<PAGE>

                                                                    EXHIBIT 4.42

                             GUARANTEE AND INDEMNITY

THIS AGREEMENT made the 5/th/ day         of April        2002

BETWEEN TRINTECH GROUP PLC having its registered office at Trintech Building,
South County Business Park, Leopardstown, Dublin 18 (hereinafter called the
"Guarantor") of the one part and THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
having its principal office at Lower Baggot Street, Dublin 2 (hereinafter called
the "Bank") of the Other Part.

WHEREAS:

The Guarantor has requested the Bank, and the Bank has agreed, to grant and/or
continue granting financial accommodation to TRINTECH TECHNOLOGIES LIMITED
having its registered office at Trintech Building, South County Business Park,
Leopardstown, Dublin 18 (hereinafter called the "Company") subject to the
Guarantor executing a Guarantee in favour of the Bank on the terms and
conditions hereinafter appearing.

NOW IN CONSIDERATION of the premises and for other good and valuable
consideration (the receipt of which is hereby acknowledged) IT IS HEREBY AGREED
AS FOLLOWS:-

1.       This guarantee shall be in addition to and not in substitution for any
         other guarantee for the Company given to the Bank by the Guarantor or
         any other person.

2.       This guarantee shall be in addition to and shall not be in any way
         prejudiced or affected by any collateral or other security now or
         hereafter held by the Bank for all or any part of the liabilities
         hereby guaranteed.

3.       The Guarantor HEREBY AGREES with the Bank at all times hereafter to be
         answerable and responsible for and HEREBY UNCONDITIONALLY GUARANTEES as
         a continuing obligation to pay to the Bank on demand all sums of money
         (hereinafter called the "ultimate balance") which are now or shall at
         any time be owing or remain unpaid to the Bank anywhere from or by the
         Company whether as principal or surety and whether solely or jointly
         with any other party, upon current overdraft accounts, promissory notes
         or bills discounted or paid and other loans, credits, leases,
         indemnities or advances made to or for the accommodation or at the
         request of the Company solely or jointly as aforesaid whether for
         actual or contingent liability or any liabilities incurred by the
         Company in connection with foreign exchange transactions or any
         liability in connection with interest and currency hedging and swap
         agreements, forward rate agreements, interest and currency futures or
         options, interest rate caps, interest rate floors, interest rate
         collars, gilt and cash options and any other forms of financial
         instruments or pursuant to any guarantees, indemnities or on any other
         account or in respect of money which the Company is or shall become
         liable to pay to the Bank in any manner whatsoever together with in all
         the cases aforesaid, all interest, as well after as before any demand
         or judgement, discount and other bankers' charges including legal
         charges occasioned by the preparation, negotiation and execution of
         this guarantee or as otherwise may be incident to this or any other
         security held by or offered to the Bank for the ultimate balance or by
         or to the enforcement of any

1

<PAGE>

         such security and any liability to stamp duty or any other duties, (up
         to an amount of IR(pound)150) (all such monies being hereinafter
         referred to as "the Company's liabilities") on a full and unqualified
         indemnity basis save and except any part of the Company's liabilities,
         the securing of which would contravene the provisions of Section 31 of
         the Companies Act 1990 as the same be amended, extended or re-enacted
         from time to time or any equivalent or like provision of law and HEREBY
         UNCONDITIONALLY AGREES TO INDEMNIFY the Bank against any losses which
         are incurred by the Bank as a result of the failure by the Company to
         discharge to the Bank when due those liabilities undertaken by it.

4.       In particular but without prejudice to the generality of the foregoing
         it is expressly AGREED by the Guarantor with the Bank that if the
         Company shall make default in payment when due of any sum on account of
         principal, interest or other amount on or in respect of the Company's
         liabilities (hereinafter together called "Monies") the Guarantor will
         pay (subject as hereinafter provided) the amount thereof to the Bank
         forthwith upon demand being made therefor in writing Provided that in
         case of default by the Company in payment of interest the Guarantor
         will pay to the Bank in respect thereof such increased amount so that
         the net amount thereof accruing to the Bank after allowing for any tax
         generally chargeable on profits of the Bank shall be equal to the
         amount which would have accrued to the Bank if it had been paid the net
         interest by the Company after such tax and the Guarantor hereby agrees
         to pay such increased amount as aforesaid forthwith upon demand being
         made therefor in writing by the Bank and to indemnify the Bank in
         respect of any such tax liability as aforesaid.

5.       Notwithstanding any other provision is this Guarantee the total amount
         recoverable shall be limited to the sum of (euro)2,539,000 (Two
         Million, Five Hundred and Thirty Nine Thousand Euro).

6.       A certificate in writing signed by any duly authorised officer of the
         Bank stating the amount at any particular time due and payable by the
         Guarantor to the Bank hereunder shall (save for manifest error) be
         conclusive evidence as against the Guarantor.

7.       This guarantee shall not be considered as satisfied by any intermediate
         payment or satisfaction of the whole or any part of any sum or sums of
         money owing as aforesaid but shall be a continuing security and shall
         extend to cover any sum or sums of money which shall for the time being
         constitute the balance due from or unpaid by the Company to the Bank
         upon any such account or accounts as aforesaid.

8.       The Bank shall be at liberty without thereby affecting its rights
         hereunder at any time at its absolute discretion and with or without
         the assent or knowledge of the Guarantor:

         (1)   to give time to the Company for the payment of any Monies;

         (2)   to neglect or forbear to enforce payment of any Monies and
               (without prejudice to the foregoing) to grant any indulgence or
               forbearance to and to fail to assert or to delay in asserting any
               right or remedy against the Company or to delay in pursuing any
               rights or remedies against the Company;

2

<PAGE>

         (3)   to accept vary exchange renew abstain from perfecting or release
               any security or securities now held or to be held by the Bank for
               or on account of any Monies or other obligations of the Company;

         (4)   to amend, vary, add to or substitute the terms on which the Bank
               extends financial accommodation to the Company;

         (5)   to compound with accept compositions from and make any other
               arrangements with the Company;

         (6)   to vote for or against any composition offered or made by the
               Company or any person or Company in any winding up, bankruptcy,
               examination or arrangement matter whether outside or under the
               control of the Court or give up therein any security; and

         (7)   to do or omit to do anything which but for this provision might
               operate so as to exonerate or discharge the Guarantor from any of
               its obligations under this Guarantee.

9.       The liability of the Guarantor hereunder shall be as sole or primary
         obligor and not merely as surety and shall not be impaired or
         discharged by reason of any of the matters hereinbefore referred to or
         any other act or omission whereby the liability of the Guarantor would
         have been discharged if it had not been principal debtor and the
         Guarantor hereby waives all or any of its rights as surety which may at
         any time be inconsistent with any of the provisions of these presents.
         The obligations of the Guarantor shall be enforceable regardless of the
         validity regularity or enforceability of the obligations of the Company
         to the Bank.

10.      In the event of this guarantee ceasing from any cause whatsoever to be
         binding as a continuing security on the Guarantor:-

         (a)   all cheques, orders for payment, drafts, bills, notes and
               negotiable instruments or securities drawn, made, endorsed or
               accepted by or for the account of the Company on the Bank or its
               agents and purporting to be dated on or before the date when the
               guarantee ceases to be a continuing security ("the discontinuance
               date") although presented to or paid by the Bank or its agents
               after the discontinuance date; and

         (b)   all liabilities of the Company to the Bank at the discontinuance
               date whether certain or contingent or whether payable forthwith
               or at some future time or times and also all credits then
               established by the Bank for the Company

         shall remain payable by the Guarantor under this guarantee
         notwithstanding that the guarantee shall have ceased to be binding as a
         continuing security and the Bank shall be at liberty without thereby
         affecting its rights hereunder to open a fresh account or accounts or
         to continue any then existing account or accounts with the Company and
         no money paid from time to time into any such account or accounts by or
         on behalf of the Company and subsequently drawn out by the Company
         shall on settlement of any claim in respect of this guarantee be
         appropriated towards or have the effect of payment of any part of the
         Monies due from or unpaid by the Company or of the interest thereon at
         the time of this guarantee ceasing to be so binding as a continuing
         security unless the party

3

<PAGE>

         paying in the money shall at the time of payment in writing direct the
         Bank specially to appropriate it to that purpose.

11.      Demands under this guarantee may be made from time to time and may be
         withdrawn and subsequently made again and the liabilities and
         obligations of the Guarantor under this guarantee may be enforced
         irrespective of:

         (a) whether any demands, steps or proceedings are being or have been
             taken against the Company or any third party; or

         (b) whether or in what order any security to which the Bank may be
             entitled in respect of the ultimate balance is enforced.

         In any case where the liability of the Company to the Bank is in
         respect of a liability of the Bank incurred on behalf of the Company
         which is contingent a demand for payment of any such liability may be
         made by the Bank at any time on the Guarantor for an amount not
         exceeding the likely maximum amount as determined by the Bank of that
         liability; notwithstanding that at the time of such demand the Bank has
         not been called upon to make payment on behalf of or in respect of the
         Company. In the case that any amount so paid by the Guarantor to the
         Bank hereunder shall exceed the amount of the liability actually
         incurred by the Bank upon crystallisation of such contingent liability
         the Bank shall refund such excess amount together with any interest
         that would have accrued thereon had a similar amount been placed on
         deposit with the Bank for a similar period of time.

         In the event of any demand being made under this guarantee, the Bank
         may continue its account(s) with the Company notwithstanding the
         calling in of the Guarantor's liability in respect of the amount due
         from the Company at the date when the calling in takes effect and such
         amount due shall remain regardless of any subsequent dealings in any
         such account(s).

12.      These presents shall be in addition to and shall not be in any way
         prejudiced or affected by any collateral or other security now or
         hereafter held by the Bank for the Company's liabilities nor shall any
         such collateral or other security or any lien to which the Bank may be
         otherwise entitled or the liability of any person not party hereto in
         respect of all or any of the Monies be in any wise prejudiced or
         affected by these presents.

13.      The Guarantor HEREBY WARRANTS that it has not and AGREES that it will
         not in respect of any Monies take from the Company or its subsidiaries
         either directly or indirectly without the consent in writing of the
         Bank any promissory note bill of exchange mortgage charge debenture or
         other counter security whereby the Guarantor or any person claiming
         through it by endorsement assignment or otherwise would or might on the
         insolvency of the Company or examination by an examiner of or any
         analogous proceedings in relation to the Company and to the prejudice
         of the Bank increase the proofs in such insolvency or examination by an
         examiner of or any analogous proceedings in relation to the Company or
         diminish the assets distributable amongst the creditors of the Company.
         As regards any such counter security as aforesaid which the Guarantor
         may have taken or may take with written consent as aforesaid the same
         shall be held on trust for the Bank and shall be a security to the Bank
         for the fulfilment of the obligations of the Guarantor hereunder and
         shall be forthwith deposited by the Guarantor with the


4

<PAGE>

         Bank for that purpose and the Guarantor will account to the Bank for
         all monies at any time received by the Guarantor in respect thereof.

14.      Until all sums owing by the Company or the Guarantor on any account to
         the Bank have been paid or satisfied in full in accordance with this
         Guarantee.The Guarantor shall not be entitled to claim any set-off or
         counter-claim against the Company or claim or prove in competition with
         the Bank in respect of any payment by the Guarantor hereunder.

15.      For the purpose of enabling the Bank to sue the Company or prove
         against it or prove in the bankruptcy, winding up of, insolvency or
         examination by an examiner of or any analogous proceedings in relation
         to the Company for the whole of the Monies or to preserve intact the
         liability of any other party, the Bank may at any time place and keep
         for such time as it may think prudent any money received, recovered or
         realised hereunder on one or more separate or suspense accounts to the
         credit either of the Guarantor or of such other party as it shall think
         fit without any intermediate obligation on the part of the Bank to
         apply the same or any part thereof in or towards the discharge of the
         ultimate balance owing as aforesaid and without any intermediate right
         on the part of the Guarantor to sue the Company or prove in the
         insolvency or winding-up of or in the examination by an examiner of or
         any analogous proceedings in relation to the Company in competition
         with the Bank or so as to diminish any dividend or other advantage that
         would or might come to the Bank or so as to treat the liability of the
         Company as diminished.

16.      No assurance, security or payment which may be avoided or proves to
         have been for any reason invalid under any enactments relating to
         bankruptcy or under the provisions of any other law governing the
         Company or the Guarantor or any other person from whom the Bank
         receives any assurance, security or payment and no release, settlement,
         discharge, composition or arrangement which may have been given or made
         on the faith of any such assurance, security or payment shall prejudice
         or affect the Bank's right to recover from the Guarantor to the full
         extent of this guarantee as if such assurance, security, payment,
         release, settlement, discharge, composition or arrangement (as the case
         may be) had never been granted, given or made. The Bank shall be at
         liberty to retain any security held for the Guarantor's liability
         hereunder for a period of seven months after the repayment of all sums
         that are or may become due to the Bank from the Company notwithstanding
         any release, settlement, discharge or arrangement given or made by the
         Bank provided that if at any time within the period of six months after
         such repayment either a bankruptcy petition shall be presented against
         the Company or a petition shall be presented to a competent Court for
         an Order for the winding up of the Company or the Company shall
         commence to be wound up voluntarily or if a petition is presented
         before any competent Court or an Order is made or notice published or
         issued by any competent Court or any analogous proceedings or action is
         taken in connection with the appointment of an examiner, administrator,
         administrative receiver, trustee or any similar officer to the Company
         or to a Related Company of the Company. The Bank shall be at liberty to
         continue to retain such security or any part thereof for and during
         such further period as the Bank may determine in which event such
         security shall be deemed to have continued to have been held by the
         Bank as security for the payment to the Bank of all or any sums which
         shall or may become due and owing to the Bank from and by the Guarantor
         either by virtue of the provisions of this guarantee or as a
         consequence of any Order made by a competent Court under any provisions
         of bankruptcy or company law.

5

<PAGE>

         For the purposes of this clause 16, Related Company has the meaning
         ascribed to it in Section 4 (5) of the Companies (Amendment) Act, 1990.

17.      This guarantee shall not be discharged nor shall the Guarantor's
         liability be affected by any reduction occurring in, or other
         arrangement being made relating to the Company's liabilities or any of
         them to the Bank as a result of any arrangement or composition, made
         pursuant to any of the provisions of the Companies (Amendment) Act,
         1990 or any analogous provisions or made pursuant to any proceedings or
         actions whatsoever and whether or not following the appointment of an
         administrator, administrative receiver, trustee, liquidator, receiver
         or examiner or any similar officer to the Company or over all or a
         substantial part of the assets (as the case may be) of the Company and
         the Guarantor hereby agrees with and to the Bank that the amount
         recoverable by the Bank from the Guarantor hereunder will be and will
         continue to be the full amount which would have been recoverable by the
         Bank from the Company in respect of the Company's liabilities and any
         of them had no such arrangement or composition as aforesaid been
         entered into.

18.      In respect of the Guarantor's liability hereunder the Bank shall have a
         lien on all securities or other property of the Guarantor held by the
         Bank whether for safe custody or otherwise. The Bank shall be further
         entitled (as well before as after demand hereunder) to set off and
         apply any credit balance in any account of the Guarantor with the Bank
         (whether current or otherwise or subject to notice or not) against and
         in or towards satisfaction of the liability of the Guarantor to the
         Bank hereunder and to debit any account of the Guarantor with any sums
         payable hereunder. The Bank shall not be obliged to exercise any right
         given to it by this Clause 18.

19.      This Guarantee shall not be discharged nor shall the Guarantor's
         liability be affected by reason of any failure or irregularity, defect
         or informality, in any security given by or on behalf of the Company in
         respect of the Monies or liabilities hereby secured nor by any legal
         limitation, or by the liquidation or insolvency or examination by an
         examiner of or any analogous proceedings in relation to the Company or
         the Guarantor, disability, incapacity or want of any borrowing powers
         of or by the Company or want or authority of any director, manager,
         official or other person appearing to be acting for the Company in any
         manner in respect of the Monies or liabilities hereby secured or any
         circumstances which renders the liability of the Company void or
         unenforceable and such Monies or liabilities will be recoverable by the
         Bank from the Guarantor as sole, original and independent obligor upon
         first written demand by way of full indemnity together with all losses,
         claims, costs, charges and expenses to which the Bank may be subject or
         which it may incur in connection with the Company's liabilities or this
         Guarantee.

20.      Should there be any change, accession or addition in or to the Company
         this Guarantee shall remain effective as fully as if the person or
         persons constituting such body at the date of the Company's default or
         at any time previously was or were the same as at the date hereof.

21.      The Guarantor shall promptly upon demand by the Bank reimburse the Bank
         for the out of pocket charges and expenses (together with value added
         tax or any similar tax thereon and including the fees and expenses of
         legal advisers to the Bank) incurred by the Bank in connection with:

6

<PAGE>

         (a)  the negotiation, preparation and execution of this Guarantee and
              any other documents referred to herein; and

         (b)  the negotiation, preparation and execution of all letters and
              documents ancillary to or amending or supplementing any thereof.

22.      The Guarantor shall pay or (as the case may be) indemnify the Bank
         against any and all stamp, registration and similar taxes or charges
         which may be payable in connection with the entry into, performance or
         enforcement of this Guarantee or any document referred to herein
         (including penalties for late payment).

23.      The Guarantor HEREBY further AGREES with the Bank to keep the Bank
         fully and effectively indemnified against any and all losses damages
         costs claims charges and expenses incurred by the Bank pursuant to or
         in connection with this Guarantee and to pay the same on demand in
         writing from the Bank together with interest from the date of such
         demand until payment at a rate for each consecutive period of three
         months equal to 2% above the cost expressed as a rate per cent per
         annum of funds of an amount equivalent to the amount of such losses
         damages claims costs charges and expenses at 11.00 a.m. (Brussels Time)
         on the first day of that period of three months on the Euro Interbank
         Market, such interest to accrue from day to day as well after as before
         any judgment.

24.      The Guarantor HEREBY WARRANTS and REPRESENTS to the Bank that:

         (1)  the execution and delivery of these presents will not contravene
              any provisions of law now in effect nor of the Memorandum or
              Articles of Association (or Bye-Laws or other relevant corporate
              documents) of the Guarantor nor any agreement indenture note or
              other instrument which is binding upon the Guarantor;

         (2)  the Guarantor has full power to execute and deliver these presents
              and to perform its obligations hereunder and that, such actions
              have been duly authorised by all necessary corporate action; and

         (3)  the Guarantor has obtained all such consents or approvals or
              exemptions by any governmental or public body or authority which
              are required to authorise or are required in connection with the
              execution delivery or performance of these presents or the taking
              of any action hereby contemplated.

25.      The Guarantor HEREBY UNDERTAKES to the Bank that it will ensure that
         its obligations under this Guarantee constitute, and will constitute,
         its direct, unconditional, irrevocable and general obligations (subject
         to the availability of equitable remedies being in the discretion of
         the relevant court) and that all of its obligations under this
         guarantee are of the same rank, and will rank, at least pari passu with
         all of its other unsecured obligations and liabilities (including
         contingent liabilities) except that those obligations mandatorily
         preferred by applicable law; and

26.      The Guarantor HERBY UNDERTAKES that save with the prior written consent
         of the Bank, it will not create or permit to subsist any charge, lien
         or other encumbrance over any of its assets except for any charge, lien
         or encumbrance created over any of its assets the aggregate book value
         of which does not exceed

7

<PAGE>

         20% of the cash and cash equivalents, restricted cash and marketable
         securities (hereafter referred to as "the Cash Resources") of the
         Guarantor (less the amount of (euro)2.5 million) (euro two million,
         five hundred thousand) and shall procure that none of its subsidiary or
         associate companies will create or permit to exist any charge, lien or
         other encumbrance over any of its assets the aggregate book value of
         which exceeds 20% of the Cash Resources of the Guarantor (less the
         amount of (euro)2.5 million) (euro two million, five hundred thousand).

27.      All payments to be made hereunder by the Guarantor shall be made to the
         Bank in such manner as the Bank may direct and in the same currency as
         the relative payments were due to be made by the Company without any
         set-off or counterclaim and without any deduction for or on account of
         any present or future taxes, levies, imposts, duties, deductions or
         withholdings or other charges of whatever nature imposed, levied,
         collected, withheld or assessed unless the Guarantor is compelled by
         law so to do. If so compelled, the Guarantor shall pay such additional
         amounts as are necessary in respect of its obligations hereunder in
         order that the net amounts after such taxes, levies, imposts, duties,
         deductions, withholdings or other charges shall equal the respective
         amounts due hereunder.

28.      If the Bank wishes to assign and/or transfer its rights in respect of
         any facility or accommodation made available by the Bank to the
         Company, or any part thereof the Bank shall be free to assign and/or
         transfer to the relevant assignee or transferee the benefit of this
         guarantee to the extent that it relates to such facility or
         accommodation or such part thereof and no such assignment or transfer
         shall affect this guarantee as far as concerns the right of the Bank in
         respect of the facilities or part thereof not so assigned or
         transferred. This guarantee shall not be assigned by the Guarantor
         except with the prior consent in writing of the Bank and shall inure to
         the benefit of the successors, assigns and transferees of the Bank. The
         Guarantor hereby irrevocably authorises the Bank for the purposes of or
         in connection with any proposed transfer or assignment to disclose to
         the proposed assignee or transferee all and any information and
         documentation in the Bank's possession in relation to the Guarantor as
         may be reasonably required by any such person in connection with such
         assignment or transfer and so far as such information constitutes
         personal data within the meaning of the Data Protection Act, 1988 this
         authority shall be a consent for the purposes of the said Act.

         Without prejudice to the generality of the foregoing where the Bank
         holds the debt(s) in respect of which the security in the form of this
         guarantee is given on trust for a third party and/or where the Bank
         holds the debt(s) following an equitable assignment thereof to a third
         party the Guarantor hereby acknowledges and agrees that the Bank may
         hold this Guarantee on the same terms and with like effect as it holds
         the debt in respect of which the security in the form of this Guarantee
         is being given and this Guarantee will be in full force and effect in
         respect of all such debt(s) and the benefit of the security created by
         this Guarantee is intended by the Guarantor and the Bank to be
         transferable in like manner and with the same effect as the debt in
         respect of which the security is given.

29.      Each of the provisions of this guarantee is severable from the others
         and if at any time one or more of such provisions is or becomes
         illegal, invalid or unenforceable


8

<PAGE>

         the validity, legality and enforceability of the remaining provisions
         hereof shall not in any way be effected or impaired thereby.

30.   (1)       The Guarantor HEREBY WAIVES all demands on the Company for
                payment of any Monies by the Company and also HEREBY WAIVES the
                necessity for any presentment for payment notice of dishonour
                protest and such other notices (if any) which the Bank might
                otherwise be required to give in connection with the exercise of
                its rights or any of them in respect of any of the obligations
                contained herein or otherwise.

         (2)    The provisions of these presents shall not be waived modified or
                changed otherwise than in writing signed by duly authorised
                officers of the Bank and the Guarantor.

         (3)    It is hereby agreed and declared that there are no oral
                understandings between the Bank and the Guarantor in any wise
                varying contradicting or amplifying the terms hereof.

31.      A waiver by either of the parties hereto of any breach by the other
         party of any of the terms provisions or conditions of these presents or
         the acquiescence of either party hereto to any act (whether of
         commission or omission) which but for such acquiescence would be a
         breach as aforesaid shall not constitute a general waiver of such term
         provision or condition or of any subsequent act contrary thereto.

32.      This Guarantee is and will remain the property of the Bank.

33.      Any notice or demand to be given or served hereunder shall be in
         writing and expressed to be a notice or demand given hereunder and
         shall be deemed duly given or served if sent by facsimile at the time
         of transmission to the following numbers: Bank of Ireland - 6044012,
         Trintech Group Plc - or 5 days after having been posted by pre-paid
         ordinary post to the party to which it is to be given at its address
         herein set out or such other address as such party shall have
         previously communicated by notice to the party giving such
         first-mentioned notice or demand.

34.      The Guarantor confirms that on entering into this guarantee and the
         transactions contemplated by this guarantee and the assumption of its
         obligations hereunder that the Guarantor has not relied and does not
         rely upon any information or advice provided or any appraisal or
         investigation affected by the Bank or any of the professional advisers
         to the Bank.

35.      The Guarantor HEREBY IRREVOCABLY:-

         (i)    for the benefit of the Bank submits to the jurisdiction of the
                Courts of Ireland in relation to any claim or proceeding in
                connection with this Guarantee;

         (ii)   submits to any other jurisdiction in which the Guarantor has
                assets and the Guarantor hereby waives any objection to any
                claim that any suit, action or proceedings have been brought in
                any inconvenient forum;

         (iii)  appoints the Company as their agent for the service of legal
                process out of the said Courts at the Company's address herein
                or at the Company's address last known to the Bank;

9

<PAGE>

         (iv)   confirms that service of legal process out of such Courts on the
                Company shall be deemed due service upon the Guarantor for the
                purposes of such legal proceedings;

         (v)    agrees where requested by the Bank, and without prejudice to any
                other method of service, to appoint an authorised agent for
                service of proceedings; and

         (vi)   agrees that nothing herein shall affect the right to service of
                legal process in any other manner permitted by law.

36.      These presents shall be governed by and construed according to the Laws
         of Ireland applicable to contracts made and wholly to be performed in
         Ireland.

10

<PAGE>

PRESENT when the Common Seal of
TRINTECH GROUP PLC

was affixed hereto:                                            (Place Seal Here)




_______________________
DIRECTOR

_______________________
DIRECTOR/SECRETARY

I/We Certify that I/We have today received a copy of the above Guarantee

Date ___________________________



Guarantor_______________________
               on behalf of



Dated the       day of            2001.

11