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Exhibit 10.9  


 
 

AMENDED AND RESTATED
  EMPLOYMENT AGREEMENT    
    


        This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made by and between Nuestra Tarjeta de
Servicios, Inc., a Georgia corporation (the "Company"), and Drew W. Edwards, an individual resident of Georgia (the
"Executive"), as of this 24th day of November, 2003. 


        The
Company presently employs the Executive as its Chairman and Chief Executive Officer. The Board of Directors of the Company (the
"Board") recognizes that the Executive's contribution to the growth and success of the Company is substantial. The Board desires to provide for the
employment of the Executive which the Board has determined will reinforce and encourage the dedication of the Executive to the Company and will promote the best interests of the Company and its
shareholders. The Executive is willing to serve the Company on the terms and conditions herein provided. 



        WHEREAS,
the Company and the Executive previously entered into an Employment Agreement (the "Original Agreement") on April 9, 2003; 


        WHEREAS,
the Company has entered into a subscription agreement dated June 25, 2003 with National Commerce Bank Services, Inc., a Tennessee corporation; 


        WHEREAS,
as a condition to the closing of the transactions contemplated by the Subscription Agreement and the related attachments (the "NBC
Transactions"), the Company and the Executive have agreed to amend certain provisions of the Original Agreement; 



        In
consideration of the foregoing, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree that: 


        1.    Employment.    The Company shall employ the Executive, and the Executive shall serve the Company, as Chairman
and Chief Executive Officer upon the terms and conditions set forth herein. The Executive shall have such authority and responsibilities consistent with his position and which may be set forth in the
Company's bylaws or assigned by the Board from time to time. The Executive shall devote his full business time, attention, skill and efforts to the performance of his duties hereunder, except during
periods of illness or periods of vacation and leaves of absence consistent with Company policy. The Executive may devote reasonable periods of time to serve as a director or advisor to other
organizations, to perform charitable and other community activities, and to manage his personal investments; provided,  however, that such activities do not
materially interfere with the performance of his duties hereunder and are not in conflict or competitive with, or
adverse to, the interests of the Company. 


        2.    Term.    Unless earlier terminated as provided herein, the Executive's employment under this Agreement shall be
for a continuing term (the "Term") of three years, which shall be extended automatically (without further action of the Company or the Executive) each
day for an additional day so that the remaining term shall continue to be three years; provided,  however, that either party may at any time, by written
notice to the other, fix the Term to a finite term of three years, without further automatic
extension, commencing with the date of such notice. 


        3.    Compensation and Benefits.    



        a.     The
Company shall pay the Executive a salary at a rate of not less than $120,000.00 per annum in accordance with the salary payment practices of the Company. The Board
(or an appropriate committee of the Board) shall review the Executive's salary at least annually and may increase the Executive's base salary if it determines in its sole discretion that an increase
is 



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appropriate.
The Company shall also pay to the Executive the same amount of directors' fees, if any, that are paid to the other directors generally. 



        b.     The
Executive shall participate in a management incentive program and shall be eligible to receive quarterly bonus payments based upon achievement of targeted levels of
performance and such other criteria as the Board (or an appropriate committee of the Board) shall establish from time to time pursuant to that program. Within twelve months of the date hereof, the
Board shall establish such targeted goals. Prior to that time, the determination of any bonus amount shall be within the Board's discretion. In addition, the Board shall annually consider the
Executive's performance and determine if any additional bonus is appropriate. 



        c.     The
Executive shall participate The Company's Employee Stock Option Plan and shall be eligible for the grant of stock options, restricted stock and other awards
thereunder. 


        d.     The
Executive shall participate in all retirement, welfare, deferred compensation, life and health insurance, and other benefit plans or programs of the Company now or
hereafter applicable to the Executive or applicable generally to employees of the Company or to a class of employees that includes senior executives of the Company;  provided, however, that during any period during the Term that the Executive is subject to a Disability,
and during the 365-day period of physical or mental infirmity leading up to the Executive's Disability, the amount of the Executive's compensation provided under this Section 3
shall be reduced by the sum of the amounts, if any, paid to the Executive for the same period under any disability benefit or pension plan of the Company or any of its subsidiaries. 


        e.     The
Company shall reimburse the Executive for travel, seminar, and other expenses related to the Executive's duties which are incurred and accounted for in accordance
with the historic practices of the Company. 


        f.      The
Company shall provide to the Executive an automobile owned or leased by the Company, or in the form of an allowance of $1,500 per month, of a make and model
appropriate to the Executive's status. The Company shall also reimburse all reasonable expenses incurred by the Executive in connection with the operation and maintenance of the automobile, including
for gasoline, insurance, tires and similar items. 




        4.    Termination.    



        a.     The
Executive's employment under this Agreement may be terminated prior to the end of the Term only as follows: 



          (i)  upon
the death of the Executive; 


         (ii)  by
the Company due to the Disability of the Executive upon delivery of a Notice of Termination to the Executive; 


        (iii)  by
the Company for Cause upon delivery of a Notice of Termination to the Executive; and 


        (iv)  by
the Executive for any reason upon delivery of a Notice of Termination to the Company. 




        b.     If
the Executive's employment with the Company shall be terminated during the Term (i) by reason of the Executive's death, or (ii) by the Company for
Disability or Cause, the Company shall pay to the Executive (or in the case of his death, the Executive's estate) within fifteen days after the Termination Date a lump sum cash payment equal to the
Accrued Compensation and, if such termination is other than by the Company for Cause, the Pro Rata Bonus. 



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        c.     If
the Executive's employment with the Company shall be terminated by the Company in violation of this Agreement or by the Executive for any reason after a Change in
Control or for Good Reason following consummation of the NBC Transactions, in addition to other rights and remedies available in law or equity, the Executive shall be entitled to the following: 



          (i)  the
Company shall pay the Executive in cash within fifteen days of the Termination Date an amount equal to all Accrued Compensation and the Pro Rata Bonus; 


         (ii)  the
Company shall pay to the Executive in cash at the end of each of the thirty-six consecutive 30-day periods following the Termination Date an
amount equal to one-twelfth of the sum of the Base Amount and the Bonus Amount. 



        (iii)  for
period of three years from the Termination Date (the "Continuation Period"), the Company shall at its expense on
behalf of the Executive and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits provided (x) to the Executive at any time during the
90-day period prior to the Change in Control or at any time thereafter or (y) to other similarly situated executives who are in the employ of the Company during the Continuation
Period. The coverage and benefits (including deductibles and costs) provided in this Section 4(c)(iii) during the Continuation Period shall be no less favorable to the Executive and his
dependents and beneficiaries than the most favorable of such coverages and benefits during any of the periods referred to in clauses (x) and (y) above. The Company's obligation hereunder
with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case the Company may
reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the
Executive than the coverages and benefits required to be provided hereunder. This subsection (iii) shall not be interpreted so as to limit any benefits to which the Executive or his dependents
or beneficiaries may be entitled under any of the Company's employee benefit plans, programs or practices following the Executive's termination of employment, including without limitation, retiree
medical and life insurance benefits; and 


        (iv)  the
restrictions on any outstanding incentive awards (including stock options) granted to the Executive under any stock option or other incentive plan or arrangement
shall lapse and such incentive award shall become 100% vested, all stock options and stock appreciation rights granted to the Executive shall become immediately exercisable and shall become 100%
vested, and all stock options granted to the Executive shall become 100% vested. 




        d.     The
Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment
shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment except as provided in Section 4(c)(iii). 


        e.     In
the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the
"Code")) to the Executive or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in
connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (a
"Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code
or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as
the "Excise Tax"), then the Executive will be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the
Executive's 



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failure
to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes and the Excise Tax), including any Excise Tax imposed upon the Gross-Up
Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. 



        f.      The
severance pay and benefits provided for in this Section 4 shall be in lieu of any other severance or termination pay to which the Executive may be entitled
under any Company severance or termination plan, program, practice or arrangement. The Executive's entitlement to any other compensation or benefits shall be determined in accordance with the
Company's employee benefit plans and other applicable programs, policies and practices then in effect. 




        5.    Covenants.    



        a.     The
Executive shall not, at any time, either during the Term of his employment or after the Termination Date, use or disclose any Trade Secrets of the Company, except in
fulfillment of his duties
as the Executive during his employment, for so long as the pertinent information or data remain Trade Secrets, whether or not the Trade Secrets are in written or tangible form. 


        b.     During
the Term and for a period of two years after the Termination Date, the Executive agrees not to (a) solicit, recruit, or induce to leave, directly or
indirectly, for the Executive's own account or for any other business, any of the Company's employees with whom the Executive had direct material contact while working for the Company during any part
of the year immediately preceding the Termination Date, (b) solicit, recruit, or induce for the Executive's own account or for any other business, any of the Company's clients or customers with
whom the Executive had direct material contact while working for the Company during any part of the year immediately preceding the Termination Date, or (c) individually or through any other
business, engage directly or indirectly in any Competitive Business anywhere in the Restricted Territory, whether such engagement be as an employer, officer, director, owner, or employee in any
Competitive Business except for an investment in a public company that does not constitute more than one percent of the outstanding shares of any class of such public company. For purposes of this
Agreement, "Competitive Business" means the business of providing banking services targeted to the Latino community, and
"Restricted Territory" shall mean the counties in the State of Georgia listed on Exhibit A which
are the counties in which the Company's facilities and employees and the majority of the Company's customers are located. 


        c.     Executive
acknowledges and agrees that, given the nature of Company's business, the restrictions set forth in this Section 5 are necessary and reasonable in terms
of the activities restricted, as well as the geographic and temporal scope of such restrictions. Executive further acknowledges and agrees that if any of the provisions of Section 5 shall ever
be deemed to exceed the time, activity, geographic, or other limitations permitted by applicable law, then such provisions shall be and hereby are reformed to the maximum time, activity, geographic,
or other limitations permitted by applicable law. 




        6.    Successors; Binding Agreement.    



        a.     This
Agreement shall be binding upon and shall inure to the benefit of the Company and its Successors and Assigns, and the Company shall require any Successors and
Assigns to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken
place. 


        b.     Neither
this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive or his beneficiaries or legal representatives, except by
will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal personal representative. 



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        7.    Fees and Expenses.    The Company shall pay all legal fees and related expenses (including but not limited to
the costs of experts, accountants and counsel) incurred by the Executive as they become due as a result of (a) the Executive's termination of employment (including all such fees and expenses,
if any, incurred in contesting or disputing any such termination of employment) and (b) the Executive seeking to obtain or enforce any right or benefit provided by this Agreement; provided,
however, that the total cost of the Executive's representation shall not exceed $30,000. 



        8.    Notice.    For the purposes of this Agreement, notices and all other communications provided for in the
Agreement (including the Notice of Termination) shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage
prepaid, addressed to the respective addresses last given by each party to the other; provided, however,
that all notices to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company. All notices and communications shall be deemed to have been received on the
date of delivery thereof. 


        9.    Settlement of Claims.    The Company's obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right
which the Company may have against the Executive or others. The Company may, however, withhold from any benefits payable under this Agreement all federal, state, city, or other taxes as shall be
required pursuant to any law or governmental regulation or ruling. 



        10.    Modification and Waiver.    No provisions of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by the Executive and the Company. No waiver by any party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior
or subsequent time. 


        11.    Governing Law; Arbitration.    This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Georgia without giving effect to the conflict of laws principles thereof. Any controversy, claim or dispute arising out of or relating to this Agreement, or any breach
thereof, including without limitation any dispute concerning the scope of this arbitration clause, shall be settled by arbitration. 


        12.    Severability.    The provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. 


        13.    Entire Agreement.    This Agreement constitutes the entire agreement between the parties hereto and supersedes
all prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. 


        14.    Headings.    The headings of Sections herein are included solely for convenience of reference and shall not
control the meaning or interpretation of any of the provisions of this Agreement. 


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


        16.    Piggyback Registration Rights.    



        a.    Rights.    Subject to the provision of this Section 16, after the Company completes its Initial Public
Offering, if the Company proposes to make a registered public offering of any of its securities under the Securities Act (whether to be sold by it or by one or more third parties), other than an
offering pursuant to a demand registration or an offering registered on Form S-8, Form S-4, or comparable forms, the Company shall, not less than 45 days
prior to the proposed 



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filing
date of the registration form, give written notice of the proposed registration to the Executive, and at the written request of the Executive delivered to the Company within 15 days
after the receipt of such notice, shall include in such registration and offering, and in any underwriting of such offering, all shares of Common Stock as may have been designated in the Executive's
request. Such request must be approved by the underwriter and such approval shall not be unreasonably withheld. 



        b.    Primary Offering Reduction.    If a registration in which the Executive has the right to participate pursuant to
this Section 16 is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be sold in such offering, the Company shall include in such registration (i) first, the securities of the Company
proposed to be sold, and (ii) second, the Common Stock owned by the Executive. 



        c.    Secondary Offering Reduction.    If a registration in which the Executive has the right to participate pursuant
to this Section 16 is an underwritten secondary registration, and the managing underwriters advise the Company in writing that in their opinion the number of shares requested to be included in
such registration exceeds the number of shares which can be sold in such offering, then the Company shall include in such offering the number of shares of Common Stock owned and proposed to be sold by
the Company and by any other participants (including the Executive) proposing (and entitled) to sell
shares pursuant to such registration which the underwriters advise the Company can be sold in the offering, in proportion to the number of shares of Common Stock so requested by each of them to be
included. 




        17.    Other Registration Issues.    



        a.     The
Company shall have no obligation to include shares of Common Stock owned by the Executive in a registration statement pursuant to Section 16 hereof unless and
until the Executive has furnished the Company with all information and statements about or pertaining to the Executive in such reasonable detail as is reasonably deemed by the Company to be necessary
or appropriate with respect to the preparation of the registration statement. Whenever the Executive has requested that any shares of Common Stock be registered pursuant to Section 16 hereof,
subject to the provisions of that Section, the Company shall, as expeditiously as reasonably possible: 



          (i)  prepare
and file with the SEC a registration statement with respect to such shares and use its best efforts to cause such registration statement to become effective as
soon as reasonably practicable thereafter (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish counsel for the
Executive with copies of all such documents proposed to be filed); 


         (ii)  prepare
and file with the SEC such amendments and supplements to such registration statement and prospectus used in connection therewith as may be necessary to keep
such registration statement effective for a period of not less than nine months or until the underwriters have completed the distribution described in such registration statement, whichever occurs
first; 


        (iii)  furnish
to the Executive such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration
statement (including each preliminary prospectus), and such other documents as the Executive may reasonably request; 



        (iv)  use
its best efforts to register or qualify such shares under such other securities or Blue Sky Laws of such jurisdictions as the Executive reasonably requests (and to
maintain such registrations and qualifications effective for a period of nine months or until the 




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underwriters
have completed the distribution of such shares, whichever occurs first), and to do any and all other acts and things which may be necessary or advisable to enable the Executive or
underwriters to consummate the disposition in such jurisdictions of such shares; provided, however, that
the Company will not be required to (a) qualify generally to do business in any jurisdiction where it would not be required but for this Section 17(a)(iv), or (b) subject itself
to taxation in any such jurisdiction; provided, further,  however, that, notwithstanding anything to the
contrary in this Agreement with respect to the bearing of expenses, if any such jurisdiction shall
require that expenses incurred in connection with the qualification of such shares in that jurisdiction be borne in part or full by the Executive, then the Executive shall pay such expenses to the
extent required by such jurisdiction; 


         (v)  cause
all such shares to be listed on securities exchanges, if any, on which similar securities issued by the Company are then listed; 


        (vi)  provide
a transfer agent and registrar for all such shares not later than the effective date of such registration statements; 


       (vii)  enter
into such customary agreements (including an underwriting agreement in customary form) and take all such other actions as the Executive and underwriters
reasonably request (and subject to approval by the Company's counsel) in order to expedite or facilitate the disposition of such shares; and 




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      (viii)  make
available for inspection by the Executive, by any underwriter participating in any distribution pursuant to such registration statement, and by any attorney,
accountant or other agent retained by the Executive or underwriter, or by any such underwriter, all financial and other records, pertinent corporate documents, and properties (other than confidential
intellectual property) of the Company; provided, however, that the Company can condition delivery of any
information, records or corporate documents upon the receipt from the Executive and the underwriter and their counsel, accountants, advisors and agents, of a confidentiality agreement in form and
substance acceptable to the Company and its counsel in the exercise of their exclusive discretion. 




        b.    Holdback Agreement.    In the event that the Company effects an underwritten public offering of any of the
Company's equity securities, the Executive agrees, if requested by the managing underwriters, not to effect any sale or distribution, including any sale pursuant to Rule 144 under the
Securities Act, of any equity securities (except as part of such underwritten offering) during the 180-day period commencing with the effective date of the registration statement for such
offering. 


        c.    Shareholder Expenses.    If, pursuant to Section 16 hereof, shares of Common Stock owned by the Executive
is included in a registration statement, then the Executive shall pay all transfer taxes, if any, relating to the sale of his shares, the fees and expenses of his own counsel, and his pro rata portion
of any underwriting discounts, fees or commissions or the equivalent thereof. 



        d.    The Company's Expenses.    Except for the fees and expenses specified in Section 17(c) hereof and except
as provided below in this Section 17(d), the Company shall pay all expenses incident to the registration and to the Company's performance of or compliance with this Agreement, including,
without limitation, all registration and filing fees, fees and expenses of compliance with securities or Blue Sky Laws, underwriting discounts, fees and commissions (other than the Executive's pro
rata portion of any underwriting discounts or commissions or the equivalent thereof), printing expenses, messenger and delivery expenses, and fees and expenses of counsel for the Company and all
independent certified public accountants and other persons retained by the Company. If the Company shall previously have paid, pursuant to this Section 17(d), the expenses of a registration,
then the Executive shall pay all expenses described in this Section 17(d) (but not expenses described in Section 17(e) hereof). 


        e.    Other.    With respect to any registration pursuant to Section 16 hereof, the Company shall pay its
internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties) and the expenses and fees for listing the securities to
be registered on exchanges on which similar securities issued by the Company are then listed. 



        f.    Indemnity.    In the event that any shares of Common Stock owned by the Executive is offered or sold by means of
a registration statement pursuant to Section 16 hereof, the Company agrees to indemnify and hold harmless the Executive and each person, if any, who controls or may control the Executive within
the meaning of the Securities Act (the Executive and any such other persons being hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and
against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including, without limitation, interest, penalties, and reasonable attorneys
fees and disbursements, asserted against, resulting to, imposed upon or incurred by such Indemnified Person, jointly or severally, directly or indirectly (hereinafter referred to in this
Section 17(f) in the singular as a "claim" and in the plural as "claims"), based upon, arising out of, or resulting from any untrue statement or alleged untrue statement of a material fact
contained in the registration statement, any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incident to registration or 



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qualification
of any such shares, or any omission or alleged omission to state therein a material fact necessary to make the statements made therein, in the light of the circumstances under which they
were made, not misleading, or any violation by the Company of the Securities Act of any state securities or Blue Sky Laws, except insofar as such claim is based upon, arises out of or results from
information developed or certified by the Executive for use in connection with the registration statement or arises out of or results from the omission of information known to the Executive prior to
the violation or alleged violation; provided, however, that the maximum amount of liability in respect
of such indemnification shall be limited, in the case of the Company, to an amount equal to the net proceeds actually received by the Company from the sale of such shares effected pursuant to such
registration. 




        The
Executive agrees to indemnify and hold harmless the Company, its officers and directors, and each person, if any, who controls or may control the Company within the mean of the
Securities Act (the Company, its officers and directors, and any such persons also being hereinafter referred to individually in this context as an "Indemnified Person" and collectively as
"Indemnified Persons") from and against all claims based upon, arising out of, or resulting from any untrue statement of a material fact contained in the registration statement, or any omission to
state therein a material fact necessary in order to make the statement made therein, in the light of the circumstances under which they were made, not misleading, to the extent that such claim is
based upon, arises out of, or results from information developed or certified by the Executive for use in connection with the registration statement or arises out of, or results from an omission of
information known to the Executive prior to the violation or alleged violation. 


        The
indemnifications set forth herein shall be in addition to any liability the Company or the Executive may otherwise have to the Indemnified Persons. Promptly after actually receiving
definitive notice of any claim in respect of which an Indemnified Person may seek indemnification under this Section 17(f), such Indemnified Person shall submit written notice thereof to either
the Company or the Executive, as the case may be (sometimes being hereinafter referred to as an "Indemnifying Person"). The omission of the Indemnified Person so to notify the Indemnifying Person of
any such claim shall not relieve the Indemnifying Person from any liability it may have hereunder except to the extent that (a) such liability was caused or increased by such omission, or
(b) the ability of the Indemnifying Person to reduce such liability was materially adversely affected by such omission. In addition, the omission of the Indemnified Person to notify the
Indemnifying Person of any such claim shall not relieve the Indemnifying Person from any liability it may have otherwise than hereunder. The Indemnifying Person shall have the right to undertake, by
counsel or representatives of its own choosing, the defense, compromise or settlement (without admitting liability of the Indemnified Person) of any such claim asserted, such defense, compromise or
settlement to be undertaken at the expense and risk of the Indemnifying Person, and the Indemnified Person shall have the right to engage separate counsel, at its own expense, whom counsel for the
Indemnifying Person shall keep informed and consult with in a reasonable manner. In the event the Indemnifying Person shall elect not to undertake such defense by its own representatives, the
Indemnifying Person shall give prompt written notice of such election to the Indemnified Person, and the Indemnified Person shall undertake the defense, compromise or settlement (without admitting
liability of the Indemnified Person) thereof on behalf of and for the account and risk of the Indemnifying Person by counsel or other representatives designed by the Indemnified Person. In the event
that any claim shall arise out of a transaction or cover any period or periods wherein the Company and the Executive shall each be liable hereunder for part of the liability or obligation arising
therefrom, then the parties shall, each choosing its own counsel and bearing its own expenses, defend such claim, and no settlement or compromise of such claim may be made without the joint consent or
approval of the Company and the Executive. Notwithstanding the foregoing, no Indemnifying Person shall be obligated hereunder with respect to amounts paid in settlement or any claim if such settlement
is effected without the consent of such Indemnifying Person (which consent shall not be unreasonably withheld). 


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        18.    Definitions.    For purposes of this Agreement, the following terms shall have the following meanings: 



        a.     "Accrued
Compensation" shall mean an amount which shall include all amounts earned or accrued through the Termination Date but not paid as of the Termination Date
including (i) base salary, (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date,
and (iii) bonuses and incentive compensation (other than the Pro Rata Bonus). 


        b.     "Securities
Act" shall mean the Securities Act of 1933. 


        c.     "Base
Amount" shall mean the greater of the Executive's annual base salary (i) at the rate in effect on the Termination Date or (ii) at the highest rate in
effect at any time during the 90-day period prior to the Change in Control, and shall include all amounts of his base salary that are deferred under the qualified and
non-qualified employee benefit plans of the Company or any other agreement or arrangement. 


        d.     "Board"
shall have the meaning set forth in the recitals. 


        e.     "Bonus
Amount" shall mean the greater of (i) the most recent annual bonus paid or payable to the Executive, or, if greater, the annual bonus paid or payable for
the full fiscal year ended prior to the fiscal year during which a Change in Control occurred or (ii) the average of the annual bonuses paid or payable during the three full fiscal years ended
prior to the Termination Date or, if greater, the three full fiscal years ended prior to the Change in Control (or, in each case, such lesser period for which annual bonuses were paid or payable to
the Executive). 


        f.      The
termination of the Executive's employment shall be for "Cause" if it is a result of: 



          (i)  any
act that (A) constitutes, on the part of the Executive, fraud, dishonesty, gross malfeasance of duty, or conduct grossly inappropriate to the Executive's
office, and (B) is demonstrably likely to lead to material injury to the Company or resulted or was intended to result in direct or indirect gain to or personal enrichment of the Executive; or 


         (ii)  the
conviction (from which no appeal may be or is timely taken) of the Executive of a felony; 




provided, however, that in the case of clause (i) above, such conduct shall not constitute Cause: 



        (iii)  unless
(A) there shall have been delivered to the Executive a written notice setting forth with specificity the reasons that the Board believes the Executive's
conduct constitutes the criteria set forth in clause (i), (B) the Executive shall have been provided the opportunity to be heard in person by the Board (with the assistance of the
Executive's counsel if the Executive so desires), and (C) after such hearing, the termination is evidenced by a resolution adopted in good faith by at least a majority of the members of the
whole Board (other than the Executive); or 


        (iv)  if
such conduct (A) was believed by the Executive in good faith to have been in or not opposed to the interests of the Company, and (B) was not intended
to and did not result in the direct or indirect gain to or personal enrichment of the Executive. 




        g.     A
"Change in Control" shall mean the occurrence during the Term of any of the following events: 



          (i)  An
acquisition of any voting securities of the Company (the "Voting Securities") by any "Person" (as the term person is used for purposes of Section 13(d) or
14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")) immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under
the 




10







 


Exchange
Act) of 20% or more of the combined voting power of the Company's then outstanding Voting Securities; provided,  however, that in determining whether a
Change in Control has occurred, Voting Securities which are acquired in a "Non-Control Acquisition"
(as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control, and the consummation of the NBC Transactions shall not be deemed to be a Change in Control. A
"Non-Control Acquisition" shall mean an acquisition by (1) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any
corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a "Subsidiary"), (2) the Company
or any Subsidiary, or (3) any Person in connection with a "Non-Control Transaction" (as hereinafter defined). 


         (ii)  The
individuals who, as of the date of this Agreement, are members of the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that if the election, or nomination for election by the Company's
shareholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member
of the Incumbent Board; provided, further, however, that
if the election, or nomination for election, of any new director is approved pursuant to the terms contained in the NBC Transactions, such new director shall, for purposes of this Agreement, be
considered a member of the Incumbent Board; provided, further,  however, that no individual shall be
considered a member of the Incumbent Board if such individual initially assumed office as a result of either an
actual or threatened "Election Contest" (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or 


        (iii)  Approval
by shareholders of the Company of: 



	(A)
	A
merger, consolidation or reorganization involving the Company, unless



	(B)
	the
shareholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly, immediately following such merger, consolidation or
reorganization, at least a majority of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation or reorganization (the "Surviving
Corporation") in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization, and



	(C)
	the
individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at
least a majority of the members of the Board of the Surviving Corporation; 







(A
transaction described in clauses (x) and (y) shall herein be referred to as a "Non-Control Transaction"); or 



	(D)
	A
complete liquidation or dissolution of the Company; or



	(E)
	An
agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary). 







        (iv)  Notwithstanding
anything contained in this Agreement to the contrary, if the Executive's employment is terminated prior to a Change in Control and the Executive
reasonably demonstrates that such termination (A) was at the request of a third party who has 




11







 


indicated
an intention or taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control (a "Third Party") or (B) otherwise occurred in connection with,
or in anticipation of, a Change in Control which actually occurs, then for all purposes of this Agreement, the date of a Change in Control with respect to the Executive shall mean the date immediately
prior to the date of such termination of the Executive's employment. 




        h.     "Continuation
Period" shall have the meaning ascribed to it in Section 4(c)(iii). 


        i.      "Disability"
shall mean a physical or mental infirmity which impairs the Executive's ability to substantially perform his duties with the Company for a period of 180
consecutive days, as determined by an independent physician selected with the approval of both the Company and the Executive. 


        j.      "Good
Reason" shall mean in the absence of a written consent of the Executive: 



          (i)  the
assignment to the Executive of any duties inconsistent in any material respect with the Executive's position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated by Section 1 of this Agreement, or any other action by the Company which results in a material diminution in such position,
authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt
of notice thereof given by the Executive; 


         (ii)  any
material failure by the Company to comply with any of the provisions of Section 3 of this Agreement, other than an isolated, insubstantial and inadvertent
failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; 


        (iii)  the
Company's requiring the Executive to be based at an office or location more than 35 miles from its primary office as of the date of this Agreement; 



        (iv)  any
purported termination by the Company of the Executive's employment otherwise than as expressly permitted by this Agreement; or 


         (v)  any
failure by the Company to comply with and satisfy Section 6(a) of this Agreement. 




        k.     "Notice
of Termination" shall mean a written notice of termination from the Company or the Executive which specifies an effective date of termination, indicates the
specific termination provision in this Agreement relied upon, and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment
under the provision so indicated. 


        l.      "Initial
Public Offering" shall mean the closing of the first public offering of the Company's Common Stock registered under the Securities Act in which aggregate
proceeds to the Company, net of all underwriting discounts and commissions and other expenses of issuance and distribution as stated in the prospectus relating to such offering, are equal to at least
$10,000,000. 


        m.    "Pro
Rata Bonus" shall mean an amount equal to the Bonus Amount multiplied by a fraction the numerator of which is the number of days in the fiscal year through the
Termination Date and the denominator of which is 365. 


        n.     "Successors
and Assigns" shall mean a corporation or other entity acquiring all or substantially all the assets and business of the Company (including this Agreement),
whether by operation of law or otherwise. 



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        o.     "Termination
Date" shall mean, in the case of the Executive's death, his date of death, and in all other cases, the date specified in the Notice of Termination. 



        p.     "Trade
Secrets" shall mean any information, including but not limited to technical or non-technical data, a formula, a pattern, a compilation, a program, a
device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, information on customers, or a list of actual or potential customers or suppliers, which:
(i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its
disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. 



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        IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed and its seal to be affixed hereunto by its officers thereunto duly authorized by a unanimous vote of the whole
Board (other than the Executive), and the Executive has signed and sealed this Agreement, effective as of the date first above written. 



	NUESTRA TARJETA DE SERVICIOS, INC.	 	EXECUTIVE
	

By:	
 	

/s/  CHEZ ECHEVERRI      
	
 	

/s/  DREW W. EDWARDS      

	Name:	 	Chez Echeverri	 	Drew W. Edwards
	Title:	 	Secretary	 	 	 	 




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Exhibit A

Restricted Territory  


Fulton
County

Gwinnett County 


15











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AMENDED AND RESTATED EMPLOYMENT AGREEMENT