Exhibit 10.3
 FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT
 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT Amendment th GOLDLEAF FINANCIAL SOLUTIONS, INC. Borrower BANK OF AMERICA, N.A. Bank
of America THE PEOPLES BANK Peoples Bank WACHOVIA BANK, N.A. Wachovia Lenders
 W I T N E S S E T H:
 WHEREAS Credit Agreement
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 1. Definitions.
 2. Amendments to Credit Agreement.
 Section 1.1




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APPLICABLE
RATE Applicable Financial Covenant Section 6.2(b)
 Funded Debt to EBITDAPricing Level
    
    Ratio
    
    LIBOR Margin
    
    Base Rate Margin
    
    Commitment FeeI

    
    
    3 3.50 to 1.0
    
    
    3.00
    %
    
    
    0.50
    %
    
    
    0.625
    %II

    
    
    3 3.00 to 1.0 but < 3.50 to 1.0
    
    
    2.75
    %
    
    
    0.25
    %
    
    
    0.50
    %III
    

    
    3 2.50 to 1.0 but < 3.00 to 1.0
    
    
    2.50
    %
    
    
    0.00
    %
    
    
    0.50
    %IV
    

    
    3 1.50 to 1.0 but < 2.50 to 1.0
    
    
    2.00
    %
    
    
    0.00
    %
    
    
    0.35
    %V
    

    
    < 1.50 to 1.0
    
    
    1.375
    %
    
    
    0.00
    %
    
    
    0.25
    %
 Section 6.2(b) provided however
 EBITDA plus Schedule 2
 - 2 -




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Section 6.12
 Measurement Period
    
    Addition to EBITDAFirst Amendment Date through March 31, 2008
    
    $
    1,718,000April 1, 2008 through June 30, 2008
    
    $
    1,288,500July 1, 2008 through September 30, 2008
    
    $
    859,000October 1, 2008 through December 31, 2008
    
    $
    429,500
 RESTRICTED PAYMENT
 - 3 -




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 REVOLVING COMMITMENT
  SENIOR FUNDED DEBT
 Section 1.1
 Alogent
 First Amendment Date
 Section 6.12
 6.12 Financial Covenants.
 (a) Funded Debt to EBITDA Ratio.
 Measurement Period
    
    Funded Debt to EBITDA RatioFirst Amendment Date through March 31, 2008
    
    
    4.20 to 1.00April 1, 2008 through September 30, 2008
    
    
    4.00 to 1.00October 1, 2008 through December 31, 2008
    
    
    3.50 to 1.00January 1, 2009 through Revolving Credit
Maturity Date
    
    
    3.00 to 1.00
  (b) Fixed Charge Coverage Ratio .
 - 4 -




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(c) Capital Expenditures Capital Expenditures
 (d) Senior Funded Debt to EBITDA
 Measurement Period
    
    Senior Funded Debt to EBITDA RatioFirst Amendment Date through March
31, 2008
    
    
    3.50 to 1.00April 1, 2008 through September 30,
2008
    
    
    3.25 to 1.00October 1, 2008 through Revolving
Credit Maturity Date
    
    
    3.00 to 1.00
  Section 7.1
 (j)
 Section 7.3(e)
 (e) Convertible Seller Note
  (m)
 - 5 -




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3. Amendments to Collateral Documents.
 4. Consent. Alogent Aquisition
 5. Representations and Warranties.
    - 6 -




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6. Conditions Precedent to Effectiveness of Amendment.
       7. Condition Subsequent to Effectiveness of Amendment.
 - 7 -




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8. Guarantor Acknowledgment.
 Guarantied Obligations Obligations
   9. Effect of Amendment; No Novation.
 10. Counterparts.
 - 8 -




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11. Successors and Assigns.
 12. Governing Law.
  - 9 -




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IN WITNESS WHEREOF
 GOLDLEAF FINANCIAL SOLUTIONS, INC.,
as BorrowerBy:
    /s/ G. Lynn BoggsName:
    G. Lynn BoggsTitle:
    Chief Executive OfficerBANK OF AMERICA, N.A.,
as LenderBy:
    /s/ Shawn JanksName:
    Shawn JanksTitle:
    Senior Vice PresidentTHE PEOPLES BANK,
as LenderBy:
    /s/ Kenneth D. LumpkinName:
    Kenneth D. LumpkinTitle:
    Executive Vice PresidentWACHOVIA BANK, N.A.
as LenderBy:
    /s/ Brian L. MartinName:
    Brian L. MartinTitle:
    Senior Vice President First Amendment to  Second Amended and Restated Credit Agreement  Signature Page




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ACKNOWLEDGED AND CONSENTED
TO BY THE FOLLOWING GUARANTORS:
 GOLDLEAF TECHNOLOGIES, INC.
 By:
    
    /s/ G. Lynn BoggsName: G. Lynn BoggsTitle: Chief Executive OfficerCAPTIVA FINANCIAL SOLUTIONS, LLCBy:
    
    /s/ G. Lynn BoggsName: G. Lynn BoggsTitle: Chief Executive OfficerTOWNE SERVICES, INC.By:
    
    /s/ G. Lynn BoggsName: G. Lynn BoggsTitle: Chief Executive OfficerFORSEON CORPORATIONBy:
    
    /s/ G. Lynn BoggsName: G. Lynn BoggsTitle: Chief Executive Officer
 First Amendment to  Second Amended and Restated Credit Agreement  Signature Page




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GOLDLEAF LEASING, LLC
 By:
    
    /s/ G. Lynn BoggsName: G. Lynn BoggsTitle: Chief Executive OfficerGOLDLEAF INSURANCE, LLCBy:
    
    /s/ G. Lynn BoggsName: G. Lynn BoggsTitle: Chief Executive Officer
 First Amendment to  Second Amended and Restated Credit Agreement  Signature Page




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Patents
  Patents granted in US
 Front Counter and Back Counter Workflow Integration (Patent 7,252,224)
 U.S. Serial No.: 11/210,003
    
    Filed: 23 Aug 2005
 Patent Applications Filed
 Computer Implemented Method and Apparatus for Item Processing
 U.S. Serial No.: 09/795,670
    
    Filed: February 28, 2001
 Image Enabled Item Processing For Point Of Presentment Application
 U.S. Serial No.: 10/698,710
    
    Filed: October 31, 2003
 Real Time Image Quality Analysis and Verification
 U.S. Serial No.:  11/210,004
    
    Filed: 23 Aug 2005




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