Canadian Imperial Bank of Commerce/CAN – ‘SC 13D’ on 3/30/01 re: Global Payments Inc – EX-3

On:  Friday, 3/30/01, at 5:45pm ET   ·   Accession #:  893750-1-195   ·   File #:  5-61363

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             13     39K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws     66    207K 
 3: EX-4        Instrument Defining the Rights of Security Holders    27     92K 

EX-3   —   Articles of Incorporation/Organization or By-Laws
Exhibit Table of Contents

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                                                           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.          

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"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      

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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.                                                                         

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"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.                                                       

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"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.                                  

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"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.                                                                     

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"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          

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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.                                

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"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.                                                                      

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"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:                                 

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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

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   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.                           

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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.                                                            

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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

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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)           

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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.                                                              

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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      

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  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

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   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

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      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.    

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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.                                                                      

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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.    

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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.      

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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

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     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).                                              

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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

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   (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                                                                             

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       (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,

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    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.                                             

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  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.                                                         

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 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     

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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

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    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.                                                               

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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         

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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;                          

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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;                      

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  (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     

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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

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  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

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     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

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      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

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       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

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       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

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       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

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    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

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  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   

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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.                                         

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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

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           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

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  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.                                                        

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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      

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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    

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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,       

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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

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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

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SCHEDULE 2.5  

NEW MERCHANT AGREEMENTS 

To be mutually agreed upon by the parties.  

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SCHEDULE 2.7  

KEY ACCOUNTS  

To be mutually agreed upon by the parties.  

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SCHEDULE 3  

SERVICE LEVELS  

To be mutually agreed upon by the parties.  

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SCHEDULE 7.2  

CHARGEBACKS AND CREDIT LOSSES ON CERTAIN ACCOUNTS 

To be mutually agreed upon by the parties.  

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SCHEDULE10.3(a) 

NDPS SECURITY POLICIES AND PROCEDURES 

To be mutually agreed upon by the parties.  

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SCHEDULE 10.3(b)  

BANK SECURITY POLICIES AND PROCEDURES 

To be mutually agreed upon by the parties.  

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SCHEDULE 11.6 

BANK PRIVACY POLICIES AND PROCEDURES  

To be mutually agreed upon by the parties.  

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SCHEDULE 15 

INITIAL CLIENT RELATIONS REPRESENTATIVE 

To be mutually agreed upon by the parties.  

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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

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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       

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EX-3
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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           

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		3/30/01
		3/20/01		1					8-K
		11/9/00		1					10-12B/A
		11/1/00		25
		10/31/99		24
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