................................................   63
 Preferred Stock.........................................................   63
 No Preemptive Rights....................................................   64
 Transfer Agent And Registrar............................................   64
Summary of the Purchase of CIBC Merchant Acquiring Business..............   65
 General.................................................................   65
 Purchase Agreement......................................................   65
 Marketing Alliance Agreement............................................   66
 CIBC Credit Agreement...................................................   66
 Investor Rights Agreement...............................................   66
Anti-takeover Effects of Our Articles of Incorporation, By-laws, Rights
 Agreement and Georgia Law...............................................   68
 General.................................................................   68
 Classified Board of Directors...........................................   68
 Number of Directors; Removal; Filling Vacancies.........................   68
 Shareholder Action......................................................   69
 Advance Notice to Board of Directors Prior to Business Combination......   69
 Advance Notice for Shareholder Proposals or Nominations at Meetings.....   69
 Amendments to By-laws...................................................   69
 Preferred Stock.........................................................   69
 Rights Agreement........................................................   69
 Anti-Takeover Legislation--Georgia Law..................................   72
Liability and Indemnification of Directors and Officers..................   73
Experts..................................................................   73
Where You Can Obtain Additional Information..............................   73
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-17
 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 & 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 o