<PAGE>
 
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                   _________________________________________

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                  ___________________________________________

Date of report (Date of earliest event reported):     January 31, 2001


                              GLOBAL PAYMENTS INC.
--------------------------------------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)

          Georgia                       001-16111                58-2567903
------------------------------ ------------------------- -----------------------
 (State or Other Jurisdiction   (Commission File Number)    (I.R.S. Employer
      of Incorporation)                                    Identification No.)

                             Four Corporate Square
                         Atlanta, Georgia  30329-2010
         (Address of Principal Executive Offices, including Zip Code)


     Registrant's telephone number, including area code:    (404) 728-2363


                                      N/A
--------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

================================================================================
                            

<PAGE>
 

ITEM 5.  OTHER EVENTS.

     On January 31, 2001 (the "Distribution Date"), National Data Corporation, a
Delaware corporation ("NDC") and the sole stockholder of Global Payments Inc., a
Georgia corporation (the "Registrant"), distributed 26,430,192 shares of common
stock, no par value ("Common Stock") of the Registrant to the stockholders of
record of NDC's common stock as of January 19, 2001 (the "Distribution"), which
shares constituted 100% of the Registrant's issued and outstanding shares of
Common Stock as of such date.  The Distribution was made pursuant to the terms
of a Distribution Agreement, Plan of Distribution and Reorganization dated as of
January 31, 2001, by and between NDC and the Registrant (the "Distribution
Agreement"). As a result of the Distribution, the Registrant is no longer wholly
owned by NDC and is now an independent public company.

     The Distribution is more fully described in the Registrant's Registration
Statement on Form 10 the final amendment of which was filed on December 28,
2000, (File No. 1-16111), under the Securities Exchange Act of 1934, as amended.

     The foregoing description is qualified in its entirety by reference to the
complete text of the Distribution Agreement, a copy of which is filed as Exhibit
2.1 to this Current Report on Form 8-K and is incorporated by reference herein
in its entirety.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     No financial statements are required to be filed as part of this Report.
The following exhibits are filed as part of this Report:

   EXHIBIT NO.      DESCRIPTION
-----------------   ------------------------------------------------------------
        2.1         Distribution Agreement, Plan of Distribution and
                    Reorganization dated January 31, 2001 by and between
                    National Data Corporation and Global Payments Inc.
          
        3.1         Amended and Restated Articles of Incorporation of Global
                    Payments Inc.
          
        3.2         Amended and Restated Bylaws of Global Payments Inc.
          
       10.1         Tax Sharing and Indemnification Agreement by National Data
                    Corporation and Global Payments Inc. dated as of January 31,
                    2001

<PAGE>
 
       10.2         Employee Benefits Agreement between National Data
                    Corporation and Global Payments Inc. dated as of January 31,
                    2001
          
       10.3         Transition Support Agreement between National Data
                    Corporation and Global Payments Inc. dated as of January 31,
                    2001
          
       10.4         Intercompany Systems/Network Services Agreement between
                    National Data Corporation and Global Payments Inc. dated as
                    of January 31, 2001
          
       10.5         Services Agreement (Batch Processing) between Global
                    Payments Inc. and National Data Corporation dated as of
                    January 31, 2001
          
       10.6         Headquarters Lease Agreement by and between National Data
                    Corporation and Global Payments Inc. dated January 31, 2001
          
       10.7         Sublease Agreement dated as of January 31, 2001 between
                    Global Payment Systems, LLC and National Data Corporation
          
       10.8         Sublease Agreement dated January 31, 2001 between National
                    Data Corporation and National Data Payment Systems, Inc.
                    


                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                    GLOBAL PAYMENTS INC.


                    By:  /s/ Suellyn P. Tornay 
                         --------------------------------------------
                    Name:  Suellyn P. Tornay
                          -------------------------------------------
                    Title:  Secretary and General Counsel
                           ------------------------------------------
 

Dated: January 31, 2001

                                      -3-





<PAGE>
 
                                                                     EXHIBIT 2.1
 
                            DISTRIBUTION AGREEMENT
                    PLAN OF REORGANIZATION AND DISTRIBUTION


     This DISTRIBUTION AGREEMENT ("Agreement") is entered into as of January 31,
2001 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) 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:

                                   ARTICLE I

                                  DEFINITIONS

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

<PAGE>
 
          "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 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.

                                      -2-

<PAGE>
 
          "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.

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

                                      -3-

<PAGE>
 
          "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, (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, and (f) the liability of NDC to Global Payment Systems
LLC for money advanced to NDC by Global Payment Systems LLC, the balance of
which as of December 31, 2000 was approximately $63,100,000.

          "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.

                                      -4-

<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
directly or indirectly wholly-owned subsidiaries, other than the Global Payments
Group to the Global Payments Group as of the Effective Time, and the Liabilities
owed by Global Payments and the directly and indirectly wholly-owned
subsidiaries in 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, except for the Liability of NDC to Global Payment
Systems LLC for money advanced to NDC by Global Payment Systems LLC.

                                      -5-

<PAGE>
 
          "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.

          "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 marks listed on
Exhibit A hereto and the goodwill associated therewith, 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

                                      -6-

<PAGE>
 
Payments Common Stock already owned by NDC shall equal the product of (i) eight-
tenths (0.8) and (ii) the number of shares of NDC Common Stock outstanding as of
the close of business on the Record 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 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, and shall
cause the members of the Global Payments Group that are directly or indirectly
wholly-owned by Global Payments, to forgive and release or distribute indirectly
as a dividend to NDC the Intercompany Indebtedness owed to Global Payments and
any member of the Global Payments Group that is directly or indirectly wholly-
owned by Global Payments,  by NDC and its directly or indirectly wholly-owned
subsidiaries other than the Global Payments Group.

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

          (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.

                                      -7-

<PAGE>
 
          (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 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;

                                      -8-

<PAGE>
 
          (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 Batch Processing Agreement; and

          (g)  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.

                                      -9-

<PAGE>
 
                                  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;

          (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;

                                      -10-

<PAGE>
 
          (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;

          (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) 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 

                                      -11-

<PAGE>
 
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 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 

                                      -12-

<PAGE>
 
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 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 

                                      -13-

<PAGE>
 
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.

                                   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 

                                      -14-

<PAGE>
 
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 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, 

                                      -15-

<PAGE>
 
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.

                                  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, (c) all right, title and interest of NDC
and its subsidiaries other than the Global Payments Group in and to the marks
listed on Exhibit A hereto and the goodwill associated therewith, and (d) 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 

                                      -16-

<PAGE>
 
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 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 

                                      -17-

<PAGE>
 
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 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")
 

                                      -18-

<PAGE>
 
          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.
 
          (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 

                                      -19-

<PAGE>
 
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;

               (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;

                                      -20-

<PAGE>
 
          (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 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 

                                      -21-

<PAGE>
 
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 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.

                                      -22-

<PAGE>
 
     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 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 

                                      -23-

<PAGE>
 
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 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, 

                                      -24-

<PAGE>
 
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 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 

                                      -25-

<PAGE>
 
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 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

                                      -26-

<PAGE>
 
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 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 

                                      -27-

<PAGE>
 
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 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 

                                      -28-

<PAGE>
 
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.

     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.

                                      -29-

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


                                        NATIONAL DATA CORPORATION


                                        By:    /s/ Randolph L. M. Hutto
                                               ---------------------------
                                        Name:  Randolph L. M. Hutto
                                               ---------------------------
                                        Title: Chief Financial Officer
                                               ---------------------------
             
             
             
                                        GLOBAL PAYMENTS INC.
             
             
                                        By:    /s/ Paul R. Garcia
                                               ---------------------------
                                        Name:  Paul R. Garcia
                                               ---------------------------
                                        Title: Chief Executive Officer
                                               ---------------------------

                                      -30-

<PAGE>
 
                                   EXHIBIT A
                                     MARKS

@dvantage

@advantage (Canada)

@dvantage (United Kingdom)

Internet Access @dvantage

Retail PC @dvantage

NDC eCommerce

Insight Payment Intelligence

Global Payment Systems

VIP Preferred

PC Hub

CheckRite (and design)

NETS + (and design)

CMXpress (stylized)

NETS (and design)

National Electronic Transaction Services NETS (and design)



<PAGE>
 
                                                                     EXHIBIT 3.1

 
                             AMENDED AND RESTATED

                           ARTICLES OF INCORPORATION
                                      OF
                             GLOBAL PAYMENTS INC.

                                  ARTICLE ONE
                                        
                                     NAME

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


                                  ARTICLE TWO
                                        
                                 CAPITALIZATION

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

     2.2  Designation of Preferences and Other Rights of Series A Junior
Participating Preferred Stock.  The designation of the preferences and other

rights of the Series A Junior Participating Preferred Stock, without par value,
of the Corporation, for which sufficient authorized shares are available
pursuant to paragraph 2.1 of Article Two, is attached as Appendix A to these
Amended and Restated Articles of Incorporation of Global Payments Inc.

                                 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:

<PAGE>
 
                               Suellyn P. Tornay


                                 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 Classified Board of Directors.  The number of directors of the
Corporation shall be as fixed from time to time by or pursuant to the
Corporation's Bylaws.  The directors shall be divided into three classes, Class
I, Class II and Class III.  At the annual shareholders meeting in 2001, the
terms of the initial Class I directors shall expire and a new Class I shall be
elected for a term expiring at the third annual meeting of shareholders
following their election and upon the election and qualification of their
respective successors; at the annual shareholders meeting in 2002, the terms of
the initial Class II directors shall expire and a new Class II shall be elected
for a term expiring at the third annual meeting of shareholders following their
election and upon the election and qualification of their respective successors;
and at the annual shareholders meeting in 2003, the terms of the initial Class
III directors shall expire and a new Class III shall be elected for a term
expiring at the third annual meeting of shareholders following their election
and upon the election and qualification of their respective successors.  At each
succeeding annual meeting of shareholders, successors to the class of directors
whose term expires at the annual meeting of shareholders shall be elected for a
term expiring at the third annual meeting of shareholders following their
election and upon the election and qualification of their respective successor.
Except as provided in Section 6.3, a director shall be elected by the
affirmative vote of the 

                                      -2-

<PAGE>
 
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.

     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
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.

                                      -3-

<PAGE>
 
                                 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
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.

                                      -4-

<PAGE>
 
     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.

                                     * * *

                                      -5-

<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 January 30,
2001 and by the sole shareholder of the Corporation on January 30, 2001.

     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
30/th/ day of January, 2001.



                             GLOBAL PAYMENTS INC.




                             By: /s/ Paul R. Garcia
                                 ------------------------------             

 

                                      -6-

<PAGE>
 
                                  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 200,000
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 

                                      -7-

<PAGE>
 
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.

          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

                                      -8-

<PAGE>
 
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.


          (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.

                                      -9-



<PAGE>
 

                                                                     EXHIBIT 3.2
 
                            _______________________


                             AMENDED AND RESTATED

                                    BYLAWS

                                      OF

                             GLOBAL PAYMENTS INC.





                                                  As Adopted on January 30, 2001

<PAGE>
 
                               TABLE OF CONTENTS


<TABLE> 
<S>                                                                                            <C> 
         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..........................................................  8
         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...................................................  9
         Section 4.03      Place of Meetings..................................................  9
         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........................................... 10
         Section 4.08      Participation by Conference Telephone.............................. 10
         Section 4.09      Adjournments....................................................... 10
         Section 4.10      Action by Directors Without a Meeting.............................. 11

Article V. MANNER OF NOTICE TO AND WAIVER OF NOTICE........................................... 11
</TABLE>
    

<PAGE>
 

<TABLE> 
<S>                                                                                            <C> 
         Section 5.01      Manner of Notice................................................... 11
         Section 5.02      Waiver of Notice................................................... 12
                                                                                               
Article VI. OFFICERS.......................................................................... 13
         Section 6.01      Duties............................................................. 13
         Section 6.02      Appointment and Term............................................... 13
         Section 6.03      Compensation....................................................... 13
         Section 6.04      Chairman of the Board.............................................. 13
         Section 6.06      President.......................................................... 14
         Section 6.09      Secretary.......................................................... 14
         Section 6.10      Bonds.............................................................. 15
                                                                                               
Article VII. SHARES........................................................................... 15
         Section 7.01      Authorization and Issuance of Shares............................... 15
         Section 7.02      Share Certificates................................................. 15
         Section 7.03      Registered Owner................................................... 15
         Section 7.04      Transfers of Shares................................................ 16
         Section 7.05      Duty of Corporation to Register Transfer........................... 16
         Section 7.06      Lost, Stolen, or Destroyed Certificates............................ 16
         Section 7.07      Record Date with Regard to Shareholder Action...................... 17
                                                                                               
Article VIII. DISTRIBUTIONS................................................................... 17
         Section 8.01      Authorization or Declaration....................................... 17
         Section 8.02      Record Date With Regard to Distributions........................... 17
                                                                                               
Article IX. INDEMNIFICATION................................................................... 17
         Section 9.01      Definitions........................................................ 17
         Section 9.02      Basic Indemnification Arrangement.................................. 18
         Section 9.03      Advances for Expenses.............................................. 19
         Section 9.04      Court-Ordered Indemnification and Advances for Expenses............ 20
         Section 9.05      Determination of Reasonableness of Expenses........................ 20
         Section 9.06      Indemnification of Employees and Agents............................ 21
         Section 9.07      Liability Insurance................................................ 21
         Section 9.08      Witness Fees....................................................... 21
         Section 9.09      Report to Shareholders............................................. 22
         Section 9.10      Security for Indemnification Obligations........................... 22
         Section 9.11      No Duplication of Payments......................................... 22
         Section 9.12      Subrogation........................................................ 22
         Section 9.13      Contract Rights.................................................... 22
         Section 9.14      Specific Performance............................................... 22
         Section 9.15      Non-exclusivity, Etc............................................... 23
         Section 9.16      Amendments......................................................... 23
         Section 9.17      Severability....................................................... 23
                                                                                               
Article X. MISCELLANEOUS...................................................................... 23
         Section 10.01     Inspection of Records.............................................. 23
         Section 10.02     Fiscal Year........................................................ 24
         Section 10.03     Corporate Seal..................................................... 24
</TABLE>
 

                                     -ii-

<PAGE>
 

<TABLE> 
<S>                                                                                            <C> 
         Section 10.04     Financial Statements............................................... 24
         Section 10.05     Conflict with Articles of Incorporation............................ 24

Article XI. AMENDMENTS........................................................................ 24
         Section 11.01     Power to Amend Bylaws.............................................. 24

Article XII. CERTAIN PROVISIONS OF GEORGIA LAW................................................ 25
         Section 12.01     Business Combinations.............................................. 25
</TABLE>
 

                                     -iii-
 

<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  

<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

                                      -4-

<PAGE>
 
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.

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. The directors shall be divided into three classes, Class I, Class II
and Class III, each consisting, as nearly equal in number as possible, of one
third of the total number of directors constituting the entire Board of
Directors. At the annual shareholders meeting in 2001, the terms of the initial
Class I directors shall expire and a new Class I shall be elected for a term
expiring at the third annual meeting of shareholders following their election
and upon the election and qualification of their respective successors; at the
annual shareholders meeting in 2002, the terms of the initial Class II directors
shall expire and a new Class II shall be elected for a term expiring at the
third annual meeting of shareholders following their election and upon the
election and qualification of their respective successor; and at the annual
shareholders meeting in 2003, the terms of the initial Class III directors shall
expire and a new Class III shall be elected for a term expiring at the third
annual meeting of shareholders following their election and upon the election
and qualification of their respective successor. At each succeeding annual
meeting of shareholders, successors to the class of directors whose term expires
at the annual meeting of shareholders shall be elected for a three year term.
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 

                                      -7-

<PAGE>
 
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, 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

                                      -8-

<PAGE>
 
     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.

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.

                                      -9-

<PAGE>
 
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

     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.

                                      -10-

<PAGE>
 
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 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;

                                      -11-

<PAGE>
 
               (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

               (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 

                                      -12-

<PAGE>
 
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.

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 

                                      -13-

<PAGE>
 
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 Executive
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 Chairman of the Board in the absence or disability of the Chairman
of the Board and the Chief Executive Officer or whenever the offices of the
Chairman 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 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 

                                      -14-

<PAGE>
 
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.

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 

                                      -15-

<PAGE>
 
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;

          (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.

                                      -16-

<PAGE>
 
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, 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 

                                      -17-

<PAGE>
 
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.

          (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

                                      -18-

<PAGE>
 
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:

               (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.

                                      -19-

<PAGE>
 
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.

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

                                      -20-

<PAGE>
 
               (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.

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.

                                      -21-

<PAGE>
 
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.

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 

                                      -22-

<PAGE>
 
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

     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 

                                      -23-

<PAGE>
 
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

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.

                                      -24-

<PAGE>
 
                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.

                                      -25-



<PAGE>
 
                                                                    Exhibit 10.1
 
                   TAX SHARING AND INDEMNIFICATION AGREEMENT

                                       BY

                           NATIONAL DATA CORPORATION

                                      AND

                              GLOBAL PAYMENTS INC.


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
 
                                                                     PAGE   
<S>        <C>   <C>                                                  <C>   
ARTICLE    I     Definition of Terms                                   2    

ARTICLE    II    Allocation of Income Tax Liabilities                  6    

ARTICLE    III   Preparation and Filing of Tax Returns                 8    

ARTICLE    IV    Refunds, Carrybacks, and Tax Benefits                10    

ARTICLE    V     Tax Payments and Intercompany Billings               13    

ARTICLE    VI    Assistance and Cooperation                           16    

ARTICLE    VII   Tax Records                                          17    

ARTICLE    VIII  Tax Contests                                         17    

ARTICLE    IX    No Inconsistent Actions                              18    

ARTICLE    X     Survival of Obligations                              19    

ARTICLE    XI    Employee Matters                                     19    

ARTICLE    XII   Treatment of Payments; Tax Gross Up                  19    

ARTICLE    XIII  Disagreements                                        20    

ARTICLE    XIV   Late Payments                                        20    

ARTICLE    XV    Expenses                                             20    

ARTICLE    XVI   General Provisions                                   21     
</TABLE>


                                      -i-

<PAGE>
 
                   TAX SHARING AND INDEMNIFICATION AGREEMENT

     This Agreement is entered into as of January 31, 2001 by National Data
Corporation, a Delaware corporation ("NDC"), and Global Payments Inc., a Georgia
corporation ("Newco").  Capitalized terms used in this Agreement are defined
herein.  Unless otherwise indicated, all "Section" references in this Agreement
are to sections of this Agreement.

                                   RECITALS

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

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

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

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

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

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

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

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

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

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

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

                                      -1-

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

                                   ARTICLE I
                              Definition of Terms

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

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

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

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

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

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

     "AGREEMENT" means this Tax Sharing and Indemnification Agreement.

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

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

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

     "COMPANY" means NDC or Newco.

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

                                      -2-

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

     "DCL " means a dual consolidated loss as defined in Section 1503(d) of the
Code and the DCL Regulations.

     "DCL Regulations" means Treasury Regulation Section 1.1503-2A, Treasury
Regulation Section 1.1503-2, or any successor regulation as in effect from time
to time.

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

     "DISTRIBUTION AGREEMENT" means the Distribution Agreement by and between
NDC and Newco, dated January 31, 2001.

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

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

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

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

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

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

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

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

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

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

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

                                      -3-

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -4-

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

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

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

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

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

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

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

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

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

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

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

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

                                      -5-

<PAGE>
 
     "TAX RETURN" means any report of Taxes due, any claims for refund of Taxes
paid, any information return with respect to Taxes, or any other similar report,
statement, declaration, or document required to be filed under the Code or other
Tax Law, including any attachments, exhibits, or other materials submitted with
any of the foregoing, and including any amendments or supplements to any of the
foregoing.

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

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

     "TRIGGERING EVENT" means any one or more events specified in Treasury
Regulation Section 1.1503-2(g)(2)(iii)(A) or Treasury Regulation 1.1503-
2A(d)(4), the occurrence of which would require the recapture of DCLs, plus
applicable interest, into income as provided in the DCL Regulations.

                                   SECTION II
                      Allocation of Income Tax Liabilities

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

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

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

     Section 2.2.   [Reserved]

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

                                      -6-

<PAGE>
 
Newco Group and NDC shall be liable to and pay the applicable Taxing Authority
any Other Tax that is imposed on any member of the NDC Group.

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

             (a)    General. Except as otherwise provided in this Section 2.4,
NDC shall be responsible for and pay any and all liability for Taxes resulting
from the Transactions. This shall include but shall not be limited to (i) any
sales and use, gross receipts, or other transfer Taxes imposed on the transfers
occurring pursuant to the Transactions together with any Tax resulting from any
income or gain recognized under Treasury Regulation Sections 1.1502-13 or 
1.1502-19 (or any corresponding provisions of other applicable Tax Laws) as a
result of the Transactions, and (ii) except as otherwise provided in Section
2.4(b), any Tax resulting from any income or gain recognized as a result of any
of the Transactions failing to qualify for tax-free treatment under Sections
351, 355, 361, 368, or other provisions of the Code (as contemplated in the IRS
Private Letter Ruling) or corresponding provisions of other applicable Tax Laws.

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

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

             (a)    [Reserved]

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

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

                                      -7-

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

                                  ARTICLE III
                     Preparation and Filing of Tax Returns

     Section 3.1.   General.  Except as otherwise provided in this Article III,
                    -------                                                    
Income Tax Returns shall be prepared and filed when due (including extensions)
by the person obligated to file such Tax Returns under the Code or applicable
Tax Law.  The Companies shall provide, and shall cause their Affiliates to
provide, assistance and cooperation with one another in accordance with Article
VI with respect to the preparation and filing of Tax Returns, including
providing information required to be provided in Article VI.

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

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

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

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

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

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

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

                                      -8-

<PAGE>
 
     Section 3.4.   Tax Accounting Practices.
                    ------------------------ 

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

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

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

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

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

                                      -9-

<PAGE>
 
applicable extensions) and such signing Company shall deliver an executed copy
of such Tax Return to the filing Company at least two days prior to the due date
of such Tax Return (including applicable extensions).

                                  ARTICLE IV
                     Refunds, Carrybacks, and Tax Benefits

     Section 4.1.   [Reserved]

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

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

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

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

             (d)    Payment of Refunds and other Tax Benefits. Except as set
forth in Section 4.2(e), any refunds or other Tax Benefits received by either
Company (or any of its Affiliates) as a result of any Adjustment Request that
are for the account of the other Company (or member of such other Company's
Group) shall be paid by the Company receiving (or whose Affiliate received) such
refund or Tax Benefit to such other Company in accordance with Article V.
Notwithstanding any other provision

                                      -10-

<PAGE>
 
set forth in this Section 4.2, NDC is entitled to receive the full amount of any
refund resulting from the claims for refund previously filed with the IRS for
the May 1987 through May 1990 Tax Periods to obtain an investment tax credit
under Section 204(a)(7) of the Tax Reform Act of 1986 (Pub. L. No. 99-514, 100
Stat. 2085) and now docketed in the United States Court of Federal Claims, Nos.
97-23T and 97-580T ("ITC Refund"). In the event that the ITC Refund results in a
recapture of depreciation deductions previously claimed on a NDC Federal
Consolidated Return prior to the Distribution Date, the effect of such
reductions shall be borne by NDC notwithstanding any other provision contained
in this Agreement.

             (e)    Ordering of and Payment for Carrybacks.

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

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

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

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

                                      -11-

<PAGE>
 
a Tax Benefit resulting from the use of such Tax attributes in another Tax
Period, such Tax Benefit shall be deemed to be for the account of the Carryback
Group for such purposes of this Agreement.

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

     Section 4.5    DCLs.
                    ---- 

             (a)    Prior Use of DCLs. Each of the Companies acknowledge that
NDC used the existing DCLs of NDC Holdings (UK) Ltd. and Global Payment Systems
LLC (both of which are members of the Newco Group) during the taxable years
ended May 31, 1989, through May 31, 1996, and May 31, 1998, through May 31,
2000, in accordance with the DCL Regulations.

             (b)    Triggering Events.  Each of the Companies acknowledge that a
Triggering Event requires the recapture of DCLs but for compliance with Treasury
Regulation Section 1.1503-2(g)(2)(iv)(B)(2) and other applicable DCL
Regulations.  Each of the Companies acknowledge that the Distribution will
constitute a Triggering Event and that other transactions if consummated prior
to the Distribution also may constitute a Triggering Event.

             (c)    Closing Agreement. To avoid such recapture, each of the
Companies shall enter into a Closing Agreement with the Internal Revenue Service
with respect to the DCLs of NDC Holdings (UK) Ltd. and Global Payment Systems
LLC as required under Treasury Regulation Section 1.1503-2(g)(2)(iv)(B)(2)(i)
and to satisfy all other requirements of the DCL Regulations prior to the filing
of the Federal Income Tax Returns applicable to the year in which the Triggering
Event occurred. In addition, each of the Companies shall fully cooperate (and
cause their respective Affiliates to cooperate) with each other and with each
other's agents (including accounting firms and legal counsel), as provided in
Article VI, to obtain such a Closing Agreement and to satisfy all other
requirements of the DCL Regulations.

             (d)    Covenants Regarding Future Periods. Newco shall not use any
of the existing DCLs of NDC Holdings (UK) Ltd. and Global Payment Systems LLC
(both of which are members of the Newco Group) to offset income taxable in the
United Kingdom. In the event that Newco so uses the

                                      -12-

<PAGE>
 
existing DCLs and causes recapture of the DCLs, Newco shall be solely liable for
all Taxes and interest generated by such action.

                                   ARTICLE V
                    Tax Payments and Intercompany Billings

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

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

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

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

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

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

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

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

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

                                      -13-

<PAGE>
 
include interest computed at the Prime Rate based on the number of days from the
date the additional Tax was paid by NDC to the date of the payment under this
Section 5.2(a).

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

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

             (a)    Computation and Payment of Tax Due. At least three business
days prior to any Payment Date for any Tax Return with respect to any State
Income Tax relating to a Pre-Distribution Period, the Responsible Company shall
compute the amount of Tax required to be paid to the applicable Taxing Authority
(taking into account the requirements of Section 3.4 relating to consistent
accounting practices) with respect to such Tax Return on such Payment Date and:

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

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

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

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

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

                                      -14-

<PAGE>
 
describing in reasonable detail the particulars relating thereto.  Newco also
shall pay to NDC interest on its respective share of such Tax computed at the
Prime Rate based on the number of days from the date the additional Tax was paid
by NDC to the date of its payment to NDC under this Section 5.4(a).

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

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

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

     Section 5.7.   [Reserved]

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

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

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

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

                                      -15-

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

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

                                  ARTICLE VI
                          Assistance and Cooperation

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

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

                                      -16-

<PAGE>
 
                                  ARTICLE VII
                                  Tax Records

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

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

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

                                 ARTICLE VIII
                                 Tax Contests

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

                                      -17-

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

                                  ARTICLE IX
                            No Inconsistent Actions

     Section 9.1    Each of the Companies covenants and agrees that it will not
take any action, and it will cause its Affiliates to refrain from taking any
action, which may be inconsistent with the Tax treatment of the Transactions as
contemplated in the IRS Private Letter Ruling (any such action is referred to in
this Article IX as a "Tainting Act"), unless (i) the Company or Affiliate
thereof proposing such Tainting Act (the "Requesting Party") either (A) obtains
a ruling with respect to the Tainting Act from the Internal Revenue Service or
other applicable Taxing Authority that is reasonably satisfactory to the other
Company (the "Requested Party") (except that the Requesting Party shall not
submit any such ruling request if a Requested Party determines in good faith
that filing such request might have a materially adverse effect upon such
Requested Party), or (B) obtains an unqualified opinion reasonably acceptable to
each Requested Party of independent nationally recognized tax counsel acceptable
to each Requested Party, on a basis of assumed facts and representations
consistent with the facts at the time of such action, that such Tainting Act
will not affect the Tax treatment of the Transactions as contemplated in the IRS
Private Letter Ruling, and (ii) each Requested Party consents in writing to such
Tainting Act, which consent shall not be unreasonably withheld. Without limiting
the foregoing:

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

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

                                      -18-

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

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

     Section 9.2  Notwithstanding anything to the contrary in this Agreement,
each Company shall be solely liable for, and shall indemnify and hold harmless
the other Company from any Restructuring Tax resulting from a Tainting Act by
such first Company or its Affiliates, regardless of whether clause (a) or (b) of
Section 9.1 was satisfied with respect to such Tainting Act.

                                   ARTICLE X
                            Survival of Obligations

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

                                  ARTICLE XI
                               Employee Matters

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

                                  ARTICLE XII
                      Treatment of Payments; Tax Gross Up

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

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

                                      -19-

<PAGE>
 
payment of such Income Taxes), shall equal the amount of the payment which the
Company receiving such payment would otherwise be entitled to receive pursuant
to this Agreement.

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

                                 ARTICLE XIII
                                 Disagreements

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

                                  ARTICLE XIV
                                 Late Payments

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

                                  ARTICLE XV
                                   Expenses

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

                                      -20-

<PAGE>
 
                                  ARTICLE XVI
                              General Provisions

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

                    (a) If to NDC, to:

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

                    (b) If to Newco, to:

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

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

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

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

     Section 16.4.  Dispute Resolution.  Resolution of any and all disputes
                    ------------------                                     
arising from or in connection with this Agreement, whether based on contract,
tort, or otherwise (collectively, "Disputes"), shall be exclusively governed by
and settled in accordance with the provisions of Article XIII and this Section
16.4. The parties hereto shall use all commercially reasonable efforts to settle
all Disputes 

                                      -21-

<PAGE>
 
without resorting to mediation, arbitration, litigation, or other third party
dispute resolution mechanisms. If any Dispute remains unsettled, the parties
hereby agree to mediate such Dispute using a mediator reasonably acceptable to
all parties involved in such Dispute. If the parties are unable to resolve such
dispute through mediation, each party will be free to commence proceedings for
the resolution thereof. No party shall be entitled to consequential, special,
exemplary, or punitive damages.

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

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

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

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

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

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

                           [Signatures on Next Page]

                                      -22-

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



                    NATIONAL DATA CORPORATION

                           By:     /s/ Randolph L. M. Hutto
                                   ------------------------
                           Name:   Randolph L. M. Hutto
                           Title:  Chief Financial Officer



                    GLOBAL PAYMENTS INC.

                           By:     /s/ Paul R. Garcia
                                   ----------------------------
                           Name:   Paul R. Garcia
                           Title:  Chief Executive Officer

                                      -23-



<PAGE>
 
                                                                    Exhibit 10.2
 
                          EMPLOYEE BENEFITS AGREEMENT

                                    between

                           NATIONAL DATA CORPORATION

                                      and

                             GLOBAL PAYMENTS INC.


                               JANUARY 31, 2001



       _________________________________________________________________

<PAGE>
 
                          EMPLOYEE BENEFITS AGREEMENT


                               TABLE OF CONTENTS

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

<PAGE>
 

<TABLE> 
<S>                                                                                      <C> 
ARTICLE VIII  MISCELLANEOUS............................................................  19
 8.01  Effect if Distribution Does Not Occur...........................................  19
 8.02  Relationship of Parties.........................................................  19
 8.03  Affiliates......................................................................  19
 8.04  Governing Law...................................................................  20
 8.05  Entire Agreement, Construction..................................................  20
 8.06  Expenses........................................................................  20
 8.07  Notices.........................................................................  20
 8.08  Disputes........................................................................  21
 8.09  Amendment and Waiver............................................................  21
 8.10  Assignment......................................................................  21
 8.11  Captions........................................................................  21
 8.12  Severability....................................................................  21
 8.13  Parties in Interest.............................................................  22
 8.14  Schedules.......................................................................  22
 8.15  Waivers, Remedies...............................................................  22
 8.16  Further Assurances and Consents.................................................  22
 8.17  Counterparts....................................................................  23
</TABLE>
 
 
                                     -ii-

<PAGE>
 
                          EMPLOYEE BENEFITS AGREEMENT


     This EMPLOYEE BENEFITS AGREEMENT ("Agreement") dated as of January 31,
2001 by and between National Data Corporation, a Delaware corporation ("NDC"),
and Global Payments Inc., a Georgia corporation ("Global Payments").
Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned to them in Article I hereof or as assigned to them
in the Distribution Agreement (as defined below).

                                   BACKGROUND

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

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

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

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

                                   ARTICLE I
                                  DEFINITIONS

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

     "Agreement" means this Employee Benefits Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -2-

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

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

     "Global Payments Pension Plan."  See Section 3.01.

     "Global Payments Pension Participant."  See Section 3.01.

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

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

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

     "GUST" means, collectively, the General Agreement on Tariffs and Trade
(Uruguay Round Agreements Act), the Uniform Services Employment and Re-
employment Rights Act of 1994, the Small Business Job Protection Act, and the
Taxpayer Relief Act of 1997.

     "Health and Welfare Plans," when immediately preceded by "NDC," means the
health and welfare plans established and maintained by NDC for the benefit of
employees and retirees of NDC and certain NDC Entities, and such other welfare
plans or programs as may apply to such employees and retirees as of the
Distribution Date.  When immediately preceded by "Global Payments," Health and
Welfare Plans means the health and welfare plans to be established by Global
Payments pursuant to Section 2.02 that correspond to the respective NDC Health
and Welfare Plans.

     "Immediately After the Distribution Date" means 12:00 A.M., Eastern
Standard Time or Eastern Daylight Time (whichever shall then be in effect), on
the day after the Distribution Date.

     "IRS" means the Internal Revenue Service.

     "NDC Entity" means any entity that is, at the relevant time, an Affiliate
of NDC, except that, for periods beginning Immediately After the Distribution
Date, the term "NDC Entity" shall not include Global Payments or a Global
Payments Entity.

                                      -3-

<PAGE>
 
     "NDC Dental Plan" means the Dental Benefits under the National Data
Corporation Employee Health and Welfare Benefits Plan, as amended as restated
effective November 1, 2000.
 
     "NDC Medical Plan" means the Medical Benefits under the National Data
Corporation Employee Health and Welfare Benefits Plan, as amended as restated
effective November 1, 2000.
 
     "NDC Vision Plan" means the Vision Benefits under the National Data
Corporation Employee Health and Welfare Benefits Plan, as amended as restated
effective November 1, 2000.
 
     "NDC Pension Plan" means the National Data Corporation Employees Retirement
Plan.

     "NDC 401(k) Plan" means the National Data Corporation Employee Savings
Plan.

     "NDC Equity Incentive Plans" means the plans under which options to acquire
NDC Common Stock or awards of restricted stock are outstanding as of the Close
of the Distribution Date, including some or all of the following plans: (i) the
National Data Corporation 2000 Long-Term Incentive Plan, (ii) the National Data
Corporation 1997 Stock Option Plan, (iii) the National Data Corporation 1987
Stock Option Plan, as amended, (iv) the National Data Corporation 1984 Non-
Employee Director Stock Option Plan, (v) the Amended and Restated C.I.S.
Technologies, Inc. Employee Stock Option Plan, (vi) the C.I.S. Technologies,
Inc. HCC Management Stock Option Plan, (vii) the Amended and Restated C.I.S.
Technologies, Inc. Stock Option Plan, (viii) the C.I.S. Technologies, Inc. 1995
Stock Incentive Plan, (ix) the Physician Support Systems, Inc. Amended and
Restated 1996 Stock Option Plan, (x) the National Data Corporation 1983
Restricted Stock Plan, as amended, and (xi) the Synergistic Systems, Inc. Stock
Option Plan.

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

     "NDC Pre-Distribution Stock Value" means the closing price of the NDC
Common Stock, trading "regular way", as reported on the New York Stock Exchange
- Composite Transactions Tape on the trading day immediately prior to the Ex-
Dividend Date.

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

     "NDC SERP" means the NDC Supplemental Executive Retirement Plan.

     "Option," when immediately preceded by "NDC," means an option to purchase
NDC Common Stock pursuant to an NDC Equity Incentive Plan.  When immediately
preceded by "Global Payments," Option means an option to purchase Global
Payments Common Stock pursuant to the Global Payments Long-Term Incentive Plan.

                                      -4-

<PAGE>
 
     "Plan," when immediately preceded by "NDC" or "Global Payments," means any
plan, policy, program, payroll practice, on-going arrangement, contract, trust,
insurance policy or other agreement or funding vehicle providing benefits to
employees or former employees of NDC or an NDC Entity, or Global Payments or a
Global Payments Entity, as applicable.

                                  ARTICLE II
                              GENERAL PRINCIPLES

     Section 2.01  Assumption of Liabilities.  Except as otherwise expressly
                   -------------------------                                
provided in this Agreement, Global Payments hereby assumes and agrees to pay,
perform, fulfill and discharge, in accordance with their respective terms, all
of the following (regardless of when or where such Benefit Liabilities arose or
arise or were or are incurred): (i) all Benefit Liabilities to or relating to
Global Payments Employees, and their respective dependents and beneficiaries, in
each case relating to, arising out of or resulting from employment by NDC, an
NDC Entity, Global Payments or a Global Payments Entity before the Distribution
Date (including Benefit Liabilities under NDC Plans and Global Payments Plans);
(ii) all other Benefit Liabilities to or relating to Global Payments Employees,
and their respective dependents and beneficiaries, to the extent relating to,
arising out of or resulting from future or present employment with Global
Payments or a Global Payments Entity (including Benefit Liabilities under NDC
Plans and Global Payments Plans); and (iii) all other Benefit Liabilities
relating to, arising out of or resulting from obligations, liabilities and
responsibilities expressly assumed or retained by Global Payments, a Global
Payments Entity, or a Global Payments Plan pursuant to this Agreement.

     Section 2.02  Establishment of Global Payments Plans and Related Trusts.
                   ---------------------------------------------------------  
Effective prior to or Immediately After the Distribution Date, Global Payments
shall adopt, or cause to be adopted, the Global Payments 401(k) Plan and its
related trust, the Global Payments Pension Plan, the Global Payments Employee
Stock Purchase Plan, the Global Payments Long-Term Incentive Plan, and the
Global Payments Health and Welfare Plans for the benefit of the Global Payments
Employees and other current and future employees of Global Payments and the
Global Payments Entities.  Subject to the provisions of Section 4.01 regarding
the Global Payments 401(k) Plan, Section 3.01 regarding the Global Payments
Pension Plan, Section 6.02 regarding the Global Payments Long-Term Incentive
Plan, Section 6.03 regarding the Global Payments Employee Stock Purchase Plan
and Section 5.01(b) regarding the Global Payments Health and Welfare Plans, the
foregoing Global Payments Plans as in effect.  Immediately After the
Distribution Date shall be substantially similar in all material respects to the
corresponding NDC Plans as in effect as of the Distribution Date.

     Section 2.03  Terms of Participation by Global Payments Employees in Global
                   -------------------------------------------------------------
Payments Plans.  The Global Payments Plans shall be, with respect to Global
--------------                                                             
Payments Employees, in all respects the successors in interest to, and shall not
provide benefits that duplicate benefits provided by, the corresponding NDC
Plans.  NDC and Global Payments shall agree on methods and procedures, including
amending the respective Plan documents and/or requesting approvals or consents
of Global Payments Employees where the parties deem appropriate, to prevent
Global Payments Employees from receiving duplicative benefits from the NDC Plans
and the Global Payments Plans.  With respect to Global Payments Employees, each
Global Payments 

                                      -5-

<PAGE>
 
Plan shall provide that all service, all compensation and all other factors
affecting benefit determinations that, as of the Close of the Distribution Date,
were recognized under the corresponding NDC Plan shall, as of Immediately After
the Distribution Date, receive full recognition, credit, and validity and be
taken into account under such Global Payments Plan to the same extent as if such
factors were applicable under such Global Payments Plan, except to the extent
that duplication of benefits would result.


                                  ARTICLE III
                             DEFINED BENEFIT PLANS

     Section 3.01  Creation of Global Payments Pension Plan.  At or prior to the
                   -----------------------------------------                    
Distribution Date, Global Payments shall establish a defined benefit pension
plan (the "Global Payments Pension Plan") for the benefit of (i) each Global
Payments Employee who immediately prior to the Distribution Date was a
participant in the NDC Pension Plan; and (ii) any former employee of NDC or an
NDC Entity who is designated in writing by NDC and Global Payments as being a
Global Payments Pension Participant, and the persons so included in clauses (i)
and (ii) shall be referred to as "Global Payments Pension Participants."  As of
the Distribution Date, the Global Payments Pension Plan shall (x) be
substantially similar to the NDC Pension Plan in all material respects; (y)
recognize for all purposes thereunder the service of the Global Payments Pension
Participants that was recognized under the NDC Pension Plan, provided, however,
that until the transfer described in Section 3.02 occurs, the total accrued
benefit payable under the Global Payments Pension Plan (taking into account
service recognized under the NDC Pension Plan) shall be offset by the benefit
accrued under the NDC Pension Plan as of the Distribution Date, calculated as if
the Global Payments Pension Participants terminated employment as of the earlier
of (A) the Distribution Date, or (B) their actual date of termination of
employment with NDC and all of its subsidiaries; and (z) provide that upon the
transfer described in Section 3.02, the benefit liabilities of the Global
Payments Pension Participants under the Global Payments Pension Plan shall in no
event be less than their benefit liabilities under the NDC Pension Plan as of
the Distribution Date.

     Section 3.02  Transfer of Assets and Liabilities from NDC Pension Plan.
                   -------------------------------------------------------- 

          (a) Transfer of Assets.  NDC shall cause to be transferred from the
              -------------------                                            
trust under the NDC Pension Plan to the trust under the Global Payments Pension
Plan assets, the value of which shall be equal to (i) times (ii), where (i)
equals the fair market value of the assets of the NDC Pension Plan on the date
of actual transfer of assets from the NDC Pension Plan to the Global Payments
Pension Plan, and (ii) equals a fraction, the numerator of which is the present
value of the benefit liabilities on a termination basis (as hereafter defined)
of the Global Payments Pension Participants as of the Distribution Date, and the
denominator of which is the present value of all benefit liabilities on a
termination basis (as hereafter defined) of all NDC Pension Plan participants as
of the Distribution Date.  "Benefit liabilities on a termination basis" shall
mean those benefit liabilities, as defined in ERISA Section 4001(a)(16), to
which the participants would be entitled under Section 4044 of ERISA if the plan
were terminated in accordance with ERISA Section 4041 as of the Distribution
Date.  It is the parties' intent that this 

                                      -6-

<PAGE>
 
transfer will satisfy Section 414(l) of the Code if the NDC Pension Plan is
under-funded on a termination basis as of the Distribution Date, and that this
transfer will include a pro rata share of surplus if the NDC Pension Plan is
over-funded on a termination basis as of the Distribution Date. In NDC's sole
and absolute discretion, the amount so transferred may be in cash or in kind or
a combination thereof.

     (b) Adjustment for Receipts and Disbursements.  The amount to be
         -----------------------------------------                   
transferred shall be equitably adjusted to take into account non-investment
receipts and disbursements of the NDC Pension Plan after the Distribution Date
but before the date of transfer provided for in Section 3.02(a), such as pension
payments and employer contributions.

     (c) Pre-conditions to Transfer.  The transfer of assets provided for in
         --------------------------                                         
Section 3.02(a) shall take place as soon as practicable after the Distribution
Date; provided, however, that such transfer shall not occur until (i) Global
Payments provides to NDC an acceptable opinion of counsel with respect to the
qualification of the Global Payments Pension Plan under Section 401(a) of the
Code; (ii) NDC provides to Global Payments an acceptable opinion of counsel with
respect to the qualification of the NDC Pension Plan under Section 401(a) of the
Code, as amended to (A) comply with changes to the qualification requirements of
Section 401(a) of the Code made pursuant to GUST and other applicable laws, and
(B) provide for the transfer of assets and liabilities referred to in this
Section, and (iii) the receipt of any other necessary governmental approval.

     3.03 Cooperation. Pending the completion of the transfer described in this
          -----------                                                          
Section, NDC, with the cooperation of Global Payments shall make arrangements
for any required benefit payments to the Global Payments Pension Participants
from the NDC Pension Plan.  NDC and Global Payments shall provide each other
with access to information reasonably necessary in order to carry out the
provisions of this Section.  If any benefit with respect to a Global Payments
Pension Participant under the NDC Pension Plan is subject to a qualified
domestic relations order at the time of transfer, all documentation concerning
such qualified domestic relations order shall be assigned to the Global Payments
Pension Plan.


     3.04 Result of Transfer of Assets and Liabilities.  Upon the completion of
          --------------------------------------------                         
the transfer of assets and benefit liabilities, the Global Payments Pension Plan
shall assume the benefit liabilities under the NDC Pension Plan with respect to
the Global Payments Pension Participants, and neither the NDC Pension nor NDC
nor any NDC Entity shall have any further obligation or responsibility with
respect to such benefit liabilities, which shall be considered for all purposes
as having been satisfied as a result of such transfer.

                                      -7-

<PAGE>
 
                                   ARTICLE IV
                           DEFINED CONTRIBUTION PLANS

     Section 4.01  Creation of Global Payments 401(k) Plan.
                   --------------------------------------- 

     (a) Creation of Global Payments 401(k) Plan.  At or prior to the
         ---------------------------------------                     
Distribution Date, Global Payments shall establish a qualified 401(k) plan (the
"Global Payments 401(k) Plan") for the benefit of (i) each Global Payments
Employee; and (ii) any former employee of NDC or an NDC Entity who is designated
in writing by NDC and Global Payments as being a Global Payments 401(k)
Participant, and the persons so included in clauses (i) and (ii) shall be
referred to as "Global Payments 401(k) Participants."  As of the Distribution
Date, the Global Payments 401(k) Plan shall (i) be substantially similar to the
NDC 401(k) Plan in all material respects; (ii) recognize for all purposes
thereunder the service of the Global Payments 401(k) Participants that was
recognized under the NDC 401(k) Plan, and (iii) provide that upon the transfer
described in Section 4.02, the account balances of the Global Payments 401(k)
Participants under the Global Payments 401(k) Plan shall in no event be less
than their account balances under the NDC 401(k) Plan immediately prior to such
transfer (whether vested or non-vested).

     (b) NDC and Global Payments Stock.  The Global Payments 401(k) Plan shall
         -----------------------------                                        
provide that after the Distribution Date, all or any portion of the NDC Common
Stock transferred to the Global Payments 401(k) Plan may be liquidated and
reinvested by Global Payments 401(k) Participants in any other investment option
offered under the Global Payments 401(k) Plan, subject to the terms of the
Global Payments 401(k) Plan.  The NDC 401(k) Plan shall provide that after the
Distribution Date, all or any portion of the Global Payments Common Stock
received by the NDC 401(k) Plan may be liquidated and reinvested by NDC 401(k)
Participants in any other investment option offered under the NDC 401(k) Plan,
subject to the terms of the NDC 401(k) Plan.

     Section 4.02  Transfer of Assets and Liabilities from NDC 401(k) Plan.
                   ------------------------------------------------------- 

     (a) Transfer of Assets.  NDC shall cause to be transferred from the trust
         ------------------                                                   
under the NDC 401(k) Plan to the trust under the Global Payments 401(k) Plan
assets, the value of which shall be equal to the liability for the account
balances with respect to the Global Payments 401(k) Participants.  Such transfer
shall be subject to the requirements of Section 414(l) of the Code and Section
208 of ERISA.  The assets so transferred shall reflect the investment elections
and participant loans made by Global Payments 401(k) Participants under the NDC
401(k) Plan.

     (b) Adjustment for Payments.  The amount to be transferred shall be reduced
         -----------------------                                                
by the amount of any payments made with respect to the Global Payments 401(k)
Participants after the Distribution Date but before the date of transfer
provided for in Section 3.02(a).

     (c) Pre-conditions to Transfer.  The transfer of assets provided for in
         --------------------------                                         
Section 4.02(a) shall take place as soon as practicable after the Distribution
Date; provided, however, that such transfer shall not occur until (i) Global
Payments provides to NDC an acceptable opinion of counsel with respect to the
qualification of the Global Payments 401(k) Plan under Sections 

                                      -8-

<PAGE>
 
401(a) and 401(k) of the Code; and (ii) NDC provides to Global Payments an
acceptable opinion of counsel with respect to the qualification of the NDC
401(k) Plan under Sections 401(a) and 401(k) of the Code, as amended to (A)
comply with changes to the qualification requirements of Section 401(a) of the
Code made pursuant to GUST and other applicable laws, and (B) provide for the
transfer of assets and liabilities referred to in this Section, and (iii) the
receipt of any other necessary governmental approval.

     Section 4.03   Cooperation.
                    ----------- 

     (a) Benefit Payments.  Pending the completion of the transfer described in
         ----------------                                                      
this Section, NDC and Global Payments shall make arrangements for any required
benefit payments to the Global Payments 401(k) Participants from the NDC 401(k)
Plan.  NDC and Global Payments shall provide each other with access to
information reasonably necessary in order to carry out the provisions of this
Section.


     (b) QDROs.  If any benefit with respect to a Global Payments 401(k)
         -----                                                          
Participant under the NDC 401(k) Plan is subject to a qualified domestic
relations order at the time of transfer, all documentation concerning and
liability arising from such qualified domestic relations order shall be assigned
to the Global Payments 401(k) Plan.

     (c) Promissory Notes.  If any promissory note representing an outstanding
         ----------------                                                     
loan from the NDC 401(k) Plan is transferred to the Global Payments 401(k) Plan
pursuant to Section 4.02(a) above, all of the documentation regarding such loan,
including the promissory note and amortization and payment schedules shall be
transferred to the administrator of the Global Payments 401(k) Plan immediately
following the Distribution Date.

     Section 4.04   Result of Transfer of Assets and Liabilities.  Upon the
                    --------------------------------------------           
completion of the transfer of assets and benefit liabilities, the Global
Payments 401(k) Plan shall be deemed to have assumed the Benefit Liabilities
under the NDC 401(k) Plan with respect to the Global Payments 401(k)
Participants, and neither the NDC 401(k) Plan nor NDC nor any NDC Entity shall
have any further obligation or responsibility with respect to such benefit
liabilities, which shall be considered for all purposes as having been satisfied
as a result of such transfer.

                                   ARTICLE V
                           HEALTH AND WELFARE PLANS

     Section 5.01  General Provisions.
                   ------------------ 

     (a) Cessation of Coverage. Effective as of the Distribution Date, all
         ----------------------                                           
Global Payments Health and Welfare Plan Participants, together with dependents
and survivors thereof, shall cease to be covered by the NDC Health and Welfare
Plans.

     (b) Assumption of Health and Welfare Plan Liabilities.  The following
         -------------------------------------------------                
persons shall be referred to as "Global Payments Health and Welfare Plan
Participants": (i) each Global Payments Employee; (ii) each former employee of
NDC or an NDC Entity whose last 

                                      -9-

<PAGE>
 
employment was with a member of the Global Payments Group; and (iii) any other
person who is designated in writing by NDC and Global Payments as being a Global
Payments Health and Welfare Plan Participant. Except as otherwise expressly
provided in this Article V, Immediately After the Distribution Date, all Benefit
Liabilities relating to Global Payments Health and Welfare Plan Participants
under the NDC Health and Welfare Plans shall cease to be Benefit Liabilities of
the NDC Health and Welfare Plans and shall be assumed by the corresponding
Global Payments Health and Welfare Plans. The Benefit Liabilities to be
transferred include but are not limited to (i) all liability for claims incurred
prior to but not paid as of the Distribution Date for the Global Payments Health
and Welfare Plan Participants; (ii) COBRA health care continuation coverage for
each Global Payments Health and Welfare Plan Participant; (iii) short-term and
long-term disability claims of all Global Payments Health and Welfare Plan
Participants arising from disabilities that occurred prior to the Distribution
Date; (iv) accrued but unused vacation days as of the Distribution Date; and (v)
all liability for claims incurred but not paid prior to the Distribution Date
under any flexible spending accounts maintained by NDC or any NDC Entity
pursuant to Section 125 of the Code. The Benefit Liabilities to be transferred
shall not include liability for claims incurred under the NDC Group Life Program
as of the Distribution Date. The obligation of Global Payments Health and
Welfare Plans to assume any of such Benefit Liabilities that are fully insured
is contingent upon Global Payments' insurance carrier agreeing to cover such
Liabilities.

     (c) Postretirement Life Insurance Benefits.  Immediately After the
         --------------------------------------                        
Distribution Date, all Benefit Liabilities relating to life insurance provided
under any NDC Health and Welfare Plan to retired employees who are designated as
Global Payments Pension Participants shall cease to be Benefit Liabilities of
the NDC Health and Welfare Plans and shall be assumed by the corresponding
Global Payments Health and Welfare Plans, but only if Global Payments' insurance
carrier agrees to cover such Benefit Liabilities.

     (d) Certain Health and Welfare Plans.  Notwithstanding Section 5.02(b), the
         --------------------------------                                       
aggregate NDC Medical Plan accrued liability account for NDC and all
subsidiaries immediately prior to the Distribution will be allocated between NDC
and Global Payments based upon the relative payrolls for the current fiscal year
to the Distribution Date for the businesses being conveyed to Global Payments in
the Distribution and the businesses being retained by NDC following the
Distribution.  A similar procedure shall be followed for the NDC Dental Plan and
the NDC Vision Plan.

     (e) Flexible Spending Accounts..  If, as of the Distribution Date, the
         ---------------------------                                       
aggregate compensation withheld during the current plan year for all Global
Payments Health and Welfare Participants under any flexible spending accounts
maintained by NDC or any NDC Entity pursuant to Section 125 of the Code, minus
the aggregate payments to all of such Participants from such accounts for the
current plan year, is positive, then, as soon as practicable following the
Distribution Date, NDC shall transfer to Global Payments an amount equal to such
positive amount.  If, as of the Distribution Date, such aggregate compensation
withheld, minus such aggregate payments, is negative, then, as soon as
practicable following the Distribution Date, Global Payments shall transfer to
NDC an amount equal to such negative amount.

                                      -10-

<PAGE>
 
     Section 5.02  Insurance Contracts.
                   ------------------- 

     (a) NDC shall use its best efforts to have each insurance carrier that
insures an NDC Health or Welfare Plan (including the issuer of any stop-loss
policy) issue a policy to Global Payments that is identical to the corresponding
NDC policy (except for the identity of the named insured) effective Immediately
After the Distribution Date for the Global Payments Health and Welfare Plan
Participants.  Each such policy shall be effective for the portion of the policy
year that begins Immediately After the Distribution Date.

     (b) Effect of Change in Rates.  NDC and Global Payments shall use their
         -------------------------                                          
reasonable efforts to cause each of the insurance companies, point-of-service
vendors and third-party administrators providing services and benefits under the
NDC Health and Welfare Plans and the Global Payments Health and Welfare Plans to
maintain the premium and/or administrative rates based on the aggregate number
of participants in both the NDC Health and Welfare Plans and the Global Payments
Health and Welfare Plans through the expiration of the financial fee or rate
guarantees in effect as of the Close of the Distribution Date.  To the extent
they are not successful in such efforts, NDC and Global Payments shall each bear
the revised premium or administrative rates attributable to the individuals
covered by their respective Health and Welfare Plans.

     Section 5.03  Post-Distribution-Transitional Arrangements.
                   ------------------------------------------- 

     (a) Continuance of Elections, Co-Payments and Maximum Benefits.
         ---------------------------------------------------------- 

          (i)  Global Payments shall cause the Global Payments Health and
Welfare Plans to recognize and maintain all coverage and contribution elections
made by Global Payments Health and Welfare Plan Participants under the NDC
Health and Welfare Plans and apply such elections under the Global Payments
Health and Welfare Plans for the remainder of the period or periods for which
such elections are by their terms applicable.  The transfer or other movement of
employment from NDC to Global Payments at any time before the Close of the
Distribution Date shall neither constitute nor be treated as a "status change"
under the NDC Health and Welfare Plans or the Global Payments Health and Welfare
Plans.

          (ii)  Global Payments shall cause the Global Payments Health and
Welfare Plans to recognize and give credit for (A) all amounts applied to
deductibles, out-of-pocket maximums, and other applicable benefit coverage
limits with respect to which such expenses have been incurred by Global Payments
Health and Welfare Plan Participants under the NDC Health and Welfare Plans for
the remainder of the year (or other applicable limitation period) in which the
Distribution occurs, and (B) all benefits paid to Global Payments Health and
Welfare Plan Participants under the NDC Health and Welfare Plans for purposes of
determining when such persons have reached their lifetime maximum benefits under
the Global Payments Health and Welfare Plans.

          (iii)  Global Payments shall use reasonable efforts to cause the
respective insurance carriers to recognize and maintain all irrevocable
assignments and accelerated 

                                      -11-

<PAGE>
 
option elections made by Global Payments Health and Welfare Plan Participants
under the NDC Group Life Program.

     (b) Health and Welfare Plans Subrogation Recovery.  After the Close of the
         ---------------------------------------------                         
Distribution Date, (i) NDC shall pay to Global Payments any amounts NDC recovers
from time to time through subrogation or otherwise for claims incurred by or
reimbursed to any Global Payments Health and Welfare Plan Participant; and (ii)
Global Payments shall pay to NDC any amounts Global Payments recovers from time
to time through subrogation or otherwise for claims incurred by or reimbursed to
employees and former employees of NDC or an NDC Entity and their respective
beneficiaries and dependents (other than Global Payments Health and Welfare Plan
Participants).


                                   ARTICLE VI
                     EQUITY COMPENSATION AND SERP BENEFITS

     Section 6.01.  Stock Options.
                    ------------- 

     (a) NDC Employees.  Except as provided in Section 6.01(c) below, all NDC
         -------------                                                       
Options will be adjusted as described below in this Section 6.01(a), so that,
immediately after giving effect to the Distribution, the aggregate intrinsic
value of the NDC Options will be equal to or less than the aggregate intrinsic
value of the NDC Options immediately before giving effect to the Distribution.
To accomplish the foregoing, NDC shall cause each NDC Option that is outstanding
at the Close of the Distribution Date (other than certain of those held by
Robert A. Yellowlees, as provided in Section 6.01(c)) to be adjusted to reflect
the effect of the Distribution (each such option shall be called an "Adjusted
NDC Option").  Each Adjusted NDC Option shall provide for the option to purchase
a number of shares of NDC Common Stock equal to the product of the number of
shares of NDC Common Stock subject to the NDC Option as of the Close of the
Distribution Date multiplied by the NDC Price Ratio, and then rounded down to
the nearest whole share.  The per-share exercise price of such Adjusted NDC
Option shall equal the quotient obtained by dividing the per-share exercise
price of the NDC Option as of the Close of the Distribution Date by the NDC
Price Ratio and then rounding up to the nearest cent.  Each Adjusted Option
shall otherwise have the same terms and conditions as were applicable to the NDC
Option as of the Close of the Distribution Date.

     (b) Global Payments Employees.  Solely for purposes of Section 6.01(a), any
         -------------------------                                              
Global Payments Employee holding an NDC Option (or an Adjusted NDC Option) shall
be considered as of the Close of the Distribution Date to have incurred a
termination of employment with NDC for a reason other than (i) cause,
retirement, death or disability or (ii) following a change in control, for
purposes of the NDC Equity Incentive Plan under which it was granted and any
option agreement or other contract evidencing such NDC Option.  Such NDC Option
shall be exercisable and subject to termination as provided in such plan,
agreement or contract (i.e., in most cases, Adjusted NDC Options held by Global
Payments Employees would cease to vest as of the Close of Distribution Date, any
of such options that were not vested would be forfeited as of the Close of the
Distribution Date and any such options that were vested would expire 90 days 

                                      -12-

<PAGE>
 
or less after the Distribution Date). To the extent that any Global Payments
Employee forfeits an NDC Option as a result of the Distribution, either because
the NDC Option was unvested at the Close of the Distribution Date or because it
was voluntarily surrendered to NDC as of the Close of the Distribution Date,
Global Payments will replace such forfeited NDC Option with an option to acquire
Global Payments Common Stock (collectively, the "Replacement Global Payments
Options") which will have an aggregate intrinsic value equal to or less than the
aggregate intrinsic value of the forfeited NDC Options. The Replacement Global
Payments Options will have the same vesting and terms as the forfeited NDC
Options they replace, except that:

          (i)   each Replacement Global Payments Option will be exercisable for
that number of whole shares of Global Payments Common Stock equal to the product
of the number of shares of NDC Common Stock that were subject to the forfeited
NDC Option as of the Close of the Distribution Date multiplied by the Global
Payments Price Ratio, rounded down to the nearest whole number of shares of
Global Payments Common Stock, and

          (ii)  the per share exercise price for the shares of Global Payments
Common Stock issuable upon exercise of such Replacement Global Payments Option
will be equal to the quotient obtained by dividing the exercise price per share
of NDC Common Stock as to which the forfeited NDC Option was exercisable as of
the Close of the Distribution Date by the Global Payments Price Ratio, and then
rounding up to the nearest whole cent.

     It is the intention of NDC and Global Payments that the Replacement Global
Payments Options meet the following criteria: (i) the aggregate intrinsic value
of the Replacement Global Payments Options immediately after giving effect to
the Distribution will not be greater than the aggregate intrinsic value of the
corresponding forfeited NDC Options immediately before giving effect to the
Distribution; (ii) with respect to each such Replacement Global Payments Option,
the ratio of the exercise price per share to the Global Payments Stock Value
will not be not less than the ratio of the exercise price per share of the
forfeited NDC Option to the NDC Pre-Distribution Stock Value; and (iii) the
Replacement Global Payments Options will otherwise have the same terms and
conditions as were applicable to the forfeited NDC Options they replace.

     (c)  Chairman of NDC and Global Payments.  Notwithstanding the above,
          -----------------------------------                             
because Robert A. Yellowlees will have continuing responsibilities for NDC and
Global Payments after the Distribution as the Chairman of their respective
Boards of Directors, the NDC Options held by him at the Close of the
Distribution Date (other than those NDC Options that will by their terms expire
shortly after the Distribution, which will adjusted as provided in Section 6(a))
will be split into options to acquire NDC Common Stock and Global Payments
Common Stock, as follows.

     Each NDC Option held by Mr. Yellowlees at the Close of the Distribution
Date (other than those NDC Options that will by their terms expire shortly after
the Distribution) will be adjusted as follows.  The number of shares of NDC
Common Stock into which such option is exercisable shall remain unchanged from
the number of shares subject to the option as of the Close of the Distribution
Date.  The per-share exercise price will be adjusted by dividing the 

                                      -13-

<PAGE>
 
same by the NDC Price Ratio and then rounding up to the nearest cent (i.e., such
new price will bear the same ratio to the NDC Post-Distribution Stock Value as
the former exercise price bore to the NDC Pre-Distribution Stock Value). All
other terms of his NDC Options, including the time for vesting and exercise,
will remain unchanged.

     In addition, for each NDC Option held by him at the Close of the
Distribution Date (other than those NDC Options that will by their terms expire
shortly after the Distribution), Global Payments will grant to Mr. Yellowlees an
option to acquire the largest number of whole shares of Global Payments Common
Stock determined by multiplying (i) the number of shares of NDC Common Stock
subject to the NDC Option as of the Close of the Distribution Date, by (ii) the
number of shares of Global Payments Common Stock to be distributed for each one
share of NDC Common Stock in the Distribution.  The per-share exercise price of
such Global Payments Option will be determined by dividing the per-share pre-
adjustment exercise price of such NDC Option as of the Close of the Distribution
Date by the Global Payments Price Ratio and then rounding up to the nearest cent
(i.e., such exercise price will bear the same ratio to the Global Payments Stock
Value as the exercise price of his corresponding NDC Option bore to the NDC Pre-
Distribution Stock Value).  All other terms of his Global Payments Options,
including the time for vesting and exercise, will be the same as in his adjusted
NDC Options.

     The aggregate intrinsic value of Mr. Yellowlees' Global Payments Options
and NDC Options immediately after giving effect to the Distribution will not be
greater than the aggregate intrinsic value of his NDC Options as of the time
immediately before giving effect to the Distribution.

     Section 6.02  Restricted Stock.
                   ---------------- 

     (a)  NDC Employees.  Restricted stock awards held by NDC employees at the
          -------------                                                       
Close of the Distribution Date will not be affected by the Distribution, except
that the holders thereof will receive a distribution of Global Payments Common
Stock as part of the Distribution.  The shares of Global Payments Common Stock
distributed in respect of such shares of restricted NDC Common Stock will bear
the same restrictions and risks of forfeiture as apply to the shares of
restricted NDC Common Stock as to which they were distributed.

     (b)  Global Payments Employees. Solely for purposes of Section 6.02(a), any
          -------------------------  
Global Payments Employee holding an NDC restricted stock award shall be
considered as of the Close of the Distribution Date to have incurred a
termination of employment with NDC for a reason other than (i) cause,
retirement, death or disability or (ii) following a change in control, for
purposes of the NDC Equity Incentive Plan under which such award was granted and
any agreement evidencing such NDC restricted stock award.  To the extent that
any Global Payments Employee forfeits an NDC restricted stock award as a result
of the Distribution, either because the award is automatically forfeited upon
the holder's termination of employment from NDC or because the award was
voluntarily surrendered to NDC as of the Close of the Distribution Date, Global
Payments will replace such forfeited NDC restricted stock award with a Global
Payments restricted stock award (collectively, the "Replacement Global Payments
Restricted Stock Awards").  Each such Replacement Global Payments Restricted
Stock Award shall consist of 

                                      -14-

<PAGE>
 
that number of shares of Global Payments Common Stock determined by dividing the
fair market value of the forfeited NDC restricted stock award immediately before
giving effect to the Distribution (based on the NDC Pre-Distribution Stock
Value) by the Global Payments Stock Value. Such Replacement Global Payments
Restricted Stock Awards shall have the same restrictions, terms and conditions
(including the remaining vesting periods) as were applicable to the
corresponding forfeited NDC restricted stock awards, except that references to
employment shall refer to employment by Global Payments or its Affiliates rather
than by NDC or its Affiliates. NDC shall use reasonable efforts to cancel any
certificates in such Global Payments Employees' names with respect to restricted
shares of NDC Common Stock.

     Section 6.03  Employee Stock Purchase Plan.  NDC intends to terminate its
                   ----------------------------                               
current Employee Stock Purchase Plan at the earlier of the Distribution Date or
the end of the current offering period.  Until such time, Global Payments
Employees (including for this purpose any employee of NDC who is designated as
an employee of the Global Payments Group for purposes of the Distribution) shall
continue to be eligible for participation in the NDC Employee Stock Purchase
Plan.  Effective as of the Distribution Date (or such other date as NDC and
Global Payments may mutually agree), Global Payments and NDC shall each
establish substantially similar Employee Stock Purchase Plans for the benefit of
their respective employees after the Distribution.

     Section 6.04  Supplemental Executive Retirement Plan.  At or prior to the
                   --------------------------------------                     
Distribution Date, Global Payments shall establish a supplemental executive
retirement plan (the "Global Payments SERP") for the benefit of each Global
Payments Employee who was a participant in the NDC SERP on the Distribution
Date, which shall (i) be substantially similar to the NDC SERP in all material
respects; and (ii) recognize for all purposes thereunder the service of each
Global Payments Employee that was recognized under the NDC SERP.  Effective as
of the Distribution Date, the Global Payments SERP shall assume and Global
Payments shall be solely responsible for the liabilities under the NDC SERP with
respect to each Global Payments Employee.  Neither NDC nor any NDC Entity shall
have any liability, obligation, or responsibility after the Distribution Date
for the accrued benefits of each Global Payments Employee under the NDC SERP.
NDC shall cause to be transferred to either Global Payments or to a "rabbi
trust" created by Global Payments in connection with the Global Payments SERP
any life insurance policy which insures the life of a Global Payments Employee
who will participate in the Global Payments SERP.  If, as of the Distribution
Date, the cash surrender value of any life insurance policy insuring the life of
a Global Payments Employee is more than the present value of the benefit accrued
by such Employee under the NDC SERP as of the Distribution Date (with present
value being the "accumulated benefit obligation" as determined under Financial
Accounting Standard No. 87 ("ABO") as of the Distribution Date), then as soon as
practicable following the Distribution Date, Global Payments shall transfer to
NDC an amount equal to such excess.  If, as of the Distribution Date, the cash
surrender value of any life insurance policy insuring the life of a Global
Payments Employee is less than the present value of the benefit accrued by such
Employee under the NDC SERP as of the Distribution Date (with present value
being the ABO as of the Distribution Date), then as soon as practicable
following the Distribution Date, NDC shall transfer to Global Payments an amount
equal to such deficit.

                                      -15-

<PAGE>
 
                                  ARTICLE VII
                          GENERAL AND ADMINISTRATIVE

     Section 7.01  Non-Termination of Employment, No Third-Party Beneficiaries.
                   -----------------------------------------------------------  
No provision of this Agreement or the Distribution Agreement shall be construed
to create any right, or accelerate entitlement, to any compensation or benefit
whatsoever on the part of any Global Payments Employee or other future, present
or former employee of NDC, an NDC Entity, Global Payments, or a Global Payments
Entity under any NDC Plan or Global Payments Plan or otherwise.  Without
limiting the generality of the foregoing: (i) except as expressly provided in
Section 6.01(a), the Distribution shall not cause any employee to be deemed to
have incurred a termination of employment which entitles such individual to the
commencement of benefits under any of the NDC Plans, any of the Global Payments
Plans, or any individual agreements; and (ii) except as expressly provided in
this Agreement, nothing in this Agreement shall preclude Global Payments, at any
time after the Close of the Distribution Date, from merging, amending,
modifying, terminating, eliminating, reducing, or otherwise altering in any
respect any Global Payments Plan, any benefit under any Plan or any trust,
insurance policy or funding vehicle related to any Global Payments Plan, and,
beginning one year after the Close of the Distribution Date, from merging,
amending, modifying, terminating, eliminating, reducing, or otherwise altering
in any respect any Global Payments Plan, any benefit under any Plan or any
trust, insurance policy or funding vehicle related to any Global Payments Plan
without regard to any provision in this Agreement.

     Section 7.02  Beneficiary Designations and Elections.  To the extent
                   --------------------------------------                
permitted by law, all beneficiary designations and other elections made by
Global Payments Employees for NDC Plans shall be transferred to and be in full
force and effect under the corresponding Global Payments Plans until such
beneficiary designations or elections are replaced or revoked by the Global
Payments Employee who made the beneficiary designation or election.  See also
Section 5.03(a)(i).

     Section 7.03  Consent of Third Parties.  If any provision of this Agreement
                   ------------------------                                     
is dependent on the consent of any third party (such as a vendor) and such
consent is withheld, NDC and Global Payments shall use their reasonable efforts
to implement the applicable provisions of this Agreement to the full extent
practicable.  If any provision of this Agreement cannot be implemented due to
the failure of such third party to consent, NDC and Global Payments shall
negotiate in good faith to implement the provision in a mutually satisfactory
manner.  The phrase "reasonable efforts" as used herein shall not be construed
to require the incurrence of any non-routine or unreasonable expense or
liability or the waiver of any right.

     Section 7.04  Sharing of Participant Information. "Participant Information"
                   ----------------------------------                           
means medical information, employment information, social security numbers and
all other personally identifiable information.  Except as limited by applicable
state and federal law, NDC and Global Payments shall share, NDC shall cause each
applicable NDC Entity to share, and Global Payments shall cause each applicable
Global Payments Entity to share, with each other and their respective agents and
vendors (without obtaining releases) all Participant Information necessary for
the efficient and accurate administration of each of the NDC Plans and the
Global Payments 

                                      -16-

<PAGE>
 
Plans. Because of the sensitivity of such information, NDC and Global Payments
shall take all safeguards and precautions necessary to insure the
confidentiality of Participant Information. NDC shall be liable for any breach
of confidentiality with respect to such Participant Information by NDC or NDC
Entities, vendors or agents. Global Payments shall be liable for any breach of
confidentiality with respect to such Participant Information by Global Payments
or Global Payments Entities, vendors or agents. The Participant Information
shall not be used for purposes other than those stated in this Agreement, unless
required pursuant to legal process or unless prescribed by statute or government
regulation. Notwithstanding any other provision herein, during the term of this
Agreement, and thereafter, each party shall:

          (i)   not disclose any Participant Information to unaffiliated
persons, or to personnel who do not have a need to use such Participant
Information for purposes of administering each of the NDC Plans and the Global
Payments Plans, without the written authority of the other party;

          (ii)  require any subcontractor or vendor utilized by either party to
maintain a level of confidentiality consistent with the terms of these
provisions.

     NDC and Global Payments and their respective authorized agents shall,
subject to applicable laws on confidentiality, be given reasonable and timely
access to, and may make copies of, all information relating to the subjects of
this Agreement in the custody of the other party, to the extent necessary for
the administration of the NDC Plans and the Global Payments Plans.  Until
December 31, 2000, or such other date as the parties may mutually agree, all
Participant Information shall be provided in a manner and medium that is
compatible with the data processing systems of NDC as in effect on the Close of
the Distribution Date, unless otherwise agreed to by NDC and Global Payments.

     Section 7.05  Indemnity.
                   --------- 

     (a)  In any situation where the liabilities or obligations of a Plan
maintained by NDC or an NDC Entity prior to the Distribution Date are divided
between NDC and Global Payments under this Agreement so that each party
maintains part of such Plan after the Distribution Date (such as the NDC Pension
Plan and the NDC 401(k) Plan), there shall be equitably shared by NDC and Global
Payments, in proportion to the liabilities retained or assumed with respect to
such Plan as of the Distribution Date over the total liabilities of such Plan as
of the Distribution Date, any and all claims, losses, liabilities, obligations,
costs, costs of defense (as and when incurred, and including reasonable outside
attorneys' and consultants' fees), expenses, fines, taxes, levies, imposts,
duties, deficiencies, assessments, charges, penalties, allegations, demands,
damages (including but not limited to actual, punitive or consequential,
foreseen or unforeseen, known or unknown), settlements, awards or judgments of
any kind or nature whatsoever arising out of, or with respect to, the
liabilities and obligations of such Plan, other than acts or omissions occurring
after the Distribution Date.  The parties intend for this Section 7.05(a) to
address unusual or unexpected liabilities that occur with respect to a Plan
after the Distribution Date, such as a claim for breach of fiduciary duty with
respect to a Plan, rather liabilities for payment of benefits in the normal
course, and this Section shall be so interpreted.

                                      -17-

<PAGE>
 
     (b)  Global Payments shall defend, indemnify and save and hold harmless
NDC, its subsidiaries, any of their respective directors, shareholders,
officers, employees, agents, consultants, representatives, successors,
transferees or assignees from and against any and all claims, losses,
liabilities, obligations, costs, costs of defense (as and when incurred, and
including reasonable outside attorneys' and consultants' fees), expenses, fines,
taxes, levies, imposts, duties, deficiencies, assessments, charges, penalties,
allegations, demands, damages (including but not limited to actual, punitive or
consequential, foreseen or unforeseen, known or unknown), settlements, awards or
judgments of any kind or nature whatsoever arising out of, or with respect to,
the liabilities and obligations assumed, and agreements made, by Global Payments
pursuant to this Agreement. NDC shall defend, indemnify and save and hold
harmless Global Payments, its subsidiaries, any of their respective directors,
shareholders, officers, employees, agents, consultants, representatives,
successors, transferees or assignees against any and all claims, losses,
liabilities, obligations, costs, costs of defense (as and when incurred, and
including reasonable outside attorneys' and consultants' fees), fines, taxes,
levies, assessments, charges, penalties, allegations, demands, damages
(including but not limited to actual, punitive or consequential, foreseen or
unforeseen, known or unknown), settlements, awards or judgments of any kind or
nature whatsoever arising out of, or with respect to, any liabilities and
obligations retained or assumed, and agreements made, by NDC pursuant to this
Agreement.


                                 ARTICLE VIII
                                 MISCELLANEOUS

     Section 8.01  Effect if Distribution Does Not Occur.  If the Distribution
                   -------------------------------------                      
does not occur, then all actions and events that are, under this Agreement, to
be taken or occur effective as of the Close of the Distribution Date,
Immediately After the Distribution Date, or otherwise in connection with the
Distribution, shall not be taken or occur except to the extent specifically
agreed to by Global Payments and NDC.

     Section 8.02  Relationship of Parties.  Nothing in this Agreement shall be
                   -----------------------                                     
deemed or construed by the parties or any third party as creating the
relationship of principal and agent, partnership or joint venture between the
parties, it being understood and agreed that no provision contained herein, and
no act of the parties, shall be deemed to create any relationship between the
parties other than the relationship set forth herein.

     Section 8.03  Affiliates.  Each of NDC and Global Payments shall cause to
                   ----------                                                 
be performed, and hereby guarantees the performance of, all actions, agreements
and obligations set forth in this Agreement to be performed by an NDC Entity or
a Global Payments Entity, respectively.

     Section 8.04  Governing Law.  To the extent not preempted by applicable
                   -------------                                            
federal law, this Agreement shall be governed by, construed and interpreted in
accordance with the laws of the State of Georgia, irrespective of the choice of
laws principles of such state, as to all matters, including matters of validity,
construction, effect, performance and remedies.

                                      -18-

<PAGE>
 
     Section 8.05  Entire Agreement, Construction.  This Agreement and the
                   ------------------------------                         
Ancillary Agreements (as defined in the Distribution Agreement), including,
without limitation, any annexes, schedules and exhibits hereto or thereto, and
other agreements and documents referred to herein and therein, will together
constitute the entire agreement between the parties with respect to the subject
matter hereof and thereof and will supersede all prior negotiations, agreements
and understandings of the parties of any nature, whether oral or written, with
respect to such subject matter.  In the event and to the extent that there is a
conflict between the provisions of this Agreement and the provisions of the
Distribution Agreement, the Transition Support Agreement, the Intercompany
Information Services Agreement, the Intellectual Property Rights Agreement, the
Tax Sharing and Indemnification Agreement or the Real Estate Agreement, the
provisions of this Agreement shall control.

     Section 8.06  Expenses.  Except as expressly set forth in this Agreement,
                   --------                                                   
all costs and expenses incurred through the Close of the Distribution Date with
respect to any employee matters described herein shall be charged to and paid by
NDC.  Except as otherwise set forth in this Agreement, all costs and expenses
incurred following the Distribution Date with respect to any employee matters
described herein shall be charged to and paid by the party for whose benefit the
expenses are incurred, with any expenses that cannot be allocated on such basis
to be split equally between the parties.

     Section 8.07  Notices.  All notices and communications under this Agreement
                   -------                                                      
shall be deemed to have been given (a) when received, if such notice or
communication is delivered by facsimile, hand delivery or overnight courier,
and, (b) three (3) business days after mailing if such notice or communication
is sent by United States registered or certified mail, return receipt requested,
first class postage prepaid.  All notices and communications, to be effective,
must be properly addressed to the party to whom the same is directed at its
address as follows:

               If to NDC, to:

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


               If to Global Payments, to:

                    Global Payments Inc.
                    Four Corporate Square
                    Atlanta, GA 30329
                    Attention: General Counsel


     Either party may, by written notice delivered to the other party in
accordance with this Section 8.07, change the address to which delivery of any
notice shall thereafter be made.

                                      -19-

<PAGE>
 
     Section 8.08  Disputes.  All disputes arising from or in connection with
                   --------                                                  
this Agreement, whether based on contract, tort, statute or otherwise,
including, but not limited to, disputes in connection with claims by third
parties (collectively, "Disputes"), shall be resolved only in accordance with
the provisions of Section 15.10 of the Distribution Agreement.

     Section 8.09  Amendment and Waiver.  This Agreement may not be altered or
                   --------------------                                       
amended, nor may any rights hereunder be waived, except by an instrument in
writing executed by the party or parties to be charged with such aleration,
amendment or waiver.  No waiver of any terms, provision or condition of or
failure to exercise or delay in exercising any rights or remedies under this
Agreement, in any one or more instances, shall be deemed to be, or construed as,
a further or continuing waiver of any such term, provision, condition, right or
remedy or as a waiver of any other term, provision or condition of this
Agreement.

     Section 8.10  Assignment.  Neither party to this Agreement will convey,
                   ----------                                               
assign or otherwise transfer any of its rights or obligations under this
Agreement without the prior written consent of the other party in its sole and
absolute discretion, except that other than as expressly provided herein any
party may (without obtaining any consent) assign any of its rights hereunder to
a successor to all or any part of its business.  Any such conveyance, assignment
or transfer requiring the prior written consent of another party which is made
without such consent will be void ab initio.  No assignment of this Agreement
will relieve the assigning party of its obligations hereunder.

     Section 8.11  Captions.  The article, section and paragraph captions herein
                   --------                                                     
and the table of contents hereto are for convenience of reference only, do not
constitute part of this Agreement and will not be deemed to limit or otherwise
affect any of the provisions hereof.  Unless otherwise specified, all references
herein to numbered articles or sections are to articles and sections of this
Agreement and all references herein to annexes or schedules are to annexes and
schedules to this Agreement.

     Section 8.12  Severability.  If any provision of this Agreement or the
                   ------------                                            
application thereof to any person or circumstance is determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to persons or
circumstances other than those as to which it has been held invalid or
unenforceable, will remain in full force and effect and will in no way be
affected, impaired or invalidated thereby.  If the economic or legal substance
of the matters contemplated hereby is affected in any manner adverse to any
party as a result thereof, the parties will negotiate in good faith in an effort
to agree upon a suitable and equitable substitute provision to effect the
original intent of the parties.

     Section 8.13  Parties in Interest.  Neither of the parties hereto may
                   -------------------                                    
assign its rights or delegate any of its duties under this Agreement without the
prior written consent of the other party.  This Agreement shall be binding upon,
and shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.  Nothing contained in this Agreement, 

                                      -20-

<PAGE>
 
express or implied, is intended to confer any benefits, rights or remedies upon
any person or entity other than members of the NDC Group and the Global Payments
Group.

     Section 8.14  Schedules.  All annexes and schedules attached hereto are
                   ---------                                                
hereby incorporated in and made a part of this Agreement as if set forth in full
herein.  Capitalized terms used in the schedules hereto but not otherwise
defined therein will have the respective meanings assigned to such terms in this
Agreement.

     Section 8.15  Waivers; Remedies.  No failure or delay on the part of either
                   -----------------                                            
NDC or Global Payments in exercising any right, power or privilege hereunder
will operate as a waiver thereof, nor will any waiver on the part of either NDC
or Global Payments of any right, power or privilege hereunder operate as a
waiver of any other right, power or privilege hereunder, nor will any single or
partial exercise of any right, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege hereunder.  The rights and remedies herein provided are cumulative and
are not exclusive of any rights or remedies which the parties may otherwise have
at law or in equity.

     Section 8.16  Further Assurances and Consents.  In addition to the actions
                   -------------------------------                             
specifically provided for elsewhere in this Agreement, each of the parties
hereto will use its reasonable efforts to (a) execute and deliver such further
instruments and documents and take such other actions as any other party may
reasonably request in order to effectuate the purposes of this Agreement and to
carry out the terms hereof and (b) take, or cause to be taken, all actions, and
do, or cause to be done, all things, reasonably necessary, proper or advisable
under applicable laws, regulations and agreements or otherwise to consummate and
make effective the transactions contemplated by this Agreement, including,
without limitation, using its reasonable efforts to obtain any consents and
approvals, make any filings and applications and remove any liens, claims,
equity or other encumbrance on an Asset of the other party necessary or
desirable in order to consummate the transactions contemplated by this
Agreement; provided that no party hereto shall be obligated to pay any
           --------                                                   
consideration therefor (except for filing fees and other similar charges) to any
third party from whom such consents, approvals and amendments are requested or
to take any action or omit to take any action if the taking of or the omission
to take such action would be unreasonably burdensome to the party or its Group
or the business thereof.

     Section 8.17  Counterparts.  This Agreement may be executed in one or more
                   ------------                                                
counterparts, each of which shall be deemed an original instrument, but all of
which together shall constitute one and the same Agreement.



                   (Signatures continued on following page)

                                      -21-

<PAGE>
 
                   (Signatures continued from previous page)


     IN WITNESS WHEREOF, the parties have caused this Employee Benefits
Agreement to be duly executed as of the day and year first above written.

                              NATIONAL DATA CORPORATION


                              By: /s/ Randolph L. M. Hutto
                                 ----------------------------------

                              Title: Chief Financial Officer
                                    -------------------------------


                              GLOBAL PAYMENTS INC.



                              By: /s/ Paul R. Garcia
                                 ----------------------------------

                              Title: Chief Executive Officer
                                    -------------------------------

                                      -22-



<PAGE>
 
                                                                    EXHIBIT 10.3
 
                         TRANSITION SUPPORT AGREEMENT

     This TRANSITION SUPPORT AGREEMENT is executed and made effective as of
January 31, 2001, 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 C 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 D 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 C and Exhibit E and NDC shall pay 
                      --------------------     ---------
Global Payments for all the services described on Exhibit D 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 Square
                    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: /s/ Randolph L. M. Hutto
                                       ---------------------------------
                                   Name: Randolph L. M. Hutto
                                   Title: Chief Financial Officer


                                   GLOBAL PAYMENTS INC.


                                   By: /s/ Paul R. Garcia
                                       ---------------------------------
                                   Name: Paul R. Garcia
                                   Title: Chief Executive Officer

                                      -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:/s/ Randolph L. M. Hutto
   ------------------------


GLOBAL PAYMENTS INC.


By:/s/ Paul R. Garcia
   ------------------

<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 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.

<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: /s/ Randolph L. M. Hutto
    ------------------------


GLOBAL PAYMENTS INC.


By: /s/ Paul R. Garcia
    ------------------

<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.

                                      -2-

<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: /s/ Randolph L. M. Hutto
    ------------------------


GLOBAL PAYMENTS INC.


By: /s/ Paul R. Garcia
    ------------------

<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:  /s/ Randolph L. M. Hutto
     ------------------------


GLOBAL PAYMENTS, INC.

By:  /s/ Paul R. Garcia
     ------------------

<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' 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 entitled 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 subrogration 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.

<PAGE>
 
Fee for Use of Space
--------------------

     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.

                                      -2-

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

PROVISION OF OFFICE SERVICES FOR CHAIRMAN OF BOARD OF DIRECTORS

1.   Services. NDC will provide to Global Payments office space and
     --------                                                      
administrative services in NDC's headquarters building as described on Schedule
E-1 attached to this Exhibit E.
                     --------- 

2.   Cost. Global Payments shall pay NDC for the use of such space and
     ----                                                             
administrative assistance as described on Schedule D-1.


APPROVED:
---------

NATIONAL DATA CORPORATION


By:  /s/ Randolph L. M. Hutto
     ------------------------


GLOBAL PAYMENTS, INC.

By:  /s/ Paul R. Garcia
     ------------------

                                      -3-

<PAGE>
 
                                 SCHEDULE E-1


Provision of Office Space and Administrative Assistant to Chairman of the Board
-------------------------------------------------------------------------------

     Beginning on the Distribution Date and continuing for so long as Robert A.
Yellowlees shall serve as Chairman of the Board of Directors of Global Payments,
NDC shall provide Mr. Yellowlees with the use of office space in NDC's
headquarters building, the services of an administrative assistant who shall
also serve as administrative assistant to an executive or other employee of NDC,
and other office administrative services necessary for the performance of Mr.
Yellowlees' service as Chairman of the Board of Directors of Global Payments.

     As compensation for such services, Global Payments shall pay to NDC, on a
monthly basis, the sum of (i) $846, which represents an assumed rental rate of
$19.65 per square foot on 517 square feet, which is one half (1/2) of the square
feet of office space proposed to be occupied by Mr. Yellowlees and the
administrative assistant working with him in NDC's headquarters building, plus
(ii) $2,298, which represents one-quarter (1/4) of the total burdened labor cost
of the administrative assistant working with the Chairman.



<PAGE>
 
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                      <C>
Article 1 Definitions and Rules of Construction........................................   2
 Section 1.1 Terms Defined in the Agreement............................................   2
 Section 1.2 Rules of Construction.....................................................   2

Article 2 Provision of Services........................................................   2

Article 3 Nature of Engagement.........................................................   3

Article 4 Allocation of Costs..........................................................   3

Article 5 Acknowledgment of Unique Relationship........................................   4

Article 6 Invoices and Payments........................................................   4
 Section 6.1 Invoices..................................................................   4
 Section 6.2 Payment...................................................................   5

Article 7 Term and Termination.........................................................   5
 Section 7.1 Initial Term..............................................................   5
 Section 7.2 Renewal Terms.............................................................   5
 Section 7.3 Extension of Telecom Carrier Contract Services............................   6
 Section 7.4 Extension in Connection with Termination Assistance.......................   6
 Section 7.5 Termination...............................................................   6
 Section 7.6 Rights Upon Termination...................................................   6
 Section 7.7 Cessation of Performance; Payment.........................................   7
 Section 7.8 Termination Assistance Services...........................................   7
 Section 7.9 Survival of Selected Provisions...........................................   8

Article 8 Ownership of Certain Equipment...............................................   8

Article 9 Service Levels...............................................................   9
 Section 9.1 General...................................................................   9
 Section 9.2 Future Service Levels.....................................................  10
 Section 9.3 Review and Remedy.........................................................  10

Article 10 Project Management and Administration.......................................  10
 Section 10.1 Senior Representatives; Monthly Reviews..................................  10
 Section 10.2 Account Managers; Weekly Meetings........................................  10
 Section 10.3 Capacity Planning........................................................  11
 Section 10.4 Ad Hoc Project Planning..................................................  11
 Section 10.5 Personnel
 Decisions......................................................  11
 Section 10.6 Efficient Use of Resources...............................................  11

Article 11 Software....................................................................  11
 Section 11.1 Third Party Agreements...................................................  11
</TABLE>
 

                                       i

<PAGE>
 

<TABLE> 
<S>                                                                                      <C> 
 Section 11.2 Shared Software..........................................................  12
 Section 11.3 Use and Licensing Restrictions on Shared Software........................  12
 Section 11.4 Derivative Works.........................................................  13
 Section 11.5 Application of Current Technology........................................  13

Article 12 Warranties And Additional Undertakings......................................  13
 Section 12.1 By Provider..............................................................  13
 Section 12.2 Security.................................................................  14
 Section 12.3 Virus Avoidance..........................................................  14
 Section 12.4 Disabling Codes..........................................................  14
 Section 12.5 Pass-Through Warranties..................................................  14
 Section 12.6 Disclaimer of Warranties.................................................  14
 Section 12.7 Noninfringement..........................................................  14
 Section 12.8 Regulatory Proceedings and Compliance with Laws..........................  15

Article 13 Confidential Information....................................................  15
 Section 13.1 Confidential Information of Recipient....................................  15
 Section 13.2 Confidential Information of Provider.....................................  15
 Section 13.3 Exclusions...............................................................  15
 Section 13.4 Disclosure...............................................................  16

Article 14 Indemnities.................................................................  16
 Section 14.1 Losses Defined...........................................................  16
 Section 14.2 Indemnities for Certain Losses...........................................  16
 Section 14.3 Limitation of Liability..................................................  17
 Section 14.4 Exclusion of Certain Damages.............................................  17
 Section 14.5 Duty to Mitigate.........................................................  17
 Section 14.6 Time Limit to Make Claims................................................  17

Article 15 Dispute Escalation and Mediation............................................  18
 Section 15.1 Resolution of Disputes by Account Managers...............................  18
 Section 15.2 Involvement of Senior Representatives....................................  18
 Section 15.3 Involvement of Chief Executive Officers..................................  18
 Section 15.4 Non-binding Mediation....................................................  18
 Section 15.5 Expenses of Mediation....................................................  18
 Section 15.6 Sole Remedy Upon Failure of Mediation....................................  19
 Section 15.7 Continuation of Services and Obligations Pending Resolution of Disputes..  19

Article 16 Miscellaneous...............................................................  19
 Section 16.1 General Audit Rights.....................................................  19
 Section 16.2 No Audit Rights for Telecommunication....................................  19
 Section 16.3 Recipient Responsible for Third Party Electronic Interfaces..............  20
 Section 16.4 Subcontracting...........................................................  20
 Section 16.5 Assignment...............................................................  20
 Section 16.6 Consents and Approvals...................................................  20
 Section 16.7 Relationship of the Parties..............................................  20
</TABLE>
 

                                      ii

<PAGE>
 

<TABLE> 
<S>                                                                                      <C> 
 Section 16.8 Non-solicitation or Hiring of Employees..................................  21
 Section 16.9 Expenses.................................................................  21
 Section 16.10 Notices.................................................................  21
 Section 16.11 Amendment and Waiver....................................................  22
 Section 16.12 Entire Agreement........................................................  22
 Section 16.13 Severability............................................................  22
 Section 16.14 Governing Law...........................................................  22
 Section 16.15 Force Majeure...........................................................  22
 Section 16.16 Counterparts............................................................  22

Exhibit 1.01--Index of Terms Defined in the Agreement..................................  24

Addendum I--Telecom Services...........................................................   1
 Telecom Carrier Contract Services.....................................................   1
 Telecom Support Services..............................................................   1
 Charges...............................................................................   1
 Expiration / Extension of Current Telecom Carrier Contracts...........................   1
 Telecom Locations.....................................................................   1
 Overview of Telecom Support Services..................................................   2
 Specific Telecom Support Services.....................................................   2
 Personnel Levels and Skills Maintenance...............................................   4

Addendum II--Tandem Services...........................................................   1
 General...............................................................................   1
 Locations.............................................................................   1
 Specific Tandem Services..............................................................   1
 Interface Management..................................................................   2
 Personnel Levels and Skills Maintenance...............................................   2
 Reporting.............................................................................   2

Addendum III--Transition Services......................................................   1
 General...............................................................................   1
 Locations.............................................................................   1
 Specific Transition Support Services..................................................   1
 Cessation of Transition Support Services..............................................   2

Addendum IV--Ad Hoc Services...........................................................   1
 General...............................................................................   1
 Project Requests; Project Management..................................................   1
 Resource Commitment...................................................................   1

Addendum V--Allocation of Costs........................................................   1
 Cost of Services......................................................................   1
 ----------------
 Costing Methodologies for Telecom Services............................................   3
 ------------------------------------------
 Costing Methodologies for Tandem Services.............................................   3
 -----------------------------------------
</TABLE>
 

                                      iii

<PAGE>
 

<TABLE> 
<S>                                                                                       <C> 
Addendum VI--Termination Fee...........................................................   1

Addendum VII--Capacity Planning........................................................   1
 12-Month Rolling Forecasts............................................................   1
 Additional Capacity Requirements......................................................   1
</TABLE>
 

                                      iv

<PAGE>
 
 
                Intercompany Systems/Network Services Agreement

     This Intercompany Systems/Network Services Agreement (the "Agreement") is
between National Data Corporation, a Delaware corporation ("NDC" or "Provider"),
and Global Payments Inc., a Georgia corporation ("Global" or "Recipient")
(Global and NDC are each referred to as a "Party" and both are referred to as
the "Parties"), and is dated as of and is made effective as of January 31, 2001
(the "Effective Date").

                                  Background

     Prior to the Effective Date, NDC had two primary areas of business, the
processing of  electronic payments and related information transactions (the
"eCommerce Business") and the processing of Healthcare provider claims and
related transactions among health care providers and health care insurers as
well as providing Healthcare data base information. (the "Health Business")

     The Board of Directors of NDC has determined that it is in the best
interests of NDC and its shareholders for NDC to transfer and assign to Global
the capital stock of National Data Payment Systems, Inc., Global Payment Holding
Company, NDC Holdings (UK) Ltd., Merchant Services U.S.A. and their respective
subsidiaries (the "NDC Global Subsidiaries") that hold all of the assets and
liabilities that currently constitute NDC's Global business and a 0.85% general
partnership interest in GPS Holding Limited Partnership as a contribution to the
capital of Global and to receive in exchange therefor shares of Global common
stock, and to thereafter make a distribution (the "Distribution") on a date (the
"Distribution Date") to the holders of NDC common stock of all of the
outstanding shares of Global common stock at the rate of eight-tenths (0.8) of a
share of Global 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 (the "Distribution Agreement"). The Parties intend that the
transactions described in the Distribution Agreement will be effective at the
Effective Time (as that term is defined in the Distribution Agreement). Upon the
Effective Time, NDC's business will be the Health Business, and Global's
business will be the eCommerce Business.

     Although the transactions provided for in the Distribution Agreement and
the Ancillary Agreements (as that term is defined in the Distribution Agreement)
will provide for the separation of NDC and Global into separate and distinct
entities and the substantial separation of their operations, and although the
Parties had, prior to the Effective Date, begun (and in some cases, completed)
the separation of certain computer system and network system functions, other
computer systems and network activities presently shared by the Parties, such as
the network of interrelated Tandem computers and related devices and systems
(the "Tandem System"), and the telecommunication contracts and related devices
and systems (the "Telecom System") that serve both the Health Business and the
eCommerce Business should not be separated as of the Effective Date for economic
reasons for both companies.

     Accordingly, the Parties deem it to be appropriate and in their best
interests in connection with the Distribution that NDC shall provide to Global
certain services upon the terms and conditions of this Agreement for the period
provided for herein and that Global will reimburse 

<PAGE>
 
NDC for such services, on an allocated cost basis, plus certain fees for
administrative costs.

                             Terms and Conditions

     Now, Therefore, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereto agree as follows:

               Article 1  Definitions and Rules of Construction

Section 1.1  Terms Defined in the Agreement

     An index of terms defined in the body of the Agreement is attached hereto
as Exhibit 1.01--Index of Terms Defined in the Agreement.

Section 1.2  Rules of Construction

     In this Agreement, unless the context requires otherwise, the singular
shall include the plural and vice versa.  The words "including," "includes" or
"included," shall be deemed to be followed by the words "without limitation."

                       Article 2  Provision of Services

     (a) "Services" means the services described (i) in Addendum I--Telecom
Services (the "Telecom Services," which term refers to both the Telecom Carrier
Contract Services described therein (the "Telecom Carrier Contracts Services")
and the Telecom Support Services described therein (the "Telecom Support
Services")); (ii) in Addendum II--Tandem Services (the "Tandem Services"); (iii)
in Addendum III--Transition Services (the "Transition Services"); and (iv) in
Addendum IV--Ad Hoc Services (the "Ad Hoc Services").

     (b) Starting on the Effective Date and continuing during the Term, Provider
shall provide the Services to, and perform the Services for, Recipient, subject
to the terms and conditions of this Agreement.

     (c) There may be functions, responsibilities, activities and tasks not
specifically described in this Agreement which are required for the proper
performance and provision of the Services and are an inherent part of, or a
necessary sub-part included within, the Services.  If such functions,
responsibilities, activities and tasks are determined to be required for the
proper performance and provision of the Services, or are an inherent part, or a
necessary sub-part included within, the Services, such functions,
responsibilities, activities and tasks shall be deemed to be implied by and
included within the scope of the Services, to the same extent and in the same
manner as if specifically described in this Agreement.  Each such determination
shall be made by agreement of the Parties or resolved pursuant to the dispute
resolution provisions of Article 15 hereof.

     (d) During the Term, each Party may exercise control over some portion(s)
of the facilities to be used to provide and perform the Services for Recipient.
Each Party shall provide 

                                       2

<PAGE>
 
the other Party and its employees, agents and representatives reasonable access
to such portion(s) of the facilities as necessary or appropriate for the
performance, delivery and use of the Services and for the operation,
maintenance, upgrade, support and use of any other hardware, software and other
resources owned or leased by either Party and located in the facilities.

                        Article 3  Nature of Engagement

     (a) During the Term, Provider will be the exclusive provider to Recipient
of the Tandem Services (the "Tandem Exclusive"), subject to termination of the
Tandem Exclusive upon any termination of this Agreement pursuant to Article 7
hereof, and with the exception that the Recipient may engage one or more third
parties to perform, or may itself perform, services in the nature of Telecom
Support Services in connection with its own contracts with telecommunications
carriers permitted by this Agreement.

     (b) Notwithstanding the foregoing, the Tandem Exclusive shall not prohibit
Recipient from itself performing or from causing third parties to perform and
deliver to Recipient services similar or identical to the Tandem Services,
provided that such additional services are provided or delivered by using a
technology platform other than a platform of a type that was used by Provider on
the Effective Date to provide and deliver the Tandem Services hereunder.
Accordingly, Provider acknowledges that, during the Term, Recipient may
purchase, lease, develop, construct and/or build a front-end processing system
and/or separate technology platform whose performance and functionality is
substantially similar to the Tandem System provided that such new front-end
processing system or technology platform is not a platform of the type that was
used by Provider on the Effective Date.  Further, Recipient may, during the
Term, use any such system purchased, leased, developed, constructed and/or built
by it to perform services similar or identical to the Tandem Services for and on
behalf of Recipient or any of its customers, subject to Recipient's minimum
volume commitments for the Tandem Services.  Additionally, the Tandem Exclusive
(i) shall not apply to Recipient's cash management business and operations, (ii)
shall not require any corporation, business unit, business division, or other
entity acquired by Recipient during the Term whether by merger, consolidation or
otherwise to use the Tandem Services, and (iii) shall not require any
corporation, business unit, business division, or other entity that acquires
Recipient during the Term whether by merger, consolidation or otherwise to use
the Tandem Services (but in such case the Tandem Exclusive will continue to
apply to Recipient, and Recipient shall be required to obtain the Tandem
Services from Provider).

                        Article 4  Allocation of Costs

     All costs incurred by Provider in connection with the provision of the
Services will be allocated between the Parties as described in the body of this
Agreement or in Addendum V--Allocation of Costs.  Costs will be estimated and
allocated on a fiscal year basis, based on the process described in Addendum V--
Allocation of Costs.

     Recipient acknowledges and agrees that Provider will incur both fixed and
variable costs and make commitments to incur such costs, including personnel,
equipment and other contractual commitments, based on the volume of Telecom
Carrier Contract Services or Tandem Services of 

                                       3

<PAGE>
 
Provider and Recipient which are projected as part of the 12-month rolling
forecasts described in Addendum VII and referred to in Addendum V (the
"Projected Volumes"). If, for any reason, including reasons beyond Recipient's
control, such as a loss of customers, (i) Recipient's actual use of Telecom
Carrier Contract Services or Tandem Services is less than the Projected Volumes,
or (ii) Recipient expects to require a lower volume of Telecom Carrier Contract
Services or Tandem Services than the Projected Volumes, Recipient must notify
Provider of such losses (or anticipated losses) within thirty (30) days after
the date that Recipient has notice of such losses or anticipated losses.
Notwithstanding any such lower volumes during a fiscal year, no reductions in
allocations for the fixed costs of Provider or charges made in accordance with
such fixed cost allocations will be made for such fiscal year. Provider will,
however, use commercially reasonable efforts to eliminate the variable costs
associated with the provision of the Services and the attendant reduction in
costs will be shared by the Parties on a pro rata or other equitable basis.

     All fixed costs, including budgeted costs for a fiscal year and any other
costs actually incurred for a fiscal year (for example, unbudgeted raises for
personnel that were planned for such fiscal year, unbudgeted new hires required
to perform the Services, or unbudgeted increases in license fees for Third Party
Software used to provide Services) shall be considered minimums for such fiscal
year.  Provider will, however, use commercially reasonable efforts to reduce the
fixed costs during the Term and, to the extent that Provider is able to achieve
a reduction in costs, the reductions in costs will be shared by the Parties on a
pro rata or other equitable basis.

               Article 5  Acknowledgment of Unique Relationship

     The Parties acknowledge and agree that the relationship established by this
Agreement, which has been established as a result of the fact that, prior to the
Distribution Date, the Services were provided to the Health Business and the
eCommerce Business from a unified system, is unique.  The Parties further
acknowledge and agree that, after the Distribution Date, (i) the Tandem Services
will be provided to Recipient by Provider using the same integrated, networked
computer system that provides similar services to Provider's business; (ii) the
Telecom Carrier Contract Services obtained for Recipient are and will be managed
and supervised as part of similar services obtained for Provider's business
using the same integrated, networked system; (iii) the costs to both Parties of
obtained telecommunications carriage services will likely increase if the
Parties are unable to take advantage of their combined volume needs; and (iv)
because the Parties are sharing systems, any diminution of quality, services
levels, reliability, uptime of systems or similar matters, including the Telecom
Carrier Contract Services and the Tandem Services, will impact both Parties
equally.  Finally, the Parties acknowledge and agree that the Services are not
being provided by Provider in order to make a profit, but instead, the fees and
expenses of providing the Services are based on an allocation of costs as more
fully described in Addendum V hereto.

                       Article 6  Invoices and Payments

Section 6.1  Invoices

     Provider will provide Recipient monthly invoices which shall list with
respect to the 

                                       4

<PAGE>
 
period covered by such invoice the estimated fixed and variable costs for such
period, any other charges that comprise the monthly charge determined in
accordance with Addendum V hereto, and any other charges provided for by this
Agreement. Within forty-five (45) business days following the end of each
quarter, Provider will provide Recipient with a statement that reconciles the
estimated fixed and variable costs allocated on a monthly basis for such quarter
with the fixed and variable costs actually incurred for such quarter, and
provide a credit for any excess payment, and submit an invoice for any
underpayment.

     Provider will use commercially reasonable efforts to provide Recipient with
an invoice by the third business day of the month following the month in which
the Services were rendered.

     Recipient must notify Provider of any objection within thirty (30) days
after its receipt of the invoice, and must provide reasonable details as to
specific charges to which Recipient objects, and the basis for such objection.

Section 6.2  Payment

     Recipient agrees to pay Provider all costs allocated to it in accordance
with this Agreement and all other charges that Provider is entitled to charge
pursuant to this Agreement by wire transfer to a bank account designated by
Provider electronically within two business days of the time of Recipient's
receipt of an invoice prepared in accordance with Section 6.1 hereof.  Any
payments for overcharges or undercharges required under Section 6.1 or Section
16.1 hereof shall be made within ten (10) days of discovery of such overcharge
or undercharge and shall also be made by wire transfer to a bank account
designated by Recipient or Provider, as the case may be.

     If any portion of an amount due to Provider under this Agreement is subject
to a dispute between the Parties, Recipient shall nonetheless pay and remit to
Provider on the date such amount is due all amounts not disputed in good faith
by Recipient.

                        Article 7  Term and Termination

Section 7.1  Initial Term

     This Agreement shall begin on the Effective Date, and shall expire on the
day before the third annual anniversary of the Effective Date (the "Initial
Term"), unless (i) renewed or extended as provided in Section 7.2, Section 7.3
or Section 7.4 hereof or (ii) terminated earlier in accordance with the terms of
this Agreement.

Section 7.2  Renewal Terms

     This Agreement may be renewed for one renewal term of one (1) year if,
during the Initial Term, Recipient gives written notice of renewal at least 360
days prior to the last day of the Initial Term.

     If Recipient renews this Agreement in accordance with the foregoing
paragraph, then this Agreement may be renewed for a second renewal term of one
(1) year if Recipient gives written notice of the second renewal at least 360
days prior to the last day of the first Renewal Term (the 

                                       5

<PAGE>
 
Initial Term and each Renewal Term are collectively referred to herein as the
"Term").

Section 7.3  Extension of Telecom Carrier Contract Services

     If, during the Term and with the consent of Recipient, Provider enters into
any new Third Party Agreement for telecommunications carrier services, or, after
receiving the prior written consent of Recipient, extends or renews any existing
Third Party Agreement for telecommunications carrier services in order to
provide Telecom Carrier Contract Services to Recipient and Provider, and such
new, extended or renewed Third Party Agreement for telecommunications carrier
services expires after the Term, then this Agreement shall be extended (but only
for Telecom Carrier Contract Services and not for Telecom Support Services or
other Services and not for purposes of the Tandem Exclusive) until any such new,
extended or renewed contract has expired.

Section 7.4  Extension in Connection with Termination Assistance

     If, pursuant to Section 7.8, Recipient requests that Provider provide
Termination Assistance Services, then this Agreement shall be extended (but not
for purposes of the Tandem Exclusive) during the period that Provider provides
such Termination Assistance Services.

Section 7.5  Termination

     (a) Recipient may terminate this Agreement for the following reasons:

         (i)   For convenience by giving Provider at least one (1) year prior
     notice designating the termination date and paying the amounts described in
     Addendum VI--Termination Fee (the "Termination Fee"); or

         (ii)  if Provider becomes insolvent or is unable to pay its debts or
     enters into or files (or has filed or commenced against it) a petition,
     arrangement, application, action or other proceeding seeking relief or
     protection under the bankruptcy laws of the United States or any similar
     laws of the United States or any state of the United States, or make a
     general assignment for the benefit of creditors;

         (iii) Under the circumstances described in the Procedures Manual (as
     defined below) by giving such notice, and paying such fees, if any
     described in the Procedures Manual, and by paying the Termination Fee.

     (b) Provider may terminate this Agreement if Recipient defaults in the
payment when due of any undisputed amount due to Provider and does not cure such
default within thirty (30) days after receiving notice of the default.  Upon any
such termination, Recipient shall pay Provider all charges and costs accrued and
payable through the date of termination plus the Termination Fee.

Section 7.6  Rights Upon Termination

     At the expiration or earlier termination of this Agreement for any reason,
however 

                                       6

<PAGE>
 
described, the Parties agree as follows:

     (a) Upon Recipient's request, Provider agrees to transfer to Recipient that
portion of the equipment and hardware used by Provider as of the Effective Date
to provide the Services to Recipient, in accordance with the terms of Article 8
below;

     (b) Each Party will provide to the other a source code and object code
license to any derivative works of Shared Software required to be provided under
Section 11.4 below;

     (c) If Provider is a licensee of any software which is used only for the
purpose of providing Services to Recipient, Recipient may elect to take a
transfer or an assignment of such license, subject to the terms of such license,
and provided that Recipient assumes responsibility for any maintenance or other
payments under such Third Party Agreements that arise or become due and payable
after the effective date of termination or expiration of the Agreement.  In the
event of a transfer or assignment pursuant to this Section 7.6(c), Recipient
shall also pay any transfer fee or similar charge imposed by the applicable
vendor;

     (d) If Provider is a licensee of any software which is used both for the
purpose of providing Services to Recipient and for Provider's own needs, and
Recipient must obtain its own license if it intends to use such software after
the effective date of termination or expiration of this Agreement  each Party
will be responsible for obtaining their respective licenses, but if any one-time
fee is imposed by a vendor to grant such license (but not any ongoing fees or
royalty payments), such one time fee shall be shared by the parties equally, and

     (e) Upon Recipient's request, Provider will transfer or assign to Recipient
or its designee, on mutually acceptable terms and conditions, any Third Party
Agreements not otherwise treated in this Article 7.

Section 7.7  Cessation of Performance; Payment

     Upon expiration or termination of this Agreement for any reason, except as
provided in Section 7.8, Provider will cease to have any obligation to perform
the Services hereunder, and Recipient will pay and remit to Provider all amounts
due to Provider for all Services provided and expenses incurred (including those
expenses that Provider had paid, or has become committed to making on
Recipient's behalf but which, instead of being concurrently billed, were to be
included in future payments to be made by Recipient) through the date of such
expiration or termination.

Section 7.8  Termination Assistance Services

     In connection with the expiration or termination of this Agreement for any
reason, Provider will, at the request of Recipient, (i) provide the Tandem
Services for up to six (6) months and (ii) provide the termination assistance
services reasonably requested by recipient  for up to twelve (12) months, in
each case as reasonably needed by Recipient in order to assist Recipient in the
orderly transfer of the Services from Provider to Recipient or to another
services provider (collectively, the "Termination Assistance Services");
provided, however, that (i) Recipient shall be obligated to pay all fees and
expenses of Provider incurred in connection with the rendering of said
Termination Assistance Services, and (ii) upon a termination by Provider

                                       7

<PAGE>
 
pursuant to Section 7.5(b), Provider shall not be required to provide
Termination Assistance Services unless Recipient prepays the applicable monthly
charges for the entire duration of the Termination Assistance Services within 30
days of notice of its intent to terminate.

Section 7.9  Survival of Selected Provisions

     Notwithstanding the expiration or earlier termination of this Agreement for
any reason, however described, the following sections of this Agreement shall
survive any such expiration or termination: Article 1, Section 7.4, Section 7.6,
Section 7.7, Section 7.8, Section 7.9, Article 8, Section 11.2, Section 11.3,
Section 11.4, Article 13, Article 14, Article 15, Section 16.8, Section 16.10,
Section 16.11, Section 16.12, Section 16.13 and Section 16.14.  Upon termination
or expiration of this Agreement, all rights and obligations of the Parties under
this Agreement will immediately cease and terminate (except for the rights and
obligations under those Sections specifically designated to survive in this
Section 7.8).

                   Article 8  Ownership of Certain Equipment

     (a) During the Term, Provider may purchase one or more items of computer
equipment and related devices to be added to the Tandem System, the Telecom
System and any other systems used to provide the Services (the "Ancillary
Systems") in order to satisfy the capacity requirements of Recipient as
reasonably determined by it pursuant to the capacity planning process described
in Addendum VII - Capacity Planning.  All such equipment and devices (the "Added
Devices") shall be owned by Provider.  Provider will be responsible for
maintaining, supporting and operating the Added Devices subject to payment by
Recipient of the actual costs incurred by Provider determined in accordance with
Addendum V hereto.

     (b) Recipient will pay Provider a monthly fee for the Added Devices equal
to (i) (w) the sum of the invoice price for each such Added Device plus any
installation costs associated with the integration and implementation of the
Added Device into the Tandem System divided by (x) the number of months over
which such Added Device is depreciated by Provider for financial accounting
purposes (provided that the depreciation method is in accordance with generally
accepted accounting principles and is approved by Recipient (which approval
shall not be unreasonably withheld)) plus in each month (ii) an amount equal to
(y) the monthly rate of interest paid by Provider during the immediately
preceding month under its principal credit line multiplied by (z) the remaining
undepreciated amount described in clause (i)(w) above as of the first day of the
month for which the fee is being calculated.  Upon the expiration or termination
of this Agreement, Recipient must pay an amount equal to the sum of the
remaining monthly payments required to be paid by Recipient to Provider for such
Added Devices under this subsection (b), and shall acquire possession and
ownership of such Added Devices from Provider by paying to Provider the sum of
(y) any unrecovered/undepreciated capitalized cost of such Added Devices
remaining on Provider's balance sheet; and (z) one-half of Provider's reasonable
expenses to transfer possession of same to Recipient (including without
limitation, the remaining costs of any Added Devices as required above, any
costs incurred by Provider in connection with the disconnection of the Added
Devices, any cost of reconnecting any portions of the Tandem System, the Telecom
System or any Ancillary System necessitated by the disconnection of the Added
Devices, and all crating and shipping charges).  Any leasehold improvements
required in 

                                       8

<PAGE>
 
connection with any Added Devices will be governed by the Lease Agreement dated
as of January 31, 2001 with respect to the headquarters site.

     (c) In addition, upon the expiration or termination of this Agreement,
Recipient may acquire possession and ownership from Provider of that portion of
the Tandem System, the Telecom System and any Ancillary System owned by Provider
and used by Provider as of the Effective Date to provide Services to Recipient,
or that Provider otherwise agrees to transfer to Recipient, upon payment of an
amount equal to the sum of (i) any unrecovered/undepreciated capitalized cost of
such portion of the Tandem System, the Telecom System and any Ancillary System
to be acquired by Recipient remaining on Provider's balance sheet; and (ii) one-
half of Provider's reasonable expenses to transfer ownership and possession of
same to Recipient (including without limitation any costs incurred by Provider
in connection with disconnection of such equipment and devices, any cost of
reconnecting any portions of the Tandem System, the Telecom System or any
Ancillary System necessitated by the disconnection of such equipment and
devices, and all crating and shipping charges).  Provider represents, warrants
and covenants that any and all computer equipment and related devices
transferred to Recipient pursuant to this Article 8 shall be in good working
condition as of the date of transfer to Recipient.

     If any portion of the Tandem System, the Telecom System or any Ancillary
System that Recipient acquires under this Article 8 is subject to a third party
lien or security interest, Recipient , in addition to any other payment required
by this Section, must assume Provider's obligations under such lien or security
interest if permitted by the terms of the applicable lien or security interest,
and if not permitted, satisfy such lien or security interest.

     (d) Provider and Recipient acknowledge and agree that either party may
purchase equipment and devices for its exclusive use (the "Exclusive Devices")
that will interconnect with the Tandem System, the Telecom System or Ancillary
Systems; provided, however, that the party wishing to interconnect an Exclusive
Device must first demonstrate that the interconnection of such Exclusive Device
to the Tandem System will not materially and adversely affect the integrity,
security, functionality or performance of the Tandem System.  The Party adding
such Exclusive Device will be responsible for maintaining, supporting and
operating it.  The Parties may, however, negotiate a fee pursuant to which
Provider will maintain, support and operate an Exclusive Device of Recipient
during the Term.

                           Article 9  Service Levels

Section 9.1  General

     The Parties have agreed to a procedures manual (the "Procedures Manual")
that governs the performance of the Services by Provider.  Provider agrees that
the performance and delivery of the Services will meet or exceed any agreed upon
service levels to be set forth in the Procedures Manual, and Recipient agrees
that its only remedies for the failure of the performance or delivery of the
Services to meet or exceed any agreed upon service levels set forth in the
Procedures Manual will be the remedies, if any, set forth in the Procedures
Manual.

                                       9

<PAGE>
 
Section 9.2  Future Service Levels

     If a service level for a particular Service or aspect of the Services is
not set forth in the Procedures Manual, and Recipient requests that one or more
service levels be established for a particular aspect of the Services, then
Provider, with the assistance of Recipient, shall perform an assessment of the
historical service levels as they existed for the twelve (12) month period
before the Effective Date for such aspect of the Services, and Provider will
propose service levels based on that assessment. When service levels for such
aspect of the Services have been accepted in writing by Recipient and Provider,
such service levels shall be incorporated into the Procedures Manual, and
Provider will thereafter perform in accordance with such new service levels.
The Parties intend that any and all service levels will not be less favorable to
Recipient during the Term than they are at the initiation of the Services
pursuant to this Agreement.

Section 9.3  Review and Remedy

     The Parties will review the extent to which the Services were performed in
accordance with the Procedures Manual as part of each Monthly Review (as that
term is defined below). If the Services have been performed at a level below any
applicable service levels included in the Procedures Manual, each Party may
propose one or more remedies if no specific remedy is set forth in the
Procedures Manual.  These remedies can include modification of the applicable
service levels, equipment changes or changes in operational processes.  If,
after the involvement of the Senior Representatives, the Parties are unable to
agree to remedies, either Party may invoke the provisions of Article 15.
Notwithstanding the foregoing, in the event that the Parties cannot reach
agreement regarding a remedy for a failure to meet applicable service levels
after resort to the dispute resolution procedures set forth in Article 15, then
the Parties may pursue the remedies, if any, available under the Procedures
Manual.

               Article 10  Project Management and Administration

Section 10.1  Senior Representatives; Monthly Reviews

     Provider and Recipient each shall appoint a senior member of management to
represent them with respect to the relationship of the Parties hereunder (each,
a "Senior Representative"). The Provider Senior Representative and the Recipient
Senior Representative shall meet at least one time each calendar month (the
"Monthly Review") to review Provider's performance under this Agreement.

Section 10.2  Account Managers; Weekly Meetings

     Provider and Recipient will each appoint an account manager to serve as
such Party's main contact with the other Party for project and request
submissions, status reporting, disputes and other issues related to this
Agreement (each, an "Account Manager").  The Account Managers shall hold weekly
meetings (the "Weekly Meetings") to discuss performance under this Agreement and
all operational and administrative issues relating thereto.  The Weekly Meeting
will be the formal mechanism for Recipient to submit new Ad Hoc Project requests
and discuss on-going Ad Hoc Projects.

                                       10

<PAGE>
 
Section 10.3  Capacity Planning

     The Parties will plan for future capacity needs, both with respect to the
Tandem System and the Telecom System, as set forth in Addendum VII--Capacity
Planning.

Section 10.4  Ad Hoc Project Planning

     The Parties will plan, and Provider shall perform, any and all ad hoc
projects needed by Recipient (each, an "Ad Hoc Project") as set forth in
Addendum IV--Ad Hoc Services.

Section 10.5  Personnel Decisions

     (a) Provider will consult with Recipient in each instance prior to
transferring, reassigning, terminating, hiring or making other changes in any of
the human resources allocated by Provider as of the Effective Date to the
performance and delivery of the Services, or, with respect to Ad Hoc Projects,
assigned to the performance of an Ad Hoc Project pursuant to Addendum IV hereto.
Provider will use commercially reasonable efforts to maintain continuity of the
persons performing Services under this Agreement.

     (b) If Recipient reasonably and in good faith determines that it is not in
Recipient's best interests for any Provider or subcontractor employee to be
appointed to perform or to continue performing any of the Services, Recipient
shall give Provider written notice specifying the reason for its position and
requesting that such employee not be appointed or be removed from the Provider
group servicing Recipient and be replaced with another Provider employee.
Promptly after its receipt of such a notice, Provider shall investigate the
matters set forth in the notice, discuss with Recipient the results of the
investigation, and the Parties will use commercially reasonable efforts to
resolve the matter on a mutually acceptable basis.  Since the Provider is
ultimately accountable for delivery of service to Recipient, Provider shall be
the party ultimately responsible for deciding the resolution of such issues.

Section 10.6  Efficient Use of Resources

     Provider shall take commercially reasonable actions to efficiently
administer, manage, operate and use the resources employed by Provider to
provide and perform the Services that are chargeable to Recipient under this
Agreement.

                             Article 11  Software

Section 11.1  Third Party Agreements

     (a) NDC represents and warrants that it has obtained all Required Consents
(as defined below) under the contractual, leasing and licensing arrangements
used by NDC to provide the Tandem Services and the Telecom Contract Carrier
Services (the "Third Party Agreements").  The parties have agreed on a list of
all Third Party Agreements.  NDC will use the services, products and software
licensed or acquired under the Third Party Agreements, together with the Shared
Software (as that term is defined below) and the computer hardware and other
devices owned by it to operate the Tandem System, the Telecom System and the
Ancillary 

                                       11

<PAGE>
 
Systems and to provide and deliver the Tandem Services and the Telecom Contract
Carrier Services to Recipient under the terms of this Agreement.

     (b) The Parties believe that the terms and conditions of the Third Party
Agreements permit Provider to provide the Tandem Services and the Telecom
Contract Carrier Services to Recipient pursuant to the terms of this Agreement
without any increase in any royalty fee or any other adverse change in the terms
and conditions of such agreements; however, to the extent that Provider
determines or has notice of any claim that any Third Party Agreement restricts
Provider from providing any of such Services, Provider shall promptly negotiate
an amendment to such Third Party Agreement so that it may provide such Services
(whether by the grant of a sublicense or otherwise), and in such event if
Provider incurs any increase in the cost of the royalty fee or other adverse
change in the terms and conditions of an existing Third Party Agreement, or
renewal or extension thereof, the Parties shall share proportionately in the
additional cost of such Third Party Agreement (or the increased royalties or the
cost of any other adverse change in the terms and conditions) that corresponds
to Recipient's proportionate use of such Third Party Agreement.  For purposes of
this Agreement, Required Consents means any consents or approvals required to be
obtained for the Recipient and Provider to have access to, and use of, the
space, equipment, software and/or third party services provided under the Third
Party Agreements in connection with the Services.

     Except as provided above, Provider will be responsible for the payment of
all license fees, royalty fees, maintenance fees, acquisition costs or similar
costs incurred in connection with the use of Third Party Software, all of which
will be included as part of the cost allocation process described in Addendum V-
-Allocation of Costs.  Recipient will be responsible for the payment of all
license fees, royalty fees, maintenance fees, acquisition costs or similar costs
of any Third Party Software used by Provider solely to provide Services to
Recipient, none of which will be included as part of the cost allocation process
described in Addendum V--Allocation of Costs.

Section 11.2  Shared Software

     Prior to the Effective Date, Provider had internally developed certain
software, some of which was used to support the Health Business, some of which
was used to support the eCommerce Business, and some of which (including, but
not limited to, the FrontEnd switch) was used to support both the Health
Business and the eCommerce Business (the "Shared Software").  Upon the Effective
Date, each Party will have joint ownership in all Shared Software.

Section 11.3  Use and Licensing Restrictions on Shared Software

     (a) Notwithstanding its joint ownership of the Shared Software, Provider
agrees that it may not, during the Term or at any time thereafter, use any
Shared Software to operate or facilitate the operation of any business
substantially similar to the eCommerce Business (except as required to perform
the Services for Recipient in accordance with this Agreement).

     (b) Notwithstanding its joint ownership of the Shared Software, Recipient
agrees that 

                                       12

<PAGE>
 
it may not, during the Term or at any time thereafter, use any Shared Software
to operate or facilitate the operation of any business substantially similar to
the Health Business.

     (c) The Parties agree that, in the event that any Shared Software is sold
or licensed by either Party during the Term to any third party, all net revenue
received in connection with such sale or license shall be divided equally
between the Parties.

     (d) In the event that either Party breaches the restrictions set forth in
this Article 11 with respect to Shared Software, the non-breaching Party shall
be entitled to seek injunctive relief and damages for such breach.

Section 11.4  Derivative Works

     (a) Each Party has the right to develop derivative works of any of the
Shared Software.  The Parties agree that derivative works of Shared Software
developed by a Party shall also be considered to be Shared Software and shall be
subject to all of the restrictions contained in Section 11.3 above, provided
however, in the case of a derivative work of Shared Software that executes
solely on a technology platform other than a Tandem platform, the restrictions
on use and licensing set forth in this Article 11 shall expire ten (10) years
after the effective date of the termination or expiration of this Agreement.

     (b) During the Term, each Party shall be obligated to furnish to the other
Party any and all derivative works of any Shared Software that execute on a
Tandem platform, but neither Party shall be obligated to furnish to the other
Party any derivative works of any Shared Software that executes solely on a
technology platform other than the Tandem platform.  After the Term, neither
Party shall be obligated to furnish the other Party any derivative works of any
Shared Software.

Section 11.5  Application of Current Technology

     In providing Services hereunder, Provider will continue to utilize the
technology that was used prior to the Effective Date.  Provider may not make
changes to its technology that materially and adversely affect the Services.

     If Recipient consents to any change to the technology used by Provider to
perform the Services, and the Parties determine that such change materially
increases the quality of the Services, any increased development costs, expenses
or fees associated with such technology changes will be shared by Provider and
Recipient based on the (proportionate) use of the Services that were materially
improved in quality.

              Article 12  Warranties And Additional Undertakings

Section 12.1  By Provider

     Provider will perform the Services in a professional and workmanlike
manner.

                                       13

<PAGE>
 
Section 12.2  Security

     Provider is responsible for running a professional data center with the
normal safeguards of an "average" business.  Provider shall perform the Services
in accordance with the physical and data security procedures set forth in the
Procedures Manual.

Section 12.3  Virus Avoidance

     Each Party will take commercially reasonable measures to ensure that no
virus or similar items are coded or introduced into any software used to provide
the Services and the operating environments used to provide the Services.  Both
Parties will continue to perform and maintain at least the virus protection and
correction procedures and processes in place at Provider prior to the Effective
Date.  If a virus is found to have been introduced into any software or
operating environment used to provide the Services, both Parties shall use
commercially reasonable efforts and diligently work to eliminate the effects of
the virus.  However, Provider shall take immediate action to remediate the
virus' proliferation in the Tandem System and the operating environment used to
provide the Services.  The Party causing or permitting a virus to be introduced
into any software or operating environment used to provide the Services shall
bear the costs associated with such efforts and the Losses caused by such a
virus.  If Recipient introduces or permits the introduction of a virus, Provider
shall be relieved of the affected services levels described in the Procedures
Manual to the extent such virus impacts Provider's ability to satisfy such
service levels.

Section 12.4  Disabling Codes

     Each Party agrees that it will not insert or use disabling codes in any
software or equipment used to provide the Services.  The Parties further
covenant that with respect to any disabling code that may be part of any
software or equipment used to provide the Services, neither Party will invoke
such disabling code at any time, including upon expiration or termination of
this Agreement for any reason.

Section 12.5  Pass-Through Warranties

     Provider agrees to pass through to Recipient any warranties given by its
third party vendors in connection with hardware, software or other products or
services used by Provider to provide the Services to the extent permitted by the
terms and conditions of such warranties.

Section 12.6  Disclaimer of Warranties.

     Except as otherwise expressly provided herein, neither party makes any
other representations or warranties, of any kind, nature or description,
including without limitation any warranties of merchantability or fitness for a
particular purpose.

Section 12.7  Noninfringement

     Each of the Parties covenants that it will perform its responsibilities
under this Agreement in a manner that does not infringe, or constitute an
infringement or misappropriation of, any 

                                       14

<PAGE>
 
patent, trade secret, copyright or other proprietary right of any third party.

Section 12.8  Regulatory Proceedings and Compliance with Laws

     Each Party agrees, at its cost and expense, to obtain all necessary
regulatory approvals applicable to its business, to obtain any necessary permits
for its business, and to comply with all laws and regulatory requirements
applicable to the performance of its obligations under this Agreement.  If a
Party seeking a regulatory approval or a necessary permit is dependant upon the
cooperation of other Party in order to obtain such approval or permit, the other
Party will provide such cooperation as is reasonably necessary provided that the
Party seeking such cooperation shall reimburse the cooperating Party for all
costs incurred in connection therewith.

                     Article 13  Confidential Information

Section 13.1  Confidential Information of Recipient

     Provider covenants and agrees to keep and hold in confidence all of
Recipient's data and other confidential or proprietary information (collectively
the "Recipient Confidential Information") provided hereunder or obtained in
connection herewith, and will use said Recipient Confidential Information only
in connection with the performance of the Services.  Provider will employ
substantially the same safeguards, but not less than reasonable safeguards, in
protecting the Recipient Confidential Information that it uses in safeguarding
confidential data of its own, or the confidential data of its customers, against
accidental or unauthorized deletion, destruction or alteration.

Section 13.2  Confidential Information of Provider

     Recipient covenants and agrees to keep and hold in confidence all of
Provider's data and other confidential or proprietary information (collectively
the Provider Confidential Information) provided hereunder or obtained in
connection herewith, and will use said Provider Confidential Information only in
connection with its receipt of the Services. Recipient will employ substantially
the same safeguards, but not less than reasonable safeguards, in protecting said
Provider Confidential Information that it uses in safeguarding confidential data
of its own, or confidential data of its customers, against accidental or
unauthorized deletion, destruction or alteration.

Section 13.3  Exclusions

     Notwithstanding Section 13.1 and Section 13.2, this Article 13 will not
apply to any information which Provider or Recipient can demonstrate, based on
documentary evidence, was: (a) without a breach of duty owed to the disclosing
party, is in the possession of the receiving party at the time of disclosure to
it; (b) received after disclosure to it from a third party who had a lawful
right to and, without a breach of duty owed to the disclosing party, did
disclose such information to it; or (c) independently developed by the receiving
party without reference to Company Information of the disclosing party.
Further, either Party may disclose the other Party's Confidential Information to
the extent required by law or order of a court or governmental agency.  However,
the recipient of such Confidential Information must give the other Party 

                                       15

<PAGE>
 
prompt notice and make a reasonable effort to obtain a protective order or
otherwise protect the confidentiality of such information, all at the
discloser's cost and expense.

Section 13.4  Disclosure

     Each Party may disclose the other Party's Confidential Information to those
of the recipient Party's attorneys, auditors, insurers (if applicable),
subcontractors and full time employees who have a need to have access to such
information and have agreed to hold the information confidential.

                            Article 14  Indemnities

Section 14.1  Losses Defined

     "Losses" shall mean all losses, liabilities, damages, penalties and claims
(including taxes and all related interest and penalties incurred directly with
respect thereto), and all related costs, expenses and other charges (including
all reasonable attorneys' fees and reasonable costs of investigation,
litigation, settlement or judgment, interest and penalties).

Section 14.2  Indemnities for Certain Losses

     Each Party shall indemnify (in such case, that Party is referred to as the
"indemnitor") the other Party (in such case, that Party is referred to as the
"indemnitee") from all Losses arising out of:

     (a) any claim for rent or utilities at any location where the indemnitor is
financially responsible under this Agreement for such rent or utilities, or

     (b) any claim for wages, benefits, third party fees, taxes, assessments,
duties, permits or other charges of any nature for which the indemnitor is
financially responsible under this Agreement, as well as any additions to tax,
penalties, interest, fees or other expenses incurred by the indemnitor as a
result of such charges not being paid at the time or in the manner required by
applicable law, or

     (c) an act or omission of the indemnitor in its capacity as an employer of
a person and arising out of or relating to (1) federal, state or other laws or
regulations for the protection of persons who are members of a protected class
or category of persons, (2) sexual discrimination or harassment, (3) accrued
employee benefits not expressly assumed by the indemnitee and (4) any other
aspect of the employment relationship or its termination (including claims for
breach of an express or implied contract of employment) and which, with respect
to each of clauses (1) through (4), arose when the person asserting the claim,
demand, charge, actions, cause of action or other proceeding was or purported to
be an employee of the indemnitor, or

     (d) any claims of infringement of any patent or any copyright, trademark,
service mark, trade name, trade secret, or similar property right conferred by
contract or by common law or by any law of any country or any state alleged to
have been incurred because of or arising out of any aspect of the Services
provided by Provider in its performance of the Services, or

                                       16

<PAGE>
 
     (e) any claims for personal injuries, death or damage to tangible personal
or real property of third parties including employees of a Party, and its
subcontractors caused by the negligence or willful misconduct of such Party, its
employees, affiliates or subcontractors.  However, neither Party will have any
obligation under this part, to the extent the same arise out of or in connection
with the negligence or willful misconduct of the non-indemnifying Party, its
employees, affiliates or subcontractors.

Section 14.3  Limitation of Liability

     Except for a breach of Section 6.2, Payment, Section 11.3, Use and
Licensing Restrictions on Shared Software, Article 13, Confidential Information,
or liabilities arising from the Parties' indemnification obligations under
Section 14.2, Indemnities for Certain Losses, the liability of each Party to the
other for all damages arising out of or related to this Agreement, regardless of
the form of action that imposes liability will be limited to $100,000.00;
provided however, that this limitation of liability also will not apply to the
liability of either Party to the extent such liability results from (a) that
Party's acts of intentional misconduct in the performance or nonperformance of
its obligations under this Agreement; or (b) that Party's nonperformance of its
payment obligations to the other expressly set forth in this Agreement
(including, with respect to Recipient, Recipient's obligation to make payments
to Provider, whether in the form of charges for Services performed hereunder,
payments upon termination of this Agreement, or for payment or reimbursement of
taxes, out-of-pocket expenses or pass-through expenses required to be paid by
Recipient hereunder).

Section 14.4  Exclusion of Certain Damages

     Except for a breach of Section 6.2, Payment, Section 11.3, Use and
Licensing Restrictions on Shared Software, Article 13, Confidential Information,
or liabilities arising from the Parties indemnification obligations under
Section 14.2, Indemnities for Certain Losses, in no event will either Party be
liable for any amounts for loss of income, profit or savings or indirect,
incidental, consequential, exemplary, punitive or special damages of the other
Party, even if such Party has been advised of the possibility of such damages in
advance, and all such damages are expressly disclaimed.

Section 14.5  Duty to Mitigate

     Each Party has a duty to mitigate the damages that would otherwise be
recoverable from the other pursuant to this Agreement by taking appropriate and
reasonable actions to reduce or limit the amount of such damages.

Section 14.6  Time Limit to Make Claims

     No claim or demand for mediation or arbitration or cause of action which
arose out of an event or events which occurred more than two (2) years prior to
the filing of a demand for mediation or arbitration or suit alleging a claim or
cause of action may be asserted by either Party against the other.

                                       17

<PAGE>
 
                 Article 15  Dispute Escalation and Mediation

Section 15.1  Resolution of Disputes by Account Managers

     All disputes between the Parties regarding charges, work activities,
quality of service, the interpretation of any provision of this Agreement or any
other issue hereunder shall be first raised with the other Party's designated
Account Manager and the Parties shall endeavor to amicably resolve the same.

Section 15.2  Involvement of Senior Representatives

     In the event of any dispute between the Parties regarding charges, work
activities, quality of service, the interpretation of any provision of this
Agreement or any other issue hereunder that cannot be resolved at the Account
Manager level, the nature of the dispute will be reduced to writing and
submitted to the other Party's Senior Representative within thirty (30) days of
the event or circumstance giving rise to said dispute, or as soon thereafter as
reasonably practical.  Any such written complaint shall specifically reference
this dispute provision and shall provide reasonable details regarding the nature
and facts surrounding the complaint.  The Senior Representative shall respond to
each complaint received hereunder within thirty (30) calendar days of receipt of
said complaint.  The Provider Senior Representative and the Recipient Senior
Representative shall endeavor to amicably resolve any such dispute.

Section 15.3  Involvement of Chief Executive Officers

     In the event that negotiations in accordance with Sections 15.1 and 15.2
have failed to resolve a dispute hereunder, the matter shall be referred to the
Chief Executive Officers of Provider and Recipient for attempted resolution.  In
the event that the dispute cannot be resolved satisfactorily between Provider
and Recipient at that level, each Party agrees to submit first to non-binding
mediation as provided in Section 15.4 below.

Section 15.4  Non-binding Mediation

     (a) In the event non-binding mediation is required by Section 15.3 above,
the Parties shall submit the dispute to non-binding mediation to be held in
Atlanta, Georgia.  The Parties will choose a neutral mediator from a list of
mediators maintained by the American Arbitration Association (the "AAA") office
located in Atlanta, Georgia.  If the Parties are unable to agree on the
mediator, the mediator will be selected by the AAA.

     (b) Notwithstanding any other provision of this Article 15, either Party
may resort to court action for injunctive relief at any time if the dispute
resolution processes set forth in this Article 15 would permit or cause
irreparable injury to such Party or any third Party claiming against such Party,
due to delay arising out of the dispute resolution process.

Section 15.5  Expenses of Mediation

     Each Party shall be responsible for its costs of mediation, and the Parties
will each pay one-half of the expenses of the mediator and the AAA.

                                       18

<PAGE>
 
Section 15.6  Sole Remedy Upon Failure of Mediation

     In the event that a dispute is not resolved after mediation to the
satisfaction of either Party, each Party's sole remedy is to terminate this
Agreement in accordance with the applicable subsection of Section 7.5 provided
however, either Party may pursue any and all remedies available to it at law or
in equity (in all cases subject to the limitations of Section 14.3, Section
14.4, Section 14.5 and Section 14.6) (other than termination of this Agreement)
for breaches of Sections 6.2, Section 11.3, Section 11.4 or Article 13, or for
acts of intentional misconduct in the performance of,  or intentional
nonperformance of, the Services or the obligations of the Parties pursuant to
Article 4, Article 8, Section 12.3, Section 12.4 or Section 14.2. .

Section 15.7  Continuation of Services and Obligations Pending Resolution of
              Disputes

     Notwithstanding the existence of a dispute, Provider shall continue to
provide the Services during any dispute resolution proceedings (whether informal
or formal) and Recipient will continue to perform its obligations (including the
making of all payments which are not the subject of a good faith dispute to
Provider) in accordance with this Agreement.

                           Article 16  Miscellaneous

Section 16.1  General Audit Rights

     Recipient shall have the right to have the books and records of Provider
that relate to the Services provided under this Agreement reviewed quarterly by
its internal audit staff, or its external auditors (provided that any person
that is a member of such audit staff or auditors participating in the audit
must first sign a confidentiality agreement containing the same provisions of
Article 13).  Recipient shall be solely responsible for the costs and expenses
of any such audit. In the event of such audit, Provider shall provide
Recipient's auditors reasonable access to all relevant books, records and
personnel during normal business hours.  In the event an audit reveals an
overcharge or undercharge, the Party who, based on the results of the audit,
owes money to the other Party shall have a reasonable time to review the
documents that provide the basis for the conclusions reached by the audit.
After such a review, to the extent such Party does not dispute the conclusions
of the audit, such Party shall pay the other Party the undisputed amounts owed.
The disputed amounts, if any, may be resolved pursuant to Article 15.

Section 16.2  No Audit Rights for Telecommunication

     Since Provider is not representing to Recipient that the lowest possible
telecommunications rates or costs will be provided under this Agreement,
Recipient will not have the right to engage a third party to audit the
telecommunications rates under the Third Party Agreements for telecommunications
and carrier services.  Recipient may, however, itself examine and review the
rates specified in the Third Party Agreements for telecomunications carrier
services in connection with the exercise of its audit rights under Section 16.1
hereof.  The Parties agree that Provider will be strongly motivated to provide
Recipient with competitive rates to encourage Recipient to continue to partner
on future telecommunications contracts.

                                       19

<PAGE>
 
Section 16.3  Recipient Responsible for Third Party Electronic Interfaces

     Recipient, at its expense, shall secure Provider's right to use Recipient's
third party interfaces such as the Visa, MasterCard, Discover, and American
Express electronic interfaces, as may be reasonably necessary to provide the
Services.  Recipient shall be responsible for managing the relationships with
these third parties and paying all expenses related to the interfaces including
telecommunications, hardware, software, interfaces, and support.

Section 16.4  Subcontracting

     Subject to the provisions of Section 10.5 hereof, Provider may subcontract
non-material portions of the Services without consent or approval of Recipient,
provided that (i) the subcontractors sign and deliver to Recipient appropriate
confidentiality agreements in advance of undertaking any of the Services and
(ii) Provider remains primarily liable and obligated to Recipient for the timely
and proper performance of all of its obligations hereunder and for the proper
and timely performance and actions of any person or entity to which it delegates
or subcontracts any such obligation.

Section 16.5  Assignment

     Except as provided in this Section 16.5, neither Party may assign this
Agreement, in whole or in part, without the prior written consent and approval
of the other Party hereto, which consent shall not be unreasonably withheld
(provided however, in the case of any assignment by Provider, the Parties agree
that the only basis on which Recipient may withhold such consent is if the
assignee in not competent to provide the Services), except that either Party
may, in connection with the sale of all or substantially all of its assets, any
merger, consolidation, reorganization, or other business combination to which a
Party is a party, assign its obligations and responsibilities hereunder to the
purchaser in the case of a sale of assets, or the surviving entity in the case
of a merger, consolidation or business combination, without the approval of the
other Party. An assignment will not relieve a Party of any obligations under
this Agreement. Any purported transfer, assignment or delegation that does not
comply with the terms of this Section 16.5 shall be null and void and of no
force or effect.  Notwithstanding the foregoing, neither Party shall have the
right to assign this Agreement and the obligations hereunder to any successor of
such Party by way of merger, consolidation, reorganization or the acquisition of
substantially all of the business and assets of the assigning Party relating to
the Agreement if such successor's principal business is the business of the
other Party (i.e., the Health Business or the eCommerce Business).

Section 16.6  Consents and Approvals

     Each Party will obtain all governmental and other consents necessary for
it to provide or use, as the case may be, the Services.

Section 16.7  Relationship of the Parties

     The sole relationship between the Parties shall be that of independent
contractors.  No partnership, joint venture, or other formal business
relationship is hereby created between the 

                                       20

<PAGE>
 
Parties hereto. Neither Party shall make any warranties or representations, or
assume or create any obligations, on the other Party's behalf except as may be
expressly permitted hereunder or in writing by such other Party. Each Party
shall be solely responsible for the actions of all their respective employees,
agents and representatives.

Section 16.8  Non-solicitation or Hiring of Employees

     During the Term and for eighteen (18) months thereafter neither Party will
encourage or solicit any employee or consultant to leave the employ of the other
Party; provided however, that the foregoing does not prohibit mass media "want
ads" not specifically directed towards employees or consultants of a Party.

Section 16.9  Expenses

     Except as otherwise expressly provided for herein, each Party shall bear
its own costs and expenses in connection with this Agreement and the performance
of its obligations and responsibilities hereunder.

Section 16.10  Notices

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

               If to Provider, to:

                   National Data Corporation                    
                   National Data Plaza                          
                   Atlanta, GA 30329                            
                   Attention:  Chief Executive Officer (by name) 

               If to Recipient, to: 

                   Global Payments Inc.                           
                   Four Corporate Square                          
                   Atlanta, GA  30323                             
                   Attention:  Chief Executive Officer (by name)  

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

                                       21

<PAGE>
 
Section 16.11  Amendment and Waiver

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

Section 16.12  Entire Agreement

     This Agreement constitutes the entire understanding of the Parties hereto
with respect to the subject matter hereof, superseding all negotiations, prior
discussions and prior agreements and understandings relating to such subject
matter.

Section 16.13  Severability

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

Section 16.14  Governing Law

     This Agreement shall be construed in accordance with, and governed by, the
laws of the State of Georgia, without regard to the conflicts of law rules of
such state. This Agreement is expressly made subject to any United States
government laws, regulations, orders or other restrictions regarding export from
the United States of computer hardware, software, technical data or derivatives
of such hardware, software or technical data.

Section 16.15  Force Majeure

     Except as may be set forth in the Procedures Manual, Provider will not be
liable for any failure of performance of the Services under this Agreement due
to any cause beyond its reasonable control, including acts of war, acts of God,
earthquake, flood, embargo, riot, sabotage, labor shortage or dispute or
governmental act or any other causes beyond Provider's reasonable control,
whether or not of the same class or kind as those specifically named above.

Section 16.16  Counterparts

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

                                       22

<PAGE>
 
                   (Signatures continued on following page)

                                       23

<PAGE>
 
                   (Signatures continued from previous page)


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

                                   National Data Corporation


                                   By:  /s/ Randolph L. M. Hutto
                                        -----------------------------------
                                   Name:  Randolph L. M. Hutto
                                   Title: Chief Financial Officer

                                   Global Payments Inc.

                                   By:  /s/ Paul R. Garcia
                                        -----------------------------------
                                   Name:  Paul R. Garcia
                                   Title: Chief Executive Officer


             Exhibit 1.01--Index of Terms Defined in the Agreement

AAA...........................................................    Section 15.4
Account Manager...............................................    Section 10.2
Ad Hoc Project................................................    Section 10.4
Ad Hoc Services...............................................       Article 2
Added Devices.................................................       Article 8
Agreement..................................................... First Paragraph
Ancillary Systems.............................................       Article 8
Distribution..................................................      Background
Distribution Agreement........................................      Background
Distribution Date.............................................      Background
eCommerce Business............................................      Background
Effective Date................................................ First Paragraph
Exclusive Devices.............................................       Article 8
Global........................................................ First Paragraph
Health Business...............................................      Background
indemnitee....................................................    Section 14.2
indemnitor....................................................    Section 14.2
Initial Term..................................................     Section 7.1
Losses........................................................    Section 14.1
Monthly Review................................................    Section 10.1
NDC........................................................... First Paragraph
NDC Global Subsidiaries.......................................      Background
Parties....................................................... First Paragraph
Party......................................................... First Paragraph
Procedures Manual.............................................     Section 9.1
Projected Volumes.............................................       Article 4
Provider...................................................... First Paragraph
Recipient..................................................... First Paragraph
Recipient Confidential Information............................    Section 13.1
Senior Representative.........................................    Section 10.1
Services......................................................       Article 2
Shared Software...............................................    Section 11.2
Tandem Exclusive..............................................       Article 3
Tandem Services...............................................       Article 2
Tandem System.................................................      Background
Telecom Carrier Contracts Services............................       Article 2
Telecom Services..............................................       Article 2
Telecom Support Services......................................       Article 2
Telecom System................................................      Background
Term..........................................................     Section 7.2
Termination Assistance Services...............................     Section 7.8
Termination Fee...............................................     Section 7.5
Third Party Agreements........................................    Section 11.1
Transition Services...........................................       Article 2
Weekly Meetings...............................................    Section 10.2

                                       24

<PAGE>
 
                         Addendum I--Telecom Services


Telecom Carrier Contract Services

     Recipient will utilize and be covered under the Third Party Agreements for
telecommunications carrier services.

Telecom Support Services

     In addition to the foregoing, Provider will supply to Recipient necessary
telecommunications connectivity, engineering, procurement, operations and
administrative services in connection with and in support of the Telecom Carrier
Contract Services on a basis consistent with past practice.

Charges

     Recipient shall be charged for and shall bear the direct cost of all
charges of carriers and other third parties for Telecom Carrier Contract
Services provided to Recipient hereunder.

     In addition, operations, procurement, engineering and administrative
services provided by Provider to Recipient as part of the Telecom Support
Services shall be charged to and borne by Recipient at Provider's actual
manpower costs (salary, burden and all other costs directly associated with such
manpower, such as office space, supplies and similar expenses) directly
applicable to the provision of services provided.

Expiration / Extension of Current Telecom Carrier Contracts

     If any Third Party Agreements for telecommunications carrier services
terminate prior to the expiration or termination of this Agreement, Provider
will either negotiate an extension of such Third Party Agreement, or negotiate a
replacement contract (whether with the same carrier or another carrier) in order
to obtain continued Telecom Carrier Contract Services for Recipient and
Provider, but only upon the prior written consent of Recipient. Provider will
use commercially reasonable efforts to obtain the best possible
telecommunication prices, and will keep Recipient advised as to the pricing that
it is able to negotiate. If, during the Term, Recipient fails or refuses to
consent to an extension of such contract, or to a replacement contract, then,
notwithstanding anything to the contrary herein,  Provider shall have no
obligation to provide any Telecom Carrier Contract Services to Recipient in
order to replace the carrier services no longer available as a result of the
termination of such telecom contracts.  In such a case, Recipient shall secure
its own service arrangements in lieu thereof.

Telecom Locations

     Telecom Services will be provided to all of Recipient's locations in
existence as of the Effective Date.  Upon the mutual agreement of the Parties,
Provider may provide Telecom Services to any additional locations of Recipient
added during the Term.

<PAGE>
 
Overview of Telecom Support Services

     Provider will determine the necessary telecom services for a stated
requirement (provided by Recipient), the best methodology for a solution,
engineer a reliable and cost effective solution, negotiate with potential
vendors, negotiate the best price, implement the solution, and monitor the
solutions during its installed life for required performance.  Recipient will be
provided Provider's lowest contract rates assuming forecasted volumes are met
and are in accordance with carrier negotiated volumes for the particular rate
levels.

Specific Telecom Support Services

     (a)  Provisioning

          1. Order, track, and coordinate the installation of voice and data
             circuits and related equipment.

     (b)  Engineering

          1. Use commercially reasonable efforts to provide telecommunications
             data and voice engineering services so that network capabilities
             match product and business requirements.

          2. Manage an ongoing relationship with all telecommunication service
             providers and vendors. Actively pursue cost reductions in an
             aggressive manner to keep Recipient in a competitive position both
             technologically as well as economically.

          3. Use commercially reasonable efforts to cause the networks to
             operate efficiently with high availability at the lowest cost
             possible.

          4. Track new telecommunications technology trends, both tactical and
             strategic.

          5. Maintain a continuing dialog with all key vendors on trends and new
             offerings.

     (c)  Administration

          1. Provide telecommunication vendor contract negotiation and
             maintenance.

          2. Audit and process communication's vendor invoices for payment.

          3. Review and analyze communications cost and contracts of acquired
             companies.

          4. Develop annual communications budget expense based upon usage
             projections.

                                       2

<PAGE>
 
          5. Maintain reports and trends of expenses vs. plan for
             Telecommunications.

          6. Evaluate new service and contract proposals from communications
             vendors.

     (d)  Network Operations

          1. 7x24 monitoring of the data networks.

          2. Use commercially reasonable efforts to cause all networks operate
             with minimal down time and at peak efficiency.

          3. Use commercially reasonable efforts to provide network operational
             support services so that capabilities match product and business
             requirements.

          4. Install and support leased lines and frame networks.

          5. Use commercially reasonable efforts to cause networks perform at
             99.5% availability, identifying and resolving problems quickly.

     (e)  Voice Services

          1. Provide daily operation of the PBX, ACD, voicemail, IVR, and
             conference bridge systems at the Corporate Square and Dallas
             locations.

          2. Coordinate moves, adds, or changes for telephone services for
             headquarters personnel.

          3. Provide support to the call center and help desk operations by
             assisting in planning for moved, add, or changes and day to day
             operational support and monitoring.

          4. Quickly identify problem areas in quality of service or
             availability of voice networks and services and take corrective
             action to resolve these areas with little or no disruption to
             customers.

          5. Coordinate and support the implementation of new voice applications
             or services with other divisions.

     (f)  Other Services

          1. Provide electronic interfaces to third parties as reasonably
             necessary to provide the Services.

                                       3

<PAGE>
 
Personnel Levels and Skills Maintenance

     Personnel levels will be maintained at least at pre-transition levels.
Pertinent skills will be maintained at the levels necessary to properly maintain
and support the particular technologies.

                                       4

<PAGE>
 
                         Addendum II--Tandem Services

General

     Provider will provide to Recipient Tandem hardware/software facilities,
operations, and technical support for transaction processing, cash management,
and file transfer and Tandem-related communications hardware and software
systems services including related technical and operations support services.

Locations

     The Tandem Services will be provided for the following Recipient locations:
Atlanta (including any new locations that become part of the Atlanta system
complex), Dallas and Toronto.

Specific Tandem Services

     (a)  Hardware/Software Processing Facilities:

          .  Provide properly sized (based on results of Capacity Planning)
             Tandem Guardian OS based systems.

          .  Maintain OS level system integrity.  Provide system reliability
             through preventative software maintenance carefully scheduled
             system updates, and quality control procedures.

          .  Support the existing Recipient FrontEnd Communications
             applications.

          .  Support the existing Recipient File Transfer application.

          .  Support application modification of the existing Recipient FrontEnd
             Communications applications where feasible under the existing
             architecture.

          .  Support application modification of the existing Recipient File
             Transfer applications where feasible under the existing
             architecture.

     (b)  Operations

          .  Provide 7x24 operations management support for the Tandem systems.

          .  Provide method to coordinate and accept application operational
             support changes.

          .  Provide daily operations status reports.

          .  Backup and recovery

                                       1

<PAGE>
 
     (c)  Technical Support

          .  Provide 7x24 production level technical support for the Tandem
             systems.

          .  Provide technology and applications guidance to Recipient in the
             best use of Tandem technology and proper application techniques.

          .  Track new Tandem related technology trends, both tactical and
             strategic, that may have pertinence to Recipient's current and
             future product offerings. Maintain a continuing dialog with all key
             vendors.

     (d)  Capacity Planning

          .  Conduct capacity analysis weekly (or more frequently if reasonably
             required) to plan for sufficient system capacity to handle
             anticipated peak loads. Work with the business units to develop
             business forecasts and track actuals against forecasts.

     (e)  Capacity Acquisition

          .  Manage acquisition and deployment of properly configured Tandem
             equipment based on capacity planning analysis

Interface Management

  .  Use commercially reasonable efforts to timely deploy  properly configured
     Tandem communications equipment based on Recipient customer interface
     requirements.  This area will require highly coordinated integration with
     the Telecommunications department's communications provisioning services.

Personnel Levels and Skills Maintenance

  .  Maintain current Recipient specific Tandem staffing levels. Hire, train,
     and maintain well qualified personnel to staff the Communications Systems
     Engineering organization

Reporting

  .  Maintain current Recipient specific reporting facilities.  These include
     the daily operational status reports as well as the real time feeds into
     the existing monitoring systems.

  .  The following regular monthly reporting will be provided by Provider to
     Recipient by the 10/th/ day of each month for the preceding month:

                                       2

<PAGE>
 
     -  Tandem processor capacity utilization

     -  System Outages - planned or unplanned

     -  Network outages - planned or unplanned

     -  Communication port assignment/usage

                                       3

<PAGE>
 
                       Addendum III--Transition Services

General

     Transitional services to be provided to Recipient as required as Recipient
moves to self-sufficiency post-Distribution, to include LAN/WAN support &
engineering, Email support, Customer Service System support, Financial Systems
support, Human Resource & Payroll Systems support, UNIX/NT Engineering, and PC &
Printer Support of a nature currently provided to by Provider to Recipient.
These transitional services shall be provided by Provider to Recipient as
reasonably required for up to 12 months from and after the Effective Date,
excepting Human Resource & Payroll Systems support, which may be maintained by
Recipient for a period of up to 24 months from and after the date hereof.

Locations

     The Transition Services will be provided for the following Recipient
locations:

.  LAN/WAN -                    All Recipient locations until the earlier of 12
                                months from the date hereof and self-sufficiency

.  Email  -                     All Recipient locations until the earlier of 12
                                months from the date hereof and self-sufficiency
                                
.  Customer Service System -    All Recipient locations until the earlier of 12
                                months form the date hereof and self-sufficiency
                                
.  Financial Systems -          Atlanta locations until the earlier of 12 months
                                from the date hereof and self-sufficiency
                                
.  HR & Payroll Systems -       Atlanta locations until the earlier of 24 months
                                from the date hereof and self-sufficiency
                                
.  UNIX/NT Engineering -        Atlanta locations until the earlier of 12 months
                                from the date hereof and self-sufficiency
                                
.  PC & Printer Support -       Atlanta locations until the earlier of 12 months
                                from the date hereof and self-sufficiency
                                
Specific Transition Support Services.

     The specific Transition Support services shall include:

  .  Operation and support of the technology prior and during transition

  .  Assistance in designing the transition plan

                                       1

<PAGE>
 
  .  Identifying the necessary personnel requirements
 
  .  Establishing the necessary vendor relationships

  .  Identifying and configuring the necessary facilities, computing,
     networking, and telecommunications requirements.

  .  Assistance in costing

Cessation of Transition Support Services.

     Recipient may suspend the provision of specified transition support
services by Provider hereunder upon the provision of not less than sixty days
prior written notice to Provider. Provider shall cease the provision of those
specified support services as of the date specified by Recipient and shall
suspend charges for those services beyond said cessation of service date.

                                       2

<PAGE>
 
                         Addendum IV--Ad Hoc Services

General

     Provider will use commercially reasonable efforts to provide to Recipient
such other specific network and systems related services or projects as
Recipient may from time to time reasonably request.

Project Requests; Project Management.

     Recipient shall submit all project requests to Provider using a Provider
specified format. Not later than ten (10) calendar days after a project request
is submitted by Recipient, Provider shall respond in writing either (i) that
Provider is able to perform the project, together with the estimated timeframe
and estimated cost of the project, (ii) that Provider is unable to evaluate its
ability or to perform the project, or to provide an estimated timeframe and
estimate cost for completion of the project, because the project request lacked
needed specificity, information or other omissions, or (iii) in the event that
Provider determines that the requested project will jeopardize overall
reliability, response time, or other material aspects of the Tandem System or
the Telecom System, that Provider will not perform the project. If Provider
informs Recipient that Provider will not perform the project for the reasons set
forth in subsection (iii) of this paragraph, the Provider and Recipient Senior
Representatives will discuss the issues raised by the project request and the
response, in good faith, to see if the Parties can mutually agree to a mutually
satisfactory solution.

     The status of all Ad Hoc Services projects will be reported at the Weekly
Meetings.  The status will include a listing of all projects in process and
submitted, the completion status, and the amount of resources allocated.

     The Provider will allocate one half full-time individual to project review
and costing and include the cost of such in the annual cost allocation. If
Recipient wishes additional manpower devoted to this activity, additional
resource will be added at Recipient's expense.

Resource Commitment

     In conjunction with the projections for Services for each fiscal year, a
certain amount of Ad Hoc Services will be estimated and costed and included in
the overall annual cost to the Recipient.  Once the estimated Ad Hoc Services
have been established, Provider will specify the number of human resources to be
made available to Recipient in terms of man-hours and/or specific personnel for
Ad Hoc Services.  Status reports prepared by Provider pursuant to this Addendum
IV shall summarize the remaining man hours available to Recipient for project
management purposes and describe Recipient's use of available man hours during
the period covered by such report.  All Ad Hoc Services are intended to be
performed by this committed level of resources.  If this resource level is
insufficient to perform the requested Ad Hoc projects, the Recipient will have
the option of requesting adding resources at extra cost.  The costs for
underutilized Ad Hoc resources will not be refunded.  The resources available
for project work will be shared with those resources required for technology
support as is the current practice.  

                                       1

<PAGE>
 
This means that any promised delivery dates will be subject to modification if
support or operations issues arise. Recipient will be promptly informed if the
latter situation occurs. Provider will use commercially reasonable efforts to
increase the resource level on any project if Recipient requests and Recipient
is agrees to fund all incremental costs thereof. The Provider, however, does not
guarantee the ability to increase resource levels due to the specialized nature
of certain skill sets.

                                       2

<PAGE>
 
                        Addendum V--Allocation of Costs


Cost of Services
----------------

     (a)  Determination of certain costs

     Services will be provided by Provider to Recipient hereunder at costs and
charges based and determined as follows:

     1)   In the case of technology and services shared by Provider and
Recipient, an allocated percentage of Provider's overall cost for shared
technology and services representing Recipient's allocable and proportionate
share of the aggregate costs of such shared technology and services;

     2)   In the case of technology and services exclusively provided to
Recipient, Provider's direct cost to provide Recipient said exclusive technology
or services; and

     3)   In the case of additional requested services, Provider's direct cost
to provide Recipient said additional requested services, including operations,
procurement, engineering and administrative services provided by Provider to
Recipient in connection therewith, which shall be charged to and borne by
Recipient at Provider's actual manpower costs (salary, burden and all other
costs directly associated with such manpower, such as office space, supplies and
similar expenses) directly applicable to the provision of services provided.

     (b)  Fiscal Year basis, etc.

     Costs for Services as provided above are to be quoted by Provider to
Recipient on a fiscal year basis based on a specific set of base services
described in Addendum I--Telecom Services, Addendum II--Tandem Services,
Addendum III--Transition Services and Addendum IV--Ad Hoc Services.  The costing
methodology for the base Telecom Services and Tandem Services is described in
Costing Methodologies, Costing Methodologies for Telecom Services and Costing
Methodologies for Tandem Services.  The costs for Services described in Addendum
III--Transition Services, and Addendum IV--Ad Hoc Services will be billed at the
allocable costs of the cost centers, individuals or other resources providing
such Services, including costs for operations, procurement, engineering and
administrative services provided by Provider to Recipient in connection
therewith, which shall be charged to and borne by Recipient at Provider's actual
manpower costs (salary, burden and all other costs directly associated with such
manpower, such as office space, supplies and similar expenses) directly
applicable to the provision of services provided.  The costs incurred in
connection with Addendum VII--Capacity Planning are included in the costs of
other Services.

     (c)  Cost adjustments

     Costing will be provided by Provider to Recipient for the services covered
by this Agreement on a fiscal year basis.  The costs that are actually incurred
during such fiscal year may be adjusted by Provider depending on certain events
that occur during that period.  The events 

                                       1

<PAGE>
 
that could cause cost adjustments would include:

          1)   Unforecasted capacity increases required by Recipient

          2)   Recipient requested increases or decreases in support levels

          3)   New technology projects requested by Recipient

          4)   Facility upgrades required by new Recipient projects

          5)   Telecom rate changes

          6)   Price changes by suppliers or vendors

     (d)  Notice of changes

     Provider will provide 30 days prior written notice to Recipient of any
material costing change known to it in advance.

     (e)  Other Charges

     In addition to the charges and fees for services rendered as provided
above, Recipient will also be responsible and charged hereunder for the
following items:    

          1)   All unbudgeted travel and other out-of-pocket expenses incurred
               by Provider in connection with Provider's performance of its
               obligations under this Agreement,

          2)   All taxes, assessments, duties, permits, fees and other charges
               of any kind imposed on this Agreement, the Services or use of
               Provider Systems or Provider Licensed Software (other than any
               taxes on, or based on, the income of Provider); and

          3)   All costs incurred by Provider in connection with unusual reruns
               necessitated by incorrect or incomplete data or erroneous
               instructions supplied to Provider by Recipient or for corrections
               of programming, operator or other processing errors caused by
               Recipient.

     Costing Methodologies

     The methodology is keyed to the nature of the technology or service area
and the intent is that any necessary allocation be equitable and proportional to
relative usage in nature. The capacity costs required to be paid by Recipient
will be based on the actual costs to provider for the capacity dedicated to
Recipient hereunder.

                                       2

<PAGE>
 
Costing Methodologies for Telecom Services
------------------------------------------

     (a)  Telecom Carrier Charges (explicit or allocated)

     Minutes, line charges, fees, maintenance, equipment, and related telecom
carrier charges will be charged to Recipient based on either explicit usage
(i.e. such charges are for services provided exclusively to Recipient and
identified as such in the carrier billing) or on an allocated cost basis in
those cases where the carrier services is shared by the Parties under an
arrangement with consolidated billing.  The allocation will be based on
proportionate usage as reasonably determined by Provider.  The costs invoiced to
Recipient will be on a pass-through basis with a prorated share of overhead
costs added.

     (b)  Telecom staff (allocated)

     Network operations, engineering, provisioning, administration, and
installation costs will be allocated based on proportionate usage as reasonably
determined by Provider.

Costing Methodologies for Tandem Services
-----------------------------------------

     Recipient will be charged a percentage of the Tandem depreciation,
hardware/software maintenance costs, license fees, operations and technical
support manpower costs, supplies, data center facilities costs, and other
similar costs based on their portion of usage of the Tandem System.  This
percentage will be calculated one year in advance based on the Projected Volumes
shown in the 12-month rolling forecast.  This percentage is to be considered a
minimum due to fixed costs incurred for the next 12 months.  If usage increases
beyond the initial percentage, the percentage of costs will be adjusted upwards
on a monthly basis.  The percentage of usage is calculated by dividing the
overall capacity of the Tandem System at the beginning of the fiscal year by the
Recipient transaction count.  Any excess capacity in the Tandem System will be
proportionally allocated between the Recipient and the Provider.  If either
Party transitions off the Tandem System at a rate substantially faster than the
other Party, it is agreed that such other Party will not be allocated costs for
any excess capacity in excess of 20%.  Increased transactions of the Recipient
that fit within the excess capacity allocated to Recipient will not incur
additional cost.

                                       3

<PAGE>
 
                         Addendum VI--Termination Fee

     The Termination Fee shall equal the sum of the following:

     .  Balance of any software license or maintenance agreements allocable to
Recipient through the end of the Initial Term, provided however that Recipient
shall be entitled to receive the benefit of any early termination provisions
included in those agreements and Provider shall attempt to mitigate against the
assessment of any penalties of fees against Recipient

     .  Book value or remaining lease balance of any facility installations
installed solely to accommodate Recipient processing or forecasted volume, to
the extent that payment for such facility installations is not otherwise
provided for by the [Lease Agreement].

     .  Telecom or other rate increases (including any loss of rate reductions
and any penalties) due to Provider not being able to satisfy contract minimums
after the effective date of such termination.

     .  One half of any other costs reasonably incurred by Provider that are
directly related to splitting or transitioning hardware or software to Global.

<PAGE>
 
                        Addendum VII--Capacity Planning

12-Month Rolling Forecasts

     To facilitate capacity planning, Recipient will provide to Provider a 12-
month rolling  forecast of expected transaction volumes for the Tandem System
(including hardware) and Telecom System capacity planning purposes in a format
to be provided by Provider. Said 12-month forecast shall be provided by
Recipient each month by the first day of each calendar month and shall provide a
firm and fixed forecast commitment for the ensuing twelve calendar months.
These capacity forecasts will be used by Provider as the basis for acquisition
of Tandem hardware, TCP/IP network, and telecommunications capacity and for the
charges for the Services in accordance with Addendum V. Provider and Recipient
will meet at least monthly to review capacity requirements as well as actuals
against forecasted plan.

Additional Capacity Requirements

     If Provider reasonably determines that additional equipment is required for
the sole purpose of satisfying the Recipient capacity requirements as reflected
in capacity forecasts provided by Recipient to Provider hereunder, Provider
shall promptly notify Recipient in writing and Recipient shall have up to 15
calendar days to either consent to such purchase by Provider or to give notice
that it disputes the need for such purchase, in which case the dispute will be
resolved pursuant to Article 15.



<PAGE>
 
                                                                    EXHIBIT 10.5
 
                              Services Agreement
                              (Batch Processing)

     This Services Agreement (Batch Processing) (the "Agreement") is between
Global Payments Inc., a Georgia corporation ("Global Payments" or "Provider")
and National Data Corporation, a Delaware corporation ("NDC" or "Recipient")
(Global Payments and NDC are each referred to as a "Party" and both are referred
to as the "Parties"), and is dated as of and is made effective as of January 31,
2001 (the "Effective Date").

                                  Background

     Prior to the Effective Date, NDC had two primary areas of business, the
processing of credit card transactions (the "Commerce Business") and the
processing of claims and related transactions among health care providers and
health care insurers (the "Health Business").

     The Board of Directors of NDC has determined that it is in the best
interests of NDC and its shareholders for NDC to transfer and assign to Global
Payments the capital stock of National Data Payment Systems, Inc., Global
Payment Holding Company, NDC Holdings (UK) Ltd., Merchant Services U.S.A. and
their respective subsidiaries (the "NDC Global Payments Subsidiaries") that hold
all of the assets and liabilities that currently constitute NDC's Global
Payments business and a 0.85% general partnership
 interest in GPS Holding
Limited Partnership as a contribution to the capital of Global Payments and to
receive in exchange therefore shares of Global Payments common stock, and to
thereafter make a distribution (the "Distribution") to the holders of NDC common
stock of all of the outstanding shares of Global Payments common stock at the
rate of 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"). The Parties intend that the transactions described in the
Distribution Agreement will be effective at the Effective Time (as that term is
defined in the Distribution Agreement). Upon the Effective Time, NDC's business
will be the Health Business, and Global Payments's business will be the Commerce
Business.

     Although the transactions provided for in the Distribution Agreement and
the Ancillary Agreements (as that term is defined in the Distribution Agreement)
will provide for the separation of NDC and Global Payments into separate and
distinct entities and the substantial separation of their operations, and
although the Parties had, prior to the Effective Date, begun (and in some cases,
completed) the separation of certain computer system and network system
functions, other computer systems and network activities presently shared by the
Parties, such as the batch processing capabilities of the Unisys computers (the
"Batch Processing System") that serve both the Health Business and the Commerce
Business cannot be separated as of the Effective Date.

     Accordingly, the Parties deem it to be appropriate and in their best
interests in connection with the Distribution that Global Payments shall provide
to NDC certain services upon the terms and conditions of this Agreement for the
period provided for herein and that NDC will reimburse 

<PAGE>
 
Global Payments for such services, on an allocated cost basis, plus certain fees
for administrative costs.

                             Terms and Conditions

     Now, Therefore, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereto agree as follows:

                        Article 1 Provision of Services

     "Services" means the batch processing services described in Addendum I--
Batch Processing Services.

     Provider shall, subject to the terms and conditions of this Agreement,
provide Recipient with the Services.

                         Article 2 Allocation of Costs

     All costs incurred by Provider in connection with the provision of the
Services will be allocated between the Parties as described in the body of this
Agreement or in Addendum II--Allocation of Costs.

                        Article 3 Invoices and Payments

Section 3.01 Invoices

     Provider will provide Recipient monthly invoices which will provide
reasonable details regarding the allocation of costs and other charges for each
of the types of Services rendered.

     Provider will use commercially reasonable efforts to provide Recipient with
an invoice by the tenth day of the month following the month in which the
Services were rendered.

     Recipient must notify Provider of any objection within twenty (20) days
after its receipt of the invoice, and must provide reasonable details as to
specific charges to which Recipient objects, and the basis for such objection.

Section 3.02 Payment

     Recipient agrees to pay Provider all costs allocated to it in accordance
with this Agreement and all other charges that Provider is entitled to charge
pursuant to this Agreement. All payments by Recipient shall be made within
thirty (30) days of Recipient's receipt of an invoice and shall be made by wire
transfer to a bank account designated by Provider.

     If any portion of an amount due to Provider under this Agreement is subject
to a bona fide dispute between the Parties, Recipient shall nonetheless pay and
remit to Provider on the date such amount is due all amounts not disputed in
good faith by Recipient.

                                      -2-

<PAGE>
 
                        Article 4 Term and Termination

Section 4.01 Initial Term

     This Agreement shall begin on the Effective Date, and shall expire on May
31, 2001 (the "Initial Term"), unless (i) renewed as provided in Section 4.02 or
(ii) terminated earlier in accordance with the terms of this Agreement.

Section 4.02 Renewal Terms

     This Agreement may be renewed for two successive renewal terms of one (1)
year (each a "Renewal Term") (the Initial Term and all Renewal Terms
collectively referred to herein as the "Term") if, during the Initial Term,
Recipient gives written notice of renewal at least thirty (30) days prior to the
last day of the Initial Term; and if, no later than at least thirty (30) days
prior to the last day of the first Renewal Term, Recipient gives written notice
of renewal for the second Renewal Term.

Section 4.03 Extension in Connection with Termination Assistance

     If, pursuant to Section 4.06, Recipient requests that Provider provide
termination assistance, then this Agreement shall be extended during the period
that Provider provides such termination assistance.

Section 4.04 Termination

     (a)  By Recipient for Convenience

     Recipient may terminate this Agreement for convenience, in whole but not in
part, by giving Provider at least three hundred sixty five (365) days prior
notice designating the termination date.

     (b)  By Provider for Non-Payment

     Provider may terminate this Agreement if Recipient defaults in the payment
when due of any amount due to Provider and does not cure such default within 10
days after receiving notice of the default.

     (c)  By Either Party upon Material Default

     This Agreement may be terminated by either Party if the other Party commits
a breach of a material term, obligation or condition hereof, where said breach
is not substantially cured within 30 days after receiving written notice of said
breach, or with respect to a material breach that cannot reasonably be cured
within 30 days, that the breaching Party has not commenced substantial action to
cure said breach within 30 days after receiving notice of said breach.

                                      -3-

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Section 4.05  Cessation of Performance; Payment

     Upon expiration or termination of this Agreement for any reason, except as
provided in Section 4.06, Provider will cease to have any obligation to perform
the Services hereunder, and Recipient will pay and remit to Provider all amounts
due to Provider for all Services provided and expenses incurred  through the
date of such expiration or termination.

Section 4.06  Termination Assistance

     In connection with the expiration or termination of this Agreement for any
reason unless this Agreement has been terminated by Provider pursuant to Section
4.04(b), Provider will, for a reasonable period, provide reasonable termination
assistance to Recipient in order to assist Recipient in transitioning the
Services from Provider to Recipient or other third party provider; provided,
however, that Recipient shall be obligated to pay all fees and expenses of
Provider incurred in connection with the rendering of said termination
assistance.

Section 4.07  Survival of Selected Provisions

     Notwithstanding the expiration or earlier termination of this Agreement for
any reason, however described, the following sections of this Agreement shall
survive any such expiration or termination: Section 4.05; Section 4.06; this
Section 4.07; Article 8; Article 9, Article 10, Article 11; Section 12.06;
Section 12.08; Section 12.10; Section 12.11 and Section 12.12.  Upon termination
or expiration of this Agreement, all rights and obligations of the Parties under
this Agreement will immediately cease and terminate (except for the rights and
obligations under those Sections specifically designated to survive in this
Section 4.07).

                           Article 5 Service Levels

Section 5.01 General

     The Parties have agreed to a procedures manual (the "Procedures Manual")
that governs the performance of the Services by Provider.  Provider agrees that
the performance and delivery of the Services will meet or exceed any agreed upon
service levels to be set forth in the Procedures Manual, and Recipient agrees
that its only remedies for the failure of the performance or delivery of the
Services to meet or exceed any agreed upon service levels set forth in the
Procedures Manual will be the remedies, if any, set forth in the Procedures
Manual.

Section 5.02 Measured Services

     If a performance metric for a particular Service or aspect of the Services
are not set forth in the Procedures Manual, and Recipient requests that one or
more performance metrics be established for a particular aspect of the Services,
then Provider, with the assistance of Recipient shall perform an assessment of
the historical service levels as they existed for the twelve (12) month period
before the Effective Date for such aspect of the Services, and Provider will
propose performance metrics based on that assessment. When performance metrics
for such aspect of the Services have been accepted in writing by Recipient and
Provider, such service levels shall be incorporated into the Procedures Manual,
and Provider will thereafter perform in accordance with such new service levels.
The Parties intend that any and all service levels will not be less favorable 

                                      -4-

<PAGE>
 
to Recipient during the Term than they are at the initiation of the Services
pursuant to this Agreement.

Section 5.03  Review and Remedy

     The Parties will review the extent to which the Services were performed in
accordance with the Procedures Manual as part of each Monthly Review (as that
term is defined below). If the Services have been performed at a level below any
applicable service levels included in the Procedures Manual, each Party may
propose one or more remedies if no specific remedy is set forth in the
Procedures Manual.  These remedies can include modification of the applicable
service levels, equipment changes or changes in operational processes.  If,
after the involvement of the Senior Representatives, the Parties are unable to
agree to remedies, either Party may invoke the provisions of Article 11.
Notwithstanding the foregoing, in the event that the Parties cannot reach
agreement regarding a remedy after resort to the dispute resolution procedures
set forth in Article 11, then the Parties may pursue all other remedies
available under this Agreement and the Procedures Manual.

                         Article 6 Project Management

Section 6.01  Senior Representatives; Monthly Reviews

     Provider and Recipient each shall appoint a senior member of management to
represent them with respect to the relationship of the Parties hereunder (each,
a "Senior Representative"). The Provider Senior Representative and the Recipient
Senior Representative shall meet at least one time each calendar month (the
"Monthly Review") to review Provider's performance under this Agreement.

Section 6.02  Account Managers; Weekly Meetings

     Provider and Recipient will each appoint an account manager  to serve as
such Party's main contact with the other Party for project and request
submissions, status reporting, disputes and other issues related to this
Agreement (each, an "Account Manager").  The Account Managers shall hold weekly
meetings (the "Weekly Meetings") to discuss performance under this Agreement and
all operational and administrative issues relating thereto.

Section 6.03  Personnel Decisions

     (a) Provider will consult with Recipient in each instance prior to
transferring, reassigning, terminating, hiring or making other changes in any of
the human resources allocated by Provider as of the Effective Date to the
performance and delivery of the Services.  Provider will use commercially
reasonable efforts to maintain continuity of the persons performing Services
under this Agreement.

     (b) If Recipient reasonably and in good faith determines that it is not in
Recipient's best interests for any Provider or subcontractor employee to be
appointed to perform or to continue performing any of the Services, Recipient
shall give Provider written notice specifying the reason for its position and
requesting that such employee not be appointed or be removed from the Provider
group servicing Recipient and be replaced with another Provider employee.

                                      -5-

<PAGE>
 
Promptly after its receipt of such a notice, Provider shall investigate the
matters set forth in the notice, discuss with Recipient the results of the
investigation, and the Parties will use commercially reasonable efforts to
resolve the matter on a mutually acceptable basis.

                              Article 7 Software

Section 7.01 Third Party Software

     Prior to the Effective Date, NDC was a licensee of certain software from
third parties (the "Third Party Software").  NDC used the Third Party Software,
together with the Shared Software (as that term is defined below) and the
computer hardware and other devices owned or leased by it to operate the Batch
Processing System. Provider represents and warrants that it has obtained all
Required Consents (as defined below) under the contractual, leasing and
licensing arrangements used by Provider to provide the Services (the "Third
Party Agreements"). The Parties believe that the terms and conditions of the
licenses to the Third Party Software permit Provider to provide the Services to
Recipient pursuant to the terms of this Agreement without any increase in any
royalty fee or any other adverse change in the terms and conditions of such
licenses; however, to the extent that Provider determines or has notice of any
claim that any such license restricts Provider from providing any of the
Services, Provider shall promptly negotiate an amendment to such license so that
it may provide the Services (whether by the grant of a sublicense or otherwise),
and in such event if Provider incurs any increase in the cost of the royalty fee
or other adverse change in the terms and conditions of an existing license, or
renewal or extension thereof, Recipient will reimburse Provider for that portion
of the cost of such license (or the increased royalties or the cost of any other
adverse change in the terms and conditions) that corresponds to Recipient's
proportionate use of such Third Party Software.

     Except as provided above, Provider will be responsible for the payment of
all license fees, royalty fees, maintenance fees, acquisition costs or similar
costs incurred in connection with the use of Third Party Software, all of which
will be included as part of the cost allocation process described in Addendum
II--Allocation of Costs.  Recipient will be responsible for the payment of all
license fees, royalty fees, maintenance fees, acquisition costs or similar costs
of any Third Party Software used by Provider solely to provide Services to
Recipient, none of which will be included as part of the cost allocation process
described in Addendum II--Allocation of Costs.

Section 7.02 Application of Current Technology

     In providing Services hereunder, Provider will continue to utilize the
technology that was used prior to the Effective Date.  Provider may not make
changes to its technology that materially and adversely affects the Services,
but, notwithstanding the foregoing, in the event that Provider makes certain
technology changes that materially and adversely affect the Services, Recipient
will have a right to terminate this Agreement for convenience as provided by
Section 4.04(a).

     If Provider makes changes to its technology that materially increases the
quality of the Services, any increased development costs, expenses or fees
associated with such technology 

                                      -6-

<PAGE>
 
changes will be shared by Provider and Recipient based on the proportionate use
of the Services that were materially improved in quality.

               Article 8  Warranties And Additional Undertakings

Section 8.01  By Provider

     Provider will perform the Services in a professional and workmanlike
manner.

Section 8.02  Security

     Provider is responsible for running a professional data center with the
normal safeguards of an "average" business.  Provider shall perform the Services
in accordance with the physical and data security procedures set forth in the
Procedures Manual.

Section 8.03  Virus Avoidance

     Each Party will take commercially reasonable measures to ensure that no
virus or similar items are coded or introduced into any software used to provide
the Services and the operating environments used to provide the Services.  Both
Parties will continue to perform and maintain at least the virus protection and
correction procedures and processes in place at Provider prior to the Effective
Date.  If a virus is found to have been introduced into any software or
operating environment used to provide the Services, both Parties shall use
commercially reasonable efforts and diligently work to eliminate the effects of
the virus.  However, Provider shall take immediate action to remediate the
virus' proliferation in the operating environment used to provide the Services.
The Party causing or permitting a virus to be introduced into any software or
operating environment used to provide the Services shall bear the costs
associated with such efforts and the Losses caused by such a virus.  If
Recipient introduces or permits the introduction of a virus, Provider shall be
relieved of the affected services levels described in the Procedures Manual to
the extent such virus impacts Provider's ability to satisfy such service levels.

Section 8.04  Disabling Codes

     Each Party agrees that it will not insert or use disabling codes in any
software or equipment used to provide the Services. The Parties further covenant
that with respect to any disabling code that may be part of any software or
equipment used to provide the Services, neither Party will invoke such disabling
code at any time, including upon expiration or termination of this Agreement for
any reason.

Section 8.05  Pass-Through Warranties

     Provider agrees to pass through to Recipient any warranties given by its
third party vendors in connection with hardware, software or other products or
services used by Provider to provide the Services to the extent permitted by the
terms and conditions of such warranties.

                                      -7-

<PAGE>
 
Section 8.06  Disclaimer of Warranties.

     Except as otherwise expressly provided heren, neither party makes any other
representations or warranties, of any kind, nature or description, including
without limitation any warranties of merchantability or fitness for a particular
purpose.

Section 8.07  Noninfringement

     Each of the Parties covenants that it will perform its responsibilities
under this Agreement in a manner that does not infringe, or constitute an
infringement or misappropriation of, any patent, trade secret, copyright or
other proprietary right of any third party.

Section 8.08  Regulatory Proceedings and Compliance with Laws

     Each Party agrees, at its cost and expense, to obtain all necessary
regulatory approvals applicable to its business, to obtain any necessary permits
for its business, and to comply with all laws and regulatory requirements
applicable to the performance of its obligations under this Agreement.  If a
Party seeking a regulatory approval or a necessary permit is dependant upon the
cooperation of other Party in order to obtain such approval or permit, the other
Party will provide such cooperation as is reasonably necessary provided that the
Party seeking such cooperation shall reimburse the cooperating Party for all
costs incurred in connection therewith.

                      Article 9  Confidential Information

Section 9.01  Confidential Information of Recipient.

     Provider covenants and agrees to keep and hold in confidence all of
Recipient's data and other confidential or proprietary information (collectively
the Recipient Confidential Information) provided hereunder or obtained in
connection herewith, and will use said Recipient Confidential Information only
in connection with the performance of the Services. Provider will employ
substantially the same safeguards, but not less than reasonable safeguards, in
protecting the Recipient Confidential Information that it uses in safeguarding
confidential data of its own, or the confidential data of its customers, against
accidental or unauthorized deletion, destruction or alteration.

Section 9.02  Confidential Information of Provider

     Recipient covenants and agrees to keep and hold in confidence all of
Provider's data and other confidential or proprietary information (collectively
the Provider Confidential Information) provided hereunder or obtained in
connection herewith, and will use said Provider Confidential Information only in
connection with its receipt of the Services. Recipient will employ substantially
the same safeguards, but not less than reasonable safeguards, in protecting said
Provider Confidential Information that it uses in safeguarding confidential data
of its own, or confidential data of its customers, against accidental or
unauthorized deletion, destruction or alteration.

                                      -8-

<PAGE>
 
Section 9.03  Exclusions

     Notwithstanding Sections 9.01 and 9.02, this Article 9 will not apply to
any information which Provider or Recipient can demonstrate, based on
documentary evidence, was: (a) without a breach of duty owed to the disclosing
party, is in the possession of the receiving party at the time of disclosure to
it; (b) received after disclosure to it from a third party who had a lawful
right to and, without a breach of duty owed to the disclosing party, did
disclose such information to it; or (c) independently developed by the receiving
party without reference to Company Information of the disclosing party.
Further, either Party may disclose the other Party's Confidential Information to
the extent required by law or order of a court or governmental agency. However,
the recipient of such Confidential Information must give the other Party prompt
notice and make a reasonable effort to obtain a protective order or otherwise
protect the confidentiality of such information, all at the discloser's cost and
expense. Disclosure

     Each Party may disclose the other Party's Confidential Information to those
of the recipient Party's attorneys, auditors, insurers (if applicable),
subcontractors and full time employees who have a need to have access to such
information and have agreed to hold the information confidential.

                            Article 10 Indemnities

Section 10.01  Losses Defined

     "Losses" shall mean all losses, liabilities, damages, penalties and claims
(including taxes and all related interest and penalties incurred directly with
respect thereto), and all related costs, expenses and other charges (including
all reasonable attorneys' fees and reasonable costs of investigation,
litigation, settlement or judgment, interest and penalties).

Section 10.02  Indemnities for Certain Losses

     Each Party shall indemnify (in such case, that Party is referred to as the
"indemnitor") the other Party (in such case, that Party is referred to as the
"indemnitee") from all Losses arising out of:

     (a)  any claim for rent or utilities at any location where the indemnitor
          is financially responsible under this Agreement for such rent or
          utilities, or

     (b)  any claim for wages, benefits, third party fees, taxes, assessments,
          duties, permits or other charges of any nature for which the
          indemnitor is financially responsible under this Agreement, as well as
          any additions to tax, penalties, interest, fees or other expenses
          incurred by the indemnitor as a result of such charges not being paid
          at the time or in the manner required by applicable law, or

     (c)  an act or omission of the indemnitor in its capacity as an employer of
          a person and arising out of or relating to (1) federal, state or other
          laws or regulations for the protection of persons who are members of a
          protected class or category of persons, (2) sexual discrimination or
          harassment, (3) accrued employee benefits not expressly assumed by the
          indemnitee and (4) any other aspect of the 

                                      -9-

<PAGE>
 
          employment relationship or its termination (including claims for
          breach of an express or implied contract of employment) and which,
          with respect to each of clauses (1) through (4), arose when the person
          asserting the claim, demand, charge, actions, cause of action or other
          proceeding was or purported to be an employee of the indemnitor, or

     (d)  any claims of infringement of any patent or any copyright, trademark,
          service mark, trade name, trade secret, or similar property right
          conferred by contract or by common law or by any law of any country or
          any state alleged to have been incurred because of or arising out of
          any aspect of the Services provided by Provider in its performance of
          the Services, or

     (e)  any claims for personal injuries, death or damage to tangible personal
          or real property of third parties including employees of a Party, and
          its subcontractors caused by the negligence or willful misconduct of
          such Party, its employees, affiliates or subcontractors. However,
          neither Party will have any obligation under this part, to the extent
          the same arise out of or in connection with the negligence or willful
          misconduct of the non-indemnifying Party, its employees, affiliates or
          subcontractors.

Section 10.03  Limitation of Liability

     Except for a breach of Section 3.02, Article 9, or liabilities arising from
the Parties' indemnification obligations under Section 10.02, the liability of
each Party to the other for all damages arising out of or related to this
Agreement, regardless of the form of action that imposes liability will be
limited to $100,000.00; provided however, that this limitation of liability also
will not apply to the liability of either Party to the extent such liability
results from (a) that Party's acts of intentional misconduct in the performance
or nonperformance of its obligations under this Agreement; (b) that Party's
nonperformance of its payment obligations to the other expressly set forth in
this Agreement (including, with respect to Recipient, Recipient's obligation to
make payments to Provider, whether in the form of charges for Services performed
hereunder, payments upon termination of this Agreement, or for payment or
reimbursement of taxes, out-of-pocket expenses or pass-through expenses).

Section 10.04  Exclusion of Certain Damages

Except for a breach of Section 3.02, Article 9, or liabilities arising from the
Parties indemnification obligations under Section 10.02, in no event will either
Party be liable for any amounts for loss of income, profit or savings or
indirect, incidental, consequential, exemplary, punitive or special damages of
any Party, including third Parties, even if such Party has been advised of the
possibility of such damages in advance, and all such damages are expressly
disclaimed.

                                      -10-

<PAGE>
 
Section 10.05  Duty to Mitigate

     Each Party has a duty to mitigate the damages that would otherwise be
recoverable from the other pursuant to this Agreement by taking appropriate and
reasonable actions to reduce or limit the amount of such damages.

Section 10.06  Time Limit to Make Claims

     No claim and demand for mediation or arbitration or cause of action which
arose out of an event or events which occurred more than two (2) years prior to
the filing of a demand for mediation or arbitration or suit alleging a claim or
cause of action may be asserted by either Party against the other.

                  Article 11 Dispute Escalation and Mediation

Section 11.01  Resolution of Disputes by Account Managers

     All disputes between the Parties regarding charges, work activities,
quality of service or any other issue hereunder shall be first raised by
Recipient with the designated Provider Account Manager and the Parties shall
endeavor to amicably resolve the same.

Section 11.02  Involvement of Senior Representatives

     In the event of any dispute between the Parties regarding charges, work
activities, quality of service or any other issue hereunder that cannot be
resolved by Recipient with the Provider Account Manager, Recipient is required
to submit its complaint in writing to the Provider Senior Representative within
30 days of the event or circumstance giving rise to said dispute, or as soon
thereafter as reasonably practical. Any such written complaint shall
specifically reference this dispute provision and shall provide reasonable
details regarding the nature and facts surrounding the complaint. The Provider
Senior Representative shall respond to each complaint received hereunder within
30 calendar days of receipt of said complaint. The Provider Senior
Representative and the Recipient Senior Representative shall endeavor to
amicably resolve any such dispute.

Section 11.03  Involvement of Chief Executive Officers

     In the event that negotiations in accordance with Section 11.01 and Section
11.02 have failed to resolve a dispute hereunder, the matter shall be referred
to the Chief Executive Officers of Provider and Recipient for attempted
resolution. In the event that the dispute cannot be resolved satisfactorily
between Provider and Recipient at that level, each Party agrees to submit first
to non-binding mediation as provided below.

Section 11.04  Non-binding Mediation

     (a) In the event non-binding mediation is required by Section 11.03, the
Parties shall submit the dispute to non-binding mediation to be held in Atlanta,
Georgia. The Parties will choose a neutral mediator from a list of mediators
maintained by the American Arbitration

                                      -11-

<PAGE>
 
Association (the "AAA") office located in Atlanta, Georgia. If the Parties are
unable to agree on the mediator, the mediator will be selected by the AAA.

     (b) Notwithstanding any other provision of this Article 11, either Party
may resort to court action for injunctive relief at any time if the dispute
resolution processes set forth in this Article 11 would permit or cause
irreparable injury to such Party or any third Party claiming against such Party,
due to delay arising out of the dispute resolution process.

Section 11.05  Expenses of Mediation

     Each Party shall be responsible for its costs of mediation, and the Parties
will each pay one-half of the expenses of the mediator and the AAA.

Section 11.06  Recipient's Sole Remedy Upon Failure of Mediation

     In the event that a dispute is not resolved after mediation to the
satisfaction of Recipient, the sole remedy of Recipient is to terminate this
Agreement for convenience as provided in  Section 4.04(a), and, in the case of
an overcharge revealed by an audit made pursuant to Section 12.01, to bring suit
for the amount of such overcharge; provided however, the Parties may pursue any
and all remedies available at law or in equity (in each case subject to the
limitations of Section 10.03, Section 10.04, Section 10.05 and Section 10.06)
(other than termination of this Agreement) for breaches of Sections 3.02,
Article 9 or for acts of intentional misconduct in the performance of, or
intentional nonperformance of, the Services or the obligations of the Parties
pursuant to Article 2, Section 8.03, Section 8.04 or Section 10.02.

Section 11.07  Continuation of Services and Obligations Pending Resolution of
               Disputes

     Notwithstanding the existence of a dispute, Provider shall continue to
provide the Services during any dispute resolution proceedings (whether informal
or formal) and Recipient will continue to perform its obligations (including the
making of all payments which are not the subject of a good faith dispute to
Provider) in accordance with this Agreement.

                           Article 12 Miscellaneous

Section 12.01  General Audit Rights

     Recipient shall have the right to have the books and records of Provider
that relate to the Services provided under this Agreement quarterly by its
internal audit staff, or its external auditors (provided that any person that is
a member of such audit staff or auditors participating in the audit  must first
sign a confidentiality agreement containing the same provisions of Article 9)
Recipient shall be solely responsible for the costs and expenses of any such
audit. In the event of such audit, Provider shall provide Recipient's auditors
reasonable access to all relevant books, records and personnel during normal
business hours.  In the event an audit reveals an overcharge or undercharge, the
Party who, based on the results of the audit, owes money to the other Party
shall have a reasonable time to review audit and documents that provide the
basis for the conclusions reached by the audit.  After such a review, to the
extent such Party does not dispute the conclusions of the audit, such Party
shall pay the other Party the undisputed amounts owed.  The disputed amounts, if
any, may be resolved pursuant to Article 11.

                                      -12-

<PAGE>
 
Section 12.02  Subcontracting

     Subject to the provisions of Section 6.03 hereof. Provider may subcontract
non-material portions of the Services without consent or approval of Recipient,
provided that (i) the subcontractors sign and deliver to Recipient appropriate
confidentiality agreements in advance of undertaking any of the Services and
(ii) Provider remains primarily liable and obligated to Recipient for the timely
and proper performance of all of its obligations hereunder and for the proper
and timely performance and actions of any person or entity to which it delegates
or subcontracts any such obligation.

Section 12.03  Assignment

     Except as provided in this Section 16.5, neither Party may assign this
Agreement, in whole or in part, without the prior written consent and approval
of the other Party hereto, which consent shall not be unreasonably withheld
(provided however, in the case of any assignment by Provider, the Parties agree
that the only basis on which Recipient may withhold such consent is if the
assignee in not competent to provide the Services), except that either Party
may, in connection with the sale of all or substantially all of its assets, any
merger, consolidation, reorganization, or other business combination to which a
Party is a party, assign its obligations and responsibilities hereunder to the
purchaser in the case of a sale of assets, or the surviving entity in the case
of a merger, consolidation or business combination, without the approval of the
other Party. An assignment will not relieve a Party of any obligations under
this Agreement. Any purported transfer, assignment or delegation that does not
comply with the terms of this Section 16.5 shall be null and void and of no
force or effect.  Notwithstanding the foregoing, neither Party shall have the
right to assign this Agreement and the obligations hereunder to any successor of
such Party by way of merger, consolidation, reorganization or the acquisition of
substantially all of the business and assets of the assigning Party relating to
the Agreement if such successor's principal business is the business of the
other Party (i.e., the Health Business or the eCommerce Business).

Section 12.04  Consents and Approvals

     Each Party will obtain all governmental and other consents necessary for
it to provide or use, as the case may be, the Services.

Section 12.05  Relationship of the Parties

     The sole relationship between the Parties shall be that of independent
contractors. No partnership, joint venture, or other formal business
relationship is hereby created between the Parties hereto. Neither Party shall
make any warranties or representations, or assume or create any obligations, on
the other Party's behalf except as may be expressly permitted hereunder or in
writing by such other Party. Each Party shall be solely responsible for the
actions of all their respective employees, agents and representatives.

Section 12.06  Non-solicitation or Hiring of Employees

     During the Term and for eighteen (18) months thereafter neither Party will
encourage or solicit any employee or consultant to leave the employ of the other
Party; provided however, that 

                                      -13-

<PAGE>
 
the foregoing does not prohibit mass media "want ads" not specifically directed
towards employees or consultants of a Party.

Section 12.07  Expenses

     Except as otherwise expressly provided for herein, each Party shall bear
its own costs and expenses in connection with this Agreement and the performance
of its obligations and responsibilities hereunder.

Section 12.08  Notices

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

               If to Recipient, to:

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

               If to Provider, to:

                    Global Payments Inc.        
                    4 Corporate Square         
                    Atlanta, GA 30329          
                    Attention:  General Counsel 
 
     Either Party may, by written notice delivered to the other Party in
accordance with this Section, change the address to which delivery of any notice
shall thereafter be made.

Section 12.09  Amendment and Waiver

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

                                      -14-

<PAGE>
 
Section 12.10  Entire Agreement

     This Agreement constitutes the entire understanding of the Parties hereto
with respect to the subject matter hereof, superseding all negotiations, prior
discussions and prior agreements and understandings relating to such subject
matter.

Section 12.11  Severability

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

Section 12.12  Governing Law

     This Agreement shall be construed in accordance with, and governed by, the
laws of the State of Georgia, without regard to the conflicts of law rules of
such state. This Agreement is expressly made subject to any United States
government laws, regulations, orders or other restrictions regarding export from
the United States of computer hardware, software, technical data or derivatives
of such hardware, software or technical data.

Section 12.13  Force Majeure

     Provider will not be liable for any failure of performance of the Services
under this Agreement due to any cause beyond its reasonable control, including
acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor
shortage or dispute or governmental act or any other causes beyond Provider's
reasonable control, whether or not of the same class or kind as those
specifically named above.

Section 12.14  Counterparts

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

                                      -15-

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

                                        NATIONAL DATA CORPORATION            
                                                                            
                                        By: /s/ Randolph L. M. Hutto         
                                            --------------------------         
                                        Name:  Randolph L. M. Hutto         
                                        Title: Chief Financial Officer     
                                                                            
                                        Global Payments Inc.                
                                                                            
                                        By: /s/ Paul R. Garcia               
                                            --------------------------  
                                        Name:  Paul R. Garcia               
                                        Title: Chief Executive Officer      

                                      -16-

<PAGE>
 
                     Addendum I--Batch Processing Services

General

     Provider will provide to Recipient batch claims processing, printing
services, provision of backup tapes, system backup and offsite storage.

Locations

     The Services will be provided at Recipient's Atlanta location.

Specific Services

     (a)  Batch Runs

     Conduct daily claims processing batch runs Monday through Friday.

     Conduct five claims processing batch runs over each Saturday through Sunday
     period.

     Conduct four weekly claims processing batch runs.

     Conduct ten monthly claims processing batch runs.

     (b)  Printing Services

     Print daily claims processing print files (HC/RX).

     Print weekly Customer Profile System files.

     Conduct ten Customer Profile System print runs per month.

     (c) Provision of Tapes for System Backup

     Provide Tandem backup tapes as needed.

     Provide Unisys backup tapes as needed.

     (d)  Offsite Storage

     Provide off-site storage for Tandem back-up tapes as needed.

     Provide [off-site] storage for generic daily tapes as needed.

     Provide [off-site] storage for VAX/CLINIX backup tapes as needed.

<PAGE>
 
                       Addendum II--Allocation of Costs

     Recipient will pay monthly fees to Provider for the Services.  The Fees
will be based on the allocated cost of the Services.

     As of the Effective Date, Provider has estimated that the Services will
have an allocated cost of $28,523.50, calculated as follows:

     Provider estimates that the following personnel time will be required to
provide the Services: (i) thirty minutes of manpower per day for print time,
(ii) one hour of manpower per day for batch run set-up, (iii) three hours of
manpower per day for tape handling, (iv) two hours of manpower per day for
offsite handling, (v) thirty minutes of manpower per day for customer support
and (vi) two hours of manpower per day for system operations, for an estimated
monthly allocated cost of $6,000.00.

     Provider estimates that (i) it will print an estimated 9,100 daily claims
processing print files (HC/RX) per month; (ii) print an estimated 1,733 weekly
Customer Profile System files per month, (iii) conduct ten Customer Profile
System print runs per month for an estimated total of 34,234 files per month,
for an estimated monthly allocated cost of $902.00

     Provider estimates that the  estimated time requirement by Provider to
conduct all of the above batch runs is 37 hours per month, for an allocated
monthly cost of $18,500.00.

     Provider estimates that Recipient will require an estimated 6,604 Tandem
backup tapes annually and an estimated 5,034 Unisys backup tapes annually, for
an allocated monthly cost of $969.00.

     Provider estimates that Recipient will require (i) off-site storage for 225
total Tandem back-up tapes; (ii) [off-site] storage for 3,960 total generic
daily tapes, and (iii) [off-site] storage for twelve cases of VAX/CLINIX backup
tapes, for an estimated fee to an outside vendor of $2,152.50 for such offsite
storage.



<PAGE>
 
                                                                    EXHIBIT 10.6
 
                                LEASE AGREEMENT

                                    Between






                          NATIONAL DATA CORPORATION,
                            a Delaware corporation,
                                  as Landlord


                                      And



                             GLOBAL PAYMENTS INC.,
                            a Georgia corporation,
                                   as Tenant



                            Dated: January 31, 2001
                                   ----------      

<PAGE>
 
                               TABLE OF CONTENTS

                                LEASE AGREEMENT
 
 
 No.   Description                                                         Page
 ---   -----------                                                         ----

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..........................................................   4
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............................................   9
26.  Default..............................................................  10
27.  Landlord Default/Tenant Remedies.....................................  11
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................................................  14
36.  Waste Disposal.......................................................  15
37.  Surrender of Premises................................................  15
38.  Cleaning Premises....................................................  15
39.  No Estate In Land....................................................  15
40.  Cumulative Rights....................................................  15

<PAGE>
 
41.  Paragraph Titles; Severability.......................................  15
43.  Holding
 Over.........................................................  16
45.  Building Allowance and Tenant Finishes...............................  16
46.  Rules and Regulations................................................  16
47.  Quiet Enjoyment......................................................  17
48.  Entire Agreement.....................................................  17
49.  Limitation of Liability..............................................  17
50.  Submission of Agreement..............................................  17
51.  Authority............................................................  17
53.  Broker Disclosure....................................................  17
54.  Notices..............................................................  17
55.  Force Majeure........................................................  18
56.  Special Stipulations.................................................  18



                                     -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 31/st/ day of January, 2001, 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 February 1, 2001 (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 fiscal year 2001, 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 Landlord 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.

                                      -18-

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


                                        LANDLORD:
                                     
                                        NATIONAL DATA CORPORATION
                                     
                                     
                                        By: /s/ Randolph L. M. Hutto
                                            ---------------------------------
                                            Name: Randolph L. M. Hutto
                                                 ----------------------------
                                            Title: Chief Financial Officer
                                                  ---------------------------
                                     
                                        TENANT:
                                     
                                        GLOBAL PAYMENTS INC., a Georgia
                                        corporation
                                     
                                     
                                        By: /s/ Paul R. Garcia
                                            ---------------------------------
                                            Name: Paul R. Garcia
                                                 ----------------------------
                                            Title: Chief Executive Officer
                                                  ---------------------------

                                      -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 

<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.

<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-1 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 __________________,
2001.

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 _________________, 2001.


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.

<PAGE>
 
3.   Other agreements or modifications:
     --------------------------------- 



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

TENANT:                                   LANDLORD:
-------                                   ---------
                     
GLOBAL PAYMENTS INC.                      NATIONAL DATA CORPORATION
                     
                     
                     
By:____________________________           By:_________________________________
Title:_________________________           Title:______________________________
                     
                     
                     
Attest:________________________           Attest:_____________________________
Title:_________________________           Title:______________________________
                     
                     
[CORPORATE SEAL]                              [CORPORATE SEAL]

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

                                    BUDGET

--------------------------------------------------------------------------------
                                  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

                                        
                                                     Prudential Loan No. 6102570

                                                                                
                                        
                        SUBORDINATION, NON-DISTURBANCE
                           AND ATTORNMENT AGREEMENT
                        ------------------------------
                                        
THIS AGREEMENT ("Agreement") made as of the ____ day of ___________________,
2000, by and among THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (together with
its successors or assigns in interest, collectively "Lender"), National Data
Corporation ("Landlord"), Global Payments Inc. ("Tenant").


                               R E C I T A L S:
                               --------------- 

Lender is the owner and the holder of a loan evidenced by a promissory note (the
"Note") dated  April 16, 1998 and amended April 29, 1999 in the face amount of
               -----------------------------------------                      
$3,500,000. The Note is secured by a Deed to Secure Debt and Security Agreement
(the "Mortgage") dated the same date as said Note, and recorded at the Real
Property Records of the Dekalb County, Georgia clerk of superior court, Book
9948, page 16, covering the real property described therein (the "Mortgaged
Premises").

Tenant is the tenant under that certain Lease Agreement dated __________________
(the Lease"), between Tenant and National Data Corporation as landlord (said
landlord and its successors and assigns under the Lease hereinafter collectively
called "Landlord"), covering all or part of the Mortgaged Premises as set forth
under the Lease (hereinafter called the "Demised Premises").

Tenant and Lender desire to confirm their understanding with respect to the
Lease and the Mortgage.

     THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other good valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by all parties, Lender and Tenant agree as
follows:

     1.   Subordination. Subject in all respects to the provisions of this
          -------------                                                    
Agreement, the Lease is now, and will at all times and for all purposes be
subordinate, in every respect, to the Mortgage. The Lease is subordinate, in
each and every respect, to any and all increases, renewals, modifications,
extensions, substitutions, replacements and/or consolidations of the Mortgage,
(collectively a "Modification"), provided that any and all Modifications shall
nevertheless be subject to the terms of this Agreement.

     2.   Non-Disturbance. So long as Tenant is not in material default under
          ---------------
the Lease beyond the expiration of all applicable notice and cure periods,
Tenant shall not be joined as a party defendant in any actions to foreclose the
Mortgage, and the Lease shall not be terminated, 



<PAGE>
 
nor shall Tenant's use, possession or enjoyment of the Demised Premises for the
balance of the term or extensions or renewals thereof, or any of the rights or
privileges of Tenant under or provided by the Lease, be terminated or disturbed
in any way, by any foreclosure or exercise of private power of sale or any other
action or proceeding instituted under or in connection with the Mortgage in case
Lender takes possession of the Mortgaged Premises pursuant to any provisions
thereof.

     3.   Attornment. If Lender or any other party succeeds to the interest of
          ----------
Landlord under the Lease in any manner, including but not limited to
foreclosure, exercise of any power of sale, succession by deed in lieu or other
conveyance (a "Succession"), such party shall be deemed to have assumed the
obligations of the Landlord thereafter arising, accruing or to be performed, and
Tenant will attorn to and be bound to such party (whether Lender or another
party) after receiving notice of such Succession and will recognize Lender or
such other party as the landlord under the Lease. Such attornment and the
provisions of this Agreement shall be effective and self-operative without the
execution of any further instrument. Tenant, upon request, will sign and deliver
any instruments reasonably requested to evidence such attornment. Tenant waives
the provisions of any statute or rule of law, now or hereafter in effect, which
may give or purport to give Tenant any right or election to terminate or
otherwise adversely affect the Lease and the obligations of Tenant thereunder as
a result of any such foreclosure or trustee's sale.

     4.   Limitation On Lender's Liability. Upon any Succession, Lender shall
          --------------------------------
not be (a) liable for any act or omission of the Landlord under said Lease,
except to the extent the same constitutes a continuing default under the Lease
following such party's acquisition of title of the Mortgaged Premises, (b)
subject to any offsets or defenses which Tenant may have against the Landlord
arising or occurring prior to the Succession, except for offsets arising under
the Lease after Lender has received notice and opportunity to cure pursuant to
Paragraph 6 below, (c) bound by any rent or additional rent which Tenant may
have paid to Landlord for more than the current month, unless paid to Lender or
otherwise actually received by Lender, (d) bound by any material amendment or
modification of the Lease made without Lender's prior written consent, (e)
liable for any security deposit paid by Tenant to Landlord unless such deposit
is delivered to Lender, (f) liable for or obligated to pay for repairs,
replacements, damages or allowances not made, performed or paid by the Landlord
if such performance or payment was due prior to the Succession, or (g) liable
for the payment of any leasing commissions, the triggering event for which arose
or occurred prior to the Succession. Any reference to Landlord includes all
prior landlords under the Lease.

     5.   Tenant's Warranty. Tenant warrants to Lender, as of the date hereof,
          -----------------
that (a) attached is a true, correct and complete copy of the Lease, (b) To
Tenant's actual knowledge there are no defaults on the part of Landlord under
the Lease, (c) the Lease is a complete statement of the agreement of the parties
with respect to the leasing of the Demised Premises, and (d) the Lease is
validly executed by Tenant and in full force and effect. Tenant acknowledges and
warrants to Lender that it has not knowingly subordinated the Lease or any of
its rights under the Lease to any lien or mortgage other than the Mortgage.

     6.   Lender Cure Rights. Tenant agrees to give Lender a copy of any notice
          ------------------ 
of default ("Default Notice") which Tenant provides to Landlord under the Lease
by sending such written 


<PAGE>
 
notice to Lender at Suite 1400, Two Ravinia Drive, Atlanta, Georgia 30346,
referencing Loan Number 6102570 by certified mail, return receipt requested.
After receipt of a Default Notice, Lender shall have the right, but not the
obligation, to correct or cure the Landlord default within 10 days after the end
of the cure period provided Landlord by the Lease terms. Until such period
expires, within which Lender may correct or cure the default, Tenant agrees to
take no action to exercise remedies provided to Tenant under the Lease terms.
Tenant will accept Lender's cure of any Landlord default. Landlord acknowledges
and consents to the foregoing.

     7.   Rent Payment. Immediately upon written notice to Tenant (a) that
          ------------ 
Lender has been entitled to collect rents pursuant to its rights under the
Mortgage or any other loan documents acting to secure the Note following a
default under the Loan, or (b) of Lender's succeeding to the Landlord's interest
under the Lease, Tenant agrees to pay all rents due under the Lease directly to
Lender (in accordance with the Lease). Landlord consents to the foregoing and
authorizes and directs Tenant to make payment of such monies to Lender after
Tenant's receipt of such notice. Landlord agrees that any payments so made by
Tenant after receipt of such a notice shall be applied and credited toward
Tenant's obligations under the Lease, regardless of whether Lender was properly
authorized to require such payments from Tenant, and Landlord releases Tenant
from any claim relative to Tenant's payment to Lender based on Lender's demand.

     8.   Complete Agreement. This Agreement supersedes, as between the parties
          ------------------
hereto, all of the terms and provisions of the Lease which are inconsistent
herewith.

     9.   No Oral Modification/Binding Effect. This Agreement may not be
          -----------------------------------
modified orally or in any manner other than by an agreement in writing signed by
the parties hereto or their respective successors in interest. This Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
successors and assigns.

     10.  Laws. This Agreement shall be construed in accordance with the laws of
          ---- 
the State where the Mortgaged Premises are located.

     11.  Automatic Amendment of Lease. Upon a Succession, the Lease is
          ----------------------------
automatically amended as follows:

     a.   Hazardous Materials. All representations, warranties, indemnities or
          ------------------- 
     hold harmless provisions in favor of Tenant from Landlord dealing with the
     presence, use, transportation, disposal, contamination, exposure to or in
     any way arising out of hazardous or toxic materials, chemicals or wastes
     ("Hazardous Materials") are deleted as to Lender. Lender, however, as
     Landlord, covenants and agrees to (a) comply with all laws governing
     Hazardous Materials ("Hazardous Materials Laws"), (b) store, use and
     dispose of all Hazardous Materials at the Mortgaged Premises in accordance
     with all applicable Hazardous Materials Laws, and (c) remove, remediate
     and/or clean up, as applicable, in accordance with all applicable Hazardous
     Materials Laws, all Hazardous Materials at the Mortgaged Premises (to the
     extent not caused by Tenant or its employees, contractors or agents)
     impairing Tenant's use or access to the Demised Premises.


<PAGE>
 
     b.   Insurance. Tenant will at all times carry liability coverage for its
          ---------                                                            
     activities and operations at the Demised Premises, listing Lender and
     Landlord as additional insureds, in accordance with such coverage amounts
     as are required by the Lease. Lender will have no liability to Tenant for
     any indemnity or hold harmless provision under the Lease where Lender is
     otherwise covered by Tenant's liability coverage(s) as carried by Tenant or
     which Tenant is required to carry under the Lease. All insurance required
     to be carried by Landlord under the Lease may be effected by Lender by 
     self-insurance or by a policy or policies of blanket insurance covering
     additional items or locations or assureds and with such deductibles as
     Lender may from time to time determine. Tenant has no rights in any policy
     or policies maintained by Lender.

 
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
     be duly executed the day and year first above written.


                                             LENDER:                            
                                             THE PRUDENTIAL INSURANCE COMPANY   
                                             OF AMERICA                         
ATTEST:                                                                         
                                                                                
___________________________                  By:________________________________
Assistant Secretary                                       Vice President       
                                                          (Corporate Seal)      
                                                                                
                                                                                
                                             TENANT:                            
                                             GLOBAL PAYMENTS INC.               
ATTEST:                                                                         
                                                                                
___________________________                  By: _______________________________
Secretary                                                 President          
                                                                                
                                                          (Corporate Seal)      
                                                                                
ATTEST:                                      LANDLORD:                          
                                             NATIONAL DATA CORPORATION          
___________________________                  By:________________________________
Name:______________________                  Name:______________________________
Title:_____________________                  Title:_____________________________




<PAGE>
 
                                                                    EXHIBIT 10.7
 
                              SUBLEASE AGREEMENT
                              ------------------
                                        

    This Sublease Agreement (this "Sublease") is made this 31/st/ day of
                                                           ------        
January, 2001 between Global Payment Systems, LLC, a Georgia limited liability
-------
company ("Sublandlord"), and National Data Corporation, a Delaware corporation
("Subtenant").


                                R E C I T A L S
                                - - - - - - - -

    Duke Weeks Realty Corporation ("Landlord"), successor in interest to Duke
Weeks Limited Partnership, as landlord, and Sublandlord, as tenant, are parties
to that certain Lease Agreement dated December 18, 1997, for the lease of
certain space (the "Premises") located in Building 482 of Westport Center, 2054
Westport Center Drive, Maryland Heights, Missouri (the "Building"), said lease
having been amended by First Lease Amendment dated October 26, 1998 (as so
amended the "Lease"; all capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in the Lease).

    Sublandlord and Subtenant desire to enter into this Sublease, pursuant to
the terms of which Subtenant will lease from Sublandlord and Sublandlord will
lease to Subtenant a portion of the Premises.

    NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00)
and the mutual covenants and obligations set forth in this Sublease, Sublandlord
and
 Subtenant do hereby agree as follows:

    1.   Subleased Premises.  Sublandlord does hereby lease to Subtenant, and
         ------------------                                                  
Subtenant leases and rents from Sublandlord, that portion of the Premises
consisting of approximately 1,784 rentable square feet (1,784 rentable square
feet being the agreed upon, conclusive square footage of the Subleased Premises
for purposed hereof) as shown outlined and cross-hatched on the floor plan
attached hereto as Exhibit A and incorporated herein by this referenced (the
                   ---------                                                
"Subleased Premises").  The Subleased Premises are being leased by Sublandlord
to Subtenant "AS IS" and Sublandlord shall not be obligated to construct any
demising walls or make any improvements or alterations whatsoever with regard to
the Subleased Premises.  Subtenant shall not make any improvements or
alterations to the Subleased Premises without Sublandlord's prior written
consent.

    2.   Term.  The term of this Sublease ("Sublease Term") shall begin on the
         ----                                                                 
1/st/ day of February, 2001 ( the "Commencement Date") and shall expire at 12:00
-----        --------                                                           
midnight on the day immediately preceding the third (3rd) anniversary of the
Commencement Date, unless the Lease or this Sublease is sooner terminated in
accordance with the terms and conditions set forth therein or herein.
Notwithstanding the foregoing, either party hereto 

<PAGE>
 
may at any time terminate this Sublease by written notice to the other given one
hundred eighty (180) days prior to the effective date of such termination.

    3.   Rent.  Commencing on the Commencement Date and continuing through and
         ----                                                                 
including June 30, 2003 ("First Rent Period), Subtenant shall pay to Sublandlord
a base rent ("Base Rent") of Sixteen and 27/100 Dollars ($16.27) per rentable
square foot of the Subleased Premises per annum ($29,023.89).  The Base Rent
during the First Rent Period shall be payable by Subtenant to Sublandlord in
advance in monthly installments of Two Thousand Four Hundred Eighteen and 66/100
Dollars ($2,418.66) each, which are due and payable on or before the first day
of each calendar month during the First Rent Period with appropriate prorations
for partial months.  Commencing on July 1, 2003 and continuing through and
including the remainder of the Sublease Term (the "Second Rent Period),
Subtenant shall pay to Sublandlord a Base Rent of Seventeen and 85/100 Dollars
($17.85) per rentable square foot of the Subleased Premises per annum
($31,842.61).  The Base Rent during the Second Rent Period shall be payable by
Subtenant to Sublandlord in advance in monthly installments of Two Thousand Six
Hundred Fifty-Three and 55/100 Dollars ($2,653.55) each, which are due and
payable on or before the first day of each calendar month during the Second Rent
Period with appropriate prorations for partial months.  Throughout the Sublease
Term, Subtenant shall also pay as additional rent hereunder ("Additional Rent")
(i) Subtenant's pro rata share (based on the rentable square footage of the
Subleased Premises compared to the rentable square footage of the Premises) of
(a) all Common Area Charges, and (b) costs for outside vendors and service
providers engaged by Sublandlord to provide janitorial, security or other
services to the Premises as a whole, and (ii) any amounts due under the Lease
for separate or other charges (such as excess electrical, overtime HVAC, damage
expenses, etc.) and incurred at Subtenant's request or otherwise allocable or
attributable to the Subleased Premises.  All Additional Rent shall be payable by
Subtenant to Sublandlord at the time and in the same manner such payments are
due by Sublandlord under the Lease, or as otherwise reasonably required by
Sublandlord from time to time.  Base Rent and Additional Rent are referred to
collectively in this Sublease as "Rent".  Subtenant shall also pay all tax due
with regard to the Rent pursuant to the laws of the State of Missouri.

    4.   Relationship to Lease.  This Sublease and all of Subtenant's rights
         ---------------------                                              
hereunder are expressly subject to and subordinate to all of the terms of the
Lease.  Subtenant hereby acknowledges that it has received copies of the Lease
and has read all of the terms and conditions thereof.  Subtenant hereby agrees
to assume all obligations of Sublandlord, as "Tenant" under the Lease, with
respect to the Subleased Premises.  All of the terms and conditions of the Lease
are hereby incorporated into this Sublease by reference as if fully set forth
herein and except that "Landlord" shall be read as "Sublandlord" and "Tenant"
shall be read as "Subtenant"; provided, however, that (i) Subtenant hereby
acknowledges that Subtenant shall look solely to Landlord for the performance of
all the Landlord's obligations under the Lease and that Sublandlord shall not be
obligated to provide any services to Subtenant or otherwise perform any
obligations in connection with this Sublease, and (ii) Subtenant shall not be
entitled to exercise (or to require Sublandlord to 

                                       2

<PAGE>
 
exercise) any right of first offer, right of first refusal, right to contest
taxes, renewal option, purchase option, termination option, contraction option,
expansion option or any such other right or option granted to Sublandlord as
"Tenant" under the Lease. Subtenant acknowledges that any termination of the
Lease will result in a termination of the Sublease.

    5.   Use.  Subtenant's use of the Subleased Premises shall be strictly in
         ---                                                                 
accordance with the use provisions of the Lease.

    6.   Default.  Any act or omission by Subtenant that would constitute a
         -------                                                           
default under the Lease shall, subject to the same notice and cure provisions
provided in the Lease, be deemed a default by Subtenant under this Sublease.  In
addition, any failure by Subtenant to pay Rent when due (and the continuance of
such failure for five (5) days following notice from Sublandlord to Subtenant)
or any failure by Subtenant to perform any other obligations required under this
Sublease, shall be deemed a default hereunder.  Any such default by Subtenant
shall entitle Sublandlord to exercise any and all remedies available to Landlord
under the Lease or any other remedies available at law or in equity under the
laws of the State of Missouri.

    7.   Quiet Enjoyment.  Provided Subtenant has performed its obligations
         ---------------                                                   
hereunder, Subtenant shall have the quiet enjoyment of the Subleased Premises
without interference by Sublandlord or anyone claiming by, through or under
Sublandlord.  Sublandlord shall comply with its obligations under the Lease.
Sublandlord will use reasonable efforts to enforce Landlord's obligations under
the Lease, but if Sublandlord chooses not to pursue an action to enforce any of
Landlord's obligations but Sublandlord desires to enforce such obligations,
Sublandlord will assign its rights to Subtenant and will cooperate with
Subtenant's efforts to enforce such obligations so long as such enforcement
efforts are at Subtenant's sole expense and Subtenant indemnifies Sublandlord
from any damages, claims or expenses resulting from such enforcement effort or
Sublandlord's cooperation therewith.

    8.   Insurance and Indemnities.  Subtenant hereby agrees to indemnify and
         -------------------------                                           
hold Landlord and Sublandlord harmless, with regard to its leasing and use of
Subleased Premises, to the same extent that Tenant is required to indemnify and
hold Landlord harmless with respect to the Premises.  Likewise, Subtenant hereby
agrees to obtain and provide evidence satisfactory to Sublandlord, on or before
the date of this Sublease, that Subtenant is carrying insurance in the same
amounts and of the same types (including any required waiver of subrogation
provisions or endorsements) required to be carried by Sublandlord, as "Tenant"
under the Lease, with regard to the Premises.

    9.   Subleasing and Assignment.  Subtenant shall have no further right to
         -------------------------                                           
sublease or assign its rights under this Sublease or its rights with regard to
the Subleased Premises without the prior written consent of Sublandlord, which
consent may be withheld in Sublandlord's sole discretion.  Notwithstanding the
foregoing, Subtenant may assign or sublet its rights and obligations under this
Sublease without Sublandlord's prior 

                                       3

<PAGE>
 
consent to a successor corporation into which or with which Subtenant is merged
or consolidated or which acquired all or substantially all of Subtenant's assets
and property, provided that such successor corporation assumes substantially all
of the obligations and liabilities of Subtenant hereunder.

    10.  Condition of Subleased Premises.  Upon the expiration or earlier
         -------------------------------                                 
termination of this Sublease, Subtenant shall return the Subleased Premises to
Sublandlord in the condition required by the Lease, normal wear and tear and
damage by casualty or condemnation excepted.

    11.  Notices.  Notices by Sublandlord and Subtenant shall be given to each
         -------                                                              
other in the same manner provided by the Lease:

          Sublandlord:        Global Payment Systems, LLC
                              One National Data Plaza
                              Atlanta, Georgia 30329
                              Attention:  Real Estate Department

          With a copy to:     Global Payment Systems, LLC
                              One National Data Plaza
                              Atlanta, Georgia 30329
                              Attention:  General Counsel

          Subtenant:          National Data Corporation
                              Two National Data Plaza
                              Atlanta, Georgia 30329
                              Attention:  Real Estate Department

          With a copy to:     National Data Corporation
                              Two National Data Plaza
                              Atlanta, Georgia 30329
                              Attention:  General Counsel

    12.  Signs.  Subtenant shall have no right whatsoever to install any signs
         -----                                                                
in the Premises or the Building without the prior written consent of
Sublandlord, which may be granted or withheld by Sublandlord in its sole
discretion.

    13.  Miscellaneous.  This Sublease shall be governed by the laws of the
         -------------                                                     
State of Missouri.  Time shall be of the essence with regard to the obligations
under this Sublease.  This Sublease supersedes all prior discussions and
agreements between the parties and incorporates their entire Agreement.

                                       4

<PAGE>
 
         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals, the day and year first above written.



                                   SUBLANDLORD:

                                   Global Payment Systems, LLC
                                   By: GPS Holdings LP, a member, by
                                   National Data Corporation, its General       
                                   Partner

                                   By: /s/ Randolph L. M. Hutto
                                      ---------------------------------
                                    Name: Randolph L. M. Hutto
                                         ------------------------------
                                    Title: Chief Financial Officer
                                           ----------------------------


                      [Signatures continued on next page]

                                       5

<PAGE>
 
                                   SUBTENANT:

                                   National Data Corporation

                                   By: /s/ Randolph L. M. Hutto
                                      --------------------------------
                                   Name:Randolph L. M. Hutto
                                       -------------------------------
                                   Title: Chief Financial Officer
                                         -----------------------------

                                       6

<PAGE>
 
                               Landlord Consent
                               ----------------
                                        
     The undersigned, as Landlord under the Lease, does hereby consent to the
within Sublease.  Landlord does further agree to provide to Subtenant any notice
of default by Sublandlord, as "Tenant" under the Lease, such notice to be
delivered simultaneously with the notice provided to Sublandlord.

                                        Duke Weeks Realty Corporation

                                        By: /s/ Robert H. Johnson
                                           ---------------------------------
                                         Name:  Robert H. Johnson
                                         Title: Sr. Vice President

                                                    [CORPORATE SEAL]


     In no event shall Landlord's consent to this sublease be misconstrued to 
release Tenant from any or all of its obligations under the Lease.


                                       7

<PAGE>
 
                                                                       EXHIBIT A

                               MAP OF PREMISES 





                                       8



<PAGE>
 
                                                                    EXHIBIT 10.8
 
                              SUBLEASE AGREEMENT
                              ------------------
                                        

     This Sublease Agreement (this "Sublease") is made this 31/st/ day of
                                                           ------         
January, 2001 between National Data Corporation, a Delaware corporation
-------                                                                
("Sublandlord"), and National Data Payment Systems, Inc., a New York corporation
                                                            --------------------
("Subtenant").


                                R E C I T A L S
                                - - - - - - - -

     Seville Plaza Management Corporation ("Landlord"), as landlord, and
Sublandlord, successor in interest to Spring Anesthesia Group, Inc., as tenant,
are parties to that certain Koll Office Lease dated June 3, 1993, for the lease
of certain space located in Seville Plaza, 5473 Kearny Villa Road, San Diego,
California (the "Building"), said lease having been amended by Amendment to
Office Lease dated March 18, 1998 (as so amended the "Lease"; all capitalized
terms used herein and not otherwise defined shall have the meanings ascribed
thereto in the Lease).

     Sublandlord and Subtenant desire to enter into this Sublease, pursuant to
the terms of which Subtenant will lease from Sublandlord and Sublandlord will
lease to Subtenant a portion of the Premises.

     NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00)
and the mutual covenants and obligations set forth in this Sublease, Sublandlord
and Subtenant do hereby agree as follows:

     1.   Subleased
 Premises.  Sublandlord does hereby lease to Subtenant, and
          ------------------                                                  
Subtenant leases and rents from Sublandlord, that portion of the Premises
consisting of approximately 2,274 rentable square feet (2,274 rentable square
feet being the agreed upon, conclusive square footage of the Subleased Premises
for purposed hereof) as shown outlined and cross-hatched on the floor plan
attached hereto as Exhibit A and incorporated herein by this referenced (the
                   ---------                                                
"Subleased Premises"), said Subleased Premises being Suite 110.  The Subleased
Premises are being leased by Sublandlord to Subtenant "AS IS" and Sublandlord
shall not be obligated to construct any demising walls or make any improvements
or alterations whatsoever with regard to the Subleased Premises.  Subtenant
shall not make any improvements or alterations to the Subleased Premises without
Sublandlord's prior written consent.

     2.   Term.  The term of this Sublease ("Sublease Term") shall begin on the
          ----                                                                 
1/st/ day of February, 2001 and shall expire at 12:00 midnight on the expiration
-----        -------- 
date of the Lease unless the Lease or this Sublease is sooner terminated in
accordance with the terms and conditions set forth therein or herein.

<PAGE>
 
     3.   Rent.  Commencing on the Commencement Date and continuing through and
          ----                                                                 
including March 31, 2001 (the "First Rent Period"), Subtenant shall pay to
Sublandlord a base rent ("Base Rent") of Nineteen and 50/100 Dollars ($19.50)
per rentable square foot of the Subleased Premises per annum ($44,343.00).  The
Base Rent during the First Rent Period shall be payable by Subtenant to
Sublandlord in advance in monthly installments of Three Thousand Six Hundred
Ninety-Five and 25/100 Dollars ($3,695.25) each, which are due and payable on or
before the first day of each calendar month during the First Rent Period with
appropriate prorations for partial months.  Commencing on April 1, 2001 and
continuing through and including the remainder of the Sublease Term (the "Second
Rent Period"), Subtenant shall pay to Sublandlord a Base Rent of Twenty and
46/100 Dollars ($20.46) per rentable square foot of the Subleased Premises per
annum ($46,526.04).  The Base Rent during such period shall be payable by
Subtenant to Sublandlord in advance in monthly installments of Three Thousand
Eight Hundred Seventy-Seven and 17/100 Dollars ($3,877.17) each, which are due
and payable on or before the first day of each calendar month during the Second
Rent Period with appropriate prorations for partial months.  Throughout the
Sublease Term, Subtenant shall also pay as additional rent hereunder
("Additional Rent") (i) Subtenant's pro rata share (based on the rentable square
footage of the Subleased Premises compared to the rentable square footage of the
Premises) of (a) all Operating Expenses, and (b) costs for outside vendors and
service providers engaged by Sublandlord to provide janitorial, security or
other services to the Premises as a whole, and (ii) any amounts due under the
Lease for separate or other charges (such as excess electrical, overtime HVAC,
damage expenses, etc.) and incurred at Subtenant's request or otherwise
allocable or attributable to the Subleased Premises.  All Additional Rent shall
be payable by Subtenant to Sublandlord at the time and in the same manner such
payments are due by Sublandlord under the Lease, or as otherwise reasonably
required by Sublandlord from time to time.  Base Rent and Additional Rent are
referred to collectively in this Sublease as "Rent".  Subtenant shall also pay
all tax due with regard to the Rent pursuant to the laws of the State of
California.

     4.   Relationship to Lease.  This Sublease and all of Subtenant's rights
          ---------------------                                              
hereunder are expressly subject to and subordinate to all of the terms of the
Lease.  Subtenant hereby acknowledges that it has received copies of the Lease
and has read all of the terms and conditions thereof.  Subtenant hereby agrees
to assume all obligations of Sublandlord, as "Tenant" under the Lease, with
respect to the Subleased Premises.  All of the terms and conditions of the Lease
are hereby incorporated into this Sublease by reference as if fully set forth
herein and except that "Landlord" shall be read as "Sublandlord" and "Tenant"
shall be read as "Subtenant"; provided, however, that (i) Subtenant hereby
acknowledges that Subtenant shall look solely to Landlord for the performance of
all the Landlord's obligations under the Lease and that Sublandlord shall not be
obligated to provide any services to Subtenant or otherwise perform any
obligations in connection with this Sublease, and (ii) Subtenant shall not be
entitled to exercise (or to require Sublandlord to exercise) any right of first
offer, right of first refusal, right to contest taxes, renewal option, purchase
option, termination option, contraction option, expansion option or any such
other right or option granted to Sublandlord as "Tenant" under the Lease.
Subtenant

                                       2

<PAGE>
 
acknowledges that any termination of the Lease will result in a termination of
the Sublease.

    5.   Use.  Subtenant's use of the Subleased Premises shall be strictly in
         ---                                                                 
accordance with the use provisions of the Lease.

    6.   Default.  Any act or omission by Subtenant that would constitute a
         -------                                                           
default under the Lease shall, subject to the same notice and cure provisions
provided in the Lease, be deemed a default by Subtenant under this Sublease.  In
addition, any failure by Subtenant to pay Rent when due (and the continuance of
such failure for five (5) days following notice from Sublandlord to Subtenant)
or any failure by Subtenant to perform any other obligations required under this
Sublease, shall be deemed a default hereunder.  Any such default by Subtenant
shall entitle Sublandlord to exercise any and all remedies available to Landlord
under the Lease or any other remedies available at law or in equity under the
laws of the State of California.

    7.   Quiet Enjoyment.  Provided Subtenant has performed its obligations
         ---------------                                                   
hereunder, Subtenant shall have the quiet enjoyment of the Subleased Premises
without interference by Sublandlord or anyone claiming by, through or under
Sublandlord.  Sublandlord shall comply with its obligations under the Lease.
Sublandlord will use reasonable efforts to enforce Landlord's obligations under
the Lease, but if Sublandlord chooses not to pursue an action to enforce any of
Landlord's obligations but Sublandlord desires to enforce such obligations,
Sublandlord will assign its rights to Subtenant and will cooperate with
Subtenant's efforts to enforce such obligations so long as such enforcement
efforts are at Subtenant's sole expense and Subtenant indemnifies Sublandlord
from any damages, claims or expenses resulting from such enforcement effort or
Sublandlord's cooperation therewith.

    8.   Insurance and Indemnities.  Subtenant hereby agrees to indemnify and
         -------------------------                                           
hold Landlord and Sublandlord harmless, with regard to its leasing and use of
Subleased Premises, to the same extent that Tenant is required to indemnify and
hold Landlord harmless with respect to the Premises.  Likewise, Subtenant hereby
agrees to obtain and provide evidence satisfactory to Sublandlord, on or before
the date of this Sublease, that Subtenant is carrying insurance in the same
amounts and of the same types (including any required waiver of subrogation
provisions or endorsements) required to be carried by Sublandlord, as "Tenant"
under the Lease, with regard to the Premises.

    9.   Subleasing and Assignment.  Subtenant shall have no further right to
         -------------------------                                           
sublease or assign its rights under this Sublease or its rights with regard to
the Subleased Premises without the prior written consent of Sublandlord, which
consent may be withheld in Sublandlord's sole discretion.  Notwithstanding the
foregoing, Subtenant may assign or sublet its rights and obligations under this
Sublease without Sublandlord's prior consent to a successor corporation into
which or with which Subtenant is merged or consolidated or which acquired all or
substantially all of Subtenant's assets and property, 

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<PAGE>
 
provided that such successor corporation assumes substantially all of the
obligations and liabilities of Subtenant hereunder.

    10.  Condition of Subleased Premises.  Upon the expiration or earlier
         -------------------------------                                 
termination of this Sublease, Subtenant shall return the Subleased Premises to
Sublandlord in the condition required by the Lease, normal wear and tear and
damage by casualty or condemnation excepted.

    11.  Notices.  Notices by Sublandlord and Subtenant shall be given to each
         -------                                                              
other in the same manner provided by the Lease:

          Subtenant:                         National Data Payment Systems, Inc.
                                             c/o Global Payment Inc.
                                             One National Data Plaza
                                             Atlanta, Georgia 30329
                                             Attention:  Real Estate Department


          With a copy to:                    National Data Payment Systems, Inc.
                                             c/o Global Payment Inc.
                                             One National Data Plaza
                                             Atlanta, Georgia 30329
                                             Attention:  General Counsel

          Sublandlord:                       National Data Corporation
                                             Two National Data Plaza
                                             Atlanta, Georgia 30329
                                             Attention:  Real Estate Department

          With a copy to:                    National Data Corporation
                                             Two National Data Plaza
                                             Atlanta, Georgia 30329
                                             Attention:  General Counsel

    12.  Signs.  Subtenant shall have no right whatsoever to install any signs
         -----                                                                
in the Premises or the Building without the prior written consent of
Sublandlord, which may be granted or withheld by Sublandlord in its sole
discretion.

    13.  Miscellaneous.  This Sublease shall be governed by the laws of the
         -------------                                                     
State of California.  Time shall be of the essence with regard to the
obligations under this Sublease.  This Sublease supersedes all prior discussions
and agreements between the parties and incorporates their entire Agreement.

                                       4

<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals, the day and year first above written.



                                  SUBLANDLORD:

                                  National Data Corporation

                                  By: /s/ Randolph L. M. Hutto
                                      ---------------------------
                                   Name: Randolph L. M. Hutto
                                         ------------------------
                                   Title: Chief Financial Officer
                                          -----------------------


                      [Signatures continued on next page]

                                       5

<PAGE>
 
                                  SUBTENANT:

                                  National Data Payment Systems, Inc.

                                  By: /s/ Paul R. Garcia
                                      --------------------------
                                  Name: Paul R. Garcia
                                        ------------------------
                                  Title: Chief Executive Officer
                                        ------------------------

                                       6

<PAGE>
 
                               Landlord Consent
                               ----------------
                                        
     The undersigned, as Landlord under the Lease, does hereby consent to the
within Sublease.  Landlord does further agree to provide to Subtenant any notice
of default by Sublandlord, as "Tenant" under the Lease, such notice to be
delivered simultaneously with the notice provided to Sublandlord.

                                  Seville Plaza Management
                                  Corporation

                                  By: ___________________________
                                   Name: ________________________
                                   Title: _______________________

                                             [CORPORATE SEAL]

                                       7

<PAGE>
 
                                                                       EXHIBIT A


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