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                                                                  Exhibit 10(gg)

CONFIDENTIAL TREATMENT - Asterisked material has been omitted and filed
separately with the Securities and Exchange Commission pursuant to a request for
confidential treatment.

                               MARKETING AGREEMENT

         THIS MARKETING AGREEMENT (the "Agreement") by and between Chopper
Corporation, a Delaware corporation, and First Data Corporation, a Delaware
corporation, is made this ___ day of , ____.

                                   BACKGROUND

         WHEREAS, FDC, Chopper and certain other Persons are parties to an
Agreement and Plan of Merger and Contribution Agreement, dated as of February
15, 2000 (the "Merger Agreement"), and upon the consummation of the transactions
contemplated by the Merger Agreement, including the contribution of the Tank
Entities (as defined in the Merger Agreement) to Chopper pursuant to the Tank
Contributions (as defined in the Merger Agreement), Chopper and FDC desire to
begin a long term relationship through which the parties, INTER ALIA, leverage
their existing assets and relationships to provide products and services to each
other and to cross market and cross promote each other's products and services,
all upon the terms and conditions set forth herein; and

         WHEREAS, FDC has previously entered into a covenant not to compete with
the Tank Entities and Chopper and FDC desire to amend, restate and confirm FDC's
pre-existing covenant not to compete with the Tank Entities.

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

1.       Definitions.  For the purposes of this Agreement, the following terms
         shall have the definitions indicated below, and shall be equally
         applicable to the singular and plural forms. Any agreement (including
         this Agreement) referred to herein shall mean such agreement as
         amended, supplemented and modified from time to time to the extent
         permitted by the applicable provisions thereof. When a reference is
         made in this Agreement to an article, section, schedule or exhibit,
         such reference shall be to an article, section, schedule or exhibit of
         this Agreement unless otherwise indicated. Whenever the words
         "include," "includes," or "including" are used in this Agreement, they
         shall be deemed to be followed by the words "without limitation."

1.1      "AAA" shall have the meaning set forth in Exhibit 13.9(a).

1.2      "Active Consumer" shall mean, with respect to an Aggregation Service
         Company, a Consumer who pays at least one Household Bill during the
         applicable calendar month using such Aggregation Service Company;
         provided, however, that such Consumer shall not be considered an Active
         Consumer in any calendar month if the sole Household Bill paid by the
         Consumer during the applicable month is a Household Bill paid to an




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         Affiliate of the Aggregation Service Company (such excluded Consumer
         being an "Excepted Consumer").

1.3      "Affiliate" of a Person shall mean any corporation, partnership, joint
         venture, limited liability company or other entity in which such Person
         (a) Beneficially Owns, directly or indirectly, 50% or more of the
         outstanding voting securities or equity interests, only so long as such
         Beneficial Ownership continues, (b) is a general partner, only so long
         as such Person remains a general partner or (c) is a managing member,
         only so long as such Person remains a managing member.

1.4      "Agreement" shall have the meaning set forth in the first paragraph of
         this Agreement.

1.5      "Aggregation Service Company" shall have the meaning set forth in
         Section 3.1.

1.6      "Alliance" shall mean any venture (in any form, including in corporate,
         partnership or limited liability company form) or contractual alliance
         now or hereafter entered into between FDC (or any of its Affiliates)
         and one or more third parties pursuant to which the third party
         venturer has the contractual or other legal right to block major
         business and/or corporate actions by such venture.

1.7      "Beneficially Own" shall have the meaning set forth in Rule 13d-3 under
         the Securities Exchange Act of 1934, as amended, except that a Person
         shall be deemed to "Beneficially Own" all securities that such Person
         has a right to acquire, whether such right is exercisable immediately
         or only after the passage of time (and without any additional
         condition) (and such ownership may be referred to herein as "Beneficial
         Ownership").

1.8      "Bill" shall mean a bill presented to a Consumer for products sold,
         leased, rented or licensed or services rendered.

1.9      "Bill Presentment and Payment Service" shall mean an Interactive
         Service by which the user is presented with a bill for goods or
         services together with a means to pay or order payment of that bill.

1.10     "Change of Control" shall mean any of the following with respect to
         Chopper: (a) the acquisition either directly or indirectly, by any
         third Person of the Beneficial Ownership of more than thirty percent
         (30%) of the capital stock regularly entitled to vote on all matters
         subject to stockholder vote (the foregoing shall not include a
         transaction in which a holding company is used and the stockholders of
         the original company own at least 70% of the stock of the holding
         company after such transaction); (b) any merger, consolidation or other
         business combination or transaction whereby the stockholders of Chopper
         immediately prior to the effective date of such merger, consolidation
         or other business combination or transaction cease to own at least
         seventy percent (70%) of the capital stock of the surviving entity (or
         its 100% controlling parent) regularly entitled to vote on all matters
         subject to stockholder vote following such merger, consolidation or
         other business combination or transaction; or (c) the transfer to any
         Person who is not a party to


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         this Agreement of all or substantially all of the assets of Chopper or
         any of its Affiliates, as applicable.

1.11     "Chopper" shall mean Chopper Corporation, a Delaware corporation, and
         its permitted successors and permitted assigns.

1.12     "Chopper Indemnified Persons" shall have the meaning set forth in
         Section 9.2.

1.13     "Client" means clients of FDC and its Affiliates and other third
         Persons, excluding the Top Billers.

1.14     "Chopper Patents" shall mean any and all patents that Chopper or any
         of its Affiliates has rights to assert during the term of this
         Agreement.

1.15     "Confidential Information" shall have the meaning set forth in
         Section 7.1.

1.16     "Consumer" shall have the meaning set forth in Section 3.1.

1.17     "DDA" shall mean a demand deposit account with a financial
         institution.

1.18     "Dispute" shall mean any and all disputes, controversies and claims
         between the parties arising from or in connection with this Agreement
         or the relationship of the parties under this Agreement, whether based
         on contract, tort, common law, equity, statute, regulation, order or
         otherwise.

1.19     "Effective Date" shall mean the date of the consummation of the
         transactions contemplated by the Merger Agreement.

1.20     "Existing Alliance" shall mean an Alliance of FDC or any of its
         Affiliates existing on the date hereof.

1.21     "Expense Savings" shall mean the savings realized or achieved by
         Chopper and its Affiliates (i) that result from its use of FDC's or its
         Affiliates' products and services and (ii) that result from its use of
         products and services used or resold by FDC or its Affiliates and
         provided by third party vendors or suppliers, which products or
         services are purchased by, through or through arrangements made by, FDC
         or its Affiliates. It being understood that notwithstanding the
         foregoing, Expense Savings include any relative reduction in costs
         associated with payment processing, customer service and exemption
         processing/handling.

1.22     "Fees" shall have the meaning set forth in Section 3.2(a).

1.23     "Fifth Year Monthly Minimum" shall have the meaning set forth in
         Section 3.2(e).

1.24     "First Year Minimum" shall have the meaning set forth in
         Section 3.2(a).

1.25     "Fourth Year Monthly Minimum" shall have the meaning set forth in
         Section 3.2(d).



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1.26     "FDC" shall mean First Data Corporation, a Delaware corporation, and
         its permitted successors and permitted assigns.

1.27     "FDC Business Services" shall have the meaning set forth in
         Section 3.1.

1.28     "FDC Indemnified Persons" shall have the meaning set forth in
         Section 9.1.

1.29     "Future Alliance" shall mean an Alliance of FDC or any of its
         Affiliates entered into after the date hereof.

1.30     "Household Bills" shall have the meaning set forth in Section 3.1.

1.31     "Infringement Claims" shall have the meaning set forth in
         Section 9.1(a).

1.32     "Integrated Interactive Bill Payment System" shall have the meaning
         set forth in Section 3.1.

1.33     "Interactive Service" means a service accessed with electronic devices
         (whether now known or hereafter developed) that devices allow the user
         to view information and respond with additional information. Such
         devices include, without limitation, computers, personal digital
         assistants, "screen" telephones, and Internet-enabled televisions.

1.34     "Internet Site" means a Uniform Resource Locator (URL), or group of
         URLs which are designed to be perceived by the user as being operated
         by, or on behalf of, a single commercial business entity.

1.35     "Losses" shall have the meaning set forth in Section 9.1 .

1.36     "Losses and Expenses" shall have the meaning set forth in
         Section 10.1.

1.37     "Merchant Acquiring Services" shall mean the provision of any of the
         following services or products, directly or indirectly, to merchants in
         respect of Transaction Cards: (i) the authorization and capture of
         transactions, (ii) the submission of such transactions for interchange
         settlement or other settlement, (iii) the preparation of statements or
         reports based on such transactions, chargebacks and other exception
         items (including by electronic access), (iv) the provision of customer
         service or other back office services in respect of any of such
         transactions, (v) the sale, lease or rental of point of sale (POS)
         hardware relating to any of the foregoing and (vi) clearing and
         settlement services.

1.38     "Merger Agreement" shall have the meaning set forth in the second
         paragraph of this Agreement.

1.39     "Minimums" shall mean the First Year Minimum, Second Year Monthly
         Minimum, Third Year Monthly Minimum, Fourth Year Monthly Minimum or
         Fifth Year Monthly Minimum, as the case may be.


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1.40     "Monthly Consumer Bill Payment Ratio" shall mean, with respect to any
         Aggregation Service Company in a calendar month, an amount equal to (A)
         the total number of Household Bills paid by FDC and its Affiliates for
         such Aggregation Service Company excluding any Household Bills paid for
         Excepted Consumers, utilizing an Integrated Interactive Bill Payment
         System owned or operated by FDC or its Affiliates, using an Interactive
         Service during the applicable calendar month; divided by (B) the
         aggregate number of Active Consumers for such Aggregation Service
         Company during the applicable calendar month. For purposes of
         calculating the total number of Household Bills paid by FDC and its
         Affiliates, all of a Consumer's Household Bills paid in a single
         payment to a Single Payee shall count as a single Household Bill.

1.41     "Pay Anyone Service" shall mean an Interactive Service through which
         the user may make payment(s) from the user's DDA to any other Person
         without the need for the electronic presentment of a bill in connection
         with such payment, where the user enters the payment instructions
         including payment amount, source account, date of payment, payee,
         account number of payee (if any), and the Interactive Service accepts
         and completes the payment per the instructions.

1.42     "Payment Processing" shall mean the processing of any method a Person
         may now or hereafter use to pay an obligation, including Transaction
         Card, electronic check, Internet check, paper check, EFT, Automated
         Clearinghouse or wallet technology.

1.43     "Payee" shall have the meaning set forth in Section 3.1.

1.44     "Person" shall mean an individual, partnership, corporation, limited
         liability company, trust, joint stock company, association, joint
         venture, or any other entity or organization, including a government or
         political subdivision or any agency or instrumentality thereof.

1.45     "Restricted Activity" shall have the meaning set forth in Section 3.1.

1.46     "Revenue Shortage" shall mean the amount by which the First Year
         Minimum, Second Year Monthly Minimum, Third Year Monthly Minimum,
         Fourth Year Monthly Minimum or Fifth Year Monthly Minimum (as
         applicable) is greater than the sum of the Fees and Expense Savings
         during the applicable monthly or twelve (12) month period.

1.47     "Second Year Monthly Minimum" shall have the meaning set forth in
         Section 3.2(b).

1.48     "Specified Processors" shall mean those entities identified in
         Schedule 1.48 and their Affiliates and their respective successors
         and assigns.

1.49     "Sponsor" shall have the meaning set forth in Section 3.1.

1.50     "Statement" shall mean a statement of account presented to a Consumer
         containing information about the Consumer's account.

1.51     "Term" shall have the meaning set forth in Section 5.


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1.52     "Third Year Monthly Minimum" shall have the meaning set forth in
         Section 3.2(c).

1.53     "Top Billers" shall mean each of the entities set forth in
         Schedule 1.37.

1.54     "Voting Stock" shall mean securities of a Person having the ordinary
         power to vote in the election of members of the board of directors or
         board of managers or equivalent governing body.

2.       Chopper Obligations.  As of the Effective Date and during the Term:

2.1      Payment Processing.

         (a)   Chopper shall use and shall cause its Affiliates to use FDC and
               its Affiliates to provide all Payment Processing used by Chopper
               and its Affiliates; provided, however, that neither Chopper nor
               any of its Affiliates shall be required to use FDC and its
               Affiliates to provide Payment Processing if, in the reasonable
               business judgment of Chopper, Chopper or its Affiliates, as
               applicable, can obtain substantially similar Payment Processing
               on substantially the same terms offered by FDC and its Affiliates
               at an overall economic cost that is less than the overall
               economic cost FDC and its Affiliates offered to provide the same
               to Chopper and its Affiliates; provided, however, that
               "reasonable business judgment" may take into consideration the
               fact that FDC or its Affiliates offers a directly competing
               product or service offered by Chopper or any of its Affiliates
               and the use of FDC's or its Affiliates' product or service by
               Chopper or its Affiliates would either (i) allow FDC or its
               Affiliates to achieve substantial competitive benefits due to
               increased volume or (ii) provide FDC or its Affiliates with
               proprietary technology of Chopper and its Affiliates that
               provides FDC or its Affiliates with a substantial competitive
               advantage.

         (b)   Notwithstanding Section 2.1(a), if Chopper or any of its
               Affiliates are able to obtain from a third Person substantially
               similar Payment Processing on substantially the same terms
               offered by FDC or its Affiliates at an overall economic cost that
               is less than the overall economic cost that FDC and its
               Affiliates offered to provide such Payment Processing to Chopper
               and its Affiliates, Chopper shall permit and shall cause its
               Affiliates to permit FDC and its Affiliates to provide such
               Payment Processing to Chopper and its Affiliates on overall terms
               that are at least as favorable as those offered by such third
               Person, in which case Chopper or its Affiliate, as applicable,
               shall obtain such services from FDC and its Affiliates.

         (c)   FDC and its Affiliates shall offer to provide to Chopper and its
               Affiliates, in connection with the services Chopper is then
               offering to Aggregation Service Companies, Payment Processing of
               the type FDC and its Affiliates is then offering generally in the
               marketplace. In determining the price, level of service and other
               specific terms of the Payment Processing to be offered to Chopper
               and its Affiliates, FDC shall take into account (i) its then
               current equity interest in

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               Chopper, (ii) the anticipated volumes, any exclusivity
               arrangements and minimum revenue commitments either of the
               parties or their respective Affiliates are bound by, the
               marketing commitments involved and (iii) the terms and conditions
               of the current form of customer contract. If either Chopper or
               its Affiliates chooses to purchase such Payment Processing from
               FDC or its Affiliates, it shall execute FDC's current form of
               customer contract with appropriate terms and conditions.

         (d)   To facilitate the provision of Payment Processing by FDC and its
               Affiliates to Chopper and its Affiliates, within 60 days
               following the Effective Date, and thereafter as FDC may
               reasonably request (but at least annually), Chopper and its
               Affiliates shall provide FDC and its Affiliates with such
               information as FDC may reasonably request relating to the then
               current and anticipated use of Payment Processing by Chopper and
               its Affiliates, including the specific terms of existing
               third-party contracts relating to Payment Processing (subject to
               any existing confidentiality requirements).

         (e)   If Chopper shall breach this Section 2.1, the parties agree that
               FDC shall be entitled to 200% of any lost profits of FDC and its
               Affiliates.

2.2      Official Check. When commercially reasonable, Chopper and its
         Affiliates shall use FDC's product commonly known as Official Check in
         connection with the Pay Anyone Service. In connection therewith,
         Chopper shall enter into a customary processing agreement relating to
         the use of the Official Check product. For purposes of this Section
         2.2, it shall be deemed commercially reasonable for Chopper and its
         Affiliates to use FDC's product commonly known as Official Check when,
         in the reasonable business judgement of Chopper, services of equal or
         superior quality as compared to the offerings of third Persons may be
         thereby obtained at an equal or lesser overall economic cost from FDC
         or its Affiliates than such third Person; provided, however, that
         "reasonable business judgment" may take into consideration the fact
         that FDC or its Affiliates offers a directly competing product or
         service offered by Chopper or any of its Affiliates and the use of
         FDC's or its Affiliates' product or service by Chopper or its
         Affiliates would either (i) allow FDC or its Affiliates to achieve
         substantial competitive benefits due to increased volume or (ii)
         provide FDC or its Affiliates with proprietary technology of Chopper
         and its Affiliates that provides FDC or its Affiliates with a
         substantial competitive advantage.

2.3      Covenant Not to Sue For Chopper Patents. Chopper hereby covenants not
         to sue or otherwise bring or assert any claim against FDC or any of its
         Affiliates that any service or product offered by FDC or any of its
         Affiliates infringe any Chopper Patent which is based upon or utilizes
         any intellectual property constituting works derivative of intellectual
         property licensed pursuant to the [Technology and Intellectual Property
         License Agreements], dated the date hereof, between FDC and Chopper and
         Missile and Chopper.



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3.       FDC Obligations. As of the Effective Date and during the Term (except
         as provided in Section 3.1):

3.1      Noncompete.

         (a)   Subject to the exceptions set forth below, FDC agrees that,
               subject to Section 6, beginning on the Effective Date and for
               a period ending on the fifth anniversary of the Effective
               Date, (1) in no month will the Monthly Consumer Bill Payment
               Ratio of any Aggregation Service Company (including an
               Aggregation Service Company owned or operated by FDC), to
               which FDC or its Affiliates provides an Integrated Interactive
               Bill Payment System using an Interactive Service anywhere in
               the world, exceed three (the "Restricted Activity") or (2)
               neither FDC or its Affiliates shall acquire the Voting Stock
               of any Person conducting Restricted Activities.

         (b)   An "Integrated Interactive Bill Payment System" is a
               combination of applications, databases and processing
               infrastructure which together, coupled with connectivity,
               provide the necessary intelligence to receive and convert
               Consumer payment instructions for online bill payments into
               credits (to a Payee DDA), debits (from a Consumer DDA) and
               exceptions, and which can be amended and corrected on a
               transaction-by-transaction basis as exceptions are processed
               and remediated. In order to be an Integrated Interactive Bill
               Payment System, the system also must have all of the following
               features:

               (1)      A database utilized by FDC or its Affiliates in
                        connection with an Integrated Interactive Bill
                        Payment System that contains files with information
                        regarding Sponsors. A "Sponsor" is a financial
                        institution, personal financial management software
                        provider, or internet site operator which offers
                        electronic bill delivery and payment, or bill
                        payment, electronically to its customers or patrons.
                        A Sponsor file is consulted to determine
                        connectivity, communications windows, or business
                        rules influencing debit method with respect to a
                        Sponsor.

               (2)      A database utilized by FDC or its Affiliates in
                        connection with an Integrated Interactive Bill
                        Payment System that contains a database of files with
                        information regarding Payees. A "Payee" is the
                        receiver of payments, including both funds and
                        remittance information. A Payee file must contain all
                        of the following fields: (i) name; (ii) telephone
                        numbers; (iii) preferred remittance method; (iv) bank
                        account information; and (v) risk-related
                        information.

               (3)      A database utilized by FDC or its Affiliates in
                        connection with an Integrated Interactive Bill
                        Payment System that contains files with information
                        regarding Consumers. A "Consumer" is an individual
                        person (and shall not include small businesses, sole
                        proprietorships, partnerships, corporations, limited
                        liability companies, or other such entities) that is
                        the



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                        holder of one or more bank accounts from which bills
                        are to be paid through the system. A Consumer file must
                        contain all of the following fields: (i) name; (ii)
                        address; (iii) unique alphanumeric identifier; (iv)
                        bank account information; and (v) Payee files,
                        including account numbers.

               (4)      A system for recognizing disparities or anomalies in
                        Payee account information submitted by and automatically
                        makes appropriate corrections or changes;

               (5)      A system for programmatically choosing a method of
                        debit, among Automated Clearing House debit, or
                        paper draft on the Consumer's account, through an
                        arrangement with a Sponsor, and not as a result of
                        choice by the Consumer, to obtain good funds, or
                        other debit method, influenced by business rules and
                        information contained in Sponsor, Payee, or Consumer
                        files;

               (6)      A system for programmatically choosing a method of
                        credit, including both funds transfer and remittance
                        information transmission among Automated Clearinghouse,
                        e-Pay, RPS, Direct Send, Managed or Unmanaged paper
                        check, paper draft, or other method, depending upon
                        information contained in Consumer, Sponsor, or Payee
                        files;

               (7)      A system for determining the format of and formatting
                        remittance information in a manner consistent with
                        information contained in Payee files; and


               (8)      A system for updating information contained in Payee,
                        Sponsor, and Consumer files as a result of a payment
                        which is initially rejected or returned, and
                        reprocessing the payment.

               The parties recognize that activities that include one or
         more, but not all, of the foregoing components do not constitute an
         Integrated Interactive Bill Payment System, and that the provision of
         all the components set forth in (1) through (8) are required in order
         for a system to be considered an Integrated Interactive Bill Payment
         System.

         (c)   "Household Bills" are defined as only those bills which have
               customarily been received at home by a Consumer through the
               United States Postal Service which seek payment for services or
               goods which have been provided in the past, or will be provided
               in the future, usually as part of an ongoing relationship between
               the Payee and the Consumer, or, as in the case of a credit card
               statement, as part of a credit relationship established in the
               past. Examples of Household Bills are utility bills, credit card
               bills, insurance bills, loan payments, magazine or newspaper
               subscriptions, and recurring home delivery of milk, bottled
               water, or other products or services such as gardening, home
               maintenance, or snow removal. Household Bills do not include
               requests for payment made in connection with a


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               non-recurring purchase of goods or services, such as purchases
               made over the Internet, through mail order or telephone order,
               nor do they include requests for payment which are made at a
               location which is open to the general public or which is a place
               of public accommodation. The term Household Bills does not
               include payments made to an individual from an individual other
               than in furtherance of a regularly-conducted business, trade, or
               profession by either of them (Person-to-Person Payments).

         (d)   An "Aggregation Service Company" is an entity which itself
               provides to Consumers, or through an intermediary provides to
               Consumers, a service whereby electronic bills presented by more
               than three Single Payees may be accessed and paid at a single
               Internet Site, or through personal financial management client
               software used principally for accounting, investing, budgeting,
               maintaining or monitoring a Consumer's personal finances, with a
               single authentication procedure. An entity which provides an
               Internet Site which provides hyperlinks to multiple Internet
               Sites or URLs each operated by, hosted by, or established for, a
               Single Payee shall not be considered to be an Aggregation Service
               Company provided that payment is effectuated through the same
               initiation method and process as would be applied to payments
               effectuated on behalf of users who access the hyperlinked
               Internet Site or URL directly; provided, however, that solely
               with respect to hyperlinked URLs, such hyperlinked URLs do not
               appear to the Consumer to be under the same sponsor. A "Single
               Payee" is a business entity which (a) controls, is controlled by,
               or under common control of the entity represented at the site or
               (b) payees which voluntarily (or pursuant to governmental
               requirement) combine in a single Bill or Statement, Bills or
               Statements from one or more sources that are to be discharged by
               a single payment (e.g., a phone bill or credit card bill). FDC
               and its Affiliates shall be free to offer electronic billing and
               Payment Processing through Internet Sites and URLs offering
               billing from, or payment to, a Single Payee.


         (e)   Notwithstanding the foregoing, nothing herein shall be
               construed as to prohibit FDC from offering
               business-to-business Payment Processing, or person-to-person
               Payment Processing whether through an Integrated Interactive
               Bill Payment System or otherwise.

         (f)   FDC and its Affiliates may conduct Restricted Activities,
               provided, that:

               (1)      FDC and its Affiliates limit the gross revenues derived
                        solely from all such Restricted Activities to
                        $50,000,000 per calendar year;

               (2)      Except as provided in Sections (h)(4), (h)(5),
                        (h)(6) and (h)(13), FDC pays to Chopper 25% of all
                        gross revenues derived solely from the Restricted
                        Activities, which payment shall be counted as Fees
                        for purposes of Section 3.2; provided, however, that
                        the maximum amount of any such payments which can be
                        counted as Fees in any calendar year


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                        cannot exceed 50% of the sum of the Minimums required
                        to be generated for such year; and

               (3)      FDC gives notice to Chopper and Chopper as soon as
                        practicable after signing an agreement to engage in
                        such activities.

         (g)   Under no circumstances, however, shall FDC agree to construct
               or cause to be constructed, or operate, an Integrated
               Interactive Bill Payment System for [*].

         (h)   Nothing contained herein shall be interpreted to prohibit:


               (1)      the development, sale, or licensing of stand-alone
                        tools, productivity applications and/or client or
                        server platforms, that can be used to facilitate
                        aggregation by client software of Bills, Statements
                        or payments;

               (2)      providing electronic Bills or Statements to any Person;

               (3)      owning (i) not in excess of 20% in the aggregate of the
                        Voting Stock of any Person (including a Person engaged
                        in a Restricted Activity, but excluding any Existing
                        Alliance or Future Alliance covered in Section
                        3.1(h)(6) or (h)(13)); or (ii) owning Voting Stock of
                        Chopper; provided, however, that, with respect to
                        clause (i), if the investment represents in excess of
                        10% of the Voting Stock of any such Person, then an
                        amount equal to (A) FDC's or its Affiliates' percentage
                        of Voting Stock, multiplied by (B) the gross revenues
                        derived solely from the Restricted Activities of such
                        investment, shall be included in gross revenues for
                        purposes of clause (f)(1) of Section 3.1 (but none of
                        such gross revenues shall be counted for purposes of
                        calculating gross revenues for purposes of clause
                        (f)(2) of Section 3.1);

               (4)      acquiring, and following such acquisition, actively
                        engaging in, any business that has a subsidiary,
                        division, group, franchise or segment that is engaged
                        in any Restricted Activity ("Competing Unit"), so long
                        as on the date of such acquisition, not more than the
                        lesser of 20% or $50,000,000 of the annual consolidated
                        revenues of such business are derived solely from
                        Restricted Activities; provided, however, that if FDC
                        or any of its Affiliates acquire a Competing Unit, then
                        the gross revenues derived solely from the Restricted
                        Activities conducted by the Competing Unit shall be
                        included in gross revenues for purposes of clause (f)
                        of Section 3.1; provided, further, that if FDC or its
                        Affiliates agree to divest of such Competing Unit in
                        the manner set forth in clause (h)(5) of Section 3.1,
                        then only 15% of the gross revenues derived solely from
                        the Restricted Activities of the Competing Unit shall
                        be included in gross revenues for purposes of clause
                        (f)(2) of Section 3.1 for so long as FDC and its


*  Portions have been omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.



                                    Page 11


<PAGE>   12


                        Affiliates are complying with clause (h)(5) of Section
                        3.1 (but none of such gross revenues shall be counted
                        for purposes of calculating gross revenues for purposes
                        of clause (f)(1) of Section 3.1);

               (5)      acquiring and, following such acquisition, actively
                        engaging in, any business that has a Competing Unit if
                        on the date of such purchase more than the lesser of
                        20% or $50,000,000 of the consolidated revenues of such
                        business are derived from a Restricted Activity so long
                        as such business divests itself of the Competing Unit
                        promptly after the date of such acquisition, and in no
                        case greater than two years, accompanied by public
                        announcement of the requirement to divest, so that on
                        the date of such divestiture not more than the lesser
                        of 20% or $50,000,000 of the consolidated revenues of
                        such business are derived from Restricted Activities;
                        provided, however, that with respect to any purchase
                        intended to be treated for federal income tax purposes
                        as a tax-free reorganization, no such divestiture shall
                        be required until, in the reasonable opinion of FDC,
                        such divestiture would no longer endanger the treatment
                        for federal income tax purposes of such acquisition as
                        a tax-free reorganization; provided, further, that for
                        so long as FDC or any of its Affiliates holds a
                        Competing Unit it is required to divest, then 15% of
                        the gross revenues derived solely from the Restricted
                        Activities conducted by the Competing Unit shall be
                        included in gross revenues for purposes of clause
                        (f)(2) of Section 3.1 (but none of such gross revenues
                        shall be counted for purposes of calculating gross
                        revenues for purposes of clause (f)(1) of Section 3.1).

               (6)      engaging in a Future Alliance, provided, that, subject
                        to any applicable fiduciary obligation, FDC shall, and
                        shall cause its Affiliates to, vote against, not
                        support and oppose any proposal on the part of any
                        Future Alliance to (A) acquire or invest in the Voting
                        Stock of a business performing Restricted Activities,
                        or (B) otherwise enter into a contract, arrangement or
                        understanding with a Person engaged in Restricted
                        Activities to engage in Restricted Activities, which,
                        in the case of the Restricted Activities referred to in
                        (A) and (B), FDC would be prohibited from engaging in
                        pursuant to this Section 3.1 during the applicable
                        non-compete period; provided, however, that 15% of
                        FDC's allocable share (which allocable share shall
                        equal FDC's percentage ownership interest in the Future
                        Alliance) of the gross revenues derived solely from the
                        Restricted Activities conducted by such Alliance shall
                        be included in gross revenues for purposes of clause
                        (f)(2) of Section 3.1 (but none of such gross revenues
                        shall be included for purposes of calculating gross
                        revenues for purposes of clause (f)(1) of Section 3.1);

               (7)      performing any services pursuant to this Agreement or
                        any other agreement entered into in connection with the
                        performance of this Agreement;


                                    Page 12


<PAGE>   13


               (8)      providing a service or product where the electronic
                        payment and presentment system is an ancillary feature
                        of an electronic merchandising business offered,
                        operated or supported by FDC or any of its Affiliates
                        (e.g., an on-line shopping mall, etc.); provided that
                        FDC or its Affiliates provide such payment and/or
                        presentment services to purchasers only with respect to
                        the services or products offered by such electronic
                        merchandising business;

               (9)      providing a service or product whereby payment and/or
                        presentment can only be made at a physical location
                        which is open to the general public or a place of
                        public accommodation (e.g., grocery stores, check
                        cashing locations or the post office);

               (10)     providing a service or product for payment or
                        presentment of taxes and fees to government entities;

               (11)     providing an Interactive Service which is designed and
                        marketed to provide for the last minute or emergency
                        payment of Bills or Statements;

               (12)     providing a payment gateway using proprietary software
                        that enables the transmission of payment transaction
                        information via the Internet for a Payee conducting
                        business on the Internet or through mail
                        order-telephone order, thereby allowing the Payee to
                        process transactions electronically;

               (13)     providing any service which FDC or its Affiliates is
                        contractually obligated to provide to an Existing
                        Alliance; provided, however, that 15% of FDC's
                        allocable share (which allocable share shall equal
                        FDC's percentage ownership interest in the Existing
                        Alliance) of the gross revenues derived solely from the
                        Restricted Activities conducted by such Alliance shall
                        be included in gross revenues for purposes of clause
                        (f)(2) of Section 3.1 (but none of such gross revenues
                        shall be included for purposes of calculating gross
                        revenues for purposes of clause (f)(1) of Section 3.1);

               (14)     providing an Integrated Interactive Bill Payment System
                        that involves an interchange system (not created
                        specifically for the aggregation and payment of
                        Household Bills) of any kind to effectuate payment; and

               (15)     providing payment related services in connection with
                        an electronic wallet or password management product or
                        service, including interfaces to any client software.

               Except as specifically set forth in this clause (h), none of
               the gross revenues generated from activities described in
               clauses (1) through (15) above shall be


                                    Page 13

<PAGE>   14


               counted as gross revenues from Restricted Activities for
               purposes of clause (f) of Section 3.1.

         (i)   Nothing in this Agreement, including without limitation, this
               Section 3.1, shall be construed to prohibit FDC or any Affiliate
               of FDC from providing any FDC Business Services, including
               through Interactive Service, and none of the FDC Business
               Services shall be construed to constitute Restricted Activities.
               "FDC Business Services" means providing any of the following
               services (including any services supportive or ancillary to
               Restricted Activities):

               (1)  issuing or processing of debit card, credit card, bank card,
                    payment card, electronic benefit payment card, smart card,
                    stored value card or other similar card (including an
                    electronic equivalent) ("Transaction Cards") transactions
                    and related products, services and systems, loan processing
                    services and line-of-credit services;

               (2)  issuing, origination, reconciliation, payment, processing,
                    clearing, verification, guarantee, scoring or collection of
                    any check (including electronic versions thereof), credit,
                    debit and draft transactions, ATM transactions, Automated
                    Clearinghouse transactions, electronic funds transfer
                    transactions, Transaction Card transactions and recurring
                    payment transactions, including any payment transaction
                    branded by VISA, MasterCard, Discover, NOVUS, American
                    Express or regional EFT network;

               (3)  providing processing and other services in connection with
                    electronic and/or paper bill, invoice, statement or notice
                    presentment and payment services;

               (4)  official checks and money orders services;

               (5)  money transfer services as presently constituted (including
                    Western Union and Orlandi Valuta);

               (6)  remittance processing, tax payment, payment instrument
                    services and cash management services;

               (7)  in store and other off-site retail location facility
                    installments and related consulting services;

               (8)  list services (including sale, licensing and list rental),
                    database marketing services (including housing, storing,
                    sorting, maintaining, enhancing and updating data), data
                    processing services (including provision of merge/purge,
                    address hygiene and data append services) and database
                    information services (including provision of market
                    segmentation, consumer profiling, modeling and demographic
                    information services);


                                    Page 14


<PAGE>   15


               (9)  preparation and mailing (or other form of delivery,
                    including electronic delivery) of bills, invoices,
                    statements or notices;

               (10) messaging services, including the preparation, printing,
                    facsimile or electronic transmission and/or mailing of
                    letters or other communications and the preparation and
                    telephonic delivery of pre-recorded voice messages;

               (11) automated voice response and call center services;

               (12) telephone check drafting, Automated Clearinghouse
                    origination or electronic funds transfer services whether
                    originated or authorized over or through a telephone, the
                    Internet or web-based connection (including through a
                    virtual POS or other payment authorization interface) and
                    the enrollment, authorization and confirmation services
                    provided in connection therewith;

               (13) provision (whether by batch or transactional) of credit and
                    collection services, analytic modeling and metric products
                    or services (including various "scoring" products and
                    services) relating to payment transactions (including by
                    check and Transaction Card), credit worthiness,
                    householding, profitability, customer services, collection
                    effectiveness, retention, fraud, bankruptcy, settlement,
                    payment and related services, transaction, account or
                    performance and the provision of credit reports and other
                    credit bureau services, account screening services and other
                    credit reporting applications and check and Transaction Card
                    acceptance, guarantee, scoring and collection services;

               (14) any activities seeking collection of amounts owed by a
                    debtor, including telephone calls and written and other
                    communications to a debtor;

               (15) processing of debit or credit transactions for deposit
                    accounts;

               (16) employment screening, customer acquisition and address
                    management services; and

               (17) Merchant Acquiring Services and services offered to
                    merchants, including in connection with the establishment of
                    Internet-based commerce.

         (j)   Nothing in this Section 3.1 shall prohibit the incidental or
               occasional use of any product or service offered or sold by
               FDC or any of its Affiliates for use in a Restricted Activity
               provided such product or service has not been designed or
               marketed for the purpose of engaging in a Restricted Activity.


                                    Page 15


<PAGE>   16




3.2      Minimum Revenues.

         (a)   If the fees (excluding installation fees) paid to Chopper and its
               Affiliates by FDC and its Affiliates (the "Fees") and Expense
               Savings during the first full twelve (12) calendar months after
               the Effective Date is less than $6,000,000 (the "First Year
               Minimum"), then within thirty (30) days after the end of such
               twelve (12) calendar month period, FDC shall pay to Chopper the
               difference between the First Year Minimum and the total of the
               Fees and Expense Savings during such twelve (12) calendar month
               period.

         (b)   If the Fees and Expense Savings during any of the twelve (12)
               full calendar months after the first anniversary of the Effective
               Date is less than $750,000 (the "Second Year Monthly Minimum"),
               then within thirty (30) days after the end of any month in which
               there is a Revenue Shortage, FDC shall pay to Chopper the
               difference between the Second Year Monthly Minimum and the total
               of the Fees and Expense Savings during such month.

         (c)   If the Fees and Expense Savings during any of the twelve (12)
               full calendar months after the second anniversary of the
               Effective Date is less than $1,000,000 (the "Third Year Monthly
               Minimum"), then within thirty (30) days after the end of any
               month in which there is a Revenue Shortage, FDC shall pay to
               Chopper the difference between the Third Year Monthly Minimum and
               the total of the Fees and Expense Savings during such month.

         (d)   If the Fees and Expense Savings during any of the twelve (12)
               full calendar months after the third anniversary of the Effective
               Date is less than $1,250,000 (the "Fourth Year Monthly Minimum"),
               then within thirty (30) days after the end of any month in which
               there is a Revenue Shortage, FDC shall pay to Chopper the
               difference between the Fourth Year Monthly Minimum and the total
               of the Fees and Expense Savings during such month.

         (e)   If the Fees and Expense Savings during any of the twelve (12)
               full calendar months after the fourth anniversary of the
               Effective Date is less than $1,500,000 (the "Fifth Year Monthly
               Minimum"), then within thirty (30) days after the end of any
               month in which there is a Revenue Shortage, FDC shall pay to
               Chopper the difference between the Fifth Year Monthly Minimum and
               the total of the Fees and Expense Savings during such month.

         (f)   Any fees (excluding installation fees) paid to Chopper or any of
               its Affiliates received from billers (other than Top Billers) (i)
               that FDC or any of its Affiliates resells any services or
               products of Chopper or its Affiliates to, (ii) that FDC or any of
               its Affiliates has referred or introduced to Chopper or any of
               its Affiliates or (iii) that FDC or its Affiliates actively
               market Chopper's services or products to, shall be counted as
               "Fees" for purposes of this Section 3.2. In addition, any fees
               (excluding installation fees) received, directly or indirectly,
               by Chopper or its



                                    Page 16


<PAGE>   17



               Affiliates from consumer transactions occurring on any
               Internet site owned, maintained or hosted by FDC or any of
               its Affiliates shall be counted as "Fees" for purposes of
               this Section 3.2. Chopper shall promptly (but in any event
               no longer than fifteen (15) days after each month end)
               provide FDC with any such information reasonably necessary
               for FDC to calculate the Fee's generated by Persons that are
               not Affiliates of FDC.

3.3      Notwithstanding Section 3.2, FDC shall be under no obligation to meet
         any monthly minimum identified in Section 3.2 to the extent and only to
         the extent that:

         (a)   Chopper or any of its Affiliates fails to make available any Bill
               Presentment and Payment Service, Pay Anyone Service or Payment
               Processing service;

         (b)   the means by which Chopper or any of its Affiliates makes
               available any Bill Presentment and Payment Service, Pay Anyone
               Service or Payment Processing service are unavailable due to
               technical failure or otherwise;

         (c)   Chopper changes the nature of its business in a material way so
               as to have a material adverse effect on FDC's and its Affiliates'
               ability to meet the monthly payment minimums set forth in Section
               3.2; or

         (d)   Chopper or any of its Affiliates takes any action that materially
               interferes with FDC or its Affiliates ability to commercially
               exploit any Bill Presentment and Payment Service, Pay Anyone
               Service or Payment Processing service of Chopper and its
               Affiliates.

3.4      Pay Anyone. When commercially reasonable, and if FDC or any of its
         Affiliates chooses to offer a Pay Anyone Service of such kind, FDC and
         its Affiliates shall use Chopper's Pay Anyone Service, subject to such
         terms and conditions as the parties may agree. For purposes of this
         Section 3.5, it shall be deemed commercially reasonable for FDC and its
         Affiliates to use Chopper's Pay Anyone Service when, in the reasonable
         business judgment of FDC, services of equal or superior quality as
         compared to a third Person may thereby be obtained at an equal or
         lesser overall economic cost from Chopper then from such third Person.

3.5      CSP. Nothing herein shall restrict FDC or its Affiliates from hosting a
         site providing or offering Pay Anyone and/or Bill Presentment and
         Payment Services of a third party via distribution or transmission of
         computer software and/or informational content of such third party,
         where such hosting activities are generally conducted for other parties
         and the fee or consideration arrangements therefore are arms' length
         transactions of the type generally made; provided, however, that if the
         site is hosted by and for FDC or any of its Affiliates, FDC and its
         Affiliates will be required to comply with the other provisions of this
         Agreement; provided, further, that FDC or its Affiliates will not host
         a site for a third Person offering an FDC branded Pay Anyone or Bill
         Presentment and Payment product or service which would otherwise
         violate the terms of this Agreement. As used herein, "hosting" means
         the transmission or publication of another's products or services,
         which


                                    Page 17


<PAGE>   18




         may be accomplished through use of the hosting party's equipment and
         facilities, where the hosting party does not create or control the
         hosted products or services, but rather is acting as a transmitter or
         publisher of such products or services.

3.6      Bill Service Provider. If FDC or any of its Affiliates acts as a bill
         service provider for a specific Payee, FDC and its Affiliates will use
         its reasonable commercial efforts, determined in the sole judgment of
         FDC, to encourage such Payee to make available its Household Bills
         through the Bill Presentment and Payment System operated by Chopper and
         any of its Affiliates, provided that (1) such Payee has entered into a
         contract with Chopper or a reseller (including FDC) agreeing to make
         available Household Bills on the Bill Presentment and Payment System
         operated by Chopper and any of its Affiliates and (2) such Payee or
         Chopper agrees to pay all costs and expenses (including installation
         fees) associated with the presentment of any Household Bills on the
         Bill Presentment and Payment System operated by Chopper or its
         Affiliates.

4.       Chopper and FDC Joint Obligations.

4.1      Development. Whenever commercially reasonable, Chopper and FDC shall
         cooperate with each other in developing electronic invoicing and
         payment services and products for clients and prospective clients of
         FDC and its Affiliates. Any such joint development shall only be
         undertaken after execution of a written joint development agreement.
         The parties must agree in writing prior to commencing any joint
         development work. All such cooperation is on a non-exclusive basis for
         both parties, unless otherwise agreed upon in writing for a particular
         project.

4.2      Expense Savings. Within sixty (60) days after the Effective Date,
         Chopper and FDC shall determine an appropriate mechanism to calculate
         the Expense Savings. Notwithstanding the foregoing sentence, commencing
         on the first full calendar month after the Effective Date and ending
         sixty full calendar months later, Chopper shall deliver to FDC, not
         less than fifteen (15) days after the end of each calendar month, a
         detailed statement calculating the Fees and Expense Savings for the
         most recently completed calendar month.

4.3      Reseller Agreement.

         (a)   Contemporaneously with the execution of this Agreement, the
               parties shall enter into a non-exclusive reseller agreement
               substantially in the form attached hereto as Schedule 4.3(a)
               relating to the resale by FDC and its Affiliates of the Bill
               Presentment and Payment Service, Pay Anyone Service and Payment
               Processing Service of Chopper and its Affiliates to Clients.

         (b)   Pricing. The initial pricing structure for the Bill Presentment
               and Payment Service, Pay Anyone Service or Payment Processing
               Service of Chopper and its Affiliates to be resold by FDC and its
               Affiliates are set forth in Schedule 4.3(b). At least sixty (60)
               days prior to the commencement of any renewal of this Agreement,
               the parties shall in good faith renegotiate the pricing
               structure, and


                                    Page 18


<PAGE>   19



               such structure shall replace the structure then set forth on any
               Schedule 4.3(b). Chopper represents and warrants that the pricing
               for the Bill Presentment and Payment Service, Pay Anyone Service
               or Payment Processing Service to be resold by FDC are at least as
               favorable as the terms granted by Chopper or any of its
               Affiliates to any other Person. If Chopper or any of its
               Affiliates enters into any subsequent or renewal agreement with
               any other Person during the Term that provides for pricing more
               favorable than the pricing provided to FDC, FDC shall be deemed
               to receive the more favorable terms. Chopper shall notify FDC
               promptly of the existence of such more favorable pricing or
               benefits and FDC shall have the right to receive the same
               immediately. [note: the pricing schedule may be folded into the
               reseller agreement to be executed by the parties.]

          (c)  Consumer Pricing. If FDC or any of its Affiliates offers any of
               the Bill Presentment and Payment Service, Pay Anyone Service or
               Payment Processing Service provided by Chopper or its Affiliates
               to consumers, Chopper shall offer to provide FDC and its
               Affiliates such Bill Presentment and Payment Service, Pay Anyone
               Service or Payment Processing Service on at least as favorable
               terms as those provided by Chopper or any its Affiliates to any
               Person reselling or receiving a comparable service. In
               determining the price, level of service and other terms of the
               Bill Presentment and Payment Service, Pay Anyone Service or
               Payment Processing Service to be provided to FDC and its
               Affiliates, Chopper shall take into account (i) the anticipated
               volumes, (ii) the service support levels to be provided, (iii)
               the marketing commitments involved and (iv) any exclusivity
               arrangements and minimum revenue commitments either of the
               parties or their respective Affiliates are bound by.

5.       Term. This Agreement shall be effective on the Effective Date and
         shall continue for a period of five (5) years (the "Term"), unless
         earlier terminated as set forth herein or otherwise extended by
         agreement of the parties.

6.       Termination.

6.1      Change of Control. FDC may immediately terminate this Agreement if
         Chopper or any of its Affiliates enters into a transaction with a
         Specified Processor or any of its Affiliates which results in the
         Specified Processor or any of its Affiliates acquiring Chopper in
         connection with a Change of Control (a "Chopper Acquisition");
         provided, however, that in the event FDC elects to terminate this
         Agreement pursuant to this Section 6.1, then FDC shall be required to
         pay promptly 50% of the sum of all future Minimums payable pursuant to
         Section 3.2. Notwithstanding the foregoing, in the event of a Chopper
         Acquisition, Section 3.1 shall immediately terminate.

6.2      Acquisition. FDC may terminate this Agreement if Chopper or any of its
         Affiliates enters into a transaction with a Specified Processor or any
         of its Affiliates that results in Chopper or any of its Affiliates
         owning fifty percent (50%) or more of the Voting Stock of the Specified
         Processor or fifty percent (50%) or more of the consolidated assets of
         the Specified Processor (any such transactions being a "Specified
         Processor Acquisition");



                                    Page 19


<PAGE>   20

         provided, however, that in the event FDC elects to terminate this
         Agreement pursuant to this Section 6.2, then FDC shall be required to
         pay promptly 50% of the sum of all future Minimums payable pursuant to
         Section 3.1. Notwithstanding the foregoing, in the event of a
         Specified Processor Acquisition, Section 3.1 shall immediately
         terminate.

6.3      Consequences. The following provisions shall survive the termination of
         this Agreement: Sections 7, 8, 9, 10, 11, and 13, and any payment
         obligations set forth in Section 3.2 arising prior to the effective
         date of any such termination.

7.       Confidentiality.

7.1      Definition of Confidential Information. "Confidential Information"
         shall mean any information or materials that could reasonably be
         considered confidential and disclosed by either party in any form or
         medium and whether or not designated either orally, visually or in
         writing as confidential (or like designation) at the time of
         disclosure, including any data or information that is competitively
         sensitive material, and not generally known to the public, including
         products, planning information, marketing strategies, plans, finance,
         operations, customer relationships, customer profiles, sales estimates,
         business plans, and internal performance results relating to the past,
         present or future business activities of a party, their respective
         Affiliates and the customers, clients and suppliers of any of the
         foregoing, and the nature and terms of this Agreement.

7.2      Non-Disclosure Obligation.  Each party to this Agreement shall:

         (a)   safeguard the confidentiality of the disclosing party's
               Confidential Information, exercising at least the same degree of
               care as it would with its own Confidential Information of a
               similar nature, but never less than reasonable care;

         (b)   hold in confidence, and not disclose or reveal to any Person, any
               Confidential Information disclosed under this Agreement without
               the clear and express prior written consent of a duly authorized
               representative of the disclosing party; and

         (c)   not use or disclose any of the Confidential Information for any
               purpose at any time, other than for the limited purpose of
               performance under this Agreement; and

         (d)   upon the expiration or termination of this Agreement for any
               reason, promptly return to the disclosing party all Confidential
               Information (and any copies thereof) in its possession.

7.3      Exclusions. Notwithstanding the foregoing Section 7.2, the parties'
         obligations respecting confidentiality shall not apply to any
         particular information of a party that the other party can demonstrate:

         (a)   was, at the time of disclosure to it, in the public domain;

         (b)   after disclosure to it, is published or otherwise becomes part of
               the public domain through no fault of the receiving party and no
               known fault of the third party;




                                    Page 20


<PAGE>   21


         (c)   was in the possession of the receiving party at the time of
               disclosure to it without being subject to another confidentiality
               agreement;

         (d)   was received after disclosure to it from a third party who had a
               lawful right to disclose such information to it;

         (e)   was independently developed by the receiving party without
               reference to Confidential Information of the furnishing party;

         (f)   was required to be disclosed to any regulatory body having
               jurisdiction over FDC or Chopper or any of their respective
               clients; or

         (g)   that disclosure is necessary by reason of legal, accounting or
               regulatory requirements beyond the reasonable control of the
               receiving party.

7.4      In the case of any disclosure pursuant to Section 7.3(f) or 7.3(g), to
         the extent practicable, the disclosing party shall give prior notice to
         the other party of the required disclosure and shall use commercially
         reasonable efforts to obtain a protective order or an appropriate
         confidentiality agreement covering such disclosure. If such a
         protective order is obtained, such information shall continue to be
         deemed to be Confidential Information.

7.5      Irreparable Harm. Each party acknowledges that if it breaches (or
         threatens to breach) its obligations under this Section 7, the other
         party will suffer immediate and irreparable harm, it being acknowledged
         that legal remedies are inadequate. Accordingly, if a court of
         competent jurisdiction should find that a party has breached (or
         threatened to breach) any such obligations, such party shall not oppose
         the entry of an appropriate order compelling performance by such party
         and restraining it from any further breaches (or threatened breaches).

8.       Representations, Warranties and Covenants.

8.1      By Chopper.  Chopper represents, warrants and covenants to FDC as
         follows:

         (a)   Chopper is a corporation, duly organized, validly existing and in
               good standing under the laws of the State of Delaware;

         (b)   Chopper has full power and authority to execute, deliver and
               perform this Agreement;

         (c)   this Agreement has been duly authorized, executed and delivered
               by Chopper and is the legal, valid and binding obligation of
               Chopper in accordance with its terms; and

         (d)   Chopper shall perform all of its obligations set forth herein in
               a professional and workmanlike manner in accordance with the
               highest applicable industry standards.



                                    Page 21


<PAGE>   22


8.2      By FDC.  FDC represents, warrants and covenants to Chopper as follows:

         (a)   FDC is a corporation, duly organized, validly existing and in
               good standing under the laws of the State of Delaware;

         (b)   FDC has full power and authority to execute, deliver and perform
               this Agreement;

         (c)   this Agreement has been duly authorized, executed and delivered
               by FDC and is the legal, valid and binding obligation of FDC in
               accordance with its terms; and

         (d)   FDC shall perform all of its obligations set forth herein in a
               professional and workmanlike manner in accordance with the
               highest applicable industry standards.

9.       Indemnification.

9.1      By Chopper. Chopper shall indemnify, defend and hold FDC, its
         Affiliates and their respective directors, officers, employees and
         agents (collectively, the "FDC Indemnified Persons") harmless from and
         against and in respect of any and all claims, demands, losses, costs,
         expenses, obligations, liabilities, damages, recoveries and
         deficiencies, including interest, penalties, court costs and attorneys'
         fees (collectively, "Losses"), that any FDC Indemnified Person shall
         incur or suffer, that arise, result from, or relate to:

         (a)   any infringement, misappropriation or violation of any issued
               United States patent or any copyright, trade secret or other
               intellectual property rights (collectively, "Infringement
               Claims") asserted by any third Person against any FDC Indemnified
               Person relating to the services or products provided by Chopper
               or its Affiliates pursuant to this Agreement; and

         (b)   any claim by any third Person relating to the services or
               products provided by Chopper or its Affiliates pursuant to this
               Agreement, unless, and to the extent that, such claim arises, or
               is attributable to, the negligence, breach of contract, or
               unlawful act of FDC or its Affiliates.

9.2      By FDC. FDC shall indemnify, defend and hold Chopper, its Affiliates
         and their respective directors, officers, employees and agents
         (collectively, the "Chopper Indemnified Persons") harmless from and
         against and in respect of any and all Losses that any of Chopper
         Indemnified Persons shall incur or suffer, that arise, result from, or
         relate to:

         (a)   any Infringement Claim asserted by any third Person against any
               Chopper Indemnified Person relating to the services or products
               provided by FDC to Chopper or its Affiliates pursuant to this
               Agreement; and

         (b)   any claim by any third Person relating to the services or
               products provided by FDC and its Affiliates pursuant to this
               Agreement, unless, and to the extent that,


                                    Page 22


<PAGE>   23



               such claim arises, or is attributable to, the negligence, breach
               of contract, or unlawful act of Chopper or its Affiliates.

9.3      Third Party. If any indemnifiable claim by a third Person is made
         against any indemnified Person, such indemnified Person shall promptly
         provide written notice, as applicable, to Chopper or FDC of such claim;
         provided that the failure to give such notice shall not affect any
         rights of such indemnified Person hereunder except to the extent
         Chopper or FDC, as applicable, is materially prejudiced by such failure
         to give notice. By delivering written notice to such indemnified Person
         within 15 days after receipt of such indemnified Person's notice,
         Chopper, or FDC may, as applicable, or upon written request of such
         indemnified Person shall, assume the defense and/or settlement of such
         claim at its sole expense through counsel reasonably satisfactory to
         such indemnified Person, provided that:

         (a)   Chopper or FDC, as applicable, shall not permit any lien,
               encumbrance or other adverse charge upon any asset of such
               indemnified Person;

         (b)   Chopper or FDC, as applicable, shall permit such indemnified
               Person to participate in such settlement or defense through
               counsel selected by such indemnified Person at such indemnified
               Person's expense; and

         (c)   Chopper or FDC, as applicable, shall agree to promptly reimburse
               such indemnified Person for the full amount of its liability
               after final determination to the claimant provided such liability
               is indemnifiable under Section 9.

         (d)   If Chopper or FDC, as applicable, shall not have employed counsel
               to defend such claim or if such indemnified Person shall have
               reasonably concluded (with the written advice of counsel) that
               the position of such indemnified Person and Chopper or FDC, as
               applicable, may be in conflict, Chopper or FDC, as applicable,
               shall not have the right to direct the defense of any such claim
               on behalf of such indemnified Person and the reasonable legal and
               other expenses incurred by such indemnified Person shall be borne
               by Chopper or FDC, as applicable. No settlement of a claim that
               involves a remedy other than the payment of money by Chopper or
               FDC, as applicable, shall be entered into by Chopper or FDC, as
               applicable, without the prior written consent of the indemnified
               Party, which consent shall not be unreasonably withheld or
               delayed.

10.      Limitation of Liability.

10.1     A party's liability to the other party or any other Person for damages,
         injuries, losses, costs or expenses of any kind, however caused, based
         on or arising from or in connection with this Agreement, any
         termination hereof, the subject matter hereof, the performance (or
         non-performance) of any service or obligation hereunder, whether
         arising in contract or tort (including as a result of negligence or
         strict liability), and whether or not such party shall have been
         informed, or might have anticipated the possibility of any such damage,
         loss, cost or expense (collectively, "Losses and Expenses"), shall be
         limited to the direct



                                    Page 23


<PAGE>   24




         damages actually incurred by such party or Person and consequential
         damages and lost profits incurred by either party to the extent
         provided for pursuant to Section 11; provided that the aggregate
         amount required to be paid by a party hereto for all such Losses and
         Expenses shall not exceed $100,000,000. The foregoing limitations
         shall not apply to:

         (a)   payment obligations of the parties; or

         (b)   a breach of Section 7.

10.2     Mitigation. Each party shall use reasonable efforts to mitigate
         damages for which the other party is responsible.

10.3     Limitation of Actions . Neither party may assert any cause of action
         against the other party (other than third party claims) under this
         Agreement that accrued more than one (1) year prior to:

         (a)   the filing of a suit (unless arbitration proceedings based on the
               same factual allegation of facts were commenced within one year
               of the accrual of such cause of action); or

         (b)   the commencement of arbitration proceedings alleging such cause
               of action.

10.4     Express Allocation of Risks. The parties expressly acknowledge that the
         limitations contained in this Agreement represent the express agreement
         of the parties with respect to the allocation of risks between the
         parties. The parties acknowledge that but for the limitations contained
         in this Agreement, the parties would not have entered into this
         Agreement.

11.      Exclusion of Damages. NOTWITHSTANDING ANY OTHER PROVISION TO THE
         CONTRARY SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY,
         ANY OF THEIR AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
         EMPLOYEES OR AGENTS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT,
         STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST
         PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR
         CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF
         THE PARTIES REGARDLESS OF WHETHER OR NOT EITHER PARTY OR ANY OTHER SUCH
         ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
         NOTWITHSTANDING THE FOREGOING, RECOVERY MAY BE MADE OF: (I) LOST PROFIT
         AND CONSEQUENTIAL DAMAGES INCURRED BY EITHER PARTY AS A RESULT OF A
         BREACH OF SECTION 7; AND (II) LOST PROFITS ONLY FOR
         BREACHES OF SECTIONS 2.1 AND 3.1.

12.      Compliance with Laws. Each party shall comply with all applicable laws
         and regulations in its performance under this Agreement and have
         obtained all permits or licenses or registrations required to perform
         hereunder.


                                    Page 24


<PAGE>   25


13.      Miscellaneous Terms.

13.1     Further Assurances. Each party hereto agrees to cooperate with the
         other party, at such other party's request and at such other party's
         expense, to execute any and all documents or instruments, or to obtain
         any consents, in order to assign, transfer, perfect, record, maintain,
         enforce or otherwise carry out the intent of the terms of this
         Agreement.

13.2     Delays and Omissions. Except with respect to Section 10.2, no delay or
         omission to exercise any right, power or remedy accruing to a party
         upon any breach or default of a party under this Agreement shall impair
         any such right, power or remedy of any such party nor shall it be
         construed to be a waiver of any such breach or default, or an
         acquiescence therein, or of any similar breach or default thereafter
         occurring; nor shall any waiver of any single breach or default be
         deemed a waiver of any other breach or default theretofore or
         thereafter occurring. Any waiver, permit, consent or approval of any
         kind or character on the part of any such holder of any provisions or
         conditions of this Agreement must be made in writing and shall be
         effective only to the extent specifically set forth in such writing.
         All remedies, under this Agreement shall be cumulative and not
         alternative.

13.3     Amendments. Except as otherwise expressly provided herein, the
         provisions of this Agreement may be amended only by a writing signed
         by the parties hereto.

13.4     Successors and Assigns. Except as otherwise expressly provided herein,
         all covenants and agreements contained in this Agreement by or on
         behalf of any of the parties hereto shall bind and inure to the benefit
         of the respective successors and permitted assigns of the parties
         hereto, whether so expressed or not.

13.5     Final Agreement. This Agreement, together with those documents which
         are schedules and exhibits hereto, constitute the final agreement of
         the parties concerning the matters referred to herein and therein, and
         supersedes all prior and contemporaneous agreements and understandings
         concerning the matters referred to herein and therein.

13.6     Severability. Whenever possible, each provision of this Agreement shall
         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 shall be
         ineffective only to the extent of such prohibition or invalidity,
         without invalidating the remainder of this Agreement.

13.7     Descriptive Heading. The descriptive headings of this Agreement are
         inserted for convenience of reference only and do not constitute a
         part of this Agreement.

13.8     Notices. Any notices required, desired or permitted to be given
         hereunder, shall be delivered personally or sent by overnight courier
         to the following addresses (or to such other address as each party may
         specify in a notice given hereunder) or transmitted by facsimile
         transmission (with such transmission promptly confirmed by writing
         delivered personally or by overnight courier) and shall be deemed to
         have been received on the day


                                    Page 25


<PAGE>   26



         of personal delivery, one business day after delivery to the overnight
         courier service or, in the case of facsimile transmission, when
         confirmation of such facsimile is received other than by automatic
         means:

               If to FDC:
                             First Data Corporation
                             5660 New Northside Drive
                             Suite 1400
                             Atlanta, GA  30328
                             Attention:  Chairman
                             Facsimile: (770) 857-0405

                    with a copy to:

                             First Data Corporation
                             5660 New Northside Drive
                             Suite 1400
                             Atlanta, GA  30328
                             Attention: General Counsel
                             Facsimile: (770) 857-0405

                    with an additional copy to:

                             Sidley & Austin
                             Bank One Plaza
                             Chicago, Illinois 60603
                             Attention:  Frederick C. Lowinger
                                         Michael A. Gordon
                             Facsimile: (312) 853-7036



                                    Page 26


<PAGE>   27



               If to Chopper:

                             Chopper Corporation
                             4411 E. Jones Bridge Road
                             Norcross, GA  30092
                             Attention: Peter J. Kight
                             Phone:  (678) 375-1600
                             Facsimile:  (678) 375-3010
                             Email:  pkight@checkfree.com

                    with a copy to:

                             Chopper Corporation
                             4411 E. Jones Bridge Road
                             Norcross, GA  30092
                             Attention: Allen L. Shulman
                             Phone:  (678) 375-3632
                             Facsimile:  (678) 375-3633
                             Email:  ashulman@checkfree.com

                    with an additional copy to:

                             Simpson Thacher & Bartlett
                             3373 Hillview Ave.
                             Suite 250
                             Palo Alto, CA  94304
                             Attention: Daniel Clivner
                                        Richard Capelouto
                             Facsimile: (650) 251-5002

13.9     Dispute Resolution.

         (a)   In the event of a Dispute, the parties shall resolve the same in
               accordance with the terms set forth in Exhibit 13.9(a).

         (b)   Notwithstanding anything to the contrary set forth herein,
               neither party shall be required to submit any dispute or
               disagreement regarding the interpretation of any provision of
               this Agreement, the performance by either party of such party's
               obligations under this Agreement or a default hereunder to the
               mechanisms set forth in Section 13.9(a), if such submission would
               solely be seeking equitable relief. Any such judicial proceeding
               seeking equitable relief shall be brought only in a federal or
               state court located in Delaware.

         (c)   Except as necessary in a court proceeding to enforce the
               arbitration provision in Section 13.9(a) or to confirm, vacate,
               modify or correct an award rendered



                                    Page 27


<PAGE>   28


               thereunder, neither a party nor an arbitrator may disclose the
               existence, content, or results of any arbitration held pursuant
               to Section 13.9(a) without the prior written consent of all
               parties to this Agreement. In any judicial proceeding brought
               pursuant to Section 13.9(a) or 13.9(b), each party shall seek
               orders from the court that would seal or otherwise protect the
               confidentiality of the judicial and arbitration proceedings to
               the maximum extent possible.

13.10    Governing Law. THE VALIDITY, MEANING AND EFFECT OF THIS AGREEMENT SHALL
         BE DETERMINED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO
         CONTRACTS MADE AND TO BE PERFORMED IN THAT STATE.

13.11    Execution in Counterparts. This Agreement may be executed in any number
         of counterparts, each of which when so executed and delivered shall be
         deemed an original, and such counterparts together shall constitute one
         instrument.

13.12    Assignment and Change of Control. This Agreement may not be assigned or
         transferred by either party without the other party's prior written
         consent, which consent shall not be unreasonably withheld or delayed,
         except that, subject to Sections 6.1 and 6.2, this Agreement may be
         assigned by operation of law pursuant to a merger or consolidation.

13.13    Independent Contractor. The relationship of the parties shall be
         solely that of independent contractor and not that of a joint venture,
         partnership, or any other joint relationship.

13.14    Press Release; Public Announcements. Neither party or their respective
         Affiliates shall make any reference to the other party or its
         Affiliates directly or indirectly in any press release or public
         announcement without such other party's prior written consent, which
         consent shall not be unreasonably withheld or delayed.

13.15    Audits. (a) Audits of FDC. Chopper may cause an audit to be made, at
         Chopper's expense, of FDC's applicable records in order to verify the
         performance of any provision contained herein. Any such audit shall be
         conducted only by a third party independent certified public accountant
         (other than on a contingency fee basis) after prior written notice to
         FDC, and shall be conducted during regular business hours at FDC's
         offices and in such a manner as not to interfere with FDC's normal
         business activities. In no event shall an audit be made hereunder more
         frequently than once annually. The results of any such audit shall be
         subject to the nondisclosure obligations set forth in this Agreement.
         In the event that Chopper makes any claim against FDC with respect to
         such audit, Chopper hereby agrees to make available to FDC, upon
         request, the detailed results of the audit as prepared for Chopper by
         its accountant.

         (b) Audits of Chopper. FDC may cause an audit to be made, at FDC's
         expense, of Chopper's applicable records in order to verify the
         performance of any provision contained herein. Any such audit shall be
         conducted only by a third party independent certified public accountant
         (other than on a contingency fee basis) after prior written



                                    Page 28


<PAGE>   29



         notice to Chopper, and shall be conducted during regular business
         hours at Chopper's offices and in such a manner as not to interfere
         with Chopper's normal business activities. In no event shall the
         audits be made hereunder more frequently than once annually. The
         results of any such audit shall be subject to the nondisclosure
         obligations set forth in this Agreement. In the event that FDC makes
         any claim against Chopper with respect to such audit, FDC hereby
         agrees to make available to Chopper, upon request, the detailed
         results of the audit as prepared for FDC by its accountant.


                      [REMAINDER LEFT INTENTIONALLY BLANK]




                                    Page 29



<PAGE>   30


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.

                             CHOPPER CORPORATION


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


                             FIRST DATA CORPORATION


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



                                    Page 30



<PAGE>   31


                                 EXHIBIT 13.9(a)
                                 ---------------

                          DISPUTE RESOLUTION PROCEDURES


         Any controversy or claim arising out of or relating to this Agreement,
or the breach thereof, except claims for equitable relief, shall be settled by
arbitration in the State of Delaware The arbitration shall be administered by
the American Arbitration Association ("AAA") in accordance with its Commercial
Arbitration Rules, and shall be heard by a panel of three (3) arbitrators
selected in accordance with these Rules. After a demand for arbitration is made,
each party may conduct two (2) party and two (2) non-party depositions and may
further request discovery through up to thirty (30) document requests, twenty
(20) written interrogatories, and ten (10) requests for admission, and/or such
other further discovery as permitted by the arbitration panel upon request and
for good cause shown. The arbitrators may awarded damages, except the
arbitrators will have no authority to award punitive or other damages not
measured by the prevailing party's actual damages unless required by statute.
Each party shall be responsible for its own costs and expenses, except that the
arbitrators' compensation shall be taxed against the losing party. Judgment on
the award rendered by the arbitrators may be entered in any court having
jurisdiction thereof. Any judicial proceeding to enforce these Dispute
Resolution Procedures or to confirm, vacate, modify or correct an award rendered
hereunder, shall be brought in a federal or state court located in the State of
Delaware.





                                    Page 31