UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                 SCHEDULE 13D
                                (Rule 13d-101)

 Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) 
                               and Amendments          
                   Thereto Filed Pursuant to Rule 13d-2(a)

                  Under the Securities Exchange Act of 1934
                             (Amendment No. ___)*

                             GLOBAL PAYMENTS INC.
                               (Name of Issuer) 

                          Common Stock, no par value 
                        (Title of Class of Securities)

                                  37940X 10 2
                                (CUSIP Number)
                            Antonio Molestina, Esq.
                 Vice President and Associate General Counsel
                           CIBC World Markets Corp.
                           1 World Financial Center
                              200 Liberty Street
                           New York, New York 10281
                                (212) 667-7000

                                   Copy to:
                              Lee Meyerson, Esq.
                          Simpson Thacher & Bartlett
                425 Lexington Avenue, New York, New York 10017
                                (212) 455-2000

                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)
                                March 20, 2001
            (Date of Event which Requires Filing of this Statement)

          If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box   / /.

          Note:  Schedules filed in paper format shall include a signed
     original and five copies of the schedule, including all exhibits.  See
     Rule 13d-7 for other parties to whom copies are to be sent.

          *The remainder of this cover page shall be filled out for a
     reporting person's initial filing on this form with respect to the
     subject class of securities, and for any subsequent amendment containing
     information which would alter disclosures provided in a prior cover
     page.


<PAGE>

CUSIP No. 37940X 10 2

     The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
 
CUSIP No. 37940X 10 2

1    NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
     (ENTITIES ONLY):

     Canadian Imperial Bank of Commerce

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

          (a)   / /   
          (b)   / /

3    SEC USE ONLY

4    SOURCES OF FUNDS:SC (See Item 3)

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
     ITEMS 2(d) or 2(e)   

     /   /

6    CITIZENSHIP OR PLACE OF ORGANIZATION 

     CANADA

NUMBER OF           7    SOLE VOTING POWER
SHARES                    9,714,623 (See Item 5)
BENEFICIALLY 
OWNED               8    SHARES VOTING POWER
BY EACH                   0
REPORTING 
PERSON              9    SOLE DISPOSITIVE POWER
WITH                      9,714,623 (See Item 5)

                    10   SHARED DISPOSITIVE PWOER
                          0






                                      -2-


<PAGE>

CUSIP No. 37940X 10 2

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          9,714,623

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
          0

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          26.25%

14   TYPE OF REPORTING PERSON:
          CO





































                                      -3-


<PAGE>

CUSIP No. 37940X 10 2

Item 1.   Security and Issuer.

     This statement on Schedule 13D relates to the common stock, no par value
(the "GPI Common Stock"), of Global Payments Inc., a Georgia corporation
("GPI").  The address of the principal executive office of GPI is Four
Corporate Square, Atlanta, Georgia 30329-2010.

Item 2.   Identity and Background.

     This statement is being filed by Canadian Imperial Bank of Commerce
("CIBC"), a bank governed by the Bank Act (Canada).  CIBC's principal
executive office is located at Commerce Court, Toronto, Ontario, Canada M5L
1A2.  CIBC is a financial institution that provides a wide range of services
to individuals, corporations and governments throughout Canada and
internationally, including commercial banking, investment advisory, mutual
fund, broker/dealer and trust services.

     To the best knowledge of CIBC as of the date hereof, the name, business
address, present principal occupation or employment and citizenship of each
executive officer and director of CIBC and the name, principal business and
address of any corporation or other organization in which such employment is
conducted is set forth on Schedule I hereto.  The information contained in
Schedule I is incorporated herein by reference.

     During the last five years, neither CIBC nor, to the best knowledge of
CIBC, any of its executive officers or directors listed in Schedule I hereto
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with respect to
such laws.  

Item 3.   Source and Amount of Funds or Other Consideration.

     On November 9, 2000, CIBC and GPI, directly and indirectly through its
wholly owned subsidiary, entered into an asset purchase agreement and a stock
purchase agreement, pursuant to which (i) GPI agreed to purchase
substantially all the assets of CIBC's merchant card processing business (the
"Asset Sale") for approximately U.S. $137 million and (ii) CIBC agreed to use
the cash received from the Asset Sale to purchase 26.25% of the total number
of shares of GPI Common Stock (the "Stock Purchase") outstanding or reserved
for issuance upon exercise of outstanding stock options on the closing date


                                      -4-


<PAGE>

CUSIP No. 37940X 10 2

of the Asset Sale.  The closing of the Asset Sale and the Stock Purchase
occurred on March 20, 2001 (the "Closing Date").


Item 4.   Purpose of Transaction.

     CIBC acquired the shares of GPI Common Stock as an investment and holds
them in the ordinary course of business and not with the purpose or effect of
changing the control of GPI.  CIBC intends to review and evaluate its
investment in GPI from time to time.  Upon the basis of such review and
evaluation, as well as general economic and industry conditions existing at
the time, and subject to the terms of certain restrictive agreements
described in Item 6 below, CIBC may acquire additional shares of GPI Common
Stock from time to time in market transactions or otherwise or may dispose of
some or all of its holdings of GPI Common Stock from time to time in market
transactions or otherwise.

     Other than as described above, CIBC has no current plans or proposals
that relate to or would result in (i) the acquisition or disposition of GPI
Common Stock; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving GPI or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of GPI or any of its
subsidiaries; (iv) any change in the present board of directors or management
of GPI, including any current plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board of directors of
GPI; (v) any material change in the present capitalization or dividend policy
of GPI; (vi) any other material change in GPI's business or corporate
structure; (vii) any changes in GPI's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of GPI by any other person; (viii) causing a class of equity
securities of GPI to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) causing a class of equity
securities of GPI to become eligible for termination of registration pursuant
to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
(x) any action similar to any of those enumerated in clauses (i) through (ix)
of this sentence.


Item 5.   Interest in Securities of the Issuer.

     CIBC is the beneficial owner of 9,714,623 shares of GPI Common Stock and
has sole power to vote and dispose of such shares, subject to certain
restrictions contained in the agreements described in Item 6.  CIBC has the
sole right to receive and the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of GPI Common Stock owned by it. 
To the best knowledge of CIBC as of the date hereof, no executive officers or
directors of CIBC have legal or beneficial ownership of any shares of GPI
Common Stock and there have been no transactions in the shares of GPI Common

                                      -5-


<PAGE>

CUSIP No. 37940X 10 2

Stock effected during the past 60 days by CIBC nor, to the best knowledge of
CIBC, by any executive officers or directors of CIBC, except as described in
Item 3.

Item 6.   Contracts, Arrangements, Understandings or Relationships with
          Respect to 

Securities of the Issuer.

     In connection with the Asset Sale and Stock Purchase described in Item
3, CIBC, GPI and National Data Payment Systems, a wholly owned subsidiary of
GPI ("NDPS"), entered into a marketing alliance agreement (the "Marketing
Alliance Agreement") on the Closing Date.  Under the Marketing Alliance
Agreement, which has an initial term of ten years, (i) CIBC will refer all
new merchant card processing relationships exclusively to GPI in exchange for
a referral fee; (ii) GPI will encourage its new merchant customers who were
initially targeted by CIBC's and GPI's joint marketing efforts to open
merchant accounts with CIBC; and (iii) CIBC and GPI will work together to
develop emerging payment solutions.  The marketing alliance will be branded
and advertised under the name "CIBC Merchant Services, a Global Payments
alliance" and GPI's use of the CIBC name will be covered by a separate
trademark license agreement.  CIBC will also continue to provide the banking
services required as part of the merchant card processing business and will
provide GPI with access to VISA (Registered Trademark) and MasterCard
(Registered Trademark) clearing capabilities in the United States and VISA
(Registered Trademark) clearing capabilities in Canada.

     On the Closing Date, CIBC and GPI also entered into an investor rights
agreement (the "Investor Rights Agreement"), which grants certain rights and
imposes certain restrictions on CIBC, as a shareholder of GPI.  The Investor
Rights Agreement provides, among other things, that during the first two
years after the Closing Date, CIBC may sell its shares, without the prior
written consent of GPI, only if the sale is to a CIBC subsidiary or if CIBC
is required to do so by a governmental or regulatory body.  During the period
beginning two years after the Closing Date and ending on the earlier of (i)
six months after termination of the Marketing Alliance Agreement or (ii) the
third anniversary of the Closing Date (such earlier date, the "Permitted
Third Party Transfer Date"), CIBC may only sell its shares pursuant to the
limitations provided in Rule 144 under the Securities Act of 1933, as
amended, or pursuant to a tender offer that has not been rejected by the
board of directors of GPI (in addition to the means described in the
preceding sentence).  All transfer restrictions terminate on the Permitted
Third Party Transfer Date.

On the earlier of the Permitted Third Party Transfer Date or the date that
CIBC is required to sell its shares by a governmental or regulatory body,
CIBC may participate in any of GPI's registered public offerings of


                                      -6-


<PAGE>

CUSIP No. 37940X 10 2

securities or may require GPI to register its shares of GPI Common Stock for
sale to the public, subject to customary limitations.

     In addition, the Investor Rights Agreement restricts CIBC's ability to
purchase additional shares of GPI Common Stock until the earlier of (i) five
years after the Closing Date or (ii) six months after the termination of the
Marketing Alliance Agreement (the "Standstill Period").  During the
Standstill Period, CIBC may not acquire ownership of more than 29.9% of the
aggregate outstanding shares of GPI Common Stock, unless (i) an unaffiliated
third party has commenced a tender offer for 40% or more of the outstanding
GPI Common Stock that the board of directors of GPI does not reject or (ii)
an unaffiliated third party acquires 35% or more of the outstanding GPI
Common Stock.  Furthermore, during the Standstill Period, CIBC may not effect
or seek to effect any tender or exchange offer, merger or other business
combination, recapitalization, restructuring, dissolution or other
extraordinary transaction with respect to GPI or any of its subsidiaries,
form, join or participate in a group for the purposes of acquiring, holding,
voting or disposing of GPI's voting securities or seek to exercise a
controlling influence over the board of directors of GPI.

     On the Closing Date, pursuant to the terms of the Investor Rights
Agreement, GPI appointed two designees of CIBC to the board of directors of
GPI, one whose term expires at GPI's annual shareholders' meeting in 2002 and
the other whose term expires at GPI's annual shareholders' meeting in 2003. 
At the expiration of their respective initial terms in office, GPI shall use
its commercially reasonable efforts to cause the election or re-election of
each CIBC-designated director to a three-year term on the board of directors
of GPI.  One of the CIBC-designated directors will also be appointed to the
audit and compensation committees of the GPI board of directors, as well as
other key committees.

     In the event that GPI fails to comply with the provisions of the U.S.
Bank Holding Company Act and the Bank Act (Canada), CIBC will no longer be
bound by the restrictions on transfer of its shares of GPI Common Stock and
will automatically be permitted to demand registration of its shares for
resale under the Securities Act of 1933, as amended.

Except as set forth above in this Item 6, there is no understanding or
relationship (legal or otherwise) among the persons named above in Item 2 or
between any such person and any other person with respect to any securities
of GPI, including but not limited to the transfer or voting of any
securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or losses, or the giving
or withholding of proxies.



                                      -7-


<PAGE>

CUSIP No. 37940X 10 2

Item 7.   Material to be Filed as Exhibits. 

     Exhibits:

     1.   Asset Purchase Agreement, dated as of November 9, 2000, among
          Canadian Imperial Bank of Commerce, National Data Payment Systems,
          Inc., National Data Corporation and Global Payments Inc.,
          incorporated herein by reference to Exhibit 10.19 to Amendment No.
          3 to Form 10 Registration Statement of Global Payments Inc. as
          filed on December 1, 2000.

     2.   Stock Purchase Agreement, dated as of November 9, 2000, among
          Canadian Imperial Bank of Commerce, National Data Corporation and
          Global Payments Inc., incorporated herein by reference to Exhibit
          10.22 to Amendment No. 3 to Form 10 Registration Statement of
          Global Payments Inc. as filed on December 1, 2000.

     3.   Marketing Alliance Agreement, dated as of March 20, 2001, among
          Canadian Imperial Bank of Commerce, National Data Payment Systems,
          Inc. and Global Payments Inc.

     4.   Investor Rights Agreement, dated as of March 20, 2001, by and
          between Global Payments, Inc. and Canadian Imperial Bank of
          Commerce.

 
                                  Signatures 

     After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.












                                      -8-


<PAGE>

CUSIP No. 37940X 10 2

                          CANADIAN IMPERIAL BANK OF 
                            COMMERCE

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

                          By:  /s/ David Marshall
                          Name:     David Marshall
                          Title:    Vice Chairman

Dated:    March 30, 2001




































                                      -9-


<PAGE>

CUSIP No. 37940X 10 2

                                  SCHEDULE I

                   DIRECTORS AND EXECUTIVE OFFICERS OF CIBC

     The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
CIBC.  Except as indicated below, each such person is a Canadian citizen, and
the business address of each such person is Commerce Court, Toronto, Ontario,
Canada M5L 1A2.

Board of Directors

Name and Title
Douglas G. Bassett        Chairman, Windward Investments (a personal
                          investment holding company)
                          55 St. Clair Avenue West, Suite 260
                          Toronto, Ont.M4V 2Y7
                          Also Director of various companies

Jalynn H. Bennett         President, Jalynn H. Bennett and Associates, Ltd. (a
                          consulting firm)
                          Suite 303
                          247 Davenport Road
                          Toronto, Ont.
                          M5R 1J9

Hon. Conrad M. Black      Chairman and Chief Executive Officer, 
                          Argus Corporation Limited (an international 
                          publishing holding company), The Ravelston 
                          Corporation Limited, Hollinger Inc., Southam Inc., 
                          Hollinger International Inc. and Telegraph Group 
                          Limited.
                          10 Toronto Street
                          Toronto, Ont.
                          M5C 2B7
                          Also Director of various companies

Pat M. Delbridge          President, PDA Partners, Inc. (an issues 
                          management and environmental strategic 
                          planning company) and Pat Delbridge Associates Inc.
                          362 Dupont Street
                          Toronto, Ont.
                          M5R 1V9

William L. Duke           Self-Employed Farmer
                          P.O. Box 242
                          21 Broadway Ave.
                          Redvers, Sask.
                          SOC 2HO

                                     -10-


<PAGE>

CUSIP No. 37940X 10 2

Ivan E. H. Duvar          President and Chief Executive Officer of MIJAC Inc.
                          (a private investment company)
                          Maritime Centre, 1505 Barrington St.
                          P.O. Box 880
                          Station Central RPO
                          Halifax, N.S.
                          B3J 2W3
                          Also Director of various companies

William A. Etherington    Senior Vice-President and Group Executive, Sales and
                          Distribution, IBM Corporation (an information
                          technology hardware, software and services company)
                          1133 Westchester Avenue
                          White Plains, N.Y. 10604

A. L. Flood               Director, Noranda Inc. and Talisman Energy Inc.
                          CCN-26
                          Toronto, Ont.
                          M5L 1A2

Margot A. Franssen        President, The Body Shop (a chain of retail stores)
                          33 Kern Road
                          Don Mills, Ont.
                          M3B 1S9

R. D. Fullerton           Director, Hollinger Inc., Westcoast Energy Inc., 
                          George Weston Limited, Asia Satellite 
                          Telecommunications Co. Ltd. and IBM Canada Ltd. CCW-36
                          Toronto, Ont.
                          M5L 1A2

Hon. James A. Grant       Partner, Stikeman Elliot (a firm of barristers and
                          solicitors)
                          Suite 39001155 Rene Levesque Boulevard West
                          Montreal (Quebec)
                          H3B 3V2

Albert E. P. Hickman      Chairman and President, Hickman Motors Limited
                          (an automotive retailer), and Chairman of the Hickman 
                          Group of Companies
                          85 Kenmount Rd.
                          P.O. Box 8340
                          St. John's, Nfld.
                          A1B 3N7
                          Also Director of various companies

                                     -11-


<PAGE>

CUSIP No. 37940X 10 2  

John S. Hunkin            Chairman and Chief Executive Officer
                          Chairman and Chief Executive Officer, 
                          Canadian Imperial Bank of Commerce
                          Also Director of various companies

Marie- Josee Kravis       Senior Fellow, Hudson Institute Inc. 
                          (an economics research institute)
                          Hudson Institute Inc.
                          625 Park Avenue
                          New York, N.Y.10021
                          Also Director of various companies

W. Darcy McKeough         Chairman, McKeough Supply Inc. 
                          (a wholesale plumbing and heating company); 
                          Chairman and President, McKeough Investments Ltd.
                          30 Dover St.
                          Chatham, Ont.
                          N7L 1S6
                          Also Director of various companies

Arnold Naimark            Principal, Naimark Consulting
                          730 William Avenue, Suite 230
                          Winnipeg, Man.
                          R3E 3J7
                          Also Director of various companies

Michael E. J. Phelps      Chairman and Chief Executive Officer, 
                          Westcoast Energy Inc. (a diversified energy company)
                          1333 West Georgia Street
                          Vancouver, B.C.V6E 3K9
                          Also Director of various companies

Charles Sirois            Chairman and Chief executive Officer, 
                          Telesystem Ltd. (a private holding company)
                          1000, rue de La Gauchetiere ouest, 25th Flr.Montreal,
                          Quebec
                          H3B 4W5
                          Also Director of various companies

Stephen G. Snyder         President and Chief Executive Officer, TransAlta
                          Corporation 
                          (an energy company)
                          110-12th Avenue S.W.
                          Box 1900, Station MCalgary, Alberta
                          T2P 2M1
                          Also Director of various companies



                                     -12-


<PAGE>

CUSIP No. 37940X 10 2

W. Galen Weston           Chairman of George Weston Limited (a food and
                          merchandising company), and Chairman, Loblaw
                          Companies Limited
                          22 St. Clair Avenue East
                          Toronto, Ont.
                          M4T 2S3
                          Also Director of various companies
                          Executive Officers Who Are Not Directors

W. C. Fox                 Vice-Chairman, Treasury and Balance Sheet Management,
                          Canadian Imperial Bank of Commerce

D. J. Kassie              Vice-Chairman, CIBC World Markets Inc.

I. David Marshall         Vice-Chairman, Electronic Commerce Technology &
                          Operations, Canadian Imperial Bank of Commerce

G. T. McCaughey           Senior Executive Vice-President, Wealth Management, 
                          Canadian Imperial Bank of Commerce

B. M. Cassidy             Senior Executive Vice President,
                          Canadian Imperial Bank of Commerce

R. A. Lalonde             Senior Executive Vice President,
                          Canadian Imperial Bank of Commerce

R. M. Mark                Senior Executive Vice President,
                          Canadian Imperial Bank of Commerce

Michael Pederson          Senior Executive Vice President,
                          Retail and Small Business Banking,
                          Canadian Imperial Bank of Commerce

Richard E. Venn           Senior Executive Vice President,
                          Canadian Imperial Bank of Commerce


















                                     -13-






                         
                                                                 Exhibit 3

                                                          Conformed Copy

                       MARKETING ALLIANCE AGREEMENT

     MARKETING ALLIANCE AGREEMENT dated as of March 20, 2001 among CANADIAN
IMPERIAL BANK OF COMMERCE, a bank formed under the laws of Canada (the
"Bank"), and NATIONAL DATA PAYMENT SYSTEMS, INC., a New York corporation
("NDPS"), GLOBAL PAYMENTS CANADA INC. an Ontario corporation ("GPI Canada")
and GLOBAL PAYMENTS INC. a Georgia corporation ("Global Payments") as the
guarantor of NDPS' and GPI Canada's obligations hereunder, as described on
the last page of this Agreement. 

     WHEREAS, the Bank and NDPS (and National Data Corporation and Global
Payments as the guarantors of NDPS' obligations) entered into an Asset
Purchase Agreement dated November 9, 2000 (the "Asset Purchase Agreement"),
pursuant to which the Bank agreed to sell to NDPS the Assets Sold (as defined
therein);

     WHEREAS, the parties have each agreed to undertake or cause to be
undertaken certain activities with respect to the Merchant Business;

     WHEREAS, it was a condition to the consummation of the transactions
provided for in the Asset Purchase Agreement that the Bank and NDPS enter
into this Marketing Alliance Agreement;

     NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants contained herein,
 the Bank and NDPS agree as follows:

SECTION 1.     DEFINITIONS AND INTREPRETATION

SECTION 1.1    Certain Defined Terms.  For purposes of this Agreement, the
following terms shall have the following meanings:

     "Account Fees" has the meaning set forth in Section 5.2.

     "Advisors" means, with respect to a Person, the Person's employees,
agents, professional advisors and consultants and "Advisor" means any one of
them.

     "Affiliates" means, with respect to the Person specified, a Person that
Controls or is Controlled by, or is under common Control with, the Person
specified.

     "Aggregate Transaction Volume" has the meaning set forth in Section
8.3(e).

     "Amicus" has the meaning set forth in Section 8.3(b).

     "Arbitration" has the meaning set forth in Section 22.5.

     "Arbitration Act" has the meaning set forth in Section 22.5.


<PAGE>

     "Asset Purchase Agreement" has the meaning set forth in the Recitals.

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

     "Association Rules" means the rules and regulations established from
time to time by a Credit Card Association or Network Organization. 

     "Bank Data" means all data and information, including, but not limited
to, personal information, account balance information, facts, records,
business data tapes and documents, relating to the Bank's businesses (other
than the Merchant Business or information which has otherwise been disclosed
by a Merchant or a customer to NDPS and/or GPI Canada directly or is
available in the public domain).

     "Bank Default" has the meaning set forth in Section 14.2.

     "Bank Marks" means the Bank's trade name and trade-marks specifically
identified in the Trademark Licence Agreement.

     "Bank Service Location" means any location where the Bank performs Bank
Services.

     "Bank Services" means the services to be provided by, and all other
obligations of, the Bank expressly provided for in this Agreement in
fulfilment of obligations under the Merchant Agreements, including the
Transition Services for so long as, and to the extent that, they are provided
under the Transition Agreement.

     "Bank's U.S. ICAs/BINs" has the meaning set forth in Section 8.3(b).

     "BIN" means a Bank Identification Number used in connection with Credit
Card Transactions, as described in greater detail in the applicable
Association Rules. 

     "BIN Reporting" has the meaning set forth in Section 8.2.

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

     "Business Recovery Plans" means, as the case may be, NDPS' and/or GPI
Canada's business recovery procedures with respect to the Merchant Business
to be implemented by NDPS and GPI Canada pursuant to the conditions imposed
by the Office of the Superintendent of Financial Institutions in its
conditional order permitting NDPS to process data relating to the Merchant

                                      -2-


<PAGE>

Business from a location outside Canada, and under the Transition Agreement,
such procedures may be updated and modified from time to time in accordance
with the terms of this Agreement, and the Bank's business recovery procedures
with respect to the Bank Services, as such procedures may be modified from
time to time in accordance with the terms of this Agreement.

     "Canadian Financial Institution" has the meaning set forth in the Asset
Purchase Agreement.

     "Card Transactions" means Credit Card Transactions and Debit Card
Transactions.

     "Chair" has the meaning ascribed thereto in Section 22.5.

     "Chargeback" has the meaning, with respect to VISA, specified in the
VISA Rules and, with respect to any other Credit Card Association or Network
Organization, has the meaning given to the equivalent term under the
applicable Association Rules.

     "CIBC System" has the meaning set forth in Section 10.5.

     "Clearing System Rules" means, for a Clearing System, the rules and
regulations established from time to time relating to the use and operation
of the Clearing System.

     "Clearing System" means the relevant payment system, such as the
Canadian Payments Association, used to effect payments for Card Transactions.

     "Client Relations Representative" has the meaning set forth in Section
15.1.

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

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

     "Credit Card" means a credit card or Off-Line Debit Card bearing the
symbol of a Credit Card Association which is accepted by a Merchant pursuant
to the terms of a Merchant Agreement, and in respect of which Credit Card
Transactions are cleared and settled through the Credit Card Interchange
System. 

                                      -3-


<PAGE>

     "Credit Card Associations" means VISA U.S.A., Inc., VISA Canada Inc.,
the Canadian MasterCard entity, if any, MasterCard USA, Inc., Visa
International, Inc., MasterCard International, Inc. or any other association
that the parties may agree upon from time to time and any successor
organization or association of any of them.

     "Credit Card Clearing Date" means the date the Credit Card Association
receives the information relating to a Card Transaction from NDPS or its
Merchant Accounting Processor.

     "Credit Card Interchange System" means a system of clearing and settling
Credit Card Transactions established by a Credit Card Association.

     "Credit Card Transaction" means an electronic or documentary transaction
involving a Merchant pursuant to which the method of payment is by Credit
Card. 

     "Credit Card Transaction Records" means the electronic or documentary
files relating to Credit Card Transactions. 

     "Credit Facility" has the meaning set forth in the Asset Purchase
Agreement.

     "Credit Loss" means a loss resulting from the failure by a Merchant to
pay amounts owed by it under a Merchant Agreement, other than amounts owed by
reason of a Chargeback. 

     "Debit Card" means an on-line debit card, bearing the symbol of a
Network Organization, which is accepted by a Merchant pursuant to the terms
of a Merchant Agreement and in respect of which Debit Card Transactions are
cleared and settled through the Bank in accordance with the procedures
established by the applicable Network Organization.

     "Debit Card Transaction" means an electronic transaction involving a
Merchant pursuant to which the method of payment is by Debit Card.

     "Debt Card Transaction Records" means the electronic or documentary
files relating to a Debit Card Transaction. 

     "Dispute" has the meaning set forth in Section 22.1.

     "EFT" means an electronic funds transfer.

     "Emergency" has the meaning set forth in Section 2.7.

     "Excluded Merchant Agreements" has the meaning given to such term in the
Asset Purchase Agreement.

                                      -4-


<PAGE>

     "Existing Merchant Agreement" means an agreement, whether oral or
written, dated before the date of this agreement and in effect on the date
hereof between the Bank and a merchant pursuant to which the Merchant
undertakes to honour Cards, to deposit Card Transaction records with the Bank
and to settle with the Bank for Card Transactions with the Bank and the Bank
agrees to provide such other related services as may be set forth in such
agreement and a merchant member agreement, an instant payment service
agreement, a terminal authorization and draft deposit service agreement, an
instant payment merchant agreement, a guaranteed reservation service
agreement, a merchant tape deposit service agreement, a telephone and mail
order agreement, a merchant agreement acceptance form, and applications for
merchant service.

     "Force Majeure Event" has the meaning set forth in Section 12.2.

     "Foreign Interchange Amount" has the meaning set forth in Section
7.3(a).

     "Foreign Interchange Notice" has the meaning set forth in Section
7.3(c).

     "Foreign Transactions" has the meaning set forth in Section 7.3(a).

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

     "ICA" means the identification or account number used by a member of a
Credit Card Association in connection with certain Credit Card Transactions,
as described in greater detail in the applicable Association Rules.

     "Indemnitee" has the meaning set forth in Section 20.1.

     "Indemnitor" has the meaning set forth in Section 20.1.

     "Independent Sales Organization" means a non-Affiliated sales
organization that may refer merchants to NDPS in connection with the Merchant
Business.

     "Interac" means Interac Association.




                                      -5-


<PAGE>

     "Interchange Fee" means a fee payable to the applicable Credit Card
Association (part of which is payable to the applicable Credit Card issuer)
in respect of a Credit Card Transaction.

     "Initiating Party" has the meaning set forth in Section 22.2.

     "Issuing Account" means an account maintained by the Bank for the
purposes of clearing Credit Card Transactions in respect of which the
cardholder making the transaction uses a Credit Card issued by the Bank and
the Merchant maintains a Merchant Depository Account at the Bank.

     "Joint Director Committee" means a committee comprised of two directors
of Global Payments nominated by the Bank (or if the Bank has not nominated
two directors, then the members of the Bank on the Committee shall be the
remaining director if any, of Global Payments, and an officer or officers of
the Bank designated by the Bank) and two directors of Global Payments Inc.
designated by NDPS.

     "Key Accounts" has the meaning set forth in Section 2.7.

     "Key Account Notice" has the meaning set forth in Section 2.7.

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

     "Legal Change" has the meaning set forth is Section 9.2.

     "Losses" has the meaning set forth in Section 20.1.

     "MasterCard" means, as applicable, the Canadian MasterCard entity, if
any, MasterCard International, Inc., MasterCard USA, Inc. and their
respective successor organizations.

     "MasterCard Card" means a Credit Card bearing the symbol of MasterCard,
Credit Card Transactions in respect of which are cleared and settled through
the MasterCard Credit Card Interchange System. 

     "MasterCard Rules" means the rules and regulations established by
MasterCard.



                                      -6-


<PAGE>

     "Merchant" means any Person (other than the Bank or NDPS and/or GPI
Canada) that is a party to a Merchant Agreement. 

     "Merchant Accounting Processor" means a processor designated by NDPS
from time to time to perform data processing relating to Credit Card
Transactions.

     "Merchant Agreements" means the Assigned Merchant Agreements and the New
Merchant Agreements.

     "Merchant Business" has the meaning set forth in the Asset Purchase
Agreement.

     "Merchant Depository Account" means a current account maintained by a
Merchant with the Bank or another financial institution for the purposes of
receiving funds in connection with Card Transactions and making payments of
amounts owing by the Merchant under the applicable Merchant Agreement.

     "Merchant Processing Services" means the products and services offered
as part of the Merchant Business.

     "Merchant's Edge Program" means the program between the Bank and
National Bank of Canada (or any other Canadian MasterCard issuer) in
association with the trade-mark "Merchant's Edge" under which Merchants may
receive same day value and next Business Day access to deposits for their
VISA and MasterCard sales.

     "NDPS Account" has the meaning set forth in Section 5.1(c).

     "NDPS Default" has the meaning set forth in Section 14.3.

     "NDPS Data" shall mean all information relating to the business of NDPS
and its Affiliates including, without limitation, the Merchant Business
(including, without limitation, information regarding the identity of the
Merchants as customers of the Merchant Business, rate information, services
provided to Merchants and processing volumes) and the Assets Sold (as defined
in the Asset Purchase Agreement) (other than information which has otherwise
been disclosed by a Merchant or a customer to the Bank directly or is
available in the public domain).

     "NDPS Services" means (i) all services to be provided to Merchants by,
and all other obligations of, the Bank under or in respect of the Assigned
Merchant Agreements except for the Transition Services (only for so long as
and to the extent that they are to be provided under the Transition
Agreement) and except for the Bank Services, (ii) all services to be provided
by, and all other obligations of, NDPS and/or GPI Canada under the New


                                      -7-


<PAGE>

Merchant Agreements, and (iii) the services and obligations of NDPS and/or
GPI Canada expressly provided for in this Agreement. 

     "NDPS Service Location" means any location where NDPS and/or GPI Canada
performs any NDPS Services.

     "NDPS User's Fee" has the meaning set forth in Section 8.3(e).

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

     "New Merchant Agreements" has the meaning set forth in Section 2.5(a).

     "Off-line Debit Card" means a payment card bearing the name of a Credit
Card Association which is settled through the Credit Card Interchange System
but the charges are debited from the cardholder's account by the issuer
rather than being billed pursuant to a monthly statement.

     "On Us Cash Advances" has the meaning set forth in Section 4.1(h). 

     "Operative Documents" means, collectively, the Asset Purchase Agreement,
the Stock Purchase Agreement, this Agreement, the Transition Agreement, the
Trademark Licence Agreement, the Investor Rights Agreement, the Credit
Facility and the General Conveyance Agreement (all as referred to in the
Asset Purchase Agreement).

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

     "Originate" means the transmission of a file to a Clearing System for
the purposes of effecting an EFT.

     "Paper Processing Vendor" means the entity that NDPS designates to
receive documentary records relating to Card Transactions and that is
responsible for entering the relevant information concerning such
transactions into an electronic format. 

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

     "Privacy Policies and Procedures" means the privacy policies and
procedures attached as Schedule 11.6, as such procedures may from time to
time be modified by the Bank, acting reasonably.


                                      -8-


<PAGE>

     "Reserve Account" has the meaning set forth in Section 7.1(c).

     "Security Policies and Procedures" means the security policies and
procedures of NDPS set out on Schedule 10.3(a), and of the Bank set out on
Schedule10.3(b), relating to the Merchant Business, as such policies may be
modified from time to time in accordance with the provisions hereof.

     "Service Levels" means the services levels in respect of the Services
set forth in Schedule 3.

     "Service Locations" means, collectively, the Bank Service Locations and
the NDPS Service Locations.

     "Services" means, collectively, the NDPS Services and the Bank Services.

     "Settlement" means the settlement of funds through a Credit Card
Interchange System or Network Organization.

     "Settlement Accounts" has the meaning set forth in Section 5.1(a).

     "Shortfall" means any shortfall in funds in the applicable Settlement
Account in respect of the Bank's reimbursement rights described in Sections
4.1(f) and 4.2(e).

     "Statement of Dispute" has the meaning set forth in Section 22.5.

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

     "Territory" means the United States (and all of its territories) and
Canada. 

     "Third Party Assignee" has the means set forth in Section 2.2(b).

     "Trademark Licence Agreement" means the trademark licence agreement
dated the date hereof between the Bank, NDPS and GPI Canada.

     "Transition Agreement" means the agreement dated the date hereof between
the Bank, NDPS, GPI Canada and Global Payments (as the guarantors of NDPS'
and GPI Canada's obligations thereunder) by which the Bank is required to
provide certain services in support of the Merchant Business during the
Transition Period.

     "Transition Period" has the meaning set forth in the Transition
Agreement.


                                      -9-


<PAGE>

     "U.S. BINs Agreement" has the meaning set forth in Section 8.3(b).

     "VISA" means, as applicable, VISA U.S.A., Inc., VISA Canada Inc. or Visa
International, Inc. or any successor organization of any of them.

     "VISA Card" means a Credit Card bearing the symbol of VISA, Credit Card
Transactions in respect of which are cleared and settled through the VISA
Credit Card Interchange System. 

     "VISA Rules" means the applicable rules and regulations established from
time to time by VISA.

SECTION 1.2    Headings and Table of Contents.  The division of this
Agreement into Sections, the insertion of headings and the provision of a
table of contents are for convenience of reference only and shall not affect
the construction or interpretation of this Agreement.

SECTION 1.3    Number and Gender.  Unless the context requires otherwise,
words importing the singular include the plural and vice versa and words
importing gender include all genders.

SECTION 1.4    Performance on Business Days.  Except as expressly provided
for herein, if any payment is required to be made or other action is required
to be taken pursuant to this Agreement on a day which is not a Business Day,
then such payment or action shall be made or taken on the next Business Day.

SECTION 1.5    References.  Any reference in this Agreement to any Law,
Association Rule or Clearing System Rule shall, unless otherwise expressly
stated, be deemed to be a reference to such Law, Association Rule or Clearing
System Rule as amended, restated or re-enacted from time to time.

SECTION 1.6    Section and Schedule References.  Unless the context requires
otherwise, references in this Agreement to Sections or Schedules are to
Sections or Schedules of this Agreement.  The Schedules to this Agreement
form part of this Agreement and are as follows:













                                     -10-


<PAGE>

SCHEDULES

Schedule 2.5        -     New Merchant Agreements
Schedule 2.7        -     Key Accounts 
Schedule 3          -     Service Levels
Schedule 7.2        -     Chargebacks and Credit Losses on Certain Accounts
Schedule 10.3(a)    -     NDPS Security Policies and Procedures
Schedule 10.3(b)    -     Bank Security Policies and Procedures
Schedule 11.6       -     Bank Privacy Policies and Procedures
Schedule 15         -     Initial Client Relations Representatives

SECTION 1.7    Parties.  GPI Canada is a party to this Agreement for the
purposes of exercising such rights and fulfilling such obligations that
relate to the performance of the business of acquiring and leasing
point-of-sale terminals to Merchants and acting as an independent sales
organization to the extent that such activities relate to the conduct of the
Merchant Business, and all references to "NDPS and/or GPI Canada" herein
shall be interpreted to mean the relevant party as the context requires,
provided that NDPS guarantees the obligations of GPI Canada in accordance
with the provisions of the last page of this Agreement.

SECTION 2.     MERCHANT AGREEMENTS

SECTION 2.1    Assigned Merchant Agreements.  The parties acknowledge that
pursuant to Section 2.1(a) of the Asset Purchase Agreement, the Bank has
effected an equitable assignment to NDPS of all of the Bank's rights under
the Assigned Merchant Agreements (it being further acknowledged that the Bank
is continuing as a party to the Assigned Merchant Agreements). 
Notwithstanding the foregoing, the parties acknowledge that NDPS has the
absolute right, by giving notice to the applicable Merchants, to cause the
equitable assignment described above to be converted into a legal assignment
of such rights.  The parties also confirm their intention that NDPS' and GPI
Canada's covenant in Section 3.1 to provide the NDPS Services will result in
NDPS and/or GPI Canada assuming and performing all of the Bank's obligations
under the Assigned Merchant Agreements (except for the Bank Services) without
affecting the Bank's contractual obligations to Merchants pursuant to the
Assigned Merchant Agreements.

SECTION 2.2    Further Assignment of Rights Under Merchant Agreements During
the Term.

     (a)  Subject to Section 2.2(b), and separate and apart from NDPS' right
          to cause the equitable assignment of the Bank's rights under the
          Assigned Merchant Agreements to be converted into a legal
          assignment of such rights as described in Section 2.1, the Bank
          hereby grants to NDPS an irrevocable right to require the Bank,
          during the term of this Agreement, on notice from NDPS, to assign

                                     -11-


<PAGE>

          to NDPS or to any other Person all but not less than all of the
          Bank's interest in some or all of the Merchant Agreements in effect
          on the effective date of the notice and all of the obligations of
          the Bank thereunder.  Neither the Bank nor NDPS makes any
          representation or warranty as to the legal effect of such
          assignment and neither party shall have liability to the other for
          any Losses incurred by the other party as a result of the
          assignment, including any Losses resulting from a termination of
          any Merchant Agreements by Merchants.

     (b)  The assignment referred to in Section 2.2(a) shall be subject to
          the following conditions:

          (i)  an assignee other than NDPS or an Affiliate of NDPS (a "Third
               Party Assignee") shall not be permitted to use the Bank Marks
               without the written consent of the Bank;

          (ii) the Bank shall have the right to cause NDPS or such Third
               Party Assignee to notify each affected Merchant that the Bank
               is no longer a party to such Merchant Agreements and to cause
               NDPS or such Third Party Assignee  to convert such Merchants
               from the Bank's ICA/BINs,  unless NDPS has caused the Bank to
               assign the ICA/BINs to such Third Party Assignee or other
               designee pursuant to Section 8.3(b);

        (iii)  if the Bank elects to pursue its right under clause (ii),
               upon the effective date of the assignment, NDPS and the
               Bank agree that, (A) as between the Bank and such Third
               Party Assignee, the Bank shall have no further
               obligations or liabilities in respect of the Merchant
               Agreements (including to provide any Bank Services) and
               (B) NDPS or such Third Party Assignee and NDPS shall be
               deemed to have assumed and agreed thereafter to pay and
               discharge when due, and to indemnify and hold the Bank
               harmless with respect to, all such obligations and
               liabilities except for any obligations and liabilities of
               the Bank that relate to events (including sales
               transactions) occurring up to the effective time of such
               assignment or arising out of  claims against the Bank by
               any party other than NDPS, any Affiliate of NDPS or any
               Third Party Assignee, who challenges the legal validity
               of any such assignment.




                                     -12-


<PAGE>

SECTION 2.3    Further Assignment of Rights Under Assigned Merchant
Agreements Upon the Expiry of the Term.

     (a)  Subject to Section 2.3(c), upon the expiry or termination of this
          Agreement, the Bank shall be deemed to have assigned to NDPS, and
          NDPS shall be deemed to have assumed, without any further action
          required by either of them, all but not less than all of the Bank's
          continuing interest (including all of the Bank's obligations and
          liabilities) in the Assigned Merchant Agreements in effect on the
          expiry or termination date.

     (b)  Neither the Bank nor NDPS makes any representation or warranty as
          to the legal effect of an assignment under Section 2.3(a) and
          neither party shall have liability to the other for any Losses
          incurred by the other party as a result of the assignment,
          including any Losses resulting from a termination of any Merchant
          Agreements by Merchants.

     (c)  Upon the effective date of the assignment, as between the Bank and
          NDPS, (i) the Bank shall  have no further obligations or
          liabilities in respect of the Merchant Agreements (including to
          provide any Bank Services), (ii) NDPS shall notify each Merchant
          that the Bank is no longer a party to the Merchant Agreements, and
          NDPS shall be deemed to have assumed and agreed thereafter to pay
          and discharge when due, and to hold the Bank harmless with respect
          to, all such obligations and liabilities except for any obligations
          and liabilities of the Bank that relate to events (including sales
          transactions) occurring up to the effective time of such assignment
          or arising out of  claims against the Bank by any  Person (other
          than NDPS ) who challenges the legal validity of any such
          assignment.

SECTION 2.4    Termination, Modification of Assigned Merchant Agreements. 
Subject to the provisions of Section 2.7 with respect to the Key Accounts,
NDPS shall have the right to require the Bank to terminate or modify any of
the Assigned Merchant Agreements (including but not limited to the increase
of fees or discounts charged to Merchants) to the extent permissible
thereunder in a manner consistent with the Ordinary Course of NDPS' and/or
GPI Canada's business, provided that no modification to an Assigned Merchant
Agreement may be effected without the prior written consent of the Bank if
the modification would reasonably be expected to materially adversely affect
the Bank's obligations thereunder (which are not being performed or assumed
by NDPS and/or GPI Canada), or risks or costs arising therefrom, including
with respect to Transition Services or Bank Services.  Subject to the
provisions of Section 2.7, NDPS and/or GPI Canada has the right to compel the
Bank to be a party of legal proceedings involving merchants under Assigned
Merchant Agreements.




                                     -13-


<PAGE>

SECTION 2.5    New Three Party Merchant Agreements.  

     (a)  The parties agree to use their Commercially Reasonable Efforts to
          attempt to enter into new written agreements with Merchants (to
          replace any Assigned Merchant Agreement) substantially in the form
          attached as Schedule 2.5 pursuant to which each of NDPS and the
          Bank shall be contracting parties with Merchants and shall be
          jointly and severally obligated to perform the services thereunder
          (the "New Merchant Agreements") within (i) three years from the
          date hereof as to Merchants listed on Schedule 7.2, and (ii) five
          years from the date hereof as to Merchants other than those listed
          on Schedule 7.2.  Notwithstanding the form of Schedule 2.5, NDPS
          and/or GPI Canada agrees to act diligently and in a commercially
          reasonable manner in negotiating a New Merchant Agreement with the
          Merchants listed on Schedule 7.2.  The parties acknowledge that, as
          to Merchants other than those Merchants listed on Schedule 7.2,
          NDPS and/or GPI Canada shall be deemed to have used Commercially
          Reasonable Efforts if it mails a new form of agreement to such
          Merchants without regard to the effectiveness of such actions.  In
          addition, all Merchant Agreements for new Merchants from and after
          the Closing shall be substantially in the form of the New Merchant
          Agreements.  The parties agree that services under New Merchant
          Agreements shall be performed for Merchants in accordance with the
          provisions of this Agreement, namely, the Bank shall perform the
          Bank Services and NDPS and/or GPI Canada shall perform the NDPS
          Services.  The parties agree that the process of converting to New
          Merchant Agreements from the Assigned Merchant Agreements shall
          commence with the Merchants listed on Schedule 7.2.

     (b)  If NDPS desires the Bank to assign any rights it may have under any
          of the Merchant Agreements by virtue of the fact that the Bank
          remains a party to such contracts solely to comply with the
          Association Rules (if applicable), the Bank shall enter into an
          assignment agreement with an assignee designated by NDPS within a
          reasonable time after request whereby such assignee shall assume
          all of the Bank's obligations and liabilities under such Merchant
          Agreements as to transactions with a Credit Card Clearing Date
          occurring after the effective date of such assignment. 

     (c)  The parties acknowledge that NDPS and GPI Canada intend to operate
          all aspects of the Merchant Business in Canada relating to the sale
          and/or leasing of point-of-sale terminals and related equipment and
          services through GPI Canada, and in connection therewith, NDPS has
          transferred to GPI Canada all of its rights and interests in all
          point-of-sale related assets purchased from the Bank pursuant to
          the Asset Purchase Agreement.  Accordingly, the parties acknowledge
          that GPI Canada will enter into separate agreements with Merchants
          relating to the sale and/or leasing of point-of-sale terminals and
          related equipment and services.  The Parties agree that, subject to

                                     -14-


<PAGE>

          the provisions of the Trademark Licence Agreement, (in
          consideration for GPI being permitted to provide any of the NDPS
          Services), GPI Canada shall use the Bank Marks in connection with
          the sale and/or leasing of point-of-sale terminals and related
          equipment and services for Merchants.  GPI Canada shall ensure that
          the point-of-sale terminal sale or lease agreements entered into
          after the Closing Date contain a provision requiring the Merchant
          to remove the Bank Marks from all equipment used by Merchants that
          cease to be a party to a Merchant Agreement. 

SECTION 2.6    Power of Attorney.  The Bank hereby grants GPI Canada a
continuing  power of attorney to execute New Merchant Agreements from time to
time on behalf of the Bank provided such New Merchant Agreements are
substantially in the form of the agreement attached as Schedule 2.5, as
amended by NDPS from time to time with the prior written approval of the
Bank, such approval not to be unreasonably withheld.  

SECTION 2.7    Key Accounts.  Attached hereto as Schedule 2.7 is a list of
Merchants that the parties acknowledge are significant relationship customers
of the Bank (the "Key Accounts").  If NDPS and/or GPI Canada desire to cause
a Merchant Agreement that relates to a Key Account to be terminated or
modified in a material respect or to commence or threaten legal proceedings
against a Key Account, NDPS and/or GPI Canada shall first give notice to the
Bank's Client Relations Representative of its intention to do so (a "Key
Account Notice"), which notice shall include a description of NDPS' and/or
GPI Canada's proposed course of action and the reasons therefor.  A Key
Account Notice indicating that NDPS and/or GPI Canada desire either to
terminate a Key Account because it reasonably believes that a continuation of
the Merchant Agreement may result in losses to NDPS and/or GPI Canada as a
result of uncollected Chargebacks or Credit Losses or that NDPS and/or GPI
Canada intends to seek injunctive relief against the Key Account shall be
considered an "Emergency".  The Bank must respond to an Emergency on the same
Business Day as the Key Account Notice is delivered, if the Key Account
Notice is delivered by 12:00 p.m., or the next Business Day, if  delivered
after 12:00 p.m.  If the Key Account Notice does not relate to an Emergency,
the Bank shall have five (5) Business Days after delivery of the Key Account
Notice to respond.  If the Bank responds to NDPS and/or GPI Canada within the
applicable response time that it wishes to become involved in the proposed
action involving a Key Account with a view to avoiding or preventing the
proposed termination or legal proceeding or otherwise addressing the issues
set forth in the Key Account Notice, or the Bank and NDPS and/or GPI Canada
shall negotiate in good faith to ensure that a mutually agreeable solution is
reached as soon as reasonably possible.  In the event that (i) the Bank does
not respond to the Key Account Notice within the applicable response time, or
(ii) the parties are unable to agree upon a solution (A) on the same Business
Day, in the case of an Emergency (or the next Business Day, if the Key
Account Notice is delivered after 12:00 p.m.), or (B) within five (5)

                                     -15-


<PAGE>

Business Days after the Bank has responded to any other Key Account Notice,
NDPS and/or GPI Canada shall be permitted to proceed with the course of
action proposed in the Key Account Notice.  Notwithstanding the provisions of
this Section 2.7, NDPS and/or GPI Canada agrees that it shall not cause a
Merchant Agreement in respect of a Key Account to be modified in respect of
fees charged to such Merchants for a period of six months from the date of
this Agreement.

SECTION 3.     SERVICES

SECTION 3.1    NDPS Services.  During the term of this Agreement NDPS and/or
GPI Canada shall furnish the NDPS Services in respect of all Merchant
Agreements and shall use its Commercially Reasonable Efforts to meet the
applicable Service Levels.

SECTION 3.2    Bank Services.  During the term of this Agreement the Bank
shall furnish the Bank Services in respect of all Merchant Agreements and
shall use its Commercially Reasonable Efforts to meet the applicable Service
Levels.

SECTION 3.3    Licences and Permits.  Each party shall be responsible for
ensuring compliance with all applicable Laws, Association Rules and Clearing
System Rules, including any service levels established thereunder, and
obtaining and complying with the terms and conditions of all licences and
permits required by Law, Association Rules and Clearing System Rules with
respect to the Services to be performed by it or by third parties on its
behalf and shall pay all fees, costs and expenses and assume all other
obligations associated therewith.  NDPS and/or GPI Canada shall be
responsible for and shall pay all fines and penalties arising from
non-compliance by NDPS and/or GPI Canada with any Merchant Agreement, Laws,
Association Rules or Clearing System Rules or third party requirements in
respect of its delivery of the NDPS Services.  Neither NDPS nor GPI Canada
shall be responsible for any licences, memberships, sponsorships or permits
required to be obtained and/or maintained by the Bank or for any related fees
required or incurred in connection with the performance by the Bank of the
Bank Services for greater certainty, the Bank shall pay all assessment and
membership fees of VISA.  The Bank shall be responsible for and shall pay all
fines and penalties arising from non-compliance by the Bank with any Merchant
Agreement, Laws, Association Rules or Clearing System Rules or third party
requirements in respect of its delivery of the Bank Services.  The parties
acknowledge that the Bank shall not be responsible for any licences or
permits or related fees required to be obtained and/or maintained by NDPS
and/or GPI Canada.




                                     -16-


<PAGE>

SECTION 4.     DEPOSIT AND SETTLEMENT PROCEDURES

SECTION 4.1    Acceptance, Delivery, and Settlement of Credit Card
Transaction Records.  

     (a)  NDPS shall accept Credit Card Transaction Records from Merchants in
          electronic form and shall transmit to the Bank in the Ordinary
          Course of NDPS' business summary information of the amounts to be
          posted to the accounts of those Merchants whose Merchant Depository
          Accounts are maintained with the Bank and the amounts to be
          included on the file to be sent through the applicable Clearing
          System with respect to those Merchants whose Merchant Depository
          Accounts are maintained with other financial institutions.

     (b)  The Bank shall accept Credit Card Transaction Records from
          Merchants in documentary form at branches of the Bank and shall
          cause such transactions to be sent to the Paper Processing Vendor
          in the Ordinary Course of the Bank's business.  NDPS shall use
          Commercially Reasonable Efforts to ensure that, once the Paper
          Processing Vendor has entered the relevant information from the
          Credit Card Transaction Records in documentary form into an
          electronic format, the Paper Processing Vendor transmits such
          transaction records to NDPS, and such records shall be Processed by
          NDPS in the Ordinary Course of NDPS' business.

     (c)  For the duration of the Transition Period, for transactions which
          are made by cardholders who have been issued Credit Cards by the
          Bank, the Bank shall credit funds from the Issuing Account (rather
          than the applicable Settlement Account) to the applicable Merchant
          Depository Accounts maintained at the Bank by Merchants in respect
          of Credit Card Transactions in the Ordinary Course of the Bank's
          business and such transactions shall not be processed through the
          Credit Card Interchange System.  NDPS agrees to pay the Bank any
          out-of-pocket costs incurred by the Bank as a result of the
          processing of Credit Card Transactions pursuant to this Section
          4.1(c).  The Bank shall ensure that the Issuing Account has
          adequate funds each day to settle the aforementioned "on us"
          transactions processed that same day.

     (d)  Except as provided in Section 4.1(c), the Bank shall credit funds
          from the applicable Settlement Account or as otherwise provided by
          NDPS pursuant to the Credit Facility to the Merchant Depository
          Accounts maintained with it by Merchants in respect of Credit Card
          Transactions in the Ordinary Course of the Bank's business.

     (e)  Upon the receipt of the information described in Section
          4.1(a), the Bank shall, in the Ordinary Course of the Bank's
          business, Originate and transmit to the applicable Clearing
          System a file specifying the amounts of funds from the

                                     -17-


<PAGE>

          applicable Settlement Account or as otherwise provided by NDPS
          pursuant to the Credit Facility to be credited to Merchants
          whose Merchant Depository Accounts are maintained with other
          financial institutions.  If permitted by the applicable Laws,
          Association Rules and Clearing System Rules, and upon the
          request of NDPS, the Bank shall use Commercially Reasonable
          Efforts to offer NDPS all reasonable assistance to enable NDPS
          to itself Originate Card Transactions and perform EFT through
          the applicable Clearing System, including but not limited to,
          serving as the Originating financial institution for such
          transactions.  In such event, NDPS agrees to comply with all
          applicable Laws, Association Rules and Clearing System Rules.

     (f)  The parties acknowledge that, from time to time, there may be
          insufficient funds in the applicable Settlement Account to allow
          the Bank to credit Merchants' accounts pursuant to Sections 4.1(d)
          and (e).  In such event, the amount of the Shortfall shall be
          deemed as having been drawn down by NDPS on the date of the
          Shortfall under the terms of the Credit Facility.

     (g)  The parties acknowledge that the Assets Sold (as defined in the
          Asset Purchase Agreement) include certain point-of-sale terminals
          and related equipment and software located in the Bank's branches,
          and that, for a period of six (6) months from the Closing Date, the
          Bank shall not be required to pay any rent or other payments to
          NDPS or GPI Canada in respect of such terminals and related
          equipment and software.  After the six (6) month period, management
          of each of the relevant Bank branches shall have the option of
          either entering into terminal rental agreements with GPI Canada at
          a monthly rate of $20.00 per terminal per month or returning such
          point-of-sale terminals and related equipment and software to GPI
          Canada. 

     (h)  The parties acknowledge that the Bank currently processes certain
          cash advances at its branches for cardholders using Credit Cards
          issued by the Bank,  that such transactions are processed using the
          point-of-sale terminals described in the preceding paragraph (the
          "On Us Cash Advances"), that such transactions are not processed
          through the Credit Card Interchange System, and that no revenue is
          attributed to the Merchant Business in respect of On Us Cash
          Advances.  The parties acknowledge that the On Us Cash Advances
          shall continue to be processed on the basis described in the
          preceding sentence until the earlier of the end of the Transition
          Period and the date upon which the BINs used by the Bank in
          connection with the Merchant Business have been segregated from the
          BINs used by the Bank in connection with the Bank's Credit Card
          issuing business.  The Parties further acknowledge that nothing in

                                     -18-


<PAGE>

          this Section 4.1(h) impacts upon the revenues attributed to the
          Merchant Business in connection with cash advances processed at the
          Bank's branches for cardholders using Credit Cards issued by any
          Person other than the Bank.

SECTION 4.2    Acceptance, Delivery, and Settlement of  Debit Card
Transaction Records.

     (a)  NDPS shall accept Debit Card Transaction Records from Merchants in
          electronic form and shall process and transmit to the Bank in the
          Ordinary Course of NDPS' business summary information in the form
          customarily used or required by the applicable Network Organization
          including information as to the amounts to be posted to the
          accounts of those Merchants whose Merchant Depositary Accounts are
          maintained with the Bank.

     (b)  The Bank shall credit funds from the applicable Settlement Account,
          or as otherwise provided by NDPS pursuant to the Credit Facility,
          to the Merchant Depository Accounts maintained with it by Merchants
          in respect of Debit Card Transactions in the Ordinary Course of the
          Bank's business. 

     (c)  Upon the receipt of the information described in Section 4.2(a),
          and at the request of NDPS, the Bank shall Originate and transmit a
          file to the applicable Clearing System to enable a reconciliation
          of the amounts of funds from the applicable Settlement Account or
          as otherwise provided by NDPS pursuant to the Credit Facility to be
          credited to Merchants whose Merchant Depository Accounts are
          maintained with other financial institutions.  If permitted by
          applicable Laws, Association Rules and Clearing System Rules, and
          upon the request of NDPS, the Bank shall use Commercially
          Reasonable Efforts to offer NDPS all reasonable assistance to
          enable NDPS to itself Originate Card Transactions and to perform
          EFT through the applicable Clearing System, including without
          limitation, serving as the Originating financial institution for
          such transactions.  In such event, NDPS agrees to comply with all
          applicable Laws, Association Rules and Clearing System Rules. 

     (d)  The Bank shall accept the Debit Card Transaction Records referred
          to in paragraph (a) for Settlement in the Ordinary Course of the
          Bank's business as the "Settlement Agent", as such term is defined
          in the Interac rules, and upon the request of NDPS, shall serve as
          the "Direct Connector", as such term is defined in the Interac
          rules.

     (e)  The parties acknowledge that, from time to time, there may be
          insufficient funds in the applicable Settlement Account to allow

                                     -19-


<PAGE>

          the Bank to credit Merchants' accounts pursuant to Section 4.2(b). 
          In such event, the amount of the Shortfall shall be deemed as
          having been drawn by NDPS on the date of the Shortfall under the
          terms of the Credit Facility or, if a drawdown cannot occur, then
          such amount shall be repaid to the Bank by NDPS promptly upon
          receipt of notice thereof.

SECTION 4.3    Acceptance, Delivery and Settlement of Merchant's Edge Card
Transactions.

     (a)  NDPS shall accept MasterCard and American Express Card Transaction
          Records in electronic form from Merchants participating in the
          Merchant's Edge Program and shall transmit to the Bank in the
          Ordinary Course of NDPS' business summary information of the
          amounts to be posted to the accounts of those Merchants whose
          Merchant Depository Accounts are maintained with the Bank and shall
          transmit to either American Express or National Bank, as
          applicable, the transaction information necessary for it to settle
          the transactions.

     (b)  The Bank agrees to credit funds from the applicable Settlement
          Account or as otherwise provided by NDPS pursuant to the Credit
          Facility to the Merchant Depository Accounts maintained with it by
          Merchants in the Ordinary Course of the Bank's business.

     (c)  The Bank shall transfer funds from the applicable current account
          maintained by either National Bank or American Express at the Bank
          to the applicable Settlement Account in connection with the funds
          credited pursuant to Section 4.3(b).

     (d)  In addition to the foregoing, the parties agree to comply with the
          agreement between NDPS, the Bank and National Bank of Canada and
          the agreement between NDPS, the Bank and American Express to be
          entered into with relevant Merchants in respect of the Merchant's
          Edge Program. 

SECTION 4.4    Amendments. The parties acknowledge that the procedures set
out in Section 4 may be amended by NDPS from time to time provided that such
amended procedures are in accordance with applicable Laws, Association Rules
and Clearing System Rules and the Merchant Agreements and provided further
that (i) the Service Levels set out in Schedule 3 are maintained in all
material respects (subject to amendment of such Service Levels in accordance
with the provisions of this Agreement) and (ii) there is no material adverse
impact on the Bank's cost of providing Bank Services or Transition Services. 


                                     -20-


<PAGE>

SECTION 5.1    PAYMENTS AND ACCOUNTS; CLEARING ARRANGEMENTS  


SECTION 5.     General.

     (a)  The Bank shall maintain internal, segregated settlement accounts
          (the "Settlement Accounts"), the sole purpose of which shall be for
          the Bank to receive funds from the Credit Card Interchange Systems
          and Network Organizations, as the case may be, in connection with
          the Merchant Business.  The Bank shall make the appropriate
          arrangements and grant any necessary consents required from the
          Bank in order to permit NDPS to determine the current balance of
          each Settlement Account at any time and by the means best able to
          provide NDPS and/or GPI Canada with the most current balance
          available, including, without limitation and if available, by
          direct electronic review by NDPS and/or GPI Canada. 

     (b)  The Bank shall provide NDPS and/or GPI Canada a monthly statement
          of withdrawals and deposits for each Settlement Account. 

     (c)  The Bank shall on each Business Day after the transfers referred to
          in Sections 4.1(d), 4.2(b) and 4.3(b) have been effected, pay any
          remaining amounts in the Settlement Accounts to an account
          designated by NDPS (the "NDPS Account").

     (d)  The parties agree that, without the express written consent of both
          the Bank and NDPS, neither NDPS nor the Bank shall, except as
          provided herein, be entitled to, or to make any withdrawals or take
          any other action with respect to, the Settlement Accounts.

SECTION 5.2    Withdrawal of Account Fees from Merchant Depository Accounts. 
On a monthly basis, or more frequently as determined by NDPS, NDPS shall
direct the Bank to withdraw funds from each Merchant Depository Account
maintained with the Bank in respect of service fees owed by the related
Merchant pursuant to the applicable Merchant Agreement and to Originate and
transmit to the applicable Clearing System a file that contains the service
fees owed by the Merchant whose Merchant Depository Account is maintained
with financial institutions other than the Bank (collectively, the "Account
Fees").  NDPS and/or GPI Canada shall, on each Business Day, direct the Bank
to withdraw funds from each Merchant Depository Account in the amount of any
applicable Chargebacks. The Bank shall cause the Account Fees and
Chargebacks, if any, to be deposited into the NDPS Account. 

SECTION 5.3    Settlement Accounts.  The parties agree that the Settlement
Accounts shall be in the name of the Bank to comply with Association Rules
concerning the use by NDPS of the Bank's BIN numbers, as set forth in this
Agreement.  




                                     -21-


<PAGE>

SECTION 6.     EXCLUSIVITY AND MARKETING

SECTION 6.1    Referral of Potential Merchants.  

     (a)  The Bank shall, and shall cause its Subsidiaries or any other
          Person under its Control to, refer only to NDPS and/or GPI Canada
          any Person in the Territory who expresses interest in obtaining,
          referring or utilizing Merchant Processing Services, and neither
          the Bank nor any of its Subsidiaries, nor any other Person under
          its Control, shall solicit any such Person on their own behalf or
          on behalf of any Person other than NDPS and/or GPI Canada for
          Merchant Processing Services.

     (b)  NDPS and/or GPI Canada shall pay the Bank an amount to be agreed
          upon from time to time by NDPS and/or GPI Canada and the Bank,
          acting reasonably, for each merchant that enters into a fully
          executed Merchant Agreement and that is referred to NDPS and/or GPI
          Canada by a branch of the Bank. 

     (c)  If NDPS and/or GPI Canada do not wish to enter into a Merchant
          Agreement with a potential merchant customer referred to NDPS
          and/or GPI Canada by the Bank, NDPS and/or GPI Canada shall notify
          the Bank as soon as reasonably practicable and, upon receipt of
          such notice, the Bank may request that NDPS and/or GPI Canada
          accept such merchant in exchange for the Bank's agreement to
          subsidize or otherwise contribute or provide rights of indemnity
          with respect to the Merchant Agreement.  If NDPS and/or GPI Canada
          and the Bank agree upon the terms and conditions of such agreement,
          NDPS and/or GPI Canada shall accept such merchant subject to such
          arrangement.

     (d)  If NDPS and/or GPI Canada do not wish to enter into a Merchant
          Agreement with a potential merchant customer referred to NDPS
          and/or GPI Canada by the Bank (and the Bank and NDPS and/or GPI
          Canada do not agree upon the subsidy or other contribution
          arrangements as described in Section 6.1(c)), or if, in the opinion
          of NDPS and/or GPI Canada, NDPS and/or GPI Canada do not have the
          capability of serving the prospective customer, NDPS and/or GPI
          Canada may refer such prospective customer to a third party
          selected by NDPS and/or GPI Canada that is acceptable to the Bank,
          acting reasonably. 

     (e)  In the event that the third party declines to enter into a merchant
          agreement or NDPS and/or GPI Canada does not refer a prospective
          customer to a third party pursuant to Section 6.1(d), then NDPS
          and/or GPI Canada shall so notify the Bank and the Bank shall have
          the opportunity to refer the merchant to another Person. 



                                     -22-


<PAGE>

SECTION 6.2    Merchant Depository Accounts.  During the term of the
Agreement, NDPS and/or GPI Canada shall use Commercially Reasonable Efforts
to encourage new merchant customers to whom the Merchant Business is
advertised or branded in association with the Bank Marks to open Merchant
Depository Accounts with the Bank.  During the term of this Agreement NDPS
shall not to solicit or encourage Merchants who maintain their Merchant
Depository Accounts with the Bank to transfer such accounts to any other
financial institution.

SECTION 6.3    New Products and Services.  NDPS and the Bank agree to work
together in the development, distribution and marketing of emerging payment
solutions.

SECTION 7.     CHARGE-BACKS, CREDIT LOSSES AND RISK MANAGEMENT

SECTION 7.1    Chargebacks and Credit Losses.  

     (a)  Except as set forth in Section 7.2 and as otherwise provided in the
          Asset Purchase Agreement or the Transition Agreement, NDPS shall be
          responsible for, and reimburse the Bank in respect of, all unpaid
          Chargebacks and Credit Losses and costs of collection, if any, with
          respect to transactions with Merchants with a sales date occurring
          on or after the Effective Time under the Asset Purchase Agreement
          unless the Chargeback or Credit Loss results from the failure by
          the Bank to perform its obligations under this Agreement or the
          Transition Agreement.

     (b)  NDPS shall process Chargebacks and Credit Losses relating to the
          Merchant Agreements in an expeditious manner in the Ordinary Course
          of its business.

     (c)  In the event NDPS, acting reasonably, deems it prudent to establish
          a reserve (a "Reserve Account") for a Merchant whose Merchant
          Depository Account is maintained by the Bank, the Bank shall, if
          and to the extent permitted by the account agreement with the
          Merchant and by applicable Law, within four (4) hours of the
          request by NDPS, debit the amount of the reserve specifically
          requested by NDPS or place a freeze on withdrawals by the Merchant
          from the Merchant Depository Account.  In the event the Merchant is
          a Key Account, the request from NDPS shall be considered a Key
          Account Notice relating to an Emergency and shall be dealt with in
          accordance with Section 2.7.  The establishment of a Reserve
          Account or a freeze on a Merchant Depository Account shall not
          result in or constitute a waiver or limitation of any rights of set
          off or other rights which the Bank may have against a Merchant or
          in respect of the Merchant Depository Accounts in connection with
          other obligations of any of the Merchants to the Bank.  

                                     -23-


<PAGE>

SECTION 7.2    Payment for Chargebacks and Credit Losses.  In respect of each
twelve month period commencing after the Effective Date, the Bank agrees to
pay NDPS the amount, if any, by which the aggregate of all unpaid Chargebacks
and Credit Losses applicable to any Merchant listed on Schedule 7.2 arising
out of sales transactions occurring during such twelve month period exceeds
an amount equal to twice the value of unpaid Chargebacks and Credit Losses
experienced by the Bank and attributable to such Merchant during the one year
period ending October 31, 1999.  The obligation of the Bank in the preceding
sentence shall survive until the earliest to occur of (a) three years from
the Effective Date of this Agreement and (b) the later of (i) the termination
of the Transition Period and, (ii) the date on which such Merchant has
entered into a New Merchant Agreement, and (c) the date on which NDPS assigns
its interest under the applicable Assigned Merchant Agreement to a third
party other than an Affiliate.  NDPS shall notify the Bank within a
reasonable time after experiencing uncollected Chargebacks and Credit Losses
in respect of any such Merchant and to exercise its Commercially Reasonable
Efforts to collect all such amounts.  NDPS shall act diligently and in a
commercially reasonable manner in negotiating a New Merchant Agreement with
any of the Merchants listed on Schedule 7.2.  As soon as NDPS becomes aware
that it has a right to payment from the Bank under this Section 7.2 in
respect of a Merchant, it shall forthwith notify the Bank and the Bank shall
have no obligation to pay any amounts under this Section 7.2 that relate to
the sales transactions with the Merchant occurring after the date that NDPS
could terminate the relevant Merchant Agreement in accordance with its terms
once the Bank has been notified of its indemnification obligation set out in
this Section 7.2 in respect of the Merchant.  NDPS and the Bank agree that:
(i) some of the Merchants listed on Schedule 7.2 are Merchants for whom the
applicable Merchant Agreement applies to the Merchant and to business
divisions or Affiliates of the Merchant, (ii) all such divisions and
Affiliates are aggregated (together with the Merchant) for purposes of
Schedule 7.2, and (iii) for each such Merchant, no claim by NDPS for payment
under this Section 7.2 may be made unless the total of all unpaid Chargebacks
and Credit Losses for the relevant one-year period referred to above exceeds
twice the value of unpaid Chargebacks and Credit Losses for the one year
period ending October 31, 1999 calculated in respect of the Merchant on an
aggregate basis and not on a division-by-division or Affiliate-by-Affiliate
basis.

SECTION 7.3    Foreign Interchange.

     (a)  The parties acknowledge that, as part of the Merchant Business, the
          Bank has acquired VISA Credit Card Transactions outside of Canada
          for the payment of goods or services provided by a Merchant that is
          a party to an Existing Merchant Agreement ("Foreign Transactions"). 
          If NDPS continues to acquire Foreign Transactions from and after
          the date hereof, the Bank shall pay to NDPS in respect of each


                                     -24-


<PAGE>

          Foreign Transaction an amount (the "Foreign Interchange Amount"),
          if any, equal to the difference between:

          (i)  the Interchange Fee payable on the Foreign Transaction in
               accordance with the applicable VISA Rules; and

          (ii) an amount calculated on the same basis (but applying the
               Interchange Fee in effect at the time of calculation) that the
               Bank was using to calculate the Interchange Fee payable to
               VISA prior to November 1, 2000 for the same Foreign
               Transaction,  
           subject to a maximum payment per Foreign Transaction equal to the 
           payment that would be required based on the applicable Interchange 
           Fees in effect on the date hereof.

     (b)  Any Foreign Interchange Amounts calculated from time to time to be
          payable by the Bank to NDPS under Section 7.3(a) shall be paid (i)
          only for the duration of the current term, excluding renewal terms,
          of the applicable Existing Merchant Agreement, and (ii) only if and
          to the extent the pricing provisions of the applicable Existing
          Merchant Agreement cannot be amended during the current term to
          eliminate the Foreign Interchange Amount.

     (c)  NDPS shall deliver a notice (a "Foreign Interchange Notice") to the
          Bank on or after the last day of each calendar month specifying the
          aggregate Foreign Interchange Amounts payable by the Bank for such
          calendar month and setting forth a calculation thereof.  The Bank
          shall have the right to review the relevant books and records of
          NDPS to confirm the accuracy of NDPS's calculation of the Foreign
          Interchange Amounts.  The Bank shall pay the Foreign Interchange
          Amounts within 10 Business Days of receipt of the Foreign
          Interchange Notice.

     (d)  NDPS agrees to co-operate and render all commercially reasonable
          assistance to the Bank in connection with any proceedings or
          negotiations between the Bank and VISA with respect to the
          interpretation and application of the VISA Association Rules to
          Foreign Transactions.

     (e)  If, as a result of the proceedings or negotiations referred to in
          paragraph (c), the Bank is successful in obtaining a reduced
          Interchange Fee for Foreign Transactions and Purchaser receives a
          reimbursement for Foreign Transactions in respect of which the Bank
          has paid Foreign Interchange Amounts, then NDPS shall in turn pay
          to the Bank the amount of the reimbursement (to a maximum equal to
          the Foreign Interchange Amounts paid for such Foreign
          Transactions).

                                     -25-


<PAGE>

SECTION 8.     MEMBERSHIP IN CREDIT CARD ASSOCIATIONS AND NETWORK
               ORGANIZATIONS

SECTION 8.1    VISA and Interac Membership by Bank. During the term of the
Agreement, the Bank shall remain a member of VISA and Interac in Canada and a
member of VISA and MasterCard in the United States through an Affiliate and
to carry out its obligations as a member thereof in the Ordinary Course.

SECTION 8.2    Compliance with VISA and Interac Requirements by NDPS.  During
the term of the Agreement, NDPS and/or GPI Canada shall cooperate with the
Bank in connection with NDPS and/or GPI Canada and/or the Bank obtaining and
maintaining any approvals from Credit Card Associations, Network
Organizations and Clearing Systems as are required in connection with the
performance by NDPS and/or GPI Canada of the NDPS Services.  After the date
that the Bank's BINs and ICAs have been segregated as described in the Asset
Purchase Agreement, NDPS shall undertake all reporting, audit, compliance and
related procedures ("BIN Reporting") required by the applicable Association
Rules with respect to the use of BINs and ICAs in Canada and the United
States, whether such BIN Reporting is required to be done on a regular basis
or on an ad hoc basis pursuant to a request by the relevant Card Association
or any Governmental Entity.  Prior to the date that the Bank's BINs and ICAs
have been segregated as described above, the Bank shall be responsible for
all required BIN Reporting.

SECTION 8.3    Processing and Clearing Arrangements.  

     (a)  During the term of this Agreement, the Bank will maintain distinct
          VISA BIN numbers adequate for use in clearing all of the Credit
          Card Transactions of NDPS' Merchant Business in Canada. In
          consideration for the Bank's performance of its obligations in the
          preceding sentence, NDPS will reimburse the Bank for all
          out-of-pocket costs payable to VISA and incurred by the Bank or any
          of its Affiliates in connection with the maintenance and operation
          of the Canadian BINs for NDPS' Merchant Business in Canada. 

     (b)  Promptly after the date hereof, the Bank and NDPS will in good
          faith negotiate the terms and conditions of an agreement (the "U.S.
          BINs Agreement") pursuant to which, the Bank will cause a U.S.
          Affiliate of the Bank ("Amicus") to maintain distinct VISA and
          MasterCard BIN and ICA numbers adequate for use in clearing of all
          the Credit Card Transactions of NDPS' Merchant Business in the
          United States (the "Bank's U.S. ICAs/BINs").  Among other things,
          the U.S. BINs Agreement will contain a provision by which Amicus
          will agree to be bound by the provisions of Section 8.3(j).

     (c)  The U.S. BINs Agreement will terminate if: (i) this Marketing
          Alliance Agreement is terminated in accordance with its terms; or

                                     -26-


<PAGE>

          (ii) there is a change in Laws or Association Rules which would
          adversely impact the Bank's ability to continue to provide the
          Bank's U.S. ICAs/BINs for use by NDPS' Merchant Business; or (iii)
          the Bank within its sole discretion elects to terminate its banking
          businesses in the United States to an extent that would make the
          Bank no longer eligible to maintain the Bank's U.S. ICAs/BINs under
          the applicable Association Rules.

     (d)  If the Bank desires to terminate the U.S. BINs Agreement pursuant
          to clause (ii) or (iii) of the preceding Section 8.3(c), the Bank
          will give NDPS 365 days' prior written notice, unless a shorter
          notice period is required in order for the Bank to comply with
          applicable Laws.   

     (e)  The U.S. BINs Agreement will provide that NDPS will pay to Amicus a
          quarterly fee (the "NDPS User's Fee") based on a percentage of the
          dollar amount of all Credit Card Transactions of NDPS' Merchant
          Business in the United States (the "Aggregate Transaction Volume")
          cleared through the Bank's U.S. ICAs/BINs in such quarter.  Amicus
          and NDPS will negotiate annually the NDPS User's Fee in respect of
          the ensuing twelve months and such NDPS User's Fee will be on a
          basis consistent with the rates charged by other United States
          financial institutions for making their ICAs/BINs available to
          arm's-length parties having a credit rating and portfolio quality
          comparable to NDPS's credit rating and the portfolio quality in
          respect of NDPS' Merchant Business in the United States.  

     (f)  To facilitate the negotiation of the NDPS User's Fee and for
          monitoring purposes, NDPS will provide to Amicus and the Bank, in
          such reasonable detail and frequency as the Bank may from time to
          time request, information concerning each Merchant's transaction
          volume and credit worthiness.

     (g)  The Bank will reimburse NDPS for each payment of the NDPS User's
          Fee within 30 days of receipt by Amicus of the NDPS User's Fee;
          provided that the obligation of the Bank under this Section 8.3(g)
          shall terminate on the earlier of:

          (i)  the effective date of an assignment by Amicus of the Bank's
               U.S. ICAs/BINs pursuant to Section 8.3(j); and

          (ii) 365 days after the earlier of

               (A)  the date Amicus ceases to be a Subsidiary of the Bank,
and



                                     -27-


<PAGE>

               (B)  the date the Bank gives NDPS notice that Amicus will
                    cease to be a Subsidiary of the Bank, as long as Amicus
                    does in fact cease to be a Subsidiary.

     (h)  NDPS will (i) reimburse the Bank and Amicus for all out-of-pocket
          costs payable to VISA and MasterCard incurred by the Bank or any of
          its Affiliates in connection with the maintenance and operation of
          the U.S. ICAs/BINs for use by NDPS, (ii) be responsible for the
          cost of all funding requirements applicable to the Merchant
          Business being processed through the Bank's U.S. ICAs/BINs, (iii)
          reimburse the Bank for any increase in the costs incurred by the
          Bank or any of its Affiliates that are attributable to any
          incremental capital commitments or allocations that are required to
          be set aside by the Bank or any of its Affiliates as a result of
          maintaining and operating the Bank's U.S. ICAs/BINs for NDPS'
          Merchant Business in the United States (which costs will be
          consistent with any charges or rates charged by the Bank internally
          for the capital allocated by the Bank to its own divisions and
          business units) and (iv) be responsible for the performance of all
          reporting, monitoring and other similar obligations under
          applicable Laws and Association Rules, consistent with market
          practice and as may be reasonably requested by the Bank from time
          to time, provided that, in each case, the amount of the NDPS User's
          Fee received by Amicus will be credited towards the amounts
          otherwise payable by NDPS pursuant to the preceding clauses (i)
          through (iv) and, notwithstanding clause (iii), the Bank will first
          be required to use Commercially Reasonable Efforts to guarantee or
          provide similar support in respect of the obligations of Amicus
          pursuant to the U.S. BINs Agreement, if the Bank is permitted or
          required to do so by applicable Laws and Association Rules, before
          it will be entitled to reimbursement from NDPS in respect of the
          capital costs incurred in connection with such US BINs and ICAs. 

     (i)  If, at any time during the term of this Agreement, the Bank is
          permitted under the applicable Association Rules to obtain a
          MasterCard BIN number or an ICA number for use in Canada, the Bank
          will, upon notice from NDPS, use Commercially Reasonable Efforts to
          obtain a MasterCard BIN number or ICA number for use by NDPS in the
          Merchant Business in accordance with this Agreement.  If, at any
          time during the term of this Agreement, the Bank or any of its
          Affiliates is permitted under the applicable Association Rules to
          obtain a BIN number or an ICA number for use in any other
          jurisdiction, the Bank will, upon notice from NDPS, use
          Commercially Reasonable Efforts to obtain such BIN number or ICA
          number for use by NDPS in the Merchant Business in accordance with
          all provisions of this Agreement.  If, during the term of this
          Agreement, there is a change of Control of NDPS or Global Payments,

                                     -28-


<PAGE>

          the parties will negotiate in good faith with a view to settling
          the commercial terms upon which NDPS will be permitted to continue
          to use the Bank's BINs and ICAs in connection with the Merchant
          Business.  In the event that the parties are unable to reach
          agreement within twelve months from such change of Control, the
          Bank will have the right to terminate the use of the Bank's BINs
          and ICAs by  NDPS and its Affiliates upon 120 days notice, which
          notice can be given at any time after such change of Control.

     (j)  If NDPS desires the Bank (or the applicable Affiliate) to assign
          any or all of the ICA and/or BIN numbers used in connection with
          the Merchant Business, the Bank will (or will compel the applicable
          Affiliate), subject to applicable Laws and Association Rules and
          upon reasonable notice from NDPS, enter into an assignment
          agreement, in a form acceptable to the Bank acting reasonably, with
          an assignee designated by NDPS within a reasonable time after
          receipt of such notice, whereby such assignee will assume all of
          the Bank's (or the applicable Affiliate's) obligations and
          liabilities under the Bank's (or the applicable Affiliate's)
          agreement with the Credit Card Association issuing the ICA and/or
          BIN numbers as to transactions with a Credit Card Clearing Date
          occurring after the effective date of such assignment.  Prior to
          the effective date of the assignment, the parties will in good
          faith determine the amendments, if any, that are required to this
          Agreement as a result of the assignment.  

     (k)  Subject to the terms of applicable Association Rules, NDPS may from
          time to time request that the Bank (or the applicable Affiliate)
          become the assignee of any ICA or BIN number that NDPS is then
          using for processing transactions and/or to become a party to the
          underlying merchant agreements whose Credit Card volumes are being
          processed under such ICA/BIN.  Upon the request of NDPS, the Bank
          (or the applicable Affiliate) will enter into an assignment
          agreement, in a form acceptable to the Bank acting reasonably, in
          respect of such numbers from the then current owner of such ICA/BIN
          number and/or agree to become a party to the underlying merchant
          agreements whose Credit Card Transactions are being processed under
          such numbers it being agreed that neither the Bank nor any
          Affiliate of the Bank will have any liabilities or obligations
          under the assigned merchant agreements or in respect of such
          assigned BINs or ICAs other than as required to comply with
          applicable Association Rules.  Any such assignment will be
          effective only as to transactions with a Credit Card Clearing Date
          occurring after the effective date of such assignment.  Upon the
          assignment becoming effective, the assigned merchant agreements
          will be considered to be New Merchant Agreements for purposes of
          this Agreement.  

                                     -29-


<PAGE>

     SECTION 8.4    Sponsorship.  Upon the request of NDPS and/or GPI Canada,
and subject to the applicable Association Rules, the Bank agrees to use its
Commercially Reasonable Efforts to sponsor NDPS and/or GPI Canada any of its
Affiliates and any of the Independent Sales Organizations NDPS utilizes in
connection with the Merchant Business as required by the Credit Card
Associations and Network Organizations, provided that NDPS and/or GPI Canada
shall reimburse the Bank in respect of any out-of-pocket costs incurred by
the Bank in respect of such sponsorship.

     SECTION 9.     SERVICE LEVELS AND AMENDMENTS

     SECTION 9.1    Complaints.  NDPS and/or GPI Canada shall implement
customer complaint policies and procedures consistent with the Ordinary
Course of its business to deal with complaints concerning the NDPS Services. 


     SECTION 9.2    Changes in Law, etc.  The parties shall identify and
assess the impact on the Services of a change in applicable Laws, Association
Rules or Clearing System Rules that relate to the Services (a "Legal
Change").  If NDPS and/or GPI Canada or the Bank becomes aware of an
impending or actual Legal Change, it shall notify the other of such Legal
Change and provide an assessment of its impact.  The parties shall in good
faith attempt to agree upon any required modifications to the Services
required as a result of a Legal Change.  While a party is making any agreed
upon modifications resulting from a Legal Change, it shall use Commercially
Reasonable Efforts to continue to provide the Services to be provided by it
at the specified Service Levels.  If, however, such Legal Change prevents the
party from meeting the Service Levels, the party shall use its Commercially
Reasonable Efforts to arrange a reasonable solution which gives effect to the
intent of this Agreement as closely as practicable and that delivers Service
in the most commercially reasonable manner in the circumstances.  If such
Legal Change materially affects a party's cost of providing Services, NDPS
and/or GPI Canada and the Bank shall in good faith negotiate an adjustment of
the applicable Service Levels in accordance with Section 9.3.

     SECTION 9.3    Problem Notification. The Bank or NDPS and/or GPI Canada,
shall notify the other party in the event either the Bank or NDPS and/or GPI
Canada as the case may be becomes aware of an event, occurrence, error,
defect or malfunction materially affecting the ability of NDPS and/or GPI
Canada or the Bank to perform the Services.  Failure by any party to give any
notice pursuant to this Section 9.3 relating to a problem relating to the
other party shall not relieve the other party of any liability hereunder. If
more than one problem arises or occurs at one time, the parties shall
mutually agree upon the order of priority in which the problems are to be
addressed and resolved.



                                     -30-


<PAGE>

     SECTION 9.4    Root-Cause Analysis and Resolution.  Each of NDPS and/or
GPI Canada and the Bank shall, promptly after:

     (a)  any material failure of either party to provide any of the Services
          in accordance with this Agreement; or

     (b)  a party's repeated failure to provide any of the Services in
          accordance with this Agreement;

and in any event within three (3) days of receipt of a notice from a party to
the other in respect thereof, commence an analysis to identify the cause of
such failure; and as soon as commercially reasonable thereafter provide a
report detailing the cause of, and procedure for correcting, such failure. 
In addition, the party responsible for the provision of the Service shall
deliver to the other party within a commercially reasonable time a corrective
action plan that addresses actions to be taken in an effort to try to avoid a
recurrence of such failure.

SECTION 10.    SERVICE LOCATIONS AND SECURITY 

SECTION 10.1  Rights of Access to NDPS Service Locations.  Subject to the
confidentiality requirements in this Agreement or as otherwise agreed to by
NDPS and/or GPI Canada and the Bank, the Bank and its Advisors shall be
permitted access to any NDPS Service Location during the normal operating
hours for such NDPS Service Location and in accordance with any reasonable
security procedures in effect at the time of such access; provided, however,
that the Bank and its Advisors shall, except in emergency situations, make
reasonable accommodation for the need of NDPS and/or GPI Canada to run its
business unimpeded, particularly at busy times of the year.

SECTION 10.2   NDPS Service Locations.  NDPS and/or GPI Canada agree that it
shall not provide any of the NDPS Services from a location outside of Canada
or the United States without obtaining all required approvals from applicable
Governmental Entities.

SECTION 10.3   Security Procedures.  As part of the NDPS Services, NDPS
and/or GPI Canada shall implement, maintain and enforce the NDPS Security
Policies and Procedures.  As part of the Bank Services, the Bank shall
implement, maintain and enforce the Bank Security Policies and Procedures.

SECTION 10.4   Unauthorized Access or Copying.  The Bank shall be given
prompt notice following NDPS and/or GPI Canada becoming aware of any
unauthorized copying of, or access to, the Bank Data, or any part thereof,
such notice to be in the form of a reasonably detailed incident report.

SECTION 10.5   Data Security. To the extent that NDPS and/or GPI Canada has,
pursuant to this Agreement, the right to gain access to or use any computer

                                     -31-


<PAGE>

system operated by the Bank or by an Affiliate of the Bank (a "CIBC System"),
NDPS and/or GPI Canada acknowledges, agrees and covenants that:

     (a)  except as expressly otherwise provided in this Agreement or any of
          the other Operative Documents, NDPS and/or GPI Canada shall have no
          right or title to, interest in or ownership of, any CIBC System or
          any component or portion thereof;

     (b)  except as expressly otherwise provided in this Agreement or any of
          the other Operative Documents, NDPS and/or GPI Canada shall neither
          permit nor enable anyone other than its employees or Advisors to
          access or use any CIBC System or any component or portion thereof;

     (c)  except as expressly otherwise provided in this Agreement or any of
          the other Operative Documents, NDPS and/or GPI Canada shall not,
          and shall not facilitate or assist others to, gain access to or use
          any CIBC System or any component thereof;

     (d)  NDPS and/or GPI Canada shall not, and shall not facilitate or
          assist others to, reverse compile or disassemble any object code
          version of any software application or program in the CIBC System;

     (e)  NDPS and/or GPI Canada shall not make any untrue or unsubstantiated
          claim or representation as to the ownership of, or act as the owner
          of, any CIBC System or any component or portion thereof;

     (f)  NDPS and/or GPI Canada shall not, and shall not facilitate or
          assist others to, gain access to or attempt to gain access through
          any CIBC System in respect of which NDPS and/or GPI Canada has,
          under this Agreement or any other Operative Agreement, a right of
          access, to any other CIBC System or component or portion thereof
          which NDPS and/or GPI Canada do not, under this Agreement or any
          other Operative Agreement have the right to access; and

     (g)  except as may otherwise be provided in this Agreement or any of the
          other Operative Documents, NDPS and/or GPI Canada shall not, nor
          shall it facilitate or assist others to, perform any act that is
          inconsistent with or in violation of this Agreement, or that may
          jeopardize the rights of the Bank, its Affiliates or any third
          party licensors, in the CIBC System.

SECTION 10.6   Rights of Access to Bank Service Locations. 

     (a)  Subject to the confidentiality requirements in this Agreement or as
          otherwise agreed to by the parties, each of NDPS and/or GPI Canada
          and their Advisors shall be permitted access, for purposes of the
          Merchant Business, to any Bank Service Location during the normal

                                     -32-


<PAGE>

          operating hours for such Bank Service Location and in accordance
          with any reasonable security procedures in effect at the time of
          such access; provided, however, that each of NDPS and/or GPI Canada
          and their Advisors shall, except in emergencies,  make reasonable
          accommodation for the need of the Bank to run its business
          unimpeded, particularly at busy times of the year.  

     (b)  The Bank agrees to use its Commercially Reasonable Efforts to
          assist NDPS and to request Intria Items Inc. and Intria-HP
          Corporation to assist in the migration from the Bank's platform
          (the "Bank Platform") using Intria Items Inc. and Intria-HP
          Corporation, on which Card Transactions are processed, to a
          platform owned and operated by NDPS or its Affiliate including,
          without limitation, granting reasonable access to such Bank
          Platform, and disclosing such information related to the
          configuration, functionality and application programming interfaces
          of the Bank Platform as are reasonably required by NDPS to achieve
          such migration; provided, however, that such assistance, access and
          disclosure is subject to:

          (i)  the Bank's reasonable security and privacy policies and
               procedures;

          (ii) any obligations of confidentiality or like restrictions
               imposed upon the Bank under any agreements to which the Bank
               is a party.

     (c)  If, in connection with such migration, NDPS and/or GPI Canada
          requests Intria Items Inc. or Intria-HP Corporation to perform
          services NDPS and/or GPI Canada shall pay the reasonable costs of
          Intria Items Inc. or Intria-HP Corporation incurred in connection
          with such assistance, access and disclosure, provided that NDPS
          and/or GPI Canada has agreed in advance to pay such costs.

SECTION 10.7   Unauthorized Access or Copying.  The Bank shall give NDPS
and/or GPI Canada prompt notice of the Bank becoming aware of any
unauthorized copying of, or access to, the NDPS Data, or any part thereof,
such notice to be in the form of a reasonably detailed incident report.

SECTION 10.8   Co-operation with Special Investigations.  NDPS and/or GPI
Canada and the Bank shall each provide reasonable co-operation and assistance
to the other and their respective Advisors with respect to any investigation
of a security breach or alleged breach at an NDPS Service Location or a Bank
Service Location.



                                     -33-


<PAGE>


SECTION 11.    REPORTS AND DATA

SECTION 11.1   NDPS Reports. As part of the NDPS Services, NDPS shall provide
to the Bank such reports as the Bank and NDPS and/or GPI Canada may mutually
agree upon from time to time.  The reasonable costs of such reports shall be
borne by the Bank except for reports provided which are generated in the
Ordinary Course of NDPS's and/or GPI Canada's business without additional
costs or undue burden.

SECTION 11.2   Bank Reports. As part of the Bank Services, the Bank shall
provide to NDPS and/or GPI Canada such reports as the Bank and NDPS and/or
GPI Canada may mutually agree upon from time to time. The reasonable costs of
such reporting shall be borne by NDPS and/or GPI Canada except for reports
which are generated in the Ordinary Course of the Bank's business without
additional costs or undue burden.

SECTION 11.3   Ownership of the Bank Data.  Notwithstanding NDPS' and/or GPI
Canada's use of the Bank Data in connection with providing the NDPS Services,
the Bank Data is and shall remain the property of the Bank or its customers,
as applicable.  The Bank Data shall not be:

     (a)  used in any way, directly or indirectly, by NDPS and/or GPI Canada
          or their Advisors other than to the extent necessary in connection
          with the Merchant Business and to provide the NDPS Services;

     (b)  disclosed (other than pursuant to this Agreement) sold, assigned,
          leased or otherwise provided to third parties; or

     (c)  commercially exploited in any way, directly or indirectly, by or on
          behalf of NDPS and/or GPI Canada or their Advisors.

SECTION 11.4   Access to the Bank Data.  Notwithstanding NDPS' and/or GPI
Canada's use of the Bank Data in connection with providing the NDPS Services,
at all times during the term of this Agreement, NDPS and/or GPI Canada shall,
subject to Section 10, provide the Bank with unrestricted access to the Bank
Data used in connection with the Services.

SECTION 11.5   Return of Bank Data.  NDPS and/or GPI Canada shall at:

     (a)  the request of the Bank, at any time; and

     (b)  upon the termination of this Agreement;

promptly return to the Bank the Bank Data in its then current format or
formats or in such format or formats and on the media reasonably requested by
the Bank and mutually agreed upon by the parties, or such portion of it as
has been requested by the Bank.  For greater certainty, the parties
acknowledge that any material costs incurred by NDPS in connection with the
transfer of the Bank Data from those existing formats or media to those

                                     -34-


<PAGE>

requested by the Bank shall be borne by the Bank.  For greater certainty, the
Bank agrees that it shall not request a return of the Bank Data in a manner
which shall cause a material change in the Services or request a return of
the Bank Data if doing so would otherwise restrict NDPS' and/or GPI Canada's
ability to perform the NDPS Services under this Agreement or the conduct of
the Merchant Business.  Following such return, at the Bank's written
direction, and upon payment by the Bank of the costs thereof, NDPS and/or GPI
Canada shall remove from its databases, erase or destroy any the Bank Data
remaining in NDPS' and/or GPI Canada's possession, or such portion of it as
the Bank may direct. NDPS shall be relieved of its obligations to provide
those Services which require the availability of the Bank Data which have
been returned to the Bank or destroyed by NDPS in accordance with this
Section 11.

SECTION 11.6   Privacy.  The parties agree to comply with all of the
requirements of the Privacy Policies and Procedures in connection with the
Assigned Merchant Agreements and all applicable privacy Laws, Association
Rules and Clearing System Rules in connection with the provision of the
Services.

SECTION 11.7   Ownership of NDPS Data. Notwithstanding the Bank's access to
the NDPS Data in connection with providing the Bank Services, the NDPS Data
is and shall remain the property of NDPS and/or GPI Canada or its customers,
as applicable.  The NDPS Data shall not be:

     (a)  used, in any way, directly or indirectly, by the Bank or its
          Advisors other than to the extent necessary in connection with
          providing the Bank Services;

     (b)  disclosed (other than pursuant to this Agreement) sold, assigned,
          leased or otherwise provided to third parties; or

     (c)  commercially exploited in any way, directly or indirectly, by or
          on behalf of the Bank or its Advisors.

SECTION 11.8   Access to NDPS Data.  Notwithstanding the Bank's potential
access to NDPS Data in connection with providing the Bank Services, at all
times during the term of this Agreement the Bank shall, subject to Section
10, provide NDPS and/or GPI Canada with unrestricted access to NDPS Data used
in connection with the Services.

SECTION 11.9   Return of NDPS Data.  The Bank shall at:

     (a)  the request of NDPS and/or GPI Canada, at any time; and

     (b)  upon the termination of this Agreement;


                                     -35-


<PAGE>

promptly return to the Bank the Bank Data in its then current format or
formats or in such format or formats and on the media reasonably requested by
NDPS and/or GPI Canada and mutually agreed upon by the parties, or such
portion of it as has been requested by NDPS.  For greater certainty, the
parties acknowledge that any material costs incurred by the Bank in
connection with the transfer of NDPS Data from those existing formats or
media to those requested by NDPS and/or GPI Canada shall be borne by NDPS
and/or GPI Canada.  For greater certainty, NDPS agrees that it shall not
request a return of NDPS Data in a manner which shall cause a material change
in the Services or return the NDPS Data if doing so would otherwise
materially restrict the Bank's ability to perform the Bank Services under
this Agreement.  Following such return, at NDPS' and/or GPI Canada written
direction, and upon payment by NDPS and/or GPI Canada of the costs thereof,
the Bank shall remove from its databases, erase or destroy any NDPS Data
remaining in the Bank's possession, or such portion of it as NDPS and/or GPI
Canada may direct.  The Bank shall be relieved of its obligations to provide
those Services which require the availability of NDPS Data which have been
returned to NDPS and/or GPI Canada or destroyed by the Bank in accordance
with this Section 11.

SECTION 11.10  Data Mining.  The Bank and NDPS and/or GPI Canada agree to
work together in good faith to establish each party's rights to collect, use
and distribute the information contained in payment transactions having
regard to

       (i)     all applicable Laws;

      (ii)     all contractual obligations of either the Bank of NDPS and/or GPI
               Canada to any other Persons; and

     (iii)     the cost of collecting or gaining access to all such
               information.

SECTION 12.    BUSINESS RECOVERY 

SECTION 12.1   Business Recovery Plan.  NDPS and/or GPI Canada and the Bank
shall:

     (a)  maintain their respective Business Recovery Plans in accordance
          with their terms;

     (b)  periodically update and test the operability of their Business
          Recovery Plans;

     (c)  provide the other party with written copies of Business Recovery
          Plan promptly following any amendment;


                                     -36-


<PAGE>

     (d)  on a periodic basis, certify to the other party that the certifying
          party's applicable Business Recovery Plan has been successfully
          tested;

     (e)  implement their respective Business Recovery Plans in accordance
          with the applicable terms;

     (f)  consult with the other party regarding the priority to be given to
          the Services upon the occurrence of an event that triggers any
          obligation under either party's Business Recovery Plan; and

     (g)  not amend their respective Business Recovery Plan that may
          materially affect the Merchant Business without the prior written
          consent of the other party, such consent not to be unreasonably
          withheld.

SECTION 12.2   Force Majeure. Neither NDPS and/or GPI Canada nor the Bank
shall be liable for a failure or delay in the performance of its obligations
pursuant to this Agreement, including the failure or delay in respect of
providing the Services if, and to the extent, and only for so long as such
failure or delay is caused, directly or indirectly, by fire, flood,
earthquake, elements of nature or acts of God, acts of war, terrorism, riots,
civil disorders, rebellions, strikes, lock outs or labour or supply
disruptions or revolutions or any other similar causes beyond the reasonable
control of such party (each, a "Force Majeure Event") provided NDPS and/or
GPI Canada or the Bank, as the case may be, continues to use Commercially
Reasonable Efforts to recommence performance whenever and to whatever extent
possible without delay.  If a Force Majeure Event occurs, NDPS and/or GPI
Canada or the Bank, as the case may be, shall:

     (a)  promptly notify the Bank or NDPS and/or GPI Canada, as the case may
          be, by telephone (to be confirmed in writing within five (5) days
          of the inception of such delay) of the occurrence of a Force
          Majeure Event; and

     (b)  describe in reasonable detail the circumstances causing the Force
          Majeure Event.

SECTION 13.    AUDITS, REGULATORY EXAMINATIONS AND COMPLIANCE

SECTION 13.1  Audits and Inspections.  Upon notice, each party shall provide
such internal auditors, external auditors, and inspectors, as the inspecting
party or any Governmental Entity having jurisdiction over NDPS and/or GPI
Canada or the Bank, as applicable, may designate, with access, as requested,
to the Service Locations for the purpose of performing audits or inspections
of the NDPS Services or the Bank Services.  Each party shall provide such
auditors and inspectors any assistance that they may reasonably require, at

                                     -37-


<PAGE>

the expense of the requesting party.  If any audit by an auditor designated
by a party or a Governmental Entity or Credit Card Association, or Network
Organization having jurisdiction over the Bank or NDPS and/or GPI Canada, as
applicable, results in a party being notified that it is not in compliance
with applicable Laws, Association Rules or Clearing System Rules the party
shall, within the period of time specified by such auditor or regulatory
authority, use Commercially Reasonable Efforts to comply with such audit or
regulatory authority.  

SECTION 14.    TERM AND TERMINATION OF AGREEMENT

SECTION 14.1  Term of Agreement.  Unless otherwise terminated by mutual
agreement of the parties or by operation of the provisions set out herein,
this Agreement shall remain in full force and effect for an initial term of
ten (10) years from the date hereof and shall be automatically extended for
successive one (1) year periods on the same terms and conditions expressed
herein, or as may be amended, unless either party gives the other party
written notice of termination at least two hundred and seventy (270) days
prior to the expiration of the initial term or any extensions or renewals
thereof.  In the event the Bank and NDPS and/or GPI Canada are unable to
reach agreement on a renewal hereof or in the event of termination in
accordance with this Section, the Bank and NDPS and/or GPI Canada agree to
work together to accomplish an orderly disengagement and termination of their
relationship.  Except as specifically set forth above, this Agreement may
only be terminated as a result of a Bank Default as set forth in Section 14.2
or as a result of an NDPS Default set forth in Section 14.3 and then only in
accordance with the provisions of Section 14.4.

SECTION 14.2  Bank's Default.  In the event that:

     (a)  the Bank defaults in the performance of any of the Bank Services
          hereunder where the same Service Level is not achieved in a
          material way for two consecutive months under this Agreement and a
          corrective action plan has not been developed during the 30-day
          period after written notice and demand for cure has been given by
          NDPS and/or GPI Canada to the Bank (except that such period shall
          be extended to the extent there shall be in effect any event which
          shall be deemed a Force Majeure Event); 

     (b)  notwithstanding any Force Majeure Event, the Bank fails to debit or
          credit the Merchant Depository Accounts in accordance with Sections
          4.1(c) or (d), 4.2(b) or 4.3(b) for three (3) Business Days, fails
          to transmit the file to the applicable Clearing System as required
          by Section 4.1(e) or 4.2(c) for three (3) consecutive Business
          Days, fails to debit the Merchant Deposit Accounts in accordance
          with Section 5.2 within three (3) Business Days of the required
          date or fails to settle with Interac in accordance with Section

                                     -38-


<PAGE>

          4.2(d) for three (3) Business Days or fails to ensure that the
          Issuing Account is adequately funded to meet the obligations set
          forth in Section 4.1(c), and such default is not cured within three
          (3) Business Days after written notice and demand for cure has been
          given by NDPS to the Bank (unless such failure is the result of a
          breach by NDPS and/or GPI Canada of its obligations under this
          Agreement); or

     (c)  the Bank is adjudged or declared bankrupt or insolvent or makes an
          assignment for the benefit of creditors, or petitions or applies to
          any tribunal for the appointment of a receiver, custodian, trustee,
          or similar officer for it or for any part of its property, or
          commences any proceedings relating to it under any reorganization,
          arrangement, readjustment of debt, dissolution or liquidation Law
          or statute of any jurisdiction whether now or hereafter in effect,
          or by any act indicates its consent to, approval of, or
          acquiescence in, any such proceeding for it or for any part of its
          property, or a receiver, liquidator, assignee, custodian, trustee
          or similar official is appointed for the Bank, or any of the Bank's
          property, 
     then, in any such case the Bank shall be considered to have
     committed a Bank Default under this Agreement. 

SECTION 14.3   NDPS' and/or GPI Canada's Default.  In the event that: 

     (a)  NDPS and/or GPI Canada defaults in the performance of any of the
          NDPS Services hereunder where the relevant Service Level is not
          achieved in a material way for two consecutive months under this
          Agreement and a corrective action plan has not been developed
          during the 30-day period after written notice and demand for cure
          has been given by the Bank to NDPS and/or GPI Canada committed a
          Bank Default (except that such period shall be extended to the
          extent there shall be in effect any event which shall be deemed a
          Force Majeure Event); 

     (b)  notwithstanding any Force Majeure Event, NDPS and/or GPI Canada
          fails to process and transmit or cease to be processed and
          transmitted information to the Bank in accordance with Sections
          4.1(a), 4.2(a) and 4.3(a) for three (3) consecutive Business Days
          and such default is not cured within three (3) Business Days after
          written notice and demand for cure has been given by the Bank to
          NDPS and/or GPI Canada (unless such failure is due to a breach of
          the Bank's obligations under this Agreement); or

     (c)  NDPS and/or GPI Canada is adjudged or declared bankrupt or
          insolvent or makes an assignment for the benefit of creditors, or
          petitions or applies to any tribunal for the appointment of a
          receiver, custodian, trustee, or similar officer for it or for any

                                     -39-


<PAGE>

          part of its property, or commences any proceedings relating to it
          under any reorganization, arrangement, readjustment of debt,
          dissolution or liquidation Law or statute of any jurisdiction
          whether now or hereafter in effect, or by any act indicates its
          consent to, approval of, or acquiescence in, any such proceeding
          for it or for any part of its property, or a receiver, liquidator,
          assignee, custodian, trustee or similar official is appointed for
          NDPS and/or GPI Canada, or any of NDPS' and/or GPI Canada's
          property,  
     then, in any such case, NDPS and/or GPI Canada shall be
     considered to have committed an NDPS Default under this Agreement.

SECTION 14.4  Termination Period.  In the event this Agreement is to be
terminated as a result of a Bank Default under Section 14.2 or a NDPS Default
under Section 14.3 of this Agreement, the parties agree that the term of this
Agreement shall automatically extend on the same terms and conditions as
expressed herein for a transition period of up to two hundred and seventy
(270) days during which the parties shall work together and use their
Commercially Reasonable Efforts to cause an orderly transition of the
Merchant Business.

SECTION 14.5  Termination of Use of Bank Marks.  NDPS and/or GPI Canada
shall, in accordance with Section 8.1 of the Trademark Licence Agreement,
cease to use the Bank Marks upon commencement of the 270-day period in
Section 14.4 and shall comply with the provisions of the Trademark Licence
Agreement.

SECTION 15.    DESIGNATION OF RESPONSIBLE PERSONNEL

SECTION 15.1  Client Relations Representative.  Each of the Bank and NDPS
and/or GPI Canada agree that it will from time to time designate one or more
officers or employees (the "Client Relations Representative") who will be
responsible for all communications with the other party relating to the
subject matter of this Agreement.  The initial Client Relations
Representatives of the Bank and NDPS and/or GPI Canada are set forth in
Schedule 15 hereto.

SECTION 16.    Change of control/assignment 

SECTION 16.1  Change of Control/Assignment.  

     (a)  The obligations of the Bank under Sections 6.1 and 6.3 of this
          Agreement shall terminate at the Bank's sole discretion, upon (A)
          an assignment of this Agreement by NDPS to any Person other than an
          Affiliate thereof without the written consent of the Bank; or (B) a
          change of Control of NDPS or Global Payments; or (C) an assignment
          by NDPS or an Affiliate thereof of Merchant Agreements representing


                                     -40-


<PAGE>

          all or substantially all of the volume of Card Transactions of the
          Merchant Business at that time.

     (b)  The rights of NDPS and its Affiliates to use the Bank's BINs and
          ICAs in accordance with the provisions of this Agreement shall
          terminate, at the Bank's sole discretion, upon (A) an assignment of
          this Agreement by NDPS to any Person other than an Affiliate
          thereof without the written consent of the Bank; (B) a change of
          Control of NDPS or Global Payments; or (C) an assignment by NDPS or
          an Affiliate thereof of Merchant Agreements representing all or
          substantially all of the volume of Card Transactions of the
          Merchant Business at that time, such that NDPS, Global Payments or
          the Merchant Business, as the case may be, is Controlled by a
          Canadian Financial Institution.

SECTION 17.    MARKETING  

SECTION 17.1  Annual Marketing Plan.  The parties agree to enter into a
mutually agreeable marketing plan and to review such plan on an annual basis.

SECTION 18.    CREDIT POLICY  

SECTION 18.1  Approval of Merchant Qualification Criteria.  The Bank has
approved NDPS' current policies with respect to merchant qualification
criteria.  NDPS agrees to adhere to such merchant qualification criteria.  If
NDPS makes a change to such criteria, it shall notify the Bank and the Bank
shall have five (5) Business Days to object to such new criteria.  If the
Bank does not object in writing within such time period, such new criteria
shall be deemed to be accepted by the Bank.  Any objections by the Bank shall
be dealt with in accordance with Section 22.

SECTION 19.    TERMINALS  

SECTION 19.1  Inventory Levels. GPI Canada will use Commercially Reasonable
Efforts to maintain the inventory levels of terminals for use in the Merchant
Business at levels sufficient for the continuation of the Merchant Business
in the Ordinary Course.  

SECTION 20.    INDEMNIFICATION/LIMITATION OF LIABILITY AND PROCEDURES FOR
               CLAIMS

SECTION 20.1   Indemnification.  

     (a)  Subject to the terms of this Agreement, the Bank shall indemnify
          NDPS and/or GPI Canada and hold NDPS and/or GPI Canada harmless
          from any liability, loss, cost or expense, including reasonable
          attorneys' fees and expenses ("Losses") suffered by it or its

                                     -41-


<PAGE>

          Affiliates that shall result from or arise out of (i) the breach by
          the Bank of this Agreement, or (ii) the Bank's violation of
          applicable Laws, Association Rules and Clearing System Rules, or
          (iii) the negligence or intentional wrongdoing of the Bank;
          provided further that if both the Bank and NDPS and/or GPI Canada
          are jointly sued by a third party and both are deemed to be liable
          as joint tortfeasors, then the allocation of loss between NDPS
          and/or GPI Canada and the Bank shall be determined by the court.

     (b)  Subject to the terms of this Agreement, NDPS and/or GPI Canada
          shall indemnify the Bank and hold the Bank harmless from any Losses
          suffered by it or its Affiliates that shall result from or arise
          out of (i) the breach by NDPS and/or GPI Canada of this Agreement,
          or (ii) NDPS' and/or GPI Canada's violation of applicable Laws,
          Association Rules and Clearing System Rules, or (iii) the
          negligence or intentional wrongdoing of NDPS and/or GPI Canada;
          provided further that if both the Bank and NDPS and/or GPI Canada
          are jointly sued by a third party and both are deemed to be liable
          as joint tortfeasors, then the allocation of loss between NDPS
          and/or GPI Canada and the Bank shall be as determined by the court.


     (c)  In case any claim is made or any suit or action is commenced
          against either party by a third party in respect of which
          indemnification may be sought under this Section 20.1, the party to
          be indemnified ("Indemnitee") shall promptly give the indemnifying
          party  ("Indemnitor") notice thereof and the Indemnitor shall be
          entitled to conduct the defense thereof with counsel reasonably
          acceptable to the Indemnitee or to participate in the defense
          thereof, at the Indemnitor's expense.  If the Indemnitor elects to
          conduct any such defense, the Indemnitee shall be entitled to
          participate in such defense at the Indemnitee's expense.  The
          Indemnitor may (but need not) conduct or participate in the defense
          of any such claim, suit or action, but the Indemnitor shall
          promptly notify the Indemnitee if the Indemnitor shall not desire
          to conduct or participate in the defense of any such claim, suit or
          action.  The Indemnitee may at any time notify the Indemnitor of
          its intention to settle or compromise any claim, suit or action
          against the Indemnitee in respect of which payments may be sought
          by the Indemnitee hereunder (and the defense of which the
          Indemnitor has not previously elected to conduct or participate
          in), and the Indemnitee may settle or compromise any such claim,
          suit or action unless the Indemnitor notifies the Indemnitee in
          writing (within ten days after the Indemnitee has given the
          Indemnitor written notice of its intention to settle or compromise)
          that the Indemnitor reasonably objects to such settlement or
          compromise or intends to conduct the defense of such claim, suit or

                                     -42-


<PAGE>

          action.  Any such settlement or compromise of or any final judgment
          or decree entered on or in any claim, suit or action that the
          Indemnitee has agreed to or defended or participated in the defense
          of in accordance herewith shall be deemed to have been consented to
          by, and shall be binding upon, the Indemnitor as fully as if the
          Indemnitor had assumed the defense thereof and a final judgment or
          decree had been entered in such suit or action, or with regard to
          such claim, by a court of competent jurisdiction for the amount of
          such settlement, compromise, judgment or decree.

     (d)  In case any direct claim in made in respect of which
          indemnification may be sought under this Section 20.1, the
          Indemnitee shall promptly give notice to the Indemnitor, which
          shall specify the factual basis for the claim and the amount of
          such claim.  The Indemnitor shall have sixty (60) days from receipt
          of notice of the claim within which to make such investigation of
          the claim as the Indemnitor considers necessary or desirable.  For
          the purpose of such investigation, the Indemnitee shall make
          available to the Indemnitor reasonable documentation to
          substantiate the claim, together with all such other information as
          the Indemnitor may reasonably request.  If both parties agree at or
          before the expiration of such time period (or any mutually agreed
          upon extension thereof) to the validity and amount of such claim,
          the Indemnitor shall immediately pay to the Indemnitee the full
          agreed upon amount of the claim, but failing such agreement the
          matter shall be referred to the dispute resolution procedures set
          out in this Agreement.

SECTION 20.2   Limitation of Liability.  

     (a)  Neither NDPS (and/or GPI Canada) nor the Bank shall be liable for
          failure to provide the NDPS Services or the Bank Services,
          respectively, if such failure is due to any Force Majeure Event
          affecting the party not performing, or affecting one of their
          subcontractors provided that the party hereto affected by such
          Force Majeure Event cause or condition uses Commercially Reasonable
          Efforts to resume performing its obligations hereunder as soon as
          practicable.  Neither NDPS and/or GPI Canada nor the Bank shall
          have any liability for losses, expenses or damages, ordinary,
          special or consequential of the other party resulting directly or
          indirectly from such causes or conditions.

     (b)  NDPS and/or GPI Canada agrees to provide the NDPS Services in a
          prompt and efficient manner and to use Commercially Reasonable
          Efforts to comply with the Service Levels set forth on Schedule 3;
          however, failure to comply with the Service Levels shall not be
          considered a default condition unless the provisions of Section

                                     -43-


<PAGE>

          14.3(a) regarding the default conditions have been satisfied.  NDPS
          and/or GPI Canada make no warranties or representations regarding
          the NDPS Services except as specifically stated in this Agreement. 
          NDPS and/or GPI Canada shall use due care in performing all NDPS
          Services hereunder and in complying with all Association Rules,
          Network Organization rules or Clearing System Rules, including, but
          not limited to, those concerning the processing of Chargebacks and
          Credit Losses, dispute resolutions, and arbitration. NDPS and/or
          GPI Canada shall not be responsible in any manner for errors or
          failures of any Person other than those of NDPS and/or GPI Canada,
          any Affiliate of NDPS and/or GPI Canada or any Merchant Accounting
          Processor or Independent Sales Organization designated by NDPS. 
          THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES,
          AND THE BANK HEREBY WAIVES ALL OTHER WARRANTIES, EXPRESS, IMPLIED,
          OR STATUTORY INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
          MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE. 
          Should there be any failure in performance or errors or omissions,
          NDPS and/or GPI Canada shall use Commercially Reasonable Efforts to
          correct such failure in performance or errors or omissions.  Except
          as the result of a third party claim subject to Section 20.1(a), in
          no event shall NDPS and/or GPI Canada be liable to the Bank or
          other third parties for special, indirect, or consequential
          damages, even if NDPS and/or GPI Canada has been advised of the
          possibility of such damage.

     (c)  The Bank agrees to provide the Bank Services in a prompt and
          efficient manner and to use Commercially Reasonable Efforts to
          comply with the Service Levels set forth on Schedule 3; however,
          failure to comply with the Service Levels shall not be considered a
          default condition unless the provisions of Section 14.2(a)
          regarding the default conditions have been satisfied.  The Bank
          makes no warranties or representations regarding the Bank Services
          except as specifically stated in this Agreement. The Bank shall use
          due care in performing all the Bank Services hereunder and in
          complying with all Association Rules, Network Organization rules or
          Clearing System Rules, including but not limited to those
          concerning membership and its sponsorship of NDPS and/or GPI
          Canada. The Bank shall not be responsible in any manner for errors
          or failures of any Person other than those of the Bank or any
          Affiliate of the Bank.  THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU
          OF ALL OTHER WARRANTIES, AND NDPS HEREBY WAIVES ALL OTHER
          WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY INCLUDING, BUT NOT
          LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE FOR
          A PARTICULAR PURPOSE.  Should there be any failure in performance
          or errors or omissions, the Bank shall use Commercially Reasonable
          Efforts to correct such failure in performance or errors or
          omissions.  Except as the result of a third party claim subject to

                                     -44-


<PAGE>

          Section 20.1(b), in no event shall Bank be liable to NDPS and/or
          GPI Canada or any third parties for any special, indirect, or
          consequential damages, even if the Bank has been advised of the
          possibility of such damage.

SECTION 20.3  Recovery.  If, at any time, either the Bank or NDPS and/or GPI
Canada has received damages from the other party and recovers funds,
payments, or costs from a third party relating to the liability in respect of
which such damages were paid, the amounts so recovered (less the costs of
recovery and amounts previously paid to the other party in respect of the
Loss) shall be remitted to such other party up to the amounts previously paid
by such party.

SECTION 20.4  Notice of Default.  Each party all promptly notify the other
party if a default or event of default with respect to it has occurred
hereunder.

SECTION 20.5  Notice of Litigation.  Each party shall promptly give notice to
the other party of any material claims, proceedings, disputes (including
labour disputes), changes or litigation likely or impending which may have a
material effect on the fulfilment of any of the terms hereof by it (whether
or not any such claim, change, proceeding, dispute or litigation is covered
by insurance) of which it is aware.  It shall provide the other party with
all information reasonably requested, from time to time, concerning the
status of such claims, proceedings, changes, disputes, litigation or
developments.

SECTION 21.    REMEDIES

SECTION 21.1  Remedies of the Bank.  Upon the occurrence of an NDPS Default
under this Agreement, after attempting to resolve the matter pursuant to the
dispute resolution provisions set out in this Agreement, the Bank may do any
or all of the following as the Bank, in its sole and absolute discretion,
shall determine:

     (a)  the Bank may terminate this Agreement in accordance with the
          provisions hereof, in which case all of the Bank's rights and
          obligations under the Merchant Agreements shall automatically be
          assigned and assumed absolutely by NDPS and/or GPI Canada at the
          commencement of the 270-day period in Section 14.4 and NDPS and/or
          GPI Canada shall notify Merchants that the Bank is no longer
          engaged in the provision of services in connection with the
          Merchant Business;

     (b)  the Bank may bring any proceedings in the nature of specific
          performance, injunction, or other equitable remedy in any instance,
          it being acknowledged that damages at Law may be an inadequate

                                     -45-


<PAGE>

          remedy for a default of the confidentiality provisions of this
          Agreement applicable to NDPS and/or GPI Canada under this
          Agreement;

     (c)  subject to the limitations contained herein, the Bank may bring any
          action at Law as may be necessary or advisable in order to recover
          damages and costs; and/or

     (d)  the Bank may exercise any of its other rights and remedies provided
          for hereunder or otherwise available to it, including a waiver of
          any NDPS Default.

SECTION 21.2  Remedies of NDPS and/or GPI Canada.  Upon the occurrence of a
Bank Default under this Agreement, after attempting to resolve the matter
pursuant to the dispute resolution provisions set out in this Agreement, NDPS
may do any or all of the following as NDPS, in its sole and absolute
discretion, shall determine:

     (a)  NDPS may terminate this Agreement in accordance with the provisions
          hereof, in which case all of the rights and obligations under the
          Merchant Agreements shall automatically be assigned and assumed by
          NDPS and/or GPI Canada at the commencement of the 270-day period in
          Section 14.4 and NDPS and/or GPI Canada shall notify Merchants that
          the Bank is no longer engaged in the provision of services in
          connection with the Merchant Business;

     (b)  NDPS may bring any proceedings in the nature of specific
          performance, injunction or other equitable remedy, it being
          acknowledged that damages at Law may be an inadequate remedy for a
          default of the confidentiality provisions of this Agreement
          applicable to the Bank under this Agreement;

     (c)  subject to the limitations contained herein, NDPS and/or GPI Canada
          may bring any action at Law as may be necessary or advisable in
          order to recover damages and costs; and/or

     (d)  NDPS may exercise any of its other rights and remedies provided for
          hereunder or otherwise available to it, including a waiver of any
          Bank Default.

SECTION 21.3   Non-Exclusive Remedies.  The non-defaulting party may, in its
sole discretion, exercise any right or recourse and/or proceed by any action,
suit, remedy or proceeding against the defaulting party authorized hereunder
or permitted by Law and may proceed to exercise any and all rights hereunder
and no remedy for the enforcement of the rights of the non-defaulting party
shall be exclusive of any other rights or remedies provided hereunder or at
Law or in equity or be dependent upon any such right or remedy and any one or

                                     -46-


<PAGE>

more of such rights or remedies may from time to time be exercised
independently or in combination. All such rights shall be subject to the
limitation of liability contained herein.  

SECTION 21.4  Equitable Remedies.  The defaulting party agrees that the
non-defaulting party's entitlement to seek equitable relief includes such
injunction or injunctions as may be required to prevent breaches or further
breaches of any of the provisions hereof, and specific enforcement of such
provisions by an action instituted in any court having jurisdiction.

SECTION 22.    DISPUTE RESOLUTION

SECTION 22.1  Initial Dispute Resolution.  If any dispute, claim, question or
difference (a "Dispute") arises out of or in relation to this Agreement, the
Bank or NDPS and/or GPI Canada shall contact the other party's Client
Relations Representative.  The parties' respective Client Relations
Representatives shall meet and use their Commercially Reasonable Efforts to
negotiate with each other in good faith and understanding of their mutual
interests, to reach a just and equitable resolution to the Dispute within ten
(10) Business Days of such referral.

SECTION 22.2 Resolution by Committee. If the Dispute cannot be resolved
through the process set out in Section 22.1, the Dispute shall be referred by
the party who initially raised the complaint (the "Initiating Party") to a
committee comprised the Chief Executive Officer of NDPS, and a senior officer
designated by the Bank.  Such committee members shall use their Commercially
Reasonable Efforts and negotiate in good faith and understanding of the
parties' mutual interests, to reach a just and equitable resolution to the
Dispute within ten (10) Business Days of such referral.

SECTION 22.3  Resolution by Joint Director Committee.  If the Dispute cannot
be resolved through the process set out in Section 22.2, the Dispute shall be
referred by the Initiating Party to the Joint Director Committee. The Joint
Director Committee shall meet and use its best efforts and negotiate with
each other in good faith and understanding of the Parties mutual interests to
reach a just and equitable resolution to the Dispute within ten (10) Business
Days of such referral.

SECTION 22.4  Arbitration.  If a Dispute is not resolved pursuant to Section
22.3, NDPS and/or GPI Canada and the Bank agree, but shall not be obligated,
within sixty (60) days after the completion of the procedures set forth in
Section 22.3, as appropriate, upon notice, to submit the Dispute to formal
binding Arbitration in accordance with Section 22.5.  If at any time a party
commences litigation regarding such Dispute, no Arbitration may subsequently
be commenced by the other Party regarding such Dispute without the consent of
the parties involved in the litigation.


                                     -47-


<PAGE>

SECTION 22.5  Arbitration Process. If the parties agree to formal binding
Arbitration the following procedures shall apply.

     (a)  The Arbitration shall be held before a panel of three (3)
          arbitrators (the "Arbitration").  Any party may serve a notice on
          the other party setting out a statement of dispute, controversy or
          claim and the facts relating or giving rise thereto, in reasonable
          detail (the "Statement of Dispute"), and the name of the arbitrator
          selected by it.

     (b)  Within thirty (30) days after receipt of such notice, the receiving
          party shall respond to the notice by agreeing or commenting on the
          Statement of Dispute, as the case may be, and by naming its
          arbitrator.

     (c)  The two arbitrators named by the parties shall select the third
          arbitrator within ten (10) days after agreeing on or commenting on
          the Statement of Dispute.

     (d)  The third arbitrator will chair the Arbitration panel (the
          "Chair").  The Chair may, upon agreement of each of the members of
          the Arbitration panel, act as sole arbitrator in respect of
          procedural matters including scheduling, production of documents
          and giving directions.

     (e)  Save as otherwise provided by this Section 22.5, the Arbitration
          shall be governed by the provisions of the Arbitration Act, S.O.
          1991, C.17 (the "Arbitration Act"); provided, however, that the
          Arbitration may be administered by any organization agreed upon by
          the parties and that the parties by agreement, may choose to be
          governed by the rules of such administering organization.  The
          parties expressly agree that the provisions of the International
          Commercial Arbitration Act (Ontario) shall not apply to any
          Arbitration between them.  The arbitrators may not amend or
          disregard any provision of this Section 22.5 without the consent of
          the parties.

     (f)  The arbitrators selected to act hereunder shall be qualified by
          profession or occupation to decide the matter in dispute.

     (g)  Submission of Written Statements.

          (i)  Within fifteen (15) days of notice to the parties of the
               appointment of the third arbitrator, each of the parties shall
               submit written statements to the Chair setting out in
               sufficient detail the facts and any contentions of Law on
               which it relies, or the facts and any contentions of Law on

                                     -48-


<PAGE>

               which the other party relies that it disputes, and the relief
               such party claims, if any.  Each party shall have ten (10)
               days from the date on which the written statements were
               received to reply to the written statement submitted by the
               other party.

          (ii) After submission of all the statements, the arbitrators may
               give directions for documentary production and
               disclosure/discovery of each party's case, and for further
               conduct of the Arbitration bearing in mind the desirability of
               having cost effective and expeditious dispute resolution on
               the merits of the case.  In the absence of agreement between
               the parties on production and discovery procedures within
               thirty (30) days of the last day for delivery of the written
               statements and replies described in Section 8.05(g)(i), Rules
               30, 31, 32, 34 and 35 of the Ontario Rules of Civil Procedure
               regarding production and discovery will apply to the
               Arbitration, excepting that the arbitrators shall exercise any
               powers or fulfil any duties set out in those Rules that would
               otherwise (in an action) be exercised or fulfilled by the
               court or a judge.

       (iii)   The arbitrators may, upon application by any party,
               modify or extend any time limit contained in this Section
               22.5, including any time limit in the above rules.

     (h)  Confidentiality.  Save and except as may be necessary in the course
          of the enforcement of an Arbitration award, the Arbitration process
          and all Persons participating therein shall be subject to the
          confidentiality provisions as set out in this Agreement.  The
          arbitrators and all other Persons (not already bound by the
          confidentiality provisions of this Agreement) participating in the
          Arbitration shall execute an undertaking to be bound by the
          confidentiality provisions set out in this Agreement.  For greater
          certainty, the parties agree that the Arbitration shall proceed in
          the event that any other Person refuses to sign a confidentiality
          undertaking or agreement.

     (i)  Meetings and Hearings.

          (i)  Meetings and hearings of the Arbitration shall take place in
               Toronto or in such other place as the parties shall agree upon
               in writing and such meetings and hearings shall be conducted
               in the English language unless otherwise agreed by such
               parties and the arbitrators.  Subject to the foregoing, the
               arbitrators may at any time fix the date, time and place of
               meetings and hearings in the Arbitration, and will give all

                                     -49-


<PAGE>

               the Parties adequate notice thereof.  Subject to any
               adjournments which the arbitrators allow, the final hearing
               will be continued on successive Business Days until it is
               concluded.

          (ii) All meetings and hearings will be in private unless the
               parties otherwise agree.

         (iii) Any party may be represented at any meetings or hearings
               by legal counsel.

          (iv) At the Arbitration, each party may examine and re-examine its
               own witnesses and may cross-examine the other party's witness.

     (j)  The Decision.

          (i)  The arbitrators will make and send a decision in writing to
               the parties within thirty (30) Business Days after the
               conclusion of all hearings referred to in Section 22.5(i)
               unless that time period is extended for a fixed period by the
               arbitrators on written notice to each party because of illness
               or other cause beyond the arbitrators' control and, unless the
               parties otherwise agree, will set out reasons for decision in
               the decision.

          (ii) The decision of the majority of the arbitrators shall be
               deemed to be the decision of the Arbitration panel.  Where
               there is no majority decision, the decision of the Chair shall
               be the decision of the Arbitration panel.

        (iii)  Except as provided in the Arbitration Act and as
               otherwise required by Law, the decision of the
               arbitrators shall be final and binding on the parties and
               shall not be subject to any appeal or review procedure,
               provided that the arbitrators have followed the rules and
               procedures provided herein in good faith and have
               proceeded in accordance with the principles of natural
               justice.

SECTION 23.    MISCELLANEOUS

SECTION 23.1  Amendments, Etc.  No amendment or waiver of any provision of
this agreement, and no consent to any departure by the Bank or NDPS and/or
GPI Canada herefrom, shall be effective unless the same shall be in writing
and signed by each party sought to be bound thereby, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.

                                     -50-


<PAGE>

SECTION 23.2  Notices. All notices required hereunder shall be delivered to
the following  names and addresses:

     (a)  If to the Bank, to:

          Canadian Imperial Bank of Commerce
          c/o CIBC World Markets Inc.
          161 Bay Street,
          BCE Place,7th Floor
          Toronto, Ontario M5J 2J8
          Attn: Executive Vice President, Card Products,
          Collections and Merchant Card Services
          Facsimile:  (416) 784-6868

     with a copy to:

          Canadian Imperial Bank of Commerce
          Legal and Compliance Division
          199 Bay Street, 15th Floor
          Commerce Court West
          Toronto, Ontario  M5L 1A2
          Attn: General Counsel
          Facsimile: (416) 304-2860

     and to:

          Blakes, Cassels & Graydon LLP
          199 Bay Street, 28th Floor
          Commerce Court West
          Toronto, Ontario M5L 1A9
          Attn: Managing Partner
          Facsimile: (416) 863-2653

     (b)  If to NDPS, Global Payments
          or GPI Canada to:

          Global Payments Inc.
          #4 Corporate Square
          Atlanta, Georgia 30329-2010
          Attn.: Office of the Corporate Secretary
          Facsimile: (404) 728-2990

The persons or addresses to which mailings or deliveries shall be made may be
changed from time to time by notice given pursuant to the provisions of this
Section 23.2.  Any notice, demand or other communication given pursuant to
the provisions of this Section 23.2. shall be deemed to have been given on


                                     -51-


<PAGE>

the date actually delivered or five days following the date deposited in the
mail, properly addressed, postage prepaid, as the case may be.

SECTION 23.3  No Waiver; Remedies.  No failure by the Bank or NDPS and/or GPI
Canada to exercise, and no delay in exercising, any right under this
Agreement shall operate as a waiver thereof; nor shall any single or partial
exercise of any right under this Agreement preclude any other or further
exercise thereof or the exercise of any other right.  The remedies provided
in this Agreement are cumulative and not exclusive of any remedies provided
by Law.

SECTION 23.4  Third-Party Beneficiaries.  Neither party to this Agreement
intends this Agreement to benefit or create any right or cause of action in
or on behalf of any Person other than the Bank and NDPS and/or GPI Canada and
permitted successors and assigns.

SECTION 23.5  Assignment.

     (a)  This Agreement shall be binding upon and inure to the successors
          and permitted assigns.  This Agreement and all rights, privileges,
          duties and obligations of the parties hereto may not be assigned by
          any party without the prior written consent of the other party;
          provided, however, that no such consent shall be required (i) for
          the assignment by any party of its rights and privileges hereunder
          to an Affiliate of either party or (ii) for the assignment and
          delegation by any party of its rights, privileges, duties and
          obligations hereunder to any Person into or with which the
          assigning party shall merge or consolidate or to which the
          assigning party shall sell all or substantially all its assets. 

     (b)  The consent of a party to any assignment by the other party shall
          not (i) relieve that party of any of its obligations under this
          Agreement; or (ii) constitute the other party's consent to further
          assignment.  

SECTION 23.6  Governing Law, Attornment  This Agreement shall be governed by,
and construed in accordance with, the laws of the Province of Ontario and the
laws of Canada applicable therein.

SECTION 23.7  Entire Agreement.  This Agreement  embodies the entire
understanding of the parties with respect to the subject matter hereof, and
there are no further or other agreements or understandings, written or oral,
in effect between the parties relating to the subject matter of this
Agreement.

SECTION 23.8  Independent Contractor.  Except as expressly provided herein,
nothing herein contained shall be construed as constituting a partnership or

                                     -52-


<PAGE>

joint venture between NDPS and/or GPI Canada and the Bank and each party
specifically disclaims any liability for the conduct, performance of services
or failure to act of the other party.  Except as specifically described in
this Agreement, each party intends that it shall be considered an independent
contractor of the other for the services performed by it under this
Agreement.

SECTION 23.9  Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid
under applicable Law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable Law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement. In such an event the parties shall use good faith efforts to
re-negotiate any such provision in an effort to retain the spirit and intent
of the original provision. 

SECTION 23.10  Execution in Counterparts.  This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

SECTION 23.11  Confidentiality.  During the term of this Agreement and for a
period of five (5) years thereafter, the Bank, its Affiliates, and their
employees, agents and representatives shall treat the NDPS Data as
confidential and will not use or disclose such information to third parties
except as required by Law, as needed in connection with any lawsuit, claim,
litigation or other proceeding or in connection with tax or regulatory
matters, and except to the extent that such information (other than
information relating to the Merchant Business or the Assets Sold as defined
in the Asset Purchase Agreement) was otherwise known to the Bank prior to
disclosure by NDPS and/or GPI Canada or already in the public domain (or
subsequently entering the public domain other than as a result of the breach
of the Bank's obligations under this Section). During the term of this
Agreement and for a period of five (5) years thereafter, NDPS, its
Affiliates, and their employees, agents and representatives shall treat the
Bank Data as confidential and will not disclose such information to third
parties except as required by Law, as needed in connection with any lawsuit,
claim, litigation or other proceeding or in connection with tax or regulatory
matters, and except to the extent that such information was otherwise known
to NDPS and/or GPI Canada prior to disclosure by the Bank or already in the
public domain (or subsequently entering the public domain other than as a
result of the breach of NDPS' and/or GPI Canada's obligations under this
Section). 

SECTION 23.12  Joint Announcement; Confidentiality.  The Bank and NDPS agree
not to publicly disclose the transactions contemplated by this Agreement,

                                     -53-


<PAGE>

provided, however, that promptly after the date hereof, after prior
consultation with each other as to the substance and form of the public
disclosure, the Bank and NDPS and/or GPI Canada shall make individual
announcements or a joint announcement concerning the execution of this
Agreement. Any subsequent  press releases or public announcements regarding
this Agreement and the processing relationship created thereby shall be
approved by both parties prior to such public disclosure or announcement. 

SECTION 23.13 Waiver of Jury Trial.  The Bank and NDPS and/or GPI Canada
agree that any suit, action, or proceedings, brought or instituted by either
party hereto which in any way relates, directly or indirectly, to this
Agreement or any event, transaction, or occurrence arising out of or in any
way connected with this Agreement or the dealings of the parties with respect
thereto, shall be tried only by a court and not by a jury.  THE BANK AND NDPS
HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION,
OR PROCEEDING.  The Bank and NDPS and/or GPI Canada acknowledge and agree
that this provision is a specific and material aspect of this Agreement
between the parties and that neither party would enter into this Agreement if
this provision were not part thereof.
 
SECTION 23.14  Time of Essence.  Time is of the essence of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.

                          CANADIAN IMPERIAL BANK OF COMMERCE

                          By: /s/ Christine Croucher
                             ---------------------------------------
                               Name:  Christine Croucher
                               Title: Executive Vice President


                          By: /s/ David A. Marshall
                             ---------------------------------------
                               Name:  David A. Marshall
                               Title: Vice Chairman

                          NATIONAL DATA PAYMENT SYSTEMS, INC.,
                          on its own behalf and as guarantor of the
                          obligations of Global Canada

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


                                     -54-


<PAGE>

                          GLOBAL PAYMENTS CANADA INC.

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

The obligations of National Data Payment Systems, Inc. and Global Payments
Canada Inc. hereunder are hereby guaranteed by GLOBAL PAYMENTS INC.

                          GLOBAL PAYMENTS INC.

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

 
































                                     -56-


<PAGE>

                                 SCHEDULE 2.5

                            NEW MERCHANT AGREEMENTS

                  To be mutually agreed upon by the parties.











































                                     -57-


<PAGE>

                                 SCHEDULE 2.7

                                 KEY ACCOUNTS

                  To be mutually agreed upon by the parties.

 









































                                     -58-


<PAGE>

                                  SCHEDULE 3

                                SERVICE LEVELS

                  To be mutually agreed upon by the parties.











































                                     -59-


<PAGE>

                                 SCHEDULE 7.2

               CHARGEBACKS AND CREDIT LOSSES ON CERTAIN ACCOUNTS

                  To be mutually agreed upon by the parties.











































                                     -60-


<PAGE>

                                SCHEDULE10.3(a)

                     NDPS SECURITY POLICIES AND PROCEDURES

                  To be mutually agreed upon by the parties.











































                                     -61-


<PAGE>

                               SCHEDULE 10.3(b)

                     BANK SECURITY POLICIES AND PROCEDURES

                  To be mutually agreed upon by the parties.











































                                     -62-


<PAGE>

                                 SCHEDULE 11.6

                     BANK PRIVACY POLICIES AND PROCEDURES

                  To be mutually agreed upon by the parties.











































                                     -63-


<PAGE>

                                  SCHEDULE 15

                    INITIAL CLIENT RELATIONS REPRESENTATIVE

                  To be mutually agreed upon by the parties.











































                                     -64-


<PAGE>

SECTION 1.   DEFINITIONS AND INTREPRETATION...........................1
SECTION 1.1  Certain Defined Terms....................................1
SECTION 1.2  Headings and Table of Contents...........................9
SECTION 1.3  Number and Gender........................................9
SECTION 1.4  Performance on Business Days.............................9
SECTION 1.5  References...............................................10
SECTION 1.6  Section and Schedule References..........................10
SECTION 1.7  Parties..................................................10
SECTION 2.   MERCHANT AGREEMENTS......................................10
SECTION 2.1  Assigned Merchant Agreements.............................10
SECTION 2.2  Further Assignment of Rights Under Merchant Agreements 
               During the Term........................................11
SECTION 2.3  Further Assignment of Rights Under Assigned Merchant 
               Agreements Upon the Expiry of the Term.................12
SECTION 2.4  Termination, Modification of Assigned Merchant 
               Agreements.............................................12
SECTION 2.5  New Three Party Merchant Agreements......................12
SECTION 2.6  Power of Attorney........................................14
SECTION 2.7  Key Accounts.............................................14
SECTION 3.   SERVICES.................................................15
SECTION 3.1  NDPS Services............................................15
SECTION 3.2  Bank Services............................................15
SECTION 3.3  Licences and Permits.....................................15
SECTION 4.   DEPOSIT AND SETTLEMENT PROCEDURES........................15
SECTION 4.1  Acceptance, Delivery, and Settlement of Credit Card 
               Transaction Records....................................15
SECTION 4.2  Acceptance, Delivery, and Settlement of  Debit Card 
               Transaction Records....................................18
SECTION 4.3  Acceptance, Delivery and Settlement of Merchant's Edge 
               Card Transactions......................................19
SECTION 4.4  Amendments...............................................19
SECTION 5.   PAYMENTS AND ACCOUNTS; CLEARING 
               ARRANGEMENTS...........................................19
SECTION 5.1  General..................................................19
SECTION 5.2  Withdrawal of Account Fees from Merchant Depository 
               Accounts...............................................20
SECTION 5.3  Settlement Accounts......................................20
SECTION 6.   EXCLUSIVITY AND MARKETING................................20
SECTION 6.1  Referral of Potential Merchants..........................20
SECTION 6.2  Merchant Depository Accounts.............................21
SECTION 6.3  New Products and Services................................21
SECTION 7.   CHARGE-BACKS, CREDIT LOSSES AND RISK 
               MANAGEMENT.............................................21
SECTION 7.1  Chargebacks and Credit Losses............................21
SECTION 7.2  Payment for Chargebacks and Credit Losses................22
SECTION 7.3  Foreign Interchange......................................23
SECTION 8.   MEMBERSHIP IN CREDIT CARD ASSOCIATIONS AND 
               NETWORK ORGANIZATIONS..................................24

                                     -65-


<PAGE>

SECTION 8.1  VISA and Interac Membership by Bank.......................24
SECTION 8.2  Compliance with VISA and Interac Requirements by NDPS.....24
SECTION 8.3  Processing and Clearing Arrangements......................24
SECTION 8.4  Sponsorship...............................................28
SECTION 9.   SERVICE LEVELS AND AMENDMENTS.............................28
SECTION 9.1  Complaints................................................28
SECTION 9.2  Changes in Law, etc.......................................28
SECTION 9.3  Problem Notification......................................28
SECTION 9.4  Root-Cause Analysis and Resolution........................29
SECTION 10.  SERVICE LOCATIONS AND SECURITY............................29
SECTION 10.1 Rights of Access to NDPS Service Locations.......... .....29
SECTION 10.2 NDPS Service Locations....................................29
SECTION 10.3 Security Procedures.......................................29
SECTION 10.4 Unauthorized Access or Copying............................29
SECTION 10.5 Data Security.............................................30
SECTION 10.6 Rights of Access to Bank Service Locations................30
SECTION 10.7 Unauthorized Access or Copying............................31
SECTION 10.8 Co-operation with Special Investigations..................31
SECTION 11.  REPORTS AND DATA..........................................31
SECTION 11.1 NDPS Reports..............................................31
SECTION 11.2 Bank Reports..............................................32
SECTION 11.3 Ownership of the Bank Data................................32
SECTION 11.4 Access to the Bank Data...................................32
SECTION 11.5 Return of Bank Data.......................................32
SECTION 11.6 Privacy...................................................33
SECTION 11.7 Ownership of NDPS Data....................................33
SECTION 11.8 Access to NDPS Data.......................................33
SECTION 11.9 Return of NDPS Data.......................................33
SECTION 11.10 Data Mining..............................................34
SECTION 12.  BUSINESS RECOVERY.........................................34
SECTION 12.1 Business Recovery Plan....................................34
SECTION 12.2 Force Majeure.............................................34
SECTION 13.  AUDITS, REGULATORY EXAMINATIONS AND 
               COMPLIANCE..............................................35
SECTION 13.1 Audits and Inspections....................................35
SECTION 14.  TERM AND TERMINATION OF AGREEMENT.........................35
SECTION 14.1 Term of Agreement.........................................35
SECTION 14.2 Bank's Default............................................36
SECTION 14.3 NDPS' and/or GPI Canada's Default.........................36
SECTION 14.4 Termination Period........................................37
SECTION 14.5 Termination of Use of Bank Marks..........................37
SECTION 15.  DESIGNATION OF RESPONSIBLE PERSONNEL......................37
SECTION 15.1 Client Relations Representative...........................37
SECTION 16.  CHANGE OF CONTROL/ASSIGNMENT..............................38
SECTION 16.1 Change of Control/Assignment..............................38
SECTION 17.  MARKETING.................................................38
SECTION 17.1 Annual Marketing Plan.....................................38

                                     -66-


<PAGE>

SECTION 18.  CREDIT POLICY.........................................38
SECTION 18.1 Approval of Merchant Qualification Criteria...........38
SECTION 19.  TERMINALS.............................................38
SECTION 19.1 Inventory Levels......................................38
SECTION 20.  INDEMNIFICATION/LIMITATION OF LIABILITY AND 
               PROCEDURES FOR CLAIMS...............................39
SECTION 20.1 Indemnification.......................................39
SECTION 20.2 Limitation of Liability...............................40
SECTION 20.3 Recovery..............................................42
SECTION 20.4 Notice of Default.....................................42
SECTION 20.5 Notice of Litigation..................................42
SECTION 21.  REMEDIES..............................................42
SECTION 21.1 Remedies of the Bank..................................42
SECTION 21.2 Remedies of NDPS and/or GPI Canada....................43
SECTION 21.3 Non-Exclusive Remedies................................43
SECTION 21.4 Equitable Remedies....................................43
SECTION 22.  DISPUTE RESOLUTION....................................44
SECTION 22.1 Initial Dispute Resolution............................44
SECTION 22.2 Resolution by Committee...............................44
SECTION 22.3 Resolution by Joint Director Committee................44
SECTION 22.4 Arbitration...........................................44
SECTION 22.5 Arbitration Process...................................44
SECTION 23.  MISCELLANEOUS.........................................47
SECTION 23.1 Amendments, Etc.......................................47
SECTION 23.2 Notices...............................................47
SECTION 23.3 No Waiver; Remedies...................................48
SECTION 23.4 Third-Party Beneficiaries.............................48
SECTION 23.5 Assignment............................................49
SECTION 23.6 Governing Law, Attornment.............................49
SECTION 23.7 Entire Agreement......................................49
SECTION 23.8 Independent Contractor................................49
SECTION 23.9 Severability..........................................49
SECTION 23.10 Execution in Counterparts............................49
SECTION 23.11 Confidentiality......................................50
SECTION 23.12 Joint Announcement; Confidentiality..................50
SECTION 23.13 Waiver of Jury Trial.................................50
SECTION 23.14 Time of Essence......................................51











                                     -67-




                                                               Exhibit 4

      
                                                          CONFORMED COPY

                           INVESTOR RIGHTS AGREEMENT

     This Investor Rights Agreement (this "Agreement") is made as of March
20, 2001, (the "Effective Date") by and between Global Payments Inc., a
Georgia corporation (the "Company") and Canadian Imperial Bank of Commerce, a
bank governed by the Bank Act (Canada) as amended from time to time ("Bank").

     WHEREAS, National Data Payment Systems, Inc., a New York corporation
("NDPS") and Bank are parties to that certain Asset Purchase Agreement, dated
as of November 9, 2000 (the "Asset Purchase Agreement"), whereby, among other
matters, Bank agreed to sell, and NDPS agreed to purchase, the Assets Sold
(as such term is defined in the Asset Purchase Agreement);

     WHEREAS, the Company and Bank are parties to that certain Stock Purchase
Agreement, dated as of November 9, 2000 (the "Stock Purchase Agreement"),
whereby, among other matters, the Company agreed to sell and Bank agreed to
purchase, concurrently with the transactions contemplated by the Asset
Purchase Agreement, certain shares of common stock of the Company;

     WHEREAS, the Company has succeeded to all the business, assets and
liabilities of the eCommerce operations of National Data Corporation, a
Delaware corporation ("NDC"), pursuant to a Distribution
 Agreement, dated as
of January 31, 2001, between NDC and the Company (the "Distribution
Agreement");

     WHEREAS, pursuant to the Distribution Agreement, NDPS is a wholly owned
Subsidiary of the Company;

     WHEREAS, the Stock Purchase Agreement requires, as a condition to
closing, that the parties hereto enter into this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, the parties hereto agree as follows:

                                   SECTION 1
                                  DEFINITIONS

      1.1. Definitions.  Capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Asset Purchase
Agreement.  The following terms shall have the following meanings:

     "Acquisition Restrictions" means, collectively, the provisions of
Section 3.1.

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


<PAGE>

Person, provided, however, that solely for purposes of this Agreement,
neither the Company nor any of its Subsidiaries or Affiliates shall be deemed
to be a Subsidiary or Affiliate of Bank solely by virtue of Bank's ownership
of Shares or the election of directors nominated by it to the Board pursuant
to Section 5.1, in each case in accordance with the terms and conditions of,
and subject to the limitations and restrictions set forth in, this Agreement.

     "Beneficial Ownership" by a Person of any securities includes ownership
by any Person who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares with another Person
(i) voting power which includes the power to vote, or to direct the voting
of, such security; and/or (ii) investment power which includes the power to
dispose, or to direct the disposition of, such security; and shall otherwise
be interpreted in accordance with the term "beneficial ownership" as defined
in Rule 13d-3 adopted by the SEC under the Exchange Act; provided that for
purposes of determining Beneficial Ownership, a Person shall be deemed to be
the Beneficial Owner of any securities which may be acquired by such Person
(irrespective of whether the right to acquire such securities is exercisable
immediately or only after the passage of time, including the passage of time
in excess of 60 days, the satisfaction of any conditions, the occurrence of
any event or any combination of the foregoing) pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise.  For purposes of this
Agreement, a Person shall be deemed to Beneficially Own any securities
Beneficially Owned by its Subsidiaries or any Group of which such Person or
any such Subsidiary is or becomes a member.

     "Board" means the Board of Directors of the Company.

     "Common Stock" means shares of the common stock, without par value, of
the Company.

     "Demand Party" means (a) Bank or (b) any other Holder or Holders that
may become an assignee of Bank's rights hereunder in accordance with Section
4.8 hereof, provided that to constitute a Demand Party under clause (b), a
Holder or Holders must either individually or in the aggregate with all other
Holders with whom it is acting together to demand registration Beneficially
Own at least 25% of the total number of Registrable Securities outstanding at
the time of such demand.

     "Exchange Act" means the United States Securities Exchange Act of 1934,
as amended (or any successor statute).

     "Form S-3" means such form under the Securities Act as in effect on the
date hereof or any successor form under the Securities Act.



                                      -2-


<PAGE>

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

     "Group" shall have the meaning assigned to it in Section 13(d)(3) of the
Exchange Act.

     "Holder" means any Person, including Bank, owning or having the right to
acquire Registrable Securities, including any assignee thereof in accordance
with Section 4.8 hereof.

     "Marketing Alliance Agreement" means the marketing alliance agreement,
dated as of the date hereof, by and between Bank and NDPS, as the same may be
supplemented, modified or amended from time to time.

     "Permitted Third Party Transfer Date" means the date that is the earlier
of (a) six months after termination of the Marketing Alliance Agreement or
(b) three years after the date hereof.

     "Person" means a natural person, partnership, limited liability company,
corporation, joint stock company, trust, unincorporated association, joint
venture, Governmental Entity or any Group comprised of two or more of the
foregoing.

     "register," "registered," and "registration" refer to a registration
effected by preparing and filing a registration statement or similar document
in compliance with the Securities Act and the declaration or ordering of
effectiveness with respect to such registration statement or document.

     "Registrable Securities" means (i)  the Common Stock issued pursuant to
the Stock Purchase Agreement and with respect to which the restrictions on
transfer provided in Section 2.1 have lapsed as provided in Section 2.2 or
Section 2.3, (ii)  any other shares of Common Stock acquired after the date
of this Agreement by Bank or any of its Subsidiaries as permitted by the
terms hereof, and (iii)  any security of the Company issued as a dividend or
other distribution with respect to, or in exchange for or in replacement of,
the shares listed in clauses (i) and (ii); provided, however, that the
foregoing definition shall exclude in all cases any Registrable Securities
sold by a Person in a transaction in which its rights under this Agreement
are not assigned.  Notwithstanding the foregoing, securities shall cease to
be Registrable Securities when (i) such securities shall have been
distributed pursuant to Rule 144 (or any successor provision) under the
Securities Act, (ii)  a registration statement with respect to the sale of

                                      -3-


<PAGE>

such securities shall have become effective under the Securities Act and such
securities shall have been disposed of in accordance with the plan of
distribution set forth in such registration statement, (iii)  such securities
shall have been otherwise transferred, new certificates for them not bearing
a legend restricting further transfer shall have been delivered by the
Company, and subsequent disposition of them shall not require registration or
qualification of them under the Securities Act or any U.S. state securities
or blue sky law then in force or (iv) such securities shall have ceased to be
outstanding.

     "Regulatory Transfer Date" shall have the meaning set forth in Section
2.3.

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

     "Securities Act" means the United States Securities Act of 1933, as
amended, and the rules and regulations promulgated by the SEC from time to
time thereunder (or under any successor statute).

     "Shares" shall have the meaning set forth in Section 2.1.

     "Subsidiary" means, with respect to any Person, any corporation or other
organization, whether incorporated or unincorporated, (i) of which such
Person or any other Subsidiary of such Person is a general partner 
(excluding partnerships, the general partnership interests of which held by
such Person or any Subsidiary of such Person do not have a majority of the
voting interests in such partnership), or (ii) at least a majority of the
securities or other interests of which, having by their terms ordinary voting
power to elect a majority of the board of directors or others performing
similar functions with respect to such corporation or other organization, is
directly or indirectly owned or controlled by such Person or by any one or
more of its Subsidiaries, or by such Person and one or more of its
Subsidiaries.

     "Third Party" means a Person who is not an Affiliate of Bank or any of
its Affiliates and includes any Group, other than a Group that includes Bank
or any of its Affiliates as a member.

     "Transfer" shall have the meaning set forth in Section 2.1.

     "Voting Securities" means at any time (i)  shares of any class of
capital stock or other securities of the Company which are then entitled to
vote generally in the election of Directors and not solely upon the
occurrence and during the continuation of certain specified events, and (ii) 
securities of the Company convertible into, or exchangeable or exercisable
for, such Voting Securities, and options, warrants or other rights to acquire


                                      -4-


<PAGE>

such Voting Securities (regardless of whether such securities, options,
warrants or other rights are then exercisable or convertible).

                                   SECTION 2
                       RESTRICTION ON TRANSFER OF SHARES

     2.1. General.  During the period commencing on the date hereof and
ending on the Permitted Third Party Transfer Date, Bank agrees that, except
as set forth in Section 2.2 and except as the Company may otherwise agree in
writing, it shall not, except with the prior written consent of the Company,
(i)  transfer, sell, donate, pledge or otherwise dispose of ("Transfer"), or
consent to any Transfer of, any or all of the shares of Common Stock issued
to it pursuant to the Stock Purchase Agreement and any other shares of Common
Stock or other securities of the Company issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is
issued as) a dividend or other distribution with respect to, or in exchange
for or in replacement of, such shares (the "Shares") or any interest therein;
(ii)  enter into any contract, option or other agreement or understanding
with respect to any Transfer of any or all of such Shares or any interest
therein; (iii)  grant any proxy, power of attorney or other authorization in
or with respect to any or all of such Shares, or (iv)  deposit any or all of
such Shares into a voting trust or enter into a voting agreement or
arrangement with respect to any or all of such Shares; provided that a
merger, consolidation or amalgamation in which Bank or any of its
Subsidiaries is a constituent corporation shall not be deemed to be a
Transfer of any Shares Beneficially Owned by such Person if the successor or
surviving Person of such merger, consolidation or amalgamation, if not Bank
or such Subsidiary, expressly assumes all obligations of Bank or such
Subsidiary, as the case may be, under this Agreement; and, provided, further,
that nothing in this Section 2.1 shall be construed to limit the brokerage,
trading, market making, investment management, fiduciary or other banking
activities of Bank or its Affiliates in the ordinary course for their own
accounts or the accounts of customers as long as such activities are not
conducted for the purpose of seeking to control or influence the management,
the Board or the policies of the Company.

     2.2. Permitted Transfers.  Notwithstanding any provision in Section 2.1
to the contrary: 

     (a)  Bank and its Subsidiaries may at any time Transfer Shares to any
other Subsidiary of Bank which agrees in writing with the Company to be bound
by this Agreement as fully as if it were an initial signatory hereto; and 

     (b)  during the period beginning on the second anniversary of the date
hereof and ending on the Permitted Third Party Transfer Date, Bank may
Transfer Shares:


                                      -5-


<PAGE>

          (i)  pursuant to the restrictions of Rule 144 under the Securities
     Act applicable to sales of securities by Affiliates of an issuer
     (regardless of whether Bank or its Subsidiaries is deemed at such time
     to be an Affiliate of the Company); or

          (ii) pursuant to a tender or exchange offer by a Third Party for
     all outstanding Common Stock that is not rejected by the Board within
     the time period prescribed by the Exchange Act and the rules and
     regulations promulgated by the SEC thereunder.

     2.3. Regulatory Matters.  Notwithstanding any provision herein to the
contrary, this Section 2 shall not restrict Bank from Transferring any Shares
if required to do so by any order or direction made by the Minister of
Finance (Canada) or the Superintendent of Financial Institutions appointed
under the Bank Act (Canada) or the United States Federal Reserve Board (the
date on which any such order or direction is first issued, the "Regulatory
Transfer Date"); provided that unless specifically ordered otherwise by the
Minister of Finance (Canada), the Superintendent of Financial Institutions
appointed under the Bank Act (Canada) or the U.S. Federal Reserve Board, Bank
shall use its Commercially Reasonable Efforts to dispose of its Registrable
Securities in a manner that, to the extent practicable under the
circumstances, does not unreasonably disrupt the public trading market for
the Common Stock.

                                   SECTION 3
                             STANDSTILL AGREEMENT

     3.1. General.  Until the earlier of (A) the fifth anniversary of the
date hereof or (B) six months after termination of the Marketing Alliance
Agreement (the "Standstill Period"), Bank agrees that, unless specifically
authorized in writing by the majority of the Board (excluding any director
who is an employee, officer or director of Bank or an Affiliate of Bank or a
nominee of any of them), it will not, either directly or indirectly through a
representative or otherwise;

     (a)  effect or seek, offer or propose (whether publicly or otherwise) to
effect, or assist any other Person to effect or seek, offer or propose
(whether publicly or otherwise) to effect (i) any acquisition of any Voting
Securities (or Beneficial Ownership thereof) or a substantial portion of the
assets of the Company or any of its Subsidiaries; provided that Bank and its
Subsidiaries may acquire Beneficial Ownership of additional Voting Securities
as long as Bank does not Beneficially Own, following any such acquisition,
more than 29.9% of the aggregate outstanding shares of Common Stock; (ii) any
tender or exchange offer or merger or other business combination involving
the Company or any of its Subsidiaries; (iii) any recapitalization,
restructuring, liquidation, dissolution or other extraordinary transaction
with respect to the Company or any of its Subsidiaries; or (iv) any

                                      -6-


<PAGE>

"solicitation" of "proxies," as such terms are used in the proxy rules of the
Exchange Act, or consents to vote any Voting Securities of the Company,

     (b)  form, join or in any way participate in a Group with respect to any
Voting Securities of the Company, including, without limitation, for the
purpose of acquiring, holding, voting or disposing of Voting Securities,

     (c)  except by reason of any employee, officer or director of Bank or an
Affiliate of Bank serving on the Board, otherwise act, alone or in concert
with others, to seek to control or influence the management, the Board or the
policies of the Company; 

     (d)  take any action which might require the Company under applicable
law to make a public announcement regarding any of the types of matters set
forth in (a) above, 

     (e)  enter into any arrangements or agreements with any Third Party with
respect to any of the foregoing, or 

     (f)  request the Company (or its directors, officers, employees or
agents), directly or indirectly, to amend or waive any of the foregoing or
this sentence.  

     Nothing in this Section shall operate to limit the brokerage,
trading, market making, investment management, fiduciary or other banking
activities of Bank or its Affiliates in the ordinary course for their own
accounts or the accounts of customers as long as such activities are not
conducted for the purpose of seeking to control or influence the management,
the Board or the policies of the Company.  

     3.2. Acquisition Pursuant to Tender or Exchange Offer.  Notwithstanding
the Acquisition Restrictions set forth in Section 3.1, Bank may acquire
Beneficial Ownership of additional shares of Common Stock by means of a
tender or exchange offer for all outstanding shares of Common Stock in the
event that either (a)  a Third Party commences a bona fide tender or exchange
offer that would result in such Third Party acquiring Beneficial Ownership of
more than 40% of the outstanding Common Stock and the Board does not both (i) 
 recommend against the tender or exchange offer within the time period
prescribed by the Exchange Act and the rules and regulations promulgated by
the SEC thereunder and (ii)   maintain its Shareholder Protection Rights
Agreement (or adopt a shareholders' rights plan of such type if the Company
does not then have one in effect) which does not contain an exception from
the definition of "Acquiring Person", "Flip-Over Transaction or Event" or
similar terms for such Third Party or its Affiliates or (b)  a Third Party
acquires Beneficial Ownership of 35% or more of the outstanding Common Stock. 
In addition, (i) the other Acquisition Restrictions set forth in Section 3.1
shall cease to apply to the extent necessary to enable Bank to commence and

                                      -7-


<PAGE>

consummate the tender or exchange offer referred to above, and (ii) the
Company shall make any amendments to its shareholder rights plan and take
such other actions as Bank may reasonably request in order to permit the
commencement and consummation of Bank's tender or exchange offer on the terms
proposed.  If (x) the foregoing tender or exchange offer referred to in
clause (a) shall have been terminated or (y) the Third Party referred to in
clause (b) shall have reduced its Beneficial Ownership below 35% of the
outstanding Common Stock, in each case without Bank having made a bona fide
tender or exchange offer, then the Acquisition Restrictions shall be
reinstated.

                                   SECTION 4
                              REGISTRATION RIGHTS

     4.1. Piggyback Registration.

     (a)  If at any time after the earlier of (i) the Permitted Third Party
Transfer Date or (ii) the Regulatory Transfer Date, during which Registrable
Securities are outstanding the Company proposes to register any of its
securities under the Securities Act in connection with the public offering of
such securities for the account of either the Company or any of its
Affiliates solely for cash (other than a registration relating solely to the
sale of securities to participants in a Company stock plan, an offering or
sale of securities pursuant to a Form S-4 (or successor form) registration
statement or a registration in which the only stock being registered is
Common Stock issuable upon conversion of debt securities which are also being
registered), the Company shall, at such time, promptly give each Holder
written notice of such registration and of such Holder's rights under this
Section 4.1.  Upon the written request of each Holder given within 30 days
after receipt of such notice from the Company, the Company shall, subject to
the provisions of Section 4.1(c), cause to be registered under the Securities
Act all Registrable Securities that each such Holder has requested to be
registered; provided that if at any time after giving written notice of its
intention to register any securities and prior to the effective date of the
registration statement filed in connection with such registration, the
Company shall determine for any reason not to proceed with the proposed
registration of the securities to be sold by it, the Company may, at its
election, give written notice of such determination to each Holder of
Registrable Securities and, thereupon, shall be relieved of its obligation to
register any Registrable Securities in connection with such registration (but
not from its obligation to pay the expenses of registration in connection
therewith as provided in Section 4.5).

     (b)  Each Holder shall be permitted to withdraw all or part of such
Holder's Registrable Securities from a registration pursuant to this Section
4.1 by giving notice of such withdrawal in writing at any time prior to the


                                      -8-


<PAGE>

effective date of the registration statement filed in connection with such
registration.  

     (c)  In connection with any offering involving an underwriting of Common
Stock, (i) the Company shall not be required under Section 4.1 to include any
Holder's securities in such underwriting unless such Holder accepts the terms
of the underwriting as agreed upon between the Company and the underwriters
selected by it (or other Persons entitled to select the underwriters), and
(ii) if the managing underwriter for such offering advises the Company and
the Holders electing to participate in such offering in writing that, in its
opinion, the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without
being reasonably likely to have an adverse effect on the price or timing of
such offering as contemplated by the Company, then the Company will include
in such registration, (A) first, 100% of the securities the Company proposes
to sell for its own account, (B) second, to the extent of the number of
Registrable Securities requested to be included in such registration, that
number of Registrable Securities which, in the opinion of such managing
underwriter, can be sold without having the adverse effect referred to above,
such amount to be allocated pro rata among all the requesting Holders on the
basis of the relative number of Registrable Securities then held by each such
Holder (provided that any amount thereby allocated to any such Holder that
exceeds such Holder's request will be reallocated among the remaining
requesting Holders in like manner), and (C) third, any securities requested
to be included in such registration by any other Person.  For purposes of the
preceding sentence concerning apportionment, for any selling shareholder
which is a Holder of Registrable Securities and which is a partnership or
corporation, the partners, retired partners and shareholders of such holder,
or the estates and family members of any such partners and retired partners
and any trusts for the benefit of any of the foregoing Persons shall be
deemed to be a single "selling shareholder" and any pro rata reduction with
respect to such "selling shareholder" shall be based upon the aggregate
amount of shares carrying registration rights owned by all entities and
individuals included in such "selling shareholder," as defined in this
sentence.

     4.2. Demand Registration.  

     (a)  If, at any time after the earlier of (1) the Permitted Third Party
Transfer Date or (2) the Regulatory Transfer Date, the Company shall receive
from a Demand Party a written request that the Company effect a registration
of and any related qualification or compliance with respect to all or a part
of the Registrable Securities owned by such Demand Party, the Company will:  

     (i)  promptly give written notice of the proposed registration, and any
          related qualification or compliance, to all other Holders; and


                                      -9-


<PAGE>

     (ii) as soon as practicable, effect such registration and all such
          qualifications and compliances as may be so requested and as would
          permit or facilitate the sale and distribution of all or such
          portion of such Holder's or Holders' Registrable Securities as are
          specified in such request, together with all or such portion of the
          Registrable Securities of any other Holder or Holders joining in
          such request as are specified in a written request given within 15
          days after receipt of such written notice from the Company;
          provided, however, that the Company shall not be obligated to
          effect any such registration, qualification or compliance pursuant
          to this Section 4.2 if:  (A)  the Holders, together with the
          holders of any other securities of the Company entitled to
          inclusion in such registration, propose to sell Registrable
          Securities and such other securities (if any) at an aggregate price
          to the public (net of any underwriters' discounts or commissions)
          of less than $5,000,000;(B) the Company has already effected one
          registration in any 12-month period on Form S-1 or three
          registrations in any 12-month period on Form S-3 for the Holders
          pursuant to this Section 4.2 that have been declared or ordered
          effective and that have remained effective for the period specified
          in Section 4.3(a); (C) the Company shall furnish to such Holders a
          certificate signed by the President or Chief Executive Officer of
          the Company stating that in the reasonable good faith judgment of
          the Board, such registration, qualification or compliance would
          materially and adversely affect any pending or proposed
          acquisition, merger, financing or other material corporate event or
          transaction or negotiations with respect thereto, and as a result
          would be seriously detrimental to the Company and its shareholders
          for such registration statement to be filed and it is therefore
          essential to defer the filing of such registration statement, in
          which event the Company shall have the right to defer such filing
          for a period of not more than 90 days after receipt of the request
          of the Holder or Holders under this Section 4.2; provided, however,
          that the Company may not utilize this right more than once in any
          12-month period or (D) all Holders Beneficially Own less than one
          percent of the outstanding shares of Common Stock (assuming
          conversion of all securities of the Company that are convertible,
          exchangeable or exercisable into Common Stock). 

     (b)  Promptly upon receipt of any request for a demand registration
pursuant to paragraph (a) above (but in no event more than five business days
thereafter), the Company shall send written notice of any such request to all
other Holders in accordance with Section 6.8, and the Company shall include
in such registration all Registrable Securities of any Holder with respect to
which the Company has received written request for inclusion therein within
15 days after such notice has been given.  All requests made pursuant to this
Section 4.2(b) shall specify the kind and aggregate amount of Registrable

                                     -10-


<PAGE>

Securities to be registered and the intended method of distribution of such
securities.

     (c)  Subject to the foregoing, the Company shall file a registration
statement covering the Registrable Securities and other securities so
requested to be registered as soon as practicable after receipt of the
request or requests of the Holders (but in no event  more than 60 days
thereafter).  Registrations effected pursuant to Section 4.1 shall not be
counted as registrations effected pursuant to this Section 4.2.  A
registration requested pursuant to this Section 4.2 will not be deemed to
have been effected unless it has become effective and (i) all the Registrable
Securities registered thereunder have been sold or (ii) the registration
remains effective for 120 days after it has been declared effective by the
SEC; provided that if, within 120 days after it has become effective, the
offering of Registrable Securities pursuant to such registration is (A)
interfered with by any stop order, injunction or other order or requirement
of the SEC or other Governmental Entity, or (B) the conditions to closing
specified in the underwriting agreement or similar agreement, if any, entered
into in connection with the sale of Registrable Securities pursuant to such
registration are not satisfied and the closing does not occur by reason of a
wrongful act, misrepresentation or breach by the Company, such registration
will be deemed not to have been effected.

     (d)  If a requested registration pursuant to this Section 4.2 involves
an underwritten offering and the managing underwriter advises the Company in
writing that, in its opinion, the number of securities requested to be
included in such registration (including securities of the Company which are
not Registrable Securities) exceeds the number which can be sold in such
offering without being reasonably likely to have an adverse effect on the
price or timing of such offering of the securities to be registered, then the
Company will include in such registration only the Registrable Securities
requested by the Holders to be included in such registration.  In the event
that the number of Registrable Securities requested by the Holders to be
included in such registration exceeds the number which, in the opinion of
such managing underwriter, can be sold without having the adverse effect
referred to above, the number of such Registrable Securities to be included
in such registration shall be allocated pro rata among all the requesting
Holders on the basis of the relative number of Registrable Securities then
held by each such Holder (provided that any amount thereby allocated to any
such Holder that exceeds such Holder's request will be reallocated among the
remaining requesting Holders in like manner).  In the event that the number
of Registrable Securities requested to be included in such registration is
less than the number which, in the opinion of the managing underwriter, can
be sold without having the adverse effect referred to above, the Company may
include in such registration the securities the Company or other
securityholders of the Company propose to sell up to the number of securities


                                     -11-


<PAGE>

that, in the opinion of the underwriter, can be sold without having the
adverse effect referred to above.

     4.3. Obligations of the Company.  Whenever required under this Section 4
to effect the registration of any Registrable Securities, the Company shall,
as expeditiously as reasonably possible:

     (a)  prepare and file with the SEC within the applicable time period
specified  by this Agreement a registration statement with respect to such
Registrable Securities and use its Commercially Reasonable Efforts to cause
such registration statement to become effective, and, upon the request of the
Holders of a majority of the Registrable Securities registered thereunder,
keep such registration statement effective for up to 120 days or such shorter
period as is provided herein; 

     (b)  prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of
the Securities Act and the Exchange Act with respect to the disposition of
all securities covered by such registration statement for up to 120 days;
provided that before filing a registration statement or prospectus, or any
amendments or supplements thereto, the Company will furnish to counsel
selected pursuant to Section 4.5 hereof copies of all documents proposed to
be filed, which documents will be subject to the review of such counsel, such
counsel to provide comments to the Company no later than five days after
receipt of such documents;

     (c)  furnish to each seller of Registrable Securities registered thereby
such numbers of copies of a prospectus, including a preliminary prospectus
and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them;

     (d)  use its Commercially Reasonable Efforts to register and qualify the
securities covered by such registration statement under such other securities
or blue sky laws of such jurisdictions as shall be reasonably requested by
the sellers of the Registrable Securities registered thereby and perform any
and all other acts and things which may be reasonably necessary or advisable
to enable each such seller to consummate the disposition in such
jurisdictions of the Registrable Securities owned by such seller; provided,
however, that the Company shall not be required in connection therewith or as
a condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions in which it is not
then so qualified or subject;

     (e)  enter into such customary agreements (including an underwriting
agreement in customary form), which may include indemnification provisions in
favor of underwriters and other Persons in addition to or in substitution for

                                     -12-


<PAGE>

the provisions of Section 4.7 hereof, and take such other actions as the
sellers of a majority of such Registrable Securities or the underwriters, if
any, reasonably request in order to expedite or facilitate the disposition of
such Registrable Securities;

     (f)  use its Commercially Reasonable Efforts to cause such Registrable
Securities covered by such registration statement to be registered with or
approved by such other Governmental Entities as may be necessary to enable
the seller or sellers thereof to consummate the disposition of such
Registrable Securities;

     (g)  as promptly as practicable notify each seller of Registrable
Securities covered by such registration statement at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act of the happening of any event as a result of which the prospectus
included in such registration statement, as then amended or supplemented,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, or if
for any other reason it shall be necessary during such time period to amend
or supplement the registration statement or prospectus in order to comply
with the Securities Act or other applicable law and, at the request of any
such seller, prepare and furnish to such seller a reasonable number of copies
of an amended or supplemental prospectus as may be necessary so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading in the light of the circumstances then
existing and shall otherwise comply with the Securities Act and other
applicable laws;

     (h)  otherwise use its Commercially Reasonable Efforts to comply with
all applicable rules and regulations of the SEC, and make available to its
security holders, as soon as reasonably practicable (but not more than 18
months) after the effective date of the registration statement, an earnings
statement which shall satisfy the provisions of Section 11(a) of the
Securities Act and the rules and regulations promulgated thereunder;

     (i)  use its Commercially Reasonable Efforts to obtain a "cold comfort"
letter or letters from the Company's independent public accountants in
customary form and covering matters of the type customarily covered by "cold
comfort" letters as the sellers of a majority of such Registrable Securities
shall reasonably request and an opinion of the counsel representing the
Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering,
addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Securities;

                                     -13-


<PAGE>

     (j)  make available for inspection at reasonable times and upon
reasonable notice by any seller of such Registrable Securities covered by
such registration statement, by any underwriter participating in any
disposition to be effected pursuant to such registration statement and by any
attorney, accountant or other agent retained by any such seller or any such
underwriter, all pertinent financial and other records, pertinent corporate
documents and properties of the Company, and cause all of the Company's
officers, directors and employees to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement as is customarily made available
in connection with a "due diligence" investigation for an underwritten
secondary offering;

     (k)  notify counsel for the Holders of Registrable Securities included
in such registration statement and the managing underwriter or agent, if any,
as promptly as practicable, and confirm the notice in writing (i)  when the
registration statement, or any post-effective amendment to the registration
statement, shall have become effective, when the prospectus or any amendment
or supplement to the prospectus shall have been filed, (ii)  of the receipt
of any comments from the SEC, or of any request of the SEC to amend the
registration statement or amend or supplement the prospectus or for
additional information (and to furnish such Holders with a copy thereof), and
(iii)  of the issuance by the SEC of any stop order suspending the
effectiveness of the registration statement or of any order preventing or
suspending the use of any preliminary prospectus, or of the suspension of the
qualification of the registration statement for offering or sale in any
jurisdiction, or of the institution or threatening of any actions, suits or
proceedings for any of such purposes;

     (l)  use its Commercially Reasonable Efforts to prevent the issuance of
any stop order suspending the effectiveness of the registration statement or
of any order preventing or suspending the use of any preliminary  or final
prospectus or suspending any qualification of the Registrable Securities for
sale in any jurisdiction and, if any such order is issued, to obtain the
withdrawal of any such order at the earliest possible moment;

     (m)  if requested by the managing underwriter or agent or any Holder of
Registrable Securities covered by the registration statement, promptly
incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriter or agent or such Holder reasonably
requests to be included therein, including the number of Registrable
Securities being sold by such Holder to such underwriter or agent, the
purchase price being paid therefor by such underwriter or agent and any other
terms of the underwritten offering of the Registrable Securities to be sold
in such offering; and make all required filings of such prospectus supplement
or post-effective amendment as soon as practicable after being notified of


                                     -14-


<PAGE>

the matters incorporated in such prospectus supplement or post-effective
amendment;

     (n)  cooperate with the Holders of Registrable Securities covered by the
registration statement and the managing underwriter or agent, if any, to
facilitate the timely preparation and delivery of certificates (not bearing
any restrictive legends) representing securities to be sold under the
registration statement, and enable such securities to be in such
denominations and registered in such names as the managing underwriter or
agent, if any, or such Holders may request at least two Business Days prior
to the settlement date of any sale of Registrable Securities;

     (o)  cooperate with each seller of Registrable Securities and each
underwriter or agent participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings
required to be made with the New York Stock Exchange or such other exchanges
on which the Registrable Securities are then listed; and

     (p)  provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of
such registration.

     4.4. Furnish Information.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 4 with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be reasonably required to effect the registration of
such Holder's Registrable Securities.  Other than with respect to any
registration request made by Bank, the Company shall have no obligation with
respect to any registration requested pursuant to Section 4.2 hereof if, as a
result of the application of the preceding sentence, the anticipated
aggregate offering price of the Registrable Securities to be included in the
registration does not equal or exceed the number of shares or the anticipated
aggregate offering price required to originally trigger the Company's
obligation to initiate such registration as specified in Section
4.2(a)(ii)(A).

     4.5. Expenses of Registration.  All expenses (other than underwriting
discounts and brokers' commissions incurred in connection with registrations,
filings or qualifications of Registrable Securities pursuant to Section 4.1
and Section 4.2 for each Holder), including (without limitation) all
registration, filing, listing and qualification fees, all fees and expenses
of complying with securities or blue sky laws (including fees and expenses of
counsel in connection with any registration or offering), printers' and
accounting fees (including the fees and expenses for a "comfort" letter in

                                     -15-


<PAGE>

connection with an offering of Registrable Securities), fees and
disbursements of counsel for the Company and the reasonable fees and
disbursements of one counsel for the selling Holders selected by them, shall
be borne by the Company.  The Holders shall be responsible for all
underwriting discounts and brokers' commissions applicable to the Registrable
Securities registered for their account pursuant to Sections 4.1 and 4.2.

     4.6. Delay of Registration.  No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 4.

     4.7. Indemnification.  

     (a)  Indemnification by the Company.  In the event of any registration
of any securities of the Company under the Securities Act pursuant to Section
4.1 or 4.2, the Company shall indemnify and hold harmless, to the fullest
extent permitted by law, each seller of any Registrable Securities covered by
such registration statement, each Affiliate of such seller and their
respective directors and officers or general and limited partners (including
any director, officer, affiliate, employee, agent and controlling Person of
any of the foregoing), each other Person who participates as an underwriter
in the offering or sale of such securities and each other Person, if any, who
controls such seller or any such underwriter within the meaning of the
Securities Act (collectively, the "Indemnified Parties"), against any and all
losses, claims, damages or liabilities, joint or several, and expenses
(including reasonable attorney's fees and reasonable expenses of
investigation) to which such Indemnified Party may become subject under the
Securities Act, common law or otherwise, insofar as such losses, claims,
damages or liabilities (or actions or proceedings in respect thereof, whether
or not such Indemnified Party is a party thereto) arise out of or are based
upon (a) any untrue statement or alleged untrue statement of any material
fact contained in any registration statement under which such securities were
registered under the Securities Act, any preliminary, final or summary
prospectus contained therein, or any amendment or supplement thereto, or (b)
any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein (in the case of
a prospectus, in light of the circumstances under which they were made) not
misleading, and the Company will reimburse such Indemnified Party for any
legal and any other expenses reasonably incurred by it in connection with
investigating or defending against any such loss, claim, damage, liability,
action or proceeding, as such expenses are incurred; provided that the
Company shall not be liable to any Indemnified Party in any such case to the
extent that any such loss, claim, damage, liability (or action or proceeding
in respect thereof) or expense arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement or amendment or supplement thereto or in any such

                                     -16-


<PAGE>

preliminary, final or summary prospectus in reliance upon and in conformity
with written information furnished to the Company through an instrument duly
executed by such seller specifically stating that it is for use in the
preparation thereof; provided, further, that the Company shall not be liable
to any Indemnified Party in any such case to the extent that any such loss,
claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement
or amendment or supplement thereto or in any such preliminary, final or
summary prospectus which was corrected (and filed with the SEC, to the extent
applicable) prior to the sale of Registrable Securities by an Indemnified
Party to a Person as to whom it was established that there was not sent or
given, at or prior to the written confirmation or other consummation of such
sale, a copy of the corrected registration statement, amendment, supplement
or prospectus, provided that the Company complied fully and on a timely basis
with all of its obligations under Section 4.3(g) prior to the time of such
confirmation or other consummation of sale.  Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
such seller or any Indemnified Party and shall survive the transfer of such
securities by such seller.

     (b)  Indemnification by the Seller.  The Company may require, as a
condition to including any Registrable Securities in any registration
statement filed in accordance with Section 4.3, that the Company shall have
received an undertaking reasonably satisfactory to it from each prospective
seller of such Registrable Securities or any underwriter therefor to
indemnify and hold harmless (in the same manner and to the same extent as set
forth in paragraph (a) of this Section 4.7), severally and not jointly, the
Company, each of its directors, each of its officers who has signed the
registration statement or each Person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act with respect to
any untrue statement or alleged untrue statement in or omission or alleged
omission from such registration statement, any preliminary, final or summary
prospectus contained therein, or any amendment or supplement thereto, if such
untrue statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by such seller
or underwriter specifically stating that it is for use in the preparation of
such registration statement, preliminary, final or summary prospectus or
amendment or supplement.  Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Company,
its directors, its officers who have signed the registration statement and
any such controlling Person, and shall survive the transfer of such
securities by such seller.  In no event shall the liability of any selling
Holder of Registrable Securities hereunder be greater in amount than the
dollar amount of the proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation.  

                                     -17-


<PAGE>

     (c)  Notices of Claims, Etc.  Promptly after receipt by an Indemnified
Party hereunder of written notice of the commencement of any action or
proceeding with respect to which a claim for indemnification may be made
pursuant to this Section 4.7, such Indemnified Party will, if a claim in
respect thereof is to be made against an indemnifying party, give written
notice to the latter of the commencement of such action; provided that the
failure of the Indemnified Party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under the preceding
paragraphs of this Section 4.7, except to the extent that the indemnifying
party is actually and materially prejudiced by such failure to give notice. 
In case any such action is brought against an Indemnified Party, unless in
such Indemnified Party's reasonable judgment a conflict of interest between
such Indemnified Party and indemnifying parties may exist in respect of such
claim, the indemnifying party will be entitled to participate in and to
assume the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, with counsel reasonably
satisfactory to such Indemnified Party, and after notice from the
indemnifying party to such Indemnified Party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such
Indemnified Party for any legal or other expenses subsequently incurred by
the latter in connection with the defense thereof other than reasonable costs
of investigation.  If, in the reasonable judgment of the counsel to the
Indemnified Party, having common counsel with an indemnifying party could
result in a conflict of interest because of different or additional defenses
that may be available to the Indemnified Party, then such Indemnified Party
may employ at the indemnifying party's expense separate counsel to represent
or defend such Indemnified Party in such action, it being understood,
however, that the indemnifying party shall not be liable for the reasonable
fees and expenses of more than one separate firm of attorneys at any time for
all such Indemnified Parties (in addition to local counsel) in such action or
group of related actions arising out of the some facts or circumstances. 
Without the prior consent of the Indemnified Party, no indemnifying party
will consent to entry of any judgment or enter into any settlement which does
not include, as an unconditional term thereof, the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability with
respect to such claim or litigation or that imposes any material obligations
on the Indemnified Party (other than financial obligations for which the
Indemnified Party will be fully indemnified hereunder).

     (d)  Contribution.  

     (i)  If the indemnification provided for in this Section 4.7 from the
indemnifying party is unavailable to an Indemnified Party hereunder in
respect of any losses, claims, damages, liabilities or expenses referred to
herein, then the indemnifying party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such losses, claims, damages, liabilities or expenses in

                                     -18-


<PAGE>

such proportion as is appropriate to reflect the relative fault of the
indemnifying party and Indemnified Party in connection with the actions which
resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations.  The relative fault of such
indemnifying party and Indemnified Party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact which
gave rise to such action or liability, has been made by, or relates to
information supplied by, such indemnifying party or Indemnified Party, and
the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such action.  The amount paid or payable by
a party under this Section 4.7(d) as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such party in
connection with any investigation or proceeding.

     (ii) The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 4.7(d) were determined by pro rata
allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph.  Notwithstanding anything in this Section 4.7 to the contrary, no
indemnifying party (other than the Company) shall be required pursuant to
this Section 4.7 to contribute any amount in excess of the gross proceeds
received by such indemnifying party from the sale of Registrable Securities
in the offering to which the losses, claims, damages or liabilities of the
Indemnified Parties relate.  No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent
misrepresentation.

     (e)  Non-Exclusivity.  Indemnification pursuant to this Section 4.7
shall be a non-exclusive remedy, and the obligations of the parties under
this Section 4.7 shall be in addition to any liability which any party may
otherwise have to any other party.

     (f)  Survival of Obligations.  The obligations of the Company and the
Holders under this Section 4.7 shall survive the completion of any offering
of Registrable Securities in a registration statement under this Section 4
and shall survive the termination of this Agreement.

     4.8. Assignment of Registration Rights.  The rights to cause the Company
to register Registrable Securities pursuant to this Section 4 may be assigned
(but only with all related obligations) by a Holder to (i)  any Affiliate of
such Holder or (ii)  a transferee or assignee of such Holder's Registrable
Securities representing at least 5% of the then-outstanding Registrable
Securities, provided the Company is, within a reasonable time after such
transfer, furnished with written notice of the name and address of such

                                     -19-


<PAGE>

transferee or assignee and the securities with respect to which such
registration rights are being assigned and such transferee or assignee
becomes a party to this Agreement.  For the purposes of determining the
number of shares of Registrable Securities held by a transferee or assignee,
the holdings of transferees and assignees of a business entity who are
affiliates, retired affiliates of such entity (including spouses and
ancestors, lineal descendants and siblings of such affiliates or affiliates
who acquire Registrable Securities by gift, will or intestate succession)
shall be aggregated together with the business entity; provided that all
assignees and transferees who would not qualify individually for assignment
of registration rights shall have a single attorney-in-fact for the purpose
of exercising any rights, receiving notices or taking any action under
Section 4.

     4.9. Reports under Exchange Act.  With a view to making available to the
Holders the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the SEC that may at any time permit a Holder to
sell securities of the Company to the public pursuant to a registration on
Form S-3 or without registration, the Company agrees to:

     (a)  file the reports required to be filed by it under the Securities
Act and the Exchange Act and the rules and regulations adopted by the SEC
thereunder (or, if the Company is not required to file such reports, it will,
upon the request of any Holder, make publicly available such information as
is specified in Section (c)(2) of Rule 144), all to the extent required from
time to time to enable such Holder to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or (ii) any similar rule or regulation hereafter
adopted by the SEC;

     (b)  take such action as may be necessary from time to time to enable
the Holders to utilize Form S-3 (or any successor form that provides for
short-form registration) for the sale of their Registrable Securities, such
action to be taken as soon as practicable after the Effective Date; and

     (c)  furnish to any Holder, so long as accurate and so long as the
Holder owns any Registrable Securities, forthwith upon request (i) a written
statement by the Company that it has complied with the reporting requirements
of SEC Rule 144 (at any time after 90 days after the Effective Date), the
Securities Act and the Exchange Act, or that it qualifies as a registrant
whose securities may be resold pursuant to Form S-3 (or any successor form
that provides for short-form registration) (at any time after it so
qualifies), (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and
(iii) such other information as may be reasonably requested in availing any


                                     -20-


<PAGE>

Holder of any rule or regulation of the SEC which permits the selling of any
such securities without registration or pursuant to such form.

     4.10.     "Market Stand-Off" Agreement.  

     (a)  Each Holder hereby agrees with respect to the first two registered
primary offerings of Common Stock effected by the Company for its own account
after the Effective Date that, during the period of duration (up to, but not
exceeding, 120 days, it being understood that the Company will request that
such managing underwriter consider in good faith whether to permit a lesser
period of time) specified by the managing underwriter for such offering
following the effective date of the applicable registration statement of the
Company filed under the Securities Act, it shall not, to the extent requested
by the Company and such managing underwriter, directly or indirectly, effect
or agree to effect any public sale or distribution, including any short sale,
of shares of Common Stock (or any securities convertible into or expressible
for shares of Common Stock), other than as part of such underwritten public
offering; provided, however, that all officers and directors of the Company
and all other Persons with registration rights (whether or not pursuant to
this Agreement) enter into similar agreements. 

     (b)  In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of each
Holder (and the shares or securities of every other Person subject to the
foregoing restrictions) until the end of such period, and each Holder agrees
that, if so requested, such Holder will execute an agreement in the form
provided by the underwriter containing terms that are substantially
consistent with the provisions of this Section 4.10.

     4.11.     Other Registration Rights.  Except with respect to shares of
Common Stock issued in connection with acquisitions by the Company that,
individually or in the aggregate, do not exceed $20 million in aggregate
consideration, if the Company at any time grants to any other holders of its
securities any rights to request the Company to effect the registration under
the Securities Act of any such securities on terms more favorable to such
holders than the terms set forth in this Agreement, the terms of this
Agreement shall be deemed amended or supplemented to the extent necessary to
provide the Holders such more favorable rights and benefits and the Company
shall promptly give notice to the Holders specifying such amendments or
supplements.

                                   SECTION 5
                             CORPORATE GOVERNANCE

     5.1. Board of Directors.  Bank and the Company hereby agree as follows:



                                     -21-


<PAGE>

     (a)  Bank shall be entitled to nominate two directors to the Board.  The
first such director will be appointed to the class of directors whose term
expires in 2002 and the second such director will be appointed to the class
of directors whose term expires in 2003.  At the expiration of their
respective initial terms in office, the Company shall nominate each of such
Bank-nominated directors for reelection with his or her class for reelection
to a full three-year term (respectively, the "Full Term").  The Company
hereby agrees that, at and in connection with each annual or special meeting
of shareholders of the Company at which directors of the Company are to be
elected occurring prior to the completion of the applicable Full Term, the
Company, the Board and the nominating committee thereof will (i) nominate and
recommend to shareholders for election or re-election as part of the
management slate of directors such individuals nominated by Bank and (ii) the
Company shall use all Commercially Reasonable Efforts to cause the election
or re-election of such individuals, including without limitation providing
the same type of support for the election of such individuals as directors of
the Company as provided by the Company, its directors, its management and its
Affiliates to other Persons standing for election as directors of the Company
as part of the management slate, in each case to the extent necessary so that
each of such Bank-nominated directors is elected to and able to serve his or
her applicable Full Term.

     (b)  As long as any Bank-nominated director is then serving on the Board
pursuant to Section 5.1(a), the Company will use its Commercially Reasonable
Efforts to cause each of the audit and compensation committees of the Board,
and such other key committees of the Board as the parties shall mutually
agree from time to time, to include at least one director designated by Bank,
other than under circumstances in which it would be inconsistent with
applicable Law (as, for example, in the case of certain special committees of
independent directors formed to consider matters relating to Bank).

     (c)  The Company shall give such further assurances to Bank, and shall
execute, acknowledge and deliver all such other instruments (including
without limitation any amendments to its articles of incorporation and
by-laws) and take such further action as may be reasonably necessary or
appropriate to effectuate the provisions of this Section 5.1.

     5.2. Compliance with Bank Regulatory Matters.  

          (i)  The Company shall not acquire (A) more than 5% of any class of
     (1) "voting securities" (as such terms is defined in the U.S. Bank
     Holding Company Act of 1956, as amended, and the U.S. Federal Reserve
     Board's regulations thereunder), (B) more than 24.9% of the equity or
     (C) substantially all the assets of any company or business in the
     United States, or engage in the United States in any activity other than
     a Permissible Activity, or acquire any other assets in the United States
     other than in connection with a Permissible Activity.  For purposes of

                                     -22-


<PAGE>

     the preceding sentence, a "Permissible Activity" means an activity that
     is permitted for a bank holding company pursuant to Section 4(c)(8) or
     Section 4(k) of the United States Bank Holding Company Act of 1956, as
     amended.

          (ii) The Company shall not conduct any business, and shall not
     acquire any ownership interest in any entity, such that the Company
     would be an entity in which Bank is not permitted to hold a "substantial
     investment" within the meaning of such term pursuant to the Bank Act
     (Canada) as amended from time to time.  

          (iii)       Prior to making such acquisition or engaging in any
     such activity, the Company shall provide Bank with reasonable prior
     written notice describing the proposed transaction and the other party
     or parties thereto and shall cooperate with Bank in preparing, filing
     and obtaining, and Bank shall use its Commercially Reasonable Efforts to
     prepare, file and obtain, at the Company's expense, any approvals or
     consents that may be necessary under applicable law.  

          (iv) Notwithstanding anything in this Agreement to the contrary, in
     the event that the Company fails to comply with the provisions of this
     Section 5.2, without limiting any other rights that Bank may have with
     respect to such failure to comply, Bank will cease to be bound by the
     restrictions on transfer set forth in Section 2 of this Agreement and
     shall automatically be permitted to request that the Company effect the
     registration of its Registrable Securities pursuant to Section 4.2;
     provided that unless specifically ordered otherwise by the Minister of
     Finance (Canada), the Superintendent of Financial Institutions appointed
     under the Bank Act (Canada) or the U.S. Federal Reserve Board, Bank
     shall use its Commercially Reasonable Efforts to dispose of its
     Registrable Securities in a manner that, to the extent practicable in
     the circumstances, does not unduly disrupt the public trading market of
     the Common Stock.

                                   SECTION 6
                                 MISCELLANEOUS

     6.1. Legends.  (a)   In addition to any other legend that may be required
and be placed thereon, each certificate representing the Shares shall be
endorsed with a legend in substantially the following form:

                            TRANSFER IS RESTRICTED
THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN GLOBAL PAYMENTS
INC. AND CANADIAN IMPERIAL BANK OF COMMERCE, DATED AS OF MARCH ____, 2001, A
COPY OF WHICH IS AVAILABLE FROM THE COMPANY.


                                     -23-


<PAGE>

     (b)  Bank agrees that the Company may also endorse any other legends
required by applicable federal or state securities laws and securities laws
of applicable foreign jurisdictions.  The Company shall not be required (a)
to transfer on its books any Shares that have been sold or transferred in
violation of the provisions of this Agreement (including the foregoing
legends), or (b) to treat as the Beneficial Owner of the Shares, or otherwise
to accord voting or dividend rights to, any transferee to whom the Shares
have been transferred in contravention of this Agreement (or such legends).

     (c)  The Company shall issue new certificates not bearing the legends
set forth or contemplated above in exchange for legended certificates (i)  as
provided in Section 4.3(o) or (ii)  upon the request of any Holder who
submits such certificates to the Company for exchange together with an
opinion of counsel reasonably acceptable to the Company to the effect that
such legend or legends are no longer required under the Securities Act or
applicable state securities laws and that the securities represented by such
certificates are no longer subject to transfer restrictions under this
Agreement.

     6.2. Enforceability/Severability.  The parties hereto agree that each
provision of this Agreement shall be interpreted in such a manner as to be
effective, valid and enforceable to the fullest extent permitted under
applicable law.  If any provision of this Agreement shall nonetheless be held
to be prohibited by or invalid under applicable law, such provision shall be
effective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.

     6.3. Remedies.  Each party hereto will be entitled to enforce its rights
under this Agreement specifically, to recover damages by reason of any breach
of any provision hereof, and to exercise all other rights existing in its
favor.  Each party hereto agrees and acknowledges that money damages may not
be an adequate remedy for any breach of the provisions of this Agreement and
that the parties hereto would be irreparably damaged in the event any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached.  It is accordingly agreed that
either party hereto shall be entitled to preliminary and permanent injunctive
relief to prevent breaches of the provisions of this Agreement by the other
party hereto without the necessity of proving actual damages or of posting
any bond, and to enforce specifically the terms and provisions hereof and
thereof, which rights shall be cumulative and in addition to any other remedy
to which the parties hereto may be entitled hereunder or at law or equity.

     6.4. Entire Agreement; Successors and Assigns.  This Agreement
constitutes the entire agreement between the parties hereto relative to the
subject matter hereof and supersedes any previous agreement among the
parties.  Subject to the exceptions specifically set forth in this Agreement,

                                     -24-


<PAGE>

the terms and conditions of this Agreement shall inure to the benefit of and
be binding upon the respective executors, administrators, heirs, successors
and assigns of the parties.  Bank may assign or transfer its rights under
this Agreement to a Subsidiary or other Affiliate.

     6.5. Governing Law; Waiver of Jury Trial, Arbitration.  (i)This
Agreement shall be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed
therein.  The parties to this Agreement hereby agree to submit to the
jurisdiction of the courts of the State of New York, the courts of the United
States of America for the Southern District of New York, and appellate courts
from any thereof in any action or proceeding arising out of or relating to
this Agreement.  The parties hereto irrevocably and unconditionally waive
trial by jury in any legal action or proceeding in relation to this Agreement
and for any counterclaim therein.  Any dispute or controversy between the
Company and any Holder arising under or in connection with this Agreement
shall be resolved by arbitration (by three arbitrators) in New York, New York
conducted in accordance with the then prevailing rules of the American
Arbitration Association, except that, in the selection of the panel of three
arbitrators, the Company and such Holder shall each select one arbitrator and
such party-selected arbitrators shall select the third arbitrator.  The
parties hereby agree that no party shall be entitled to punitive damages
hereunder.  If any party shall fail to select an arbitrator within 30 days
after being notified by the other party of the commencement of arbitration
proceedings under this Section 6.5, the notifying party may apply to the
American Arbitration Association for the appointment of an arbitrator on
behalf of the other party.  The judgment of the arbitrators in any such
proceeding shall be final, binding and conclusive on the parties, and a
judgment may be entered by the prevailing party on account thereof.  The
prevailing party or parties in an arbitration conducted pursuant to this
Section 6.5 shall be entitled to recover its legal fees and expenses from the
losing party or parties thereof.

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

     6.7. Headings.  The section headings of this Agreement are for
convenience and shall not by themselves determine the interpretation of this
Agreement.

     6.8. Notices.  Any notice required or permitted hereunder shall be given
in writing and shall be conclusively deemed effectively given (a) upon
personal delivery, (b) one Business Day after deposit with a nationally
recognized overnight delivery service, (c) five days after deposit in the
United States mail, by registered or certified mail, postage prepaid, or (d)
when telecopied, receipt acknowledged, addressed in each case to the

                                     -25-


<PAGE>

appropriate address and facsimile numbers set forth below (or to such other
address as a party may designate by ten days' advance written notice to the
other parties):

     If to Bank, to:
     c/o CIBC World Markets Inc.
     161 Bay Street, BCE Place
     7th Floor
     Toronto, Ontario M5J 258
     Attention:  Richard E. Venn, Senior Executive Vice President
     Facsimile No.: (416) 594-8223
     and
     Attention:  David Marshall, Vice Chairman
     Facsimile No.: (416) [___- ___]

     with a copy to:

     Canadian Imperial Bank of Commerce
     Legal and Compliance Division
     199 Bay Street
     Commerce Court West
     15th Floor
     Toronto, Ontario M5L 1A2
     Attention:  Robert J. Richardson, Associate General Counsel
     Facsimile No.: (416) 304-2860

     and to:

     Simpson Thacher & Bartlett
     425 Lexington Avenue
     New York, New York 10017
     Attention:  Lee Meyerson, Esq.
     Facsimile No.: (212) 455-2502

     If to the Company, to:

     Global Payments Inc.
     #2 National Data Plaza
     Atlanta, Georgia 30329-2010
     Attention: Office of the General Counsel
     Facsimile No: (404) 728-2990

     6.9. Amendment of Agreement.  This Agreement may be amended and the
Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company shall have
obtained the written consent to such amendment, action or omission to act, of
the Holders of a majority of the Registrable Securities then outstanding. 
Each Holder of any Registrable Securities at the time or thereafter
outstanding shall be bound by any consent authorized by this Section 6.9,
whether or not such Registrable Securities shall have been marked to indicate
such consent. 

                                     -26-


<PAGE>

     6.10.     No Inconsistent Agreements.  The Company agrees not to enter
into any other agreement that is inconsistent with or conflicts with any
provision of this Agreement or which would impair its ability to perform its
obligations under this Agreement on a timely basis.
 
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date above set forth.

                          GLOBAL PAYMENTS INC.

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


                          CANADIAN IMPERIAL BANK OF COMMERCE

                          By:
                             ----------------------------
                               Name:  Christine Croucher
                               Title:  Executive Vice President

                          By: /s/ David A. Marshall
                             ----------------------------
                          Name:  David A. Marshall
                          Title: Vice Chairman 
























                                     -27-