<PAGE>
                                    ANNEX A
                             COMBINATION AGREEMENT
<PAGE>
                                                                  EXECUTION COPY

                             COMBINATION AGREEMENT

                                 BY AND AMONG:

                              IVI CHECKMATE CORP.,

                          INTERNATIONAL VERIFACT INC.,

                          CHECKMATE ELECTRONICS, INC.

                                      AND

                           FUTURE MERGER CORPORATION

                          DATED AS OF JANUARY 16, 1998


<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<S>        <C>        <C>                                                                           <C>
ARTICLE 1.00--PRELIMINARY STEP....................................................................          2
           1.1        INCORPORATION AND ORGANIZATION OF NEWCO.....................................          2
           1.2        INCORPORATION OF MERGER SUB.................................................          3
ARTICLE 2.00--THE ARRANGEMENT.....................................................................          3
           2.1        THE ARRANGEMENT.............................................................          3
           2.2        THE VOTING AND EXCHANGE TRUST AGREEMENT.....................................          4
           2.3        SUPPORT AGREEMENT...........................................................          4
           2.4        DISSENTING SHARES...........................................................          4
ARTICLE 3.00--THE MERGER..........................................................................          4
           3.1        MERGER OF MERGER SUB WITH AND INTO CHECKMATE................................          4
           3.2        EFFECT OF THE MERGER........................................................          5
           3.3        SURVIVING CORPORATION ARTICLES OF INCORPORATION AND BY-LAWS; DIRECTORS......          5
           3.4        CONVERSION OF CHECKMATE COMMON SHARES.......................................          5
           3.5        CLOSING OF CHECKMATE TRANSFER BOOKS.........................................          6
           3.6        EXCHANGE AGENT..............................................................          6
           3.7        NO FRACTIONAL SHARES........................................................          6
           3.8        DISSENTING SHARES...........................................................          6
           3.9        LOST CERTIFICATES...........................................................          7
ARTICLE 4.00--POST-CLOSING CORPORATE STRUCTURE....................................................          7
           4.1        POST-CLOSING CORPORATE STRUCTURE............................................          7
ARTICLE 5.00--ADDITIONAL AGREEMENTS...............................................................          7
           5.1        CLOSING.....................................................................          7
           5.2        CONTEMPORANEOUS TRANSACTIONS................................................          8
           5.3        ACCOUNTING CONSEQUENCES.....................................................          8
           5.4        MATERIAL ADVERSE EFFECT.....................................................          8
           5.5        ADJUSTMENTS TO EXCHANGE RATIOS..............................................          8
           5.6        DISSENTERS' RIGHTS..........................................................          8
           5.7        SHAREHOLDER MEETINGS; PROXY MATERIALS; FORM S-4.............................          9
           5.8        ACCESS TO INFORMATION; CONFIDENTIALITY......................................         10
           5.9        CONSENTS; APPROVALS.........................................................         11
           5.10       STOCK OPTIONS...............................................................         11
           5.11       AGREEMENTS OF AFFILIATES....................................................         12
           5.12       INDEMNIFICATION AND INSURANCE...............................................         12
           5.13       NOTIFICATION OF CERTAIN MATTERS.............................................         13
           5.14       FURTHER ACTION..............................................................         13
           5.15       PUBLIC ANNOUNCEMENTS........................................................         14
           5.16       LISTING OF NEWCO COMMON STOCK AND EXCHANGEABLE SHARES.......................         14
           5.17       CONVEYANCE TAXES............................................................         14
           5.19       DIRECTORS AND OFFICERS......................................................         14
           5.20       STRATEGIC ALLIANCE WITH INGENICO............................................         15
           5.21       FAIR PRICE AND BUSINESS COMBINATIONS REQUIREMENTS...........................         15
           5.22       SHAREHOLDER PROTECTION RIGHTS REDEMPTION....................................         15
           5.23       EMPLOYMENT AGREEMENTS.......................................................         16
           5.24       REORGANIZATION TREATMENT....................................................         16
           5.25       COMBINED FINANCIAL RESULTS..................................................         16
ARTICLE 6.00--REPRESENTATIONS AND WARRANTIES OF IVI...............................................         16
           6.1        ORGANIZATION AND QUALIFICATION; SUBSIDIARIES................................         16
</TABLE>

                                       i
<PAGE>
<TABLE>
<S>        <C>        <C>                                                                           <C>
           6.2        ARTICLES OF CONTINUATION AND BY-LAWS; MINUTES...............................         17
           6.3        CAPITALIZATION..............................................................         17
           6.4        AUTHORITY RELATIVE TO THIS AGREEMENT........................................         18
           6.5        MATERIAL CONTRACTS; NO CONFLICT; REQUIRED FILINGS AND CONSENTS..............         18
           6.6        COMPLIANCE; PERMITS.........................................................         19
           6.7        SECURITIES REGULATORY AUTHORITY REPORTS AND FINANCIAL STATEMENTS............         20
           6.8        ABSENCE OF CERTAIN CHANGES OR EVENTS........................................         20
           6.9        NO UNDISCLOSED LIABILITIES..................................................         21
           6.10       ABSENCE OF LITIGATION.......................................................         21
           6.11       EMPLOYEE BENEFIT PLANS; EMPLOYMENT AGREEMENTS...............................         21
           6.12       LABOUR MATTERS..............................................................         23
           6.13       REGISTRATION STATEMENT; PROXY STATEMENT.....................................         23
           6.14       RESTRICTIONS ON BUSINESS ACTIVITIES.........................................         24
           6.15       TITLE TO PROPERTY...........................................................         24
           6.16       TAXES.......................................................................         25
           6.17       ENVIRONMENTAL MATTERS.......................................................         27
           6.18       BROKERS.....................................................................         28
           6.19       FULL DISCLOSURE.............................................................         28
           6.20       INTELLECTUAL PROPERTY.......................................................         28
           6.21       INTERESTED PARTY TRANSACTIONS...............................................         30
           6.22       INSURANCE...................................................................         30
           6.23       OPTION PLANS................................................................         30
           6.24       POOLING MATTERS.............................................................         30
           6.25       AFFILIATES..................................................................         30
           6.26       OPINION OF FINANCIAL ADVISOR................................................         31
ARTICLE 7.00-REPRESENTATIONS AND WARRANTIES OF CHECKMATE..........................................         31
           7.1        ORGANIZATION AND QUALIFICATION; SUBSIDIARIES................................         31
           7.2        ARTICLES OF INCORPORATION AND BY-LAWS; MINUTES..............................         31
           7.3        CAPITALIZATION..............................................................         32
           7.4        AUTHORITY RELATIVE TO THIS AGREEMENT........................................         32
           7.5        MATERIAL CONTRACTS; NO CONFLICT; REQUIRED FILINGS AND CONSENTS..............         32
           7.6        COMPLIANCE; PERMITS.........................................................         33
           7.7        SECURITIES REGULATORY AUTHORITY REPORTS AND FINANCIAL STATEMENTS............         34
           7.8        ABSENCE OF CERTAIN CHANGES OR EVENTS........................................         35
           7.9        NO UNDISCLOSED LIABILITIES..................................................         35
           7.10       ABSENCE OF LITIGATION.......................................................         35
           7.11       EMPLOYEE BENEFIT PLANS; EMPLOYMENT AGREEMENTS...............................         35
           7.12       LABOUR MATTERS..............................................................         38
           7.13       REGISTRATION STATEMENT; PROXY STATEMENT.....................................         38
           7.14       RESTRICTIONS ON BUSINESS ACTIVITIES.........................................         39
           7.15       TITLE TO PROPERTY...........................................................         39
           7.16       TAXES.......................................................................         39
           7.17       ENVIRONMENTAL MATTERS.......................................................         41
           7.18       BROKERS.....................................................................         42
           7.19       FULL DISCLOSURE.............................................................         42
           7.20       INTELLECTUAL PROPERTY.......................................................         42
           7.21       INTERESTED PARTY TRANSACTIONS...............................................         44
</TABLE>

                                       ii
<PAGE>
<TABLE>
<S>        <C>        <C>                                                                           <C>
           7.22       INSURANCE...................................................................         44
           7.23       OPTION PLANS................................................................         44
           7.24       POOLING MATTERS.............................................................         44
           7.25       AFFILIATES..................................................................         45
           7.26       OPINION OF FINANCIAL ADVISOR................................................         45
ARTICLE 8.00--REPRESENTATIONS AND WARRANTIES OF NEWCO.............................................         45
           8.1        ORGANIZATION AND QUALIFICATION..............................................         45
           8.2        ARTICLES OF INCORPORATION AND BY-LAWS; MINUTES..............................         45
           8.3        CAPITALIZATION..............................................................         45
           8.4        AUTHORITY RELATIVE TO THIS AGREEMENT........................................         45
ARTICLE 9.00--REPRESENTATIONS AND WARRANTIES OF MERGER SUB........................................         46
           9.1        ORGANIZATION AND QUALIFICATION..............................................         46
           9.2        ARTICLES OF INCORPORATION AND BY-LAWS; MINUTES..............................         46
           9.3        CAPITALIZATION..............................................................         46
           9.4        AUTHORITY RELATIVE TO THIS AGREEMENT........................................         46
ARTICLE 10.00--CONDUCT OF BUSINESS PENDING THE ARRANGEMENT........................................         46
           10.1       CONDUCT OF BUSINESS BY IVI PENDING THE TRANSACTIONS.........................         46
           10.2       NO SOLICITATION.............................................................         48
           10.3       NO SOLICITATION.............................................................         50
ARTICLE 11.00--CONDITIONS TO THE TRANSACTIONS.....................................................         52
           11.1       CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE TRANSACTIONS...........         52
           11.2       ADDITIONAL CONDITIONS TO OBLIGATIONS OF IVI.................................         53
                      OPINION OF CHECKMATE COUNSEL................................................         54
                      TAX OPINION.................................................................         54
           11.3       ADDITIONAL CONDITIONS TO OBLIGATIONS OF CHECKMATE...........................         54
ARTICLE 12.00--TERMINATION........................................................................         56
           12.1       TERMINATION.................................................................         56
           12.2       EFFECT OF TERMINATION.......................................................         57
           12.3       FEES AND EXPENSES...........................................................         57
ARTICLE 13.00--GENERAL PROVISIONS.................................................................         57
           13.1       EFFECTIVENESS OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.................         57
           13.2       NOTICES.....................................................................         57
           13.3       AMENDMENT...................................................................         59
           13.4       WAIVER......................................................................         59
           13.5       HEADINGS....................................................................         59
           13.6       SEVERABILITY................................................................         59
           13.7       ENTIRE AGREEMENT............................................................         59
           13.8       ASSIGNMENT..................................................................         59
           13.9       PARTIES IN INTEREST.........................................................         59
           13.10      FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.......................         60
           13.11      GOVERNING LAW...............................................................         60
           13.12      COUNSEL FEE.................................................................         60
           13.13      COUNTERPARTS................................................................         60
           13.14      WAIVER OF JURY TRIAL........................................................         60
           13.15      U.S. CURRENCY...............................................................         60
           13.16      ARBITRATION.................................................................         60
SCHEDULE A........................................................................................          1
</TABLE>

                                      iii


<PAGE>
                             COMBINATION AGREEMENT

    This COMBINATION AGREEMENT is entered into as of January 16, 1998 (this
"Agreement"),

BY AND AMONG:

    IVI CHECKMATE CORP., a Delaware corporation ("Newco"),

    INTERNATIONAL VERIFACT INC., a Canadian corporation ("IVI"),

    CHECKMATE ELECTRONICS, INC., a Georgia corporation ("Checkmate") and

    FUTURE MERGER CORPORATION, a Georgia corporation ("Merger Sub").

                              W I T N E S S E T H:

    WHEREAS, the Boards of Directors of IVI and Checkmate have each determined
that it is advisable and in the best interests of their respective shareholders
to carry out the transactions contemplated herein upon the terms and subject to
the conditions set forth herein;

    WHEREAS, in furtherance of such transactions, the Board of Directors of IVI
has approved the execution and delivery of this Agreement in order to provide
for the reorganization of the capital of IVI whereby each of the issued and
outstanding common shares in the capital of IVI (the "IVI Common Shares") will
be exchanged, at the holder's election, for either one (the "IVI Exchange
Ratio") share of common stock, no par value of Newco (the "Newco Common Stock")
or one Exchangeable Share (as defined below) of IVI and certain ancillary
agreements will be entered into including the Voting Trust Agreement and the
Support Agreement (as defined below) (such reorganization referred to herein as
the "Arrangement");

    WHEREAS, the Exchangeable Shares are exchangeable by the holders thereof for
shares of Newco Common Stock on a one-for-one basis at any time subject to the
terms of this Agreement and the exhibits hereto;

    WHEREAS, the Arrangement shall be effected under Section 192 of the CBCA
pursuant to the terms hereof and a plan of arrangement (the "Plan of
Arrangement"), substantially in the form of Exhibit A hereto together with such
other terms and conditions as may be agreed to by the parties hereto acting
reasonably;

    WHEREAS, the holders of IVI Common Shares that elect to receive Exchangeable
Shares from IVI (i) will grant and transfer to Newco certain rights to acquire
the Exchangeable Shares ("Call Rights") and (ii) will receive from Newco certain
voting rights in respect of Newco ("Voting Rights") and certain rights to
transfer the Exchangeable Shares directly to Newco ("Exchange Rights");

    WHEREAS, the Boards of Directors of Newco, Checkmate and Merger Sub each
have approved the execution and delivery of this Agreement in order to provide
for the merger (the "Merger") of Merger Sub with and into Checkmate in
accordance with the applicable provisions of the Georgia Law, and upon the terms
and subject to the conditions set forth herein;

    WHEREAS, pursuant to the Merger, each outstanding share (a "Checkmate
Share") of Checkmate's common stock, $.01 par value (the "Checkmate Common
Shares"), shall be converted into the right to receive the "Merger
Consideration" (as defined in Section 3.4(c)), upon the terms and subject to the
conditions set forth herein;

    WHEREAS, Newco, Merger Sub and Checkmate intend, by approving resolutions
authorizing this Agreement, to adopt this Agreement as a plan of reorganization
within the meaning of Section 368(a) of the Code, and the Treasury regulations
thereunder, and further intend that the Merger be treated as a tax-free
reorganization under Section 368(a) of the Code;

    WHEREAS, the parties intend that (i) the transfer of IVI Common Shares to
Newco in exchange for Newco Common Stock by those shareholders of IVI that elect
to receive Newco Common Stock, (ii) the transfer of Call Rights to Newco in
exchange for Voting Rights and Exchange Rights by those shareholders of IVI that
elect to receive Exchangeable Shares, and (iii) the transfer of Checkmate Common
Shares to Newco by the shareholders of Checkmate pursuant to the Merger,
collectively, be treated as a single integrated tax-free transaction under
Section 351(a) of the Code;
<PAGE>
    WHEREAS, concurrently with the execution of this Agreement, and as an
inducement to IVI, Checkmate and Merger Sub to enter into this Agreement, IVI,
Merger Sub, certain principal shareholders of Checkmate and a certain principal
shareholder of IVI have entered into stockholders agreements (the "Shareholders
Agreements"), pursuant to which such persons have agreed, among other things, to
vote their Checkmate Common Shares or IVI Common Shares, as the case may be, in
favour of any shareholders' resolutions relating to the Transactions proposed by
management at a meeting of shareholders of Checkmate or IVI, as the case may be;

    WHEREAS, upon completion of the Transactions the shareholders of IVI,
through their holdings of Newco Common Stock (and options therefor) and the
Exchangeable Shares and related rights, shall be effectively entitled to
approximately 57% of the equity of Newco, and the shareholders of Checkmate,
through their holdings of Newco Common Stock (and options therefor), shall be
effectively entitled to approximately 43% of the equity of Newco, based on a
fully diluted treasury stock method calculation;

    WHEREAS, the parties intend as soon as practicable after the execution of
this Agreement, to file with the SEC preliminary proxy materials as a joint
proxy statement to solicit proxies of shareholders with respect to the
shareholders' meetings to be held to approve the Arrangement, in the case of
IVI, and the Merger, in the case of Checkmate, and to cause Newco thereafter to
file with the SEC a registration statement on Form S-4 for the Newco Common
Stock to be issued in connection with the Merger and the Arrangement;

    WHEREAS, if required, the parties intend, as soon as practicable after the
execution of this Agreement, to cause Newco to file with the OSC and certain
other securities regulatory authorities in Canada a preliminary "non-offering"
prospectus under subsection 53(2) of the OSA and the equivalent provisions in
such other jurisdictions, or take any other steps necessary, to make Newco a
"reporting issuer" under the OSA and the securities laws of such other
jurisdictions;

    WHEREAS, for accounting purposes, it is intended that the Transactions shall
be accounted for as a pooling of interests under United States generally
accepted accounting principles ("GAAP");

    WHEREAS, this Agreement uses certain terms as defined terms, the definitions
for which appear in Schedule A hereto;

    NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:

                        ARTICLE 1.00--PRELIMINARY STEPS

1.1 INCORPORATION AND ORGANIZATION OF NEWCO

        (a) Checkmate has caused the incorporation of Newco under the Delaware
    General Corporation Law ("Delaware Law") with a Certificate of Incorporation
    in the form set forth in Exhibit B hereto and which Certificate of
    Incorporation does:

           (i) authorize the Newco Common Stock to be issued in the Arrangement
       and the Merger and a sufficient number of shares of Newco Common Stock so
       that the Call Rights, Exchange Rights and retraction and redemption
       rights attached to the Exchangeable Shares and the rights of holders of
       options issued pursuant to IVI Option Plan and Checkmate Stock Option
       Plans may be honoured; and

           (ii) create Newco Preferred Stock.

        (b) Newco has adopted By-laws in the form set forth in Exhibit D hereto;

        (c) The initial directors of Newco are J. Stanford Spence, George
    Whitton, L. Barry Thomson and Gregory A. Lewis;

        (d) Prior to the Closing, Newco will file a certificate of designation
    under Section 151(g) of the Delaware Law in connection with the Newco
    Special Voting Stock substantially in the form of Exhibit C hereto.

                                       2
<PAGE>
1.2 INCORPORATION OF MERGER SUB

    Newco has caused Merger Sub to be incorporated under the Georgia Law as a
wholly-owned subsidiary of Newco.

                         ARTICLE 2.00--THE ARRANGEMENT

2.1 THE ARRANGEMENT

    As promptly as practicable after the execution of this Agreement, IVI will
apply to the Ontario Court of Justice (General Division) (the "Court") pursuant
to Section 192 of the CBCA for an interim order in form and substance
satisfactory to Checkmate (such approval not to be unreasonably withheld or
delayed) (the "Interim Order") providing for, among other things, the calling
and holding of a special meeting of its shareholders for the purpose of
considering and, if deemed advisable, approving the Arrangement under Section
192 of the CBCA and pursuant to the Plan of Arrangement. Upon approval of the
Arrangement by IVI shareholders, as promptly as practicable thereafter, IVI will
take the necessary steps to submit the Arrangement to the Court and apply for a
final order of the Court approving the Arrangement in such fashion as the Court
may direct (the "Final Order"). At the time specified in the Articles of
Arrangement (the "Effective Time") on the date (the "Effective Date") shown on
the Certificate of Arrangement issued by the Director under the CBCA giving
effect to the Arrangement, the following reorganization of capital shall occur
and shall be deemed to occur in the following order without any further act or
formality:

        (a) The Articles of Continuation of IVI shall be amended to authorize a
    class of exchangeable shares (the "Exchangeable Shares") and one Series A
    Preferred Share of IVI (the "Series A Preferred Share").

        (b) IVI shall issue to Newco one Series A Preferred Share in
    consideration of the issuance by Newco to IVI of one share of the preferred
    stock, $.01 par value, of Newco (the "Newco Preferred Stock"). The stated
    capital of the Series A Preferred Share shall be equal to the fair market
    value, as determined by the board of directors of IVI, of a share of Newco
    Preferred Stock. No certificate shall be issued in respect of the Series A
    Preferred Share.

        (c) Each of the outstanding IVI Common Shares (other than IVI Common
    Shares held by holders who have exercised their rights of dissent in
    accordance with the Plan of Arrangement and who are ultimately entitled to
    be paid fair value for such shares) will be exchanged either (i) with IVI,
    for a number of Exchangeable Shares at the IVI Exchange Ratio or (ii) with
    Newco, for a number of shares of Newco Common Stock at the IVI Exchange
    Ratio, at the holder's election and Newco shall issue such number of shares
    of Newco Common Stock. Each holder of IVI Common Shares (other than IVI
    Common Shares held by holders who have exercised their rights of dissent in
    accordance with the Plan of Arrangement and who are ultimately entitled to
    be paid fair value for such shares) will receive that whole number of
    Exchangeable Shares or shares of Newco Common Stock, as the case may be,
    resulting from the exchange of such holder's IVI Common Shares. No
    fractional shares of Newco Common Stock or fractional Exchangeable Shares
    will be issued and no certificate therefor will be issued. Any holder of IVI
    Common Shares who would otherwise be entitled to receive a fraction of an
    Exchangeable Share or share of Newco Common Stock, as the case may be,
    shall, upon surrender of his certificate or certificates representing IVI
    Common Shares, receive a share certificate adjusted to the next lower whole
    number of Newco Common Stock or Exchangeable Shares, as the case may be.

        (d) Upon the exchange referred to in paragraph (c) above, each holder of
    an IVI Common Share shall cease to be such a holder, shall have his name
    removed from the register of holders of IVI Common Shares and shall become a
    holder of either (i) the number of fully paid Exchangeable Shares to which
    he is entitled as a result of the exchange referred to in paragraph (c) or
    (ii) the number of fully paid shares of Newco Common Stock to which he is
    entitled as a result of the exchange referred to in paragraph (c) and such
    holder's name shall be added to the register of holders of Exchangeable
    Shares or shares of Newco Common Stock, as the case may be.

                                       3
<PAGE>
        (e) The stated capital of the Exchangeable Shares will be equal to the
    stated capital of the IVI Common Shares actually exchanged for Exchangeable
    Shares immediately prior to the Arrangement.

        (f) Pursuant to the Arrangement and the Voting Trust Agreement, the
    holders of IVI Common Shares that elect to receive Exchangeable Shares (i)
    will grant and transfer directly to Newco the Call Rights and (ii) will
    receive directly from Newco the Voting Rights and the Exchange Rights.

        (g) The one outstanding Series A Preferred Share held by Newco will be
    exchanged for one IVI Common Share and Newco shall cease to be a holder of
    the Series A Preferred Share, shall have its name removed from the register
    of holders of Series A Preferred Shares, and Newco's name shall be added to
    the register of holders of IVI Common Shares accordingly, and the one Series
    A Preferred Share shall be cancelled by IVI.

        (h) The stated capital of the one IVI Common Share referred to in
    Section 2.1(g) shall be equal to the stated capital of the one Series A
    Preferred Share prior to the Arrangement.

        (i) The Newco Preferred Stock shall be purchased from IVI by Newco for
    the fair market value determined by the board of directors of IVI in
    accordance with Section 2.1(b) and immediately thereafter shall be cancelled
    by Newco.

2.2 THE VOTING AND EXCHANGE TRUST AGREEMENT

    Prior to the Effective Time, Newco, IVI and a Canadian trust company
reasonably acceptable to all the parties (the "Trustee"), shall execute and
deliver a Voting and Exchange Trust Agreement in substantially the form set
forth as Exhibit E hereto, and such changes and additions thereto as may be
reasonably requested by the Trustee together with such other terms and
conditions as may be agreed to by the parties hereto acting reasonably (as so
executed the "Voting Trust Agreement"). Newco shall issue and deposit with the
Trustee, for the benefit of the holders of the Exchangeable Shares, the one
share of Newco Special Voting Stock to be held in accordance with the Voting
Trust Agreement.

2.3 SUPPORT AGREEMENT

    Prior to the Effective Time, Newco and IVI shall execute and deliver the
Support Agreement (the "Support Agreement") containing the terms and conditions
set forth in Exhibit F hereto, together with such other terms and conditions as
may be agreed to by the parties hereto acting reasonably.

2.4 DISSENTING SHARES

    Notwithstanding anything in this Agreement to the contrary, IVI Common
Shares that are issued and outstanding immediately prior to the Effective Time
and that are held by shareholders who have not voted such shares in favour of
the Arrangement and who have delivered a written demand for appraisal of such
shares in the manner provided in Section 190 of the CBCA ("IVI Dissenting
Shares") shall not be exchanged for Exchangeable Shares or Newco Common Stock as
described in Section 2.1 and shall from and after the Effective Time represent
only the right to receive such consideration as shall be determined to be due to
such shareholder pursuant to Section 190 of the CBCA; provided, however, that
IVI Common Shares outstanding immediately prior to the Effective Time and held
by a person who shall, with the written approval of IVI if required by Section
190 of the CBCA, withdraw his demand for the value of his shares or lose his
right to demand to receive the value of his shares, in either case pursuant to
Section 190 of the CBCA, shall be deemed to be and become and have substituted
therefor, as of the Effective Time, the appropriate number of Exchangeable
Shares of IVI as specified in Section 2.1 without interest.

                            ARTICLE 3.00--THE MERGER

3.1 MERGER OF MERGER SUB WITH AND INTO CHECKMATE

        (a) Subject to the terms and conditions of this Agreement, at the
    Effective Time, Merger Sub shall be merged with and into Checkmate and the
    separate existence of Merger Sub shall cease. Checkmate shall be the
    surviving corporation in the Merger (the "Surviving Corporation").

                                       4
<PAGE>
        (b) As provided in Section 5.1, Checkmate and Merger Sub will file a
    certificate of merger with the Secretary of State of the State of Georgia
    (the "Georgia Certificate of Merger") and make all other filings or
    recordings required by the Georgia Law in connection with the Merger. The
    Merger will become effective on the Effective Date at the Effective Time as
    specified in the Georgia Certificate of Merger duly filed with the Secretary
    of State of Georgia.

3.2 EFFECT OF THE MERGER

    The Merger shall have the effects set forth in the Georgia Law. Without
limiting the generality of the foregoing, the Surviving Corporation shall
possess all the rights, privileges, powers and franchises, of a public as well
as a private nature, and be subject to all the restrictions, disabilities and
duties, of each of Merger Sub and Checkmate (collectively, the "Constituent
Corporations"). The Surviving Corporation shall be vested with the rights,
privileges, powers and franchises, all property (real, personal, and mixed) and
all debts due on whatever account and all other things in action or belonging
to, and all and every other interest of, each of the Constituent Corporations.
All debts, liabilities and duties of each of the Constituent Corporations shall
attach to the Surviving Corporation and may be enforced against it to the same
extent as if such debts, liabilities and duties had been incurred or contracted
by it.

3.3 SURVIVING CORPORATION ARTICLES OF INCORPORATION AND BY-LAWS; DIRECTORS

    The Articles of Incorporation of Merger Sub shall be the Articles of
Incorporation of the Surviving Corporation immediately after the Effective Time,
until amended in accordance with applicable law, except that the name of the
Surviving Corporation shall be "IVI Checkmate Inc.". The By-laws of Merger Sub
shall be the By-laws of the Surviving Corporation immediately after the
Effective Time. The directors of the Surviving Corporation immediately after the
Effective Time shall be J. Stanford Spence, George Whitton, L. Barry Thomson and
Gregory A. Lewis.

3.4 CONVERSION OF CHECKMATE COMMON SHARES

        (a) At the Effective Time, by virtue of the Merger and without any
    action on the part of the holder of any shares of Checkmate Common Shares or
    Merger Sub:

           (i) Each share of common stock, par value $.01 per share, of Merger
       Sub outstanding immediately prior to the Effective Time shall be
       converted into and become one share of common stock of the Surviving
       Corporation and shall constitute the only outstanding shares of capital
       stock of the Surviving Corporation.

           (ii) Each Checkmate Common Share and the associated share purchase
       right of Checkmate (a "Share") outstanding immediately prior to the
       Effective Time shall, except as provided in Section 3.8 with respect to
       Shares as to which appraisal rights have been exercised, and subject to
       Section 3.7, be converted into the right to receive 1.2775 shares of
       Newco Common Stock; provided, however, that the number of shares of Newco
       Common Stock so to be received is subject to adjustment as provided in
       Section 5.5. The ratio of 1.2775 shares of Newco Common Stock to one
       Checkmate Common Share, as such ratio may be adjusted pursuant to Section
       5.5 below, is hereinafter referred to as the "Checkmate Exchange Ratio".

        (b) From and after the Effective Time, all Shares converted in
    accordance with Section 3.4(a)(ii) shall no longer be outstanding and shall
    automatically be canceled and retired and shall cease to exist, and each
    holder of a certificate representing any such Shares shall cease to have any
    rights with respect thereto, except the right to receive the Merger
    Consideration and any dividends or distributions with a record date after
    the Effective Time theretofore paid or payable with respect to Newco Common
    Stock ("Subsequent Dividends"). From and after the Effective Time, all
    certificates representing the common stock of Merger Sub shall be deemed for
    all purposes to represent the number of shares of Common Stock of the
    Surviving Corporation into which they were converted in accordance with
    Section 3.4(a)(i).

        (c) The Newco Common Stock to be received in consideration pursuant to
    the Merger by each holder of Shares is referred to herein as the "Merger
    Consideration".

                                       5



<PAGE>
3.5 CLOSING OF CHECKMATE TRANSFER BOOKS

    At and after the Effective Time, holders of certificates representing Shares
shall cease to have any rights as shareholders of Checkmate and the stock
transfer books of Checkmate shall be closed with respect to Checkmate Common
Shares issued and outstanding immediately prior to the Effective Time and no
further transfer of such shares shall thereafter be made on such stock transfer
books. If, after the Effective Time, valid certificates previously representing
such shares are presented to the Surviving Corporation or the Exchange Agent
(duly endorsed as the Exchange Agent may require) they shall be exchanged as
provided in Section 3.6.

3.6 EXCHANGE AGENT

        (a) Prior to the Effective Time, Newco shall appoint an agent (the
    "Exchange Agent") for the purpose of exchanging certificates representing
    Shares for the Merger Consideration. The Exchange Agent shall be a bank or
    trust company to be agreed by IVI and Checkmate prior to the Effective Time.
    For purposes of determining the Merger Consideration to be made available,
    Newco shall assume that no shareholder of Checkmate will perfect his right
    to appraisal of his Shares. Promptly following the Effective Time, Newco
    will send, or will cause the Exchange Agent to send, to each holder of
    Shares at the Effective Time a letter of transmittal for use in such
    exchange.

        (b) Each holder of Shares that have been converted into a right to
    receive the Merger Consideration and Subsequent Dividends, upon surrender to
    the Exchange Agent of a certificate or certificates representing Shares,
    will be entitled to receive the Merger Consideration and Subsequent
    Dividends payable in respect of such Shares. Until so surrendered, each such
    certificate shall, after the Effective Time, represent for all purposes only
    the right to receive the Merger Consideration and the Subsequent Dividends.

        (c) If any portion of the Merger Consideration in respect of any Share
    is to be issued to a person other than the registered holder of the Shares
    represented by the certificate or certificates surrendered, it shall be a
    condition to such issuance that the certificate or certificates so
    surrendered shall be properly endorsed or otherwise be in proper form for
    transfer and that the person requesting such payment shall pay to the
    Exchange Agent any transfer or other taxes required as a result of such
    payment to a person other than the registered holder of such Shares or
    establish to the satisfaction of the Exchange Agent that such tax has been
    paid or is not payable.

        (d) Any portion of the Merger Consideration made available to the
    Exchange Agent pursuant to paragraph (a) of this Section 3.6 in respect of
    Shares for which appraisal rights have been perfected shall be returned to
    Newco upon demand.

3.7 NO FRACTIONAL SHARES

    No fractional shares of Newco Common Stock will be issued in connection with
the Merger and no certificate therefor will be issued. Any holder of Shares who
would otherwise receive a fractional share of Newco Common Stock shall, upon
surrender of his certificate or certificates representing Shares, receive a
share certificate adjusted to the next lower whole number of shares of Newco
Common Stock.

3.8 DISSENTING SHARES

    Notwithstanding anything in this Agreement to the contrary, Shares that are
issued and outstanding immediately prior to the Effective Time and held by a
holder who has delivered written notice to Checkmate before the vote has been
taken demanding payment for his Shares if the Merger is consummated and has not
voted in favour of the Merger and who has otherwise perfected his dissenters'
rights in the manner provided in the Georgia Law ("Checkmate Dissenting Shares")
shall not be canceled and converted into a right to receive the Merger
Consideration in accordance with the Checkmate Exchange

                                       6
<PAGE>
Ratio as described in Section 3.4 and shall from and after the Effective Time
represent only the right to receive such consideration as shall be determined to
be due to such shareholder pursuant to the Georgia Law, unless such holder fails
to perfect or withdraws or otherwise loses his right to dissent. If after the
Effective Time such holder fails to perfect or waives, rescinds, withdraws or
otherwise loses his right to dissent, such Shares shall be treated as if they
had been converted as of the Effective Time into a right to receive the Merger
Consideration payable in respect of such Shares pursuant to Section 3.4 without
interest.

3.9 LOST CERTIFICATES

    If any certificate which immediately prior to the Effective Time represented
outstanding Checkmate Common Shares that were exchanged pursuant to Section 3.6
has been lost, stolen or destroyed, upon the making of an affidavit of that fact
by the person claiming such certificate to be lost, stolen or destroyed, the
Exchange Agent will issue in exchange for such lost, stolen or destroyed
certificate, certificates representing shares of Newco Common Stock (and any
dividends or distributions with respect thereto) deliverable in respect thereof
as determined in accordance with Section 3.6. When authorizing such payment in
exchange for any lost, stolen or destroyed certificate, the person to whom
certificates represented shares of Newco Common Stock are to be issued shall, as
a condition precedent to the issuance thereof, give a bond satisfactory to the
Surviving Corporation and the Exchange Agent, as the case may be, in such sum as
the Surviving Corporation may direct or otherwise indemnify the Surviving
Corporation and the Exchange Agent in a manner satisfactory to the Surviving
Corporation and the Exchange Agent against any claim that may be made against
the Surviving Corporation or the Exchange Agent with respect to the certificate
alleged to have been lost, stolen or destroyed.

                 ARTICLE 4.00--POST-CLOSING CORPORATE STRUCTURE

4.1 POST-CLOSING CORPORATE STRUCTURE

    It is the parties' intention, on or immediately after the Effective Date, to
restructure the corporate holdings of Newco, IVI and the Surviving Corporation,
in a tax-efficient manner which does not adversely affect the pooling treatment
of the Transactions, such that

           (i) the Surviving Corporation acquires (by merger or otherwise) the
       assets and liabilities of, or the stock of, IVI International Inc., a
       Delaware corporation and International Verifact Inc. ("U.S."), a Delaware
       corporation, and

           (ii) the shareholdings of IVI in NTN and IVI Ingenico Inc. are
       transferred to Newco. For greater certainty, 1245344 Ontario Limited
       shall remain a subsidiary of IVI.

    It is also the parties' intention, on or immediately after the Effective
Date, to take the steps necessary to have the Surviving Corporation, as a
"statutory close corporation", eliminate its board of directors, in accordance
with the Georgia Law.

                      ARTICLE 5.00--ADDITIONAL AGREEMENTS

5.1 CLOSING

    Unless this Agreement shall have been terminated pursuant to Section 12.1
hereof, and subject to the satisfaction or waiver of the conditions set forth in
Article 11 hereof, the consummation of the Transactions (the "Closing") will
take place two business days after satisfaction or waiver of the conditions set
forth in Article 11 hereof, at the offices of Meighen Demers, Merrill Lynch
Canada Tower, 200 King Street West, Suite 1100, Toronto, Ontario, M5H 3T4,
unless another date, time or place is agreed to in writing by the parties
hereto. At the Closing, the parties hereto shall deliver the documents
contemplated hereby

                                       7
<PAGE>
together with such other customary documents as may be reasonably requested by
the parties. Concurrently with the Closing, the Articles of Arrangement shall be
filed with the Director and the Georgia Certificate of Merger shall be filed
with the Secretary of State of the State of Georgia.

5.2 CONTEMPORANEOUS TRANSACTIONS

    The parties hereto agree that each of the Transactions that is in fact
consummated will, to the extent permitted by applicable law, be consummated
substantially contemporaneously with any other Transaction that is in fact
consummated.

5.3 ACCOUNTING CONSEQUENCES

    It is intended by the parties hereto that the Transactions shall qualify for
accounting treatment as a pooling of interests under GAAP.

5.4 MATERIAL ADVERSE EFFECT

    When used in connection with IVI or any of its subsidiaries, or Checkmate or
any of its subsidiaries, as the case may be, any reference to any event, change
or effect being "material" means any material event, change or effect related to
the condition (financial or otherwise), properties, Liabilities, businesses,
operations, results of operations or prospects of such entity or group of
entities. When used in connection with IVI or any of its subsidiaries, or
Checkmate or any of its subsidiaries, as the case may be, the term "Material
Adverse Effect" means any change or effect that, individually or when taken
together with any other occurrences, events, changes or effects that have
occurred prior to the date of determination of the occurrence of the Material
Adverse Effect, is or is reasonably likely to be materially adverse to

           (i) the business, properties, financial condition, results of
       operations or prospects of IVI and its subsidiaries or Checkmate and its
       subsidiaries, as the case may be, in each case taken as a whole or

           (ii) the ability of IVI or Checkmate, as the case may be, to perform
       its obligations under this Agreement or to consummate the Transactions
       contemplated by this Agreement; provided that "Material Adverse Effect"
       shall not be deemed to include the impact of the Transactions and
       compliance with the provisions of this Agreement on the operating
       performance of the parties.

5.5 ADJUSTMENTS TO EXCHANGE RATIOS

    The IVI Exchange Ratio and the Checkmate Exchange Ratio shall be
proportionally adjusted to reflect fully the effect of any stock split, reverse
split, stock dividend (including any dividend or distribution of securities
convertible into IVI Common Shares or Checkmate Common Shares), reorganization,
recapitalization or other like change with respect to IVI Common Shares or
Checkmate Common Shares which has a record date or (if no record date is
required or established, by operation of law or otherwise) effective date on or
after the date hereof and prior to the Effective Date.

5.6 DISSENTERS' RIGHTS

    Each of IVI and Checkmate shall give the other

           (i) prompt notice of any written demand of a right of dissent,
       withdrawals of such demands, and any other instruments served pursuant to
       the CBCA or the Georgia Law and received by IVI or Checkmate, as the case
       may be, and

           (ii) the opportunity to participate in all negotiations and
       proceedings with respect to such demands. Neither IVI nor Checkmate
       shall, except with the prior written consent of the other, make any
       payment with respect to, or offer to settle or settle, any such demands.

                                       8
<PAGE>
5.7 SHAREHOLDER MEETINGS; PROXY MATERIALS; FORM S-4

        (a) Unless the Board of Directors of Checkmate shall take any action
    permitted by the third sentence of this Section 5.7(a) or the Board of
    Directors of IVI shall take any action permitted by the third sentence of
    Section 5.7(b), Checkmate shall cause a meeting of its shareholders (the
    "Checkmate Shareholders' Meeting") to be duly called and held as soon as
    reasonably practicable after the date of this Agreement for the purpose of
    voting on the approval and adoption of this Agreement and the Merger (the
    "Checkmate Shareholder Approval"). Except as provided in the next sentence,
    the Board of Directors of Checkmate shall recommend approval and adoption of
    this Agreement and the Merger by the shareholders of Checkmate. The Board of
    Directors of Checkmate shall be permitted to

           (i) not recommend to Checkmate's shareholders that they give the
       Checkmate Shareholder Approval,

           (ii) withdraw or modify in a manner adverse to IVI its recommendation
       to Checkmate's shareholders that they give the Checkmate Shareholder
       Approval, or

           (iii) cancel the Checkmate Shareholders' Meeting, but in each of
       cases (i), (ii) and (iii) only if and to the extent that Checkmate has
       complied with Section 10.2(a) and a Superior Proposal with respect to
       Checkmate is pending at the time Checkmate's Board of Directors
       determines to take any such action or inaction. In connection with the
       Checkmate Shareholders' Meeting, Checkmate

           (iv) will promptly prepare and file with the SEC, will use its
       reasonable best efforts to have cleared by the SEC and will thereafter
       mail to its shareholders as promptly as practicable a proxy statement and
       all other materials for such meeting (the "Checkmate Proxy Statement"),

           (v) will use its reasonable best efforts, subject to the immediately
       preceding sentence, to obtain the Checkmate Shareholder Approval, and

           (vi) will otherwise comply with all legal requirements applicable to
       such meeting.

        (b) Unless the Board of Directors of IVI shall take any action permitted
    by the third sentence of this Section 5.7(b) or the Board of Directors of
    Checkmate shall have taken any action permitted by the third sentence of
    Section 5.7(a), IVI shall cause a meeting of its shareholders (the "IVI
    Shareholders' Meeting") to be duly called and held as soon as reasonably
    practicable after the date of this Agreement for the purpose of voting on
    the approval and adoption of this Agreement and the Arrangement (the "IVI
    Shareholder Approval"). Except as provided in the next sentence, the Board
    of Directors of IVI shall recommend approval and adoption of this Agreement
    and the Arrangement by IVI's shareholders. The Board of Directors of IVI
    shall be permitted to

           (i) not recommend to IVI's shareholders that they give the IVI
       Shareholder Approval,

           (ii) withdraw or modify in a manner adverse to Checkmate its
       recommendation to IVI's shareholders that they give the IVI Shareholder
       Approval, or

           (iii) cancel the IVI Shareholders' Meeting, but in each of cases (i),
       (ii) and (iii) only if and to the extent that IVI has complied with
       Section 10.2(a) and a Superior Proposal with respect to IVI is pending at
       the time IVI's Board of Directors determines to take any such action or
       inaction. In connection with the IVI Shareholders' Meeting, IVI

           (x) will promptly prepare and file with the OSC, the TSE and the SEC,
       will use its reasonable best efforts to have cleared by the OSC, the TSE
       and the SEC and will thereafter mail to its shareholders as promptly as
       practicable the proxy statement and management information circular and
       all other materials for such meeting (the "IVI Proxy Statement", and
       collectively with the Checkmate Proxy Statement, the "Proxy Statements"),

                                       9
<PAGE>
           (y) will use its reasonable best efforts, subject to the immediately
       preceding sentence, to obtain the IVI Shareholder Approval, and

           (z) will otherwise comply with all legal requirements applicable to
       such meeting.

        (c) Newco shall, and IVI and Checkmate shall cause Newco, promptly to
    prepare and file with the SEC a registration statement (the "Registration
    Statement") on Form S-4 under the Securities Act of 1933, as amended (the
    "Securities Act"), with respect to the shares of Newco Common Stock issuable
    at the Effective Time in connection with the Arrangement and the Merger and
    take any action required to be taken under applicable SEC, state and
    provincial securities Laws, the regulations of the TSE and the regulations
    of NASD for the Nasdaq National Market in connection with the issuance of
    such Newco Common Stock. Subject to the terms and conditions of this
    Agreement and unless the Board of Directors of Checkmate or IVI, as the case
    may be, shall take any action permitted by the third sentence of paragraph
    (a) or (b) of Section 5.7 above, as the case may be, IVI and Checkmate shall
    cause Newco to use its reasonable best efforts to have the Registration
    Statement declared effective under the Securities Act as promptly as
    practicable after the Registration Statement is filed.

        (d) Newco shall, and IVI and Checkmate shall cause Newco, to prepare and
    file as soon as practicable after the Effective Date with the SEC a
    registration statement on Form S-3 (the "Form S-3") under the Securities
    Act, with respect to the shares of Newco Common Stock issuable in connection
    with the exchange of the Exchangeable Shares and take any action required to
    be taken under applicable SEC, state and provincial securities Laws, the
    regulations of the TSE and the regulations of NASD for the Nasdaq National
    Market in connection with the issuance of such shares of Newco Common Stock.
    Subject to the terms and conditions of this Agreement and unless it is
    determined by counsel to Newco that Newco is not eligible to use the Form
    S-3, IVI and Checkmate shall cause Newco to use its reasonable best efforts
    to have such registration statement on Form S-3 declared effective under the
    Securities Act as promptly as practicable after such registration statement
    is filed.

        (e) Newco shall, and IVI and Checkmate shall cause Newco, if required,
    promptly to prepare and file with the OSC and certain other securities
    regulatory authorities in Canada a preliminary "non-offering" prospectus
    (together with the (final) prospectus, the "Prospectus") under subsection
    53(2) of the OSA and the equivalent provisions in the securities Laws of
    such other jurisdictions, or file such other documents and take such other
    steps as may be required so that Newco will become a "reporting issuer"
    under the OSA and the securities Laws of such other jurisdictions, and take
    any action required to be taken under applicable provincial securities Laws
    and the regulations of the TSE in connection therewith. Subject to the terms
    and conditions of this Agreement and unless the Board of Directors of
    Checkmate or IVI, as the case may be, shall take any action permitted by the
    third sentence of paragraph (a) or (b) of Section 5.7 above, as the case may
    be, IVI and Checkmate shall cause Newco to use its reasonable best efforts
    to obtain a receipt for the (final) "non-offering" prospectus or such other
    document on or before the Effective Date.

5.8 ACCESS TO INFORMATION; CONFIDENTIALITY

    Upon reasonable notice and subject to restrictions contained in
confidentiality agreements to which such party is subject, IVI and Checkmate
shall each (and shall cause each of their subsidiaries to) afford to the
officers, employees, accountants, counsel and other representatives of the
other, reasonable access during the period prior to the Effective Date, to all
its properties, books, contracts, commitments and records and, during such
period, IVI and Checkmate each shall (and shall cause each of their subsidiaries
to) furnish promptly to the other all information concerning its business,
properties and personnel as such other party may reasonably request, and each
shall make available to the other the appropriate individuals (including
attorneys, accountants and other professionals) for discussion of the other's
business, properties

                                       10
<PAGE>
and personnel as either party may reasonably request. Each party shall keep such
information confidential in accordance with the terms of the existing
confidentiality and standstill agreement (the "Confidentiality/ Standstill
Agreement") between IVI and Checkmate, notwithstanding the expiration thereof on
March 31, 1998.

5.9 CONSENTS; APPROVALS

    IVI, Checkmate and Newco shall each use all reasonable efforts to obtain all
Approvals and IVI, Checkmate and Newco shall make all filings (including,
without limitation, all filings with United States, Canadian federal and
provincial and foreign governmental entities) required in connection with the
authorization, execution and delivery of this Agreement by IVI, Newco, Merger
Sub and Checkmate and the consummation by them of the transactions contemplated
hereby. IVI and Checkmate (with respect to themselves and their respective
subsidiaries), upon the reasonable request of any party hereto, shall furnish
all information required to be included in the Registration Statement, Proxy
Statements, Form S-3, Prospectus or for any Approval or other filing to be made
pursuant to all Laws in connection with the transactions contemplated by this
Agreement.

5.10 STOCK OPTIONS

        (a) On the Effective Date, IVI's obligations with respect to each
    outstanding option to purchase IVI Common Shares (each an "IVI Option")
    under IVI's 1997 Stock Option Plan ("IVI Option Plan"), and Checkmate's
    obligations with respect to each outstanding option to purchase Checkmate
    Common Shares (each a "Checkmate Option") under Checkmate's 1988 Employee
    Incentive Stock Option Plan, 1993 Stock Option Plan and 1994 Directors'
    Stock Option Plan (individually, a "Checkmate Stock Option Plan," and,
    collectively, the "Checkmate Stock Option Plans") (the IVI Option Plan and
    the Checkmate Stock Option Plans are collectively referred to herein as the
    "Stock Option Plans"), whether vested or unvested, will be assumed by Newco
    and, on such assumption, the rights to acquire IVI Common Shares under the
    IVI Option Plan and the rights to acquire Checkmate Common Shares under the
    Checkmate Stock Option Plans shall be exchanged for rights to acquire Newco
    Common Stock under such plans. Each IVI Option and Checkmate Option so
    assumed by Newco under this Agreement shall continue to have, and be subject
    to, the same terms and conditions set forth in the IVI Option Plan or the
    Checkmate Stock Option Plans, as the case may be, and the agreement pursuant
    to which such IVI Option or Checkmate Option, as the case may be, was issued
    as in effect immediately prior to the Effective Date, except that

           (i) such IVI Option or Checkmate Option, as the case may be, will be
       deemed to constitute an option to purchase that number of shares of Newco
       Common Stock that the holder of such option would have been entitled to
       receive pursuant to the Arrangement or the Merger, as the case may be,
       had such holder exercised such option immediately prior to the Effective
       Date (not taking into account whether such option was in fact
       exercisable), rounded down to the nearest whole number of shares of Newco
       Common Stock, and

           (ii) the per share exercise price for the shares of Newco Common
       Stock issuable upon exercise of such assumed IVI Option or Checkmate
       Option, as the case may be, will be equal to the quotient determined by
       dividing the exercise price per share of IVI Common Shares or Checkmate
       Common Shares at which such IVI Option or Checkmate Option, as the case
       may be, was exercisable immediately prior to the Effective Date by the
       IVI Exchange Ratio or the Checkmate Exchange Ratio, as the case may be,
       and rounding the resulting exercise price up to the nearest whole cent.

        (b) It is the intention of the parties that the IVI Options and
    Checkmate Options assumed by Newco qualify following the Effective Date as
    incentive stock options as defined in the Code

                                       11
<PAGE>
    ("ISOs"), to the extent the IVI Options or Checkmate Options, as the case
    may be, qualified as ISOs prior to the Effective Date.

        (c) IVI and Checkmate shall obtain any required consents of holders of
    such options to such assumptions prior to the Effective Date.

        (d) As soon as practicable after the Effective Date, Newco shall deliver
    to each holder of an outstanding IVI Option or Checkmate Option, an
    appropriate notice setting forth such holder's rights pursuant thereto and
    such IVI Option or Checkmate Option shall continue in effect on the same
    terms and conditions (including further anti-dilution provisions, and
    subject to the adjustments required by this Section 5.10 after giving effect
    to the Transactions). Newco shall comply with the terms of all such IVI
    Options and Checkmate Options. Newco shall take all corporate action
    necessary to reserve for issuance a sufficient number of shares of Newco
    Common Stock for delivery pursuant to the terms set forth in this Section
    5.10.

        (e) Newco shall file and cause to become effective not later than the
    Effective Date a registration statement on Form S-8 under the Securities Act
    with respect to the issuance of shares of Newco Common Stock upon exercise
    of those IVI Options and Checkmate Options referred to in this Section 5.10
    and shall keep such registration statement effective throughout the term of
    such options.

5.11 AGREEMENTS OF AFFILIATES

    Each of IVI and Checkmate shall deliver to Newco and to the other, prior to
the date the Registration Statement becomes effective under the Securities Act,
a letter (each, an "Affiliate Letter") identifying all persons who are, or may
be deemed to be, at the Effective Time, affiliates of IVI or Checkmate, as the
case may be, for purposes of Rule 145 under the Securities Act. Each of IVI and
Checkmate shall use its reasonable best efforts to cause each person who is
identified as an "affiliate" in the Affiliate Letter to deliver to Newco and to
the other, prior to the Effective Date, a written agreement (an "Affiliate
Agreement") substantially in the form of Exhibit G-1 or G-2, respectively. Newco
shall be entitled to place restrictive legends upon certificates for shares of
Newco Common Stock issued to affiliates of Checkmate or IVI in connection with
the Transactions to enforce applicable provisions of Law.

5.12 INDEMNIFICATION AND INSURANCE

    The provisions of this Section 5.12 are intended for the benefit of the
parties indemnified herein, and shall be enforceable by such parties.

        (a) The By-Laws of IVI and the By-Laws of the Surviving Corporation
    shall not be amended, repealed or otherwise modified, for a period of six
    years from the Effective Date in any manner that would adversely affect the
    rights thereunder of individuals who immediately prior to the Effective Date
    were directors, officers, employees or agents of IVI or Checkmate, as the
    case may be, unless such modification is required by Law.

        (b) Newco shall, to the fullest extent permitted under applicable Law,
    indemnify and hold harmless, each present and former director, officer,
    employee, fiduciary and agent of each of IVI and Checkmate or any of their
    subsidiaries (collectively, the "Indemnified Parties") against any costs or
    expenses (including attorneys' fees), judgments, fines, losses, claims,
    damages, Liabilities and amounts paid in settlement in connection with any
    Litigation, claim, action, suit, proceeding or investigation, whether civil,
    criminal, administrative or investigative, arising out of or pertaining to
    any action or omission occurring at or prior to the Effective Date
    (including, without limitation, the transactions contemplated by this
    Agreement) for a period of six years after the Effective Date; PROVIDED,
    HOWEVER, that in the event that any claim or claims for indemnification are
    asserted or made within such six-year period, all rights to indemnification
    in respect of any such claim or claims shall continue until the disposition
    of any and all such claims. The Indemnified Parties as a group may

                                       12
<PAGE>
    retain only one law firm to represent them with respect to any single action
    unless there is, under applicable standards of professional conduct, a
    conflict on any significant issue between the positions of any two or more
    Indemnified Parties. Any counsel retained by the Indemnified Parties shall
    be reasonably satisfactory to Newco and Newco shall not be liable for any
    settlement effected without its written consent (which consent shall not be
    unreasonably withheld).

        (c) If Newco or any successors or assigns of Newco shall consolidate
    with or merge into any other person and shall not be the continuing or
    surviving person of such consolation or merger or shall transfer all or
    substantially all of its properties to any person, then and in each case,
    proper provision shall be made, so that such successors and assigns shall
    assume the obligations of Section 5.12(b).

        (d) Newco shall obtain directors' and officers' insurance for the
    directors and officers of Newco, Checkmate and IVI, including, without
    limitation, policy limits at least as high as, and risks protected against
    at least as expansive as, Checkmate's just prior to the date hereof.

5.13 NOTIFICATION OF CERTAIN MATTERS

    Each party hereto shall give prompt notice to all other parties of:

           (i) the occurrence, or non-occurrence, of any event the occurrence,
       or non-occurrence, of which would be likely to cause any representation
       or warranty of such party contained in this Agreement to be incomplete,
       untrue or inaccurate; and

           (ii) any failure of such party materially to comply with or satisfy
       any covenant, condition or agreement to be complied with or satisfied by
       it hereunder;

    PROVIDED, HOWEVER, that the delivery of any notice pursuant to this Section
5.13 shall not limit or otherwise affect the remedies available hereunder to the
party receiving such notice; and

    PROVIDED, FURTHER, that failure to give such notice shall not be treated as
a breach of covenant for the purposes of Sections 11.2(b) or 11.3(b) unless the
failure to give such notice results in material prejudice to IVI or Checkmate,
as the case may be.

5.14 FURTHER ACTION

    Upon the terms and subject to the conditions hereof, each of the parties
hereto shall use all reasonable efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all other things necessary, proper or
advisable to consummate and make effective as promptly as practicable the
transactions contemplated by this Agreement, to obtain in a timely manner all
necessary waivers, consents and Approvals and to effect all necessary
registrations and filings, and to otherwise satisfy or cause to be satisfied all
conditions precedent to its obligations under this Agreement. In addition, IVI
and Checkmate shall provide each other with such cooperation and information as
either of them reasonably may request of the other in filing any Tax Return,
amended Tax Return or claim for refund, determining a Liability for Taxes or a
right to a refund of Taxes, participating in or conducting any audit or other
proceeding in respect of Taxes or making representations to or furnishing
information to parties subsequently desiring to purchase any of the Newco Common
Stock. Such cooperation and information shall include providing copies of
relevant Tax Returns or portions thereof, together with accompanying schedules,
related work papers and documents relating to rulings or other determinations by
Tax authorities.

                                       13



<PAGE>
5.15 PUBLIC ANNOUNCEMENTS

    IVI and Checkmate shall consult with each other before issuing any press
release or otherwise making any public statements with respect to the
Transactions or this Agreement and shall not issue any such press release or
make any such public statement without the prior consent of such other party,
which shall not be unreasonably withheld; PROVIDED, HOWEVER, that IVI or
Checkmate may, without the prior consent of such other party, issue such press
release or make such public statement as may upon the advice of counsel be
required by Law, the SEC, NASD, TSE, OSC or any other governmental entity to
which such party is subject if it has used all reasonable efforts to consult
with such other party as to the timing and content of such release or statement.

5.16 LISTING OF NEWCO COMMON STOCK AND EXCHANGEABLE SHARES

    Newco shall use its reasonable best efforts to cause the shares of Newco
Common Stock to be issued in the Transactions (including shares of Newco Common
Stock to be issued as a result of rights attaching to the Exchangeable Shares)
to be approved for quotation on the Nasdaq National Market and listing on the
TSE. Newco and IVI shall use their reasonable best efforts to cause the
Exchangeable Shares to be approved for listing on the TSE.

5.17 CONVEYANCE TAXES

    IVI and Checkmate shall cooperate in the preparation, execution and filing
of all returns, questionnaires, applications or other documents regarding any
real property transfer or gains, sales, use, transfer, value added, stock
transfer and stamp taxes, any transfer, recording, registration and other fees,
and any similar taxes which become payable in connection with the Transactions
that are required or permitted to be filed on or before the Effective Date.

5.18 POOLING ACCOUNTING TREATMENT

    Each of IVI and Checkmate agree not to knowingly take any action that would
adversely affect the ability of Newco to treat the Transactions as a pooling of
interests under GAAP.

5.19 DIRECTORS AND OFFICERS

    Effective as of the Effective Time:

        (a) the Newco Board of Directors shall increase the number of Directors
    from four to nine and the Board of Directors shall be constituted in the
    following manner:

           (i) three nominees of IVI (the "IVI Directors"), including George
       Whitton and L. Barry Thomson;

           (ii) three nominees of Checkmate (the "Checkmate Directors"),
       including J. Stanford Spence and Gregory A. Lewis; and

           (iii) three Directors mutually agreed upon by IVI and Checkmate (the
       "Outside Directors"), which shall include Gerard Compain and a second
       nominee of Ingenico;

        (b) the Board of Directors of the Surviving Corporation shall be
    comprised of four members, being J. Stanford Spence, George Whitton, L.
    Barry Thomson and Gregory A. Lewis;

        (c) IVI shall cause all of its Directors but L. Barry Thomson to resign,
    the number of Directors who shall constitute the whole Board shall be
    reduced to three and the Directors shall elect J. Stanford Spence and the
    senior operating officer of IVI as new Directors for the balance of the term
    and until their successors shall have been elected and qualified;

                                       14
<PAGE>
        (d) the Newco Board of Directors shall cause the officers of Newco to
    include J. Stanford Spence as Chairman, George Whitton as Vice-Chairman and
    L. Barry Thomson as President and Chief Executive Officer; provided that in
    the event that the Chairman becomes inactive (as defined in his employment
    agreement) for any reason, the Vice-Chairman shall assume the position of
    Chairman;

        (e) the Board of Directors of the Surviving Corporation shall cause the
    Officers of the Surviving Corporation to include L. Barry Thomson as Chief
    Executive Officer, Gregory A. Lewis as President and Chief Operating
    Officer, William McKiever as Executive Vice-President, Sales and Marketing,
    John C. Neubert as Executive Vice-President and Chief Financial Officer and
    Alan Roberts as Vice-President, Development; and

        (f) the Newco Board of Directors shall appoint and constitute four
    Committees of the Board of Directors, being the Audit Committee, the
    Nomination/Governance Committee, the Compensation Committee and the
    Executive Committee. The Executive Committee shall be comprised of J.
    Stanford Spence, L. Barry Thomson and Gerard Compain. The Executive
    Committee's mandate will include the review of key operational and strategic
    initiatives of management and will be regularly consulted by management.
    Each of the other committees will be comprised of three members, being a
    nominee of the IVI Directors, a nominee of the Checkmate Directors and a
    nominee of the Outside Directors, except for the Nomination/Governance
    Committee which shall be comprised of four members. In the case of the
    Nomination/Governance Committee, it shall be comprised of J. Stanford
    Spence, George Whitton, Gerard Compain and one Outside Director, who is not
    associated with Ingenico, who shall be chairman of such committee.

5.20 STRATEGIC ALLIANCE WITH INGENICO

    IVI shall assign to Newco, in a tax-efficient manner, as of the Effective
Time, all of its right, title, interest and obligations in, to and under certain
agreements between IVI and Ingenico, being the Master Alliance Agreement dated
December 5, 1996, the Investment Agreement dated December 5, 1996, as amended,
the Marketing and Distribution Agreement dated December 17, 1996, the Joint
Development and Procurement Agreement dated December 17, 1996, the Technology
License Agreement dated December 17, 1996 and the Latin America Unanimous
Shareholders' Agreement dated December 17, 1996.

5.21 FAIR PRICE AND BUSINESS COMBINATIONS REQUIREMENTS

    Checkmate shall take all steps necessary to ensure that the provisions of
Article 11, Part 2 and Part 3, Sections 14-2-1110 through 1113 and 14-2-1131
through 1133 (and any successor provisions thereto) and any other applicable
State Take-Over Laws of the Georgia Law are satisfied and do not in any way
inhibit, affect or prohibit the Transactions.

5.22 SHAREHOLDER PROTECTION RIGHTS REDEMPTION

    Checkmate shall take all necessary action (including, if required, redeeming
all of the outstanding rights or amending or terminating the Shareholder
Protection Rights Agreement between Checkmate and First Union National Bank
dated October 13, 1997 (the "Shareholder Protection Rights Agreement")) so that
the entering into of this Agreement and consummation of the transactions
contemplated hereby do not and will not result in the grant of any rights to any
person under the Shareholder Protection Rights Agreement or enable or require
such rights to be exercised, distributed or triggered. Checkmate shall not,
except in accordance with the acceptance of a Superior Proposal, waive,
terminate or otherwise render the Shareholder Protection Rights Agreement
inoperative with respect to any other Acquisition Proposal.

                                       15
<PAGE>
5.23 EMPLOYMENT AGREEMENTS

    On or before the Effective Date Newco or one of its subsidiaries shall enter
into or assume responsibility for Employment Agreements with J. Stanford Spence,
George Whitton, L. Barry Thomson, Gregory A. Lewis and John C. Neubert,
substantially on the terms set forth in Exhibit H to take effect at the
Effective Time.

5.24 REORGANIZATION TREATMENT

    Each of IVI and Checkmate agree not to knowingly take any action that will
adversely affect the ability of IVI, Checkmate, Newco and Merger Sub to treat

           (i) the Merger as a reorganization under Sections 368 (a)(1)(A) and
       368(a)(2)(E) of the Code,

           (ii) the Arrangement as a reorganization of capital under Section 86
       of the ITA, and

           (iii) the transfers of IVI Common Shares, Call Rights and Checkmate
       Common Shares to Newco as a tax-free transaction under Section 351 of the
       Code.

5.25 COMBINED FINANCIAL RESULTS

    Each of Surviving Corporation, IVI and Newco covenant and agree for the
benefit of the persons specified in Schedules 6.25 and 7.25 that, as promptly as
practicable following the Effective Time and in any event no later than 45 days
after the end of the calendar month in which the Effective Time occurs it will
publicly release the combined financial results of IVI and the Surviving
Corporation for the 30 or 31-day period ending on a calendar month end following
the Effective Date.

              ARTICLE 6.00--REPRESENTATIONS AND WARRANTIES OF IVI

    Except as set forth in the IVI Disclosure Schedule, IVI hereby represents
and warrants to Checkmate that:

6.1 ORGANIZATION AND QUALIFICATION; SUBSIDIARIES

    IVI and each of its subsidiaries is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization and has the requisite corporate power and
authority and is in possession of or has duly made all federal, state,
provincial, local and foreign governmental franchises, grants, authorizations,
licences, permits, easements, consents, certificates, rights, filings,
registration declarations, approvals and orders ("Approvals") necessary to own,
lease and operate the properties it purports to own, operate or lease and to
carry on its business as it is now being conducted, except where the failure to
have such power, authority and Approvals would not have a Material Adverse
Effect. Each of IVI and each of its subsidiaries is duly qualified or licensed
as a foreign corporation to do business, and is in good standing, in each
jurisdiction where the character of its properties owned, leased or operated by
it or the nature of its activities makes such qualification or licensing
necessary, except for such failures to be so duly qualified or licensed and in
good standing that would not have a Material Adverse Effect. A true and complete
list of all of IVI's subsidiaries, together with the jurisdiction of
incorporation or organization of each subsidiary is set forth in Section 6.1 of
the written disclosure schedule previously delivered by IVI to Checkmate (the
"IVI Disclosure Schedule"). Except as set forth in Section 6.1 of the IVI
Disclosure Schedule, IVI or one of its subsidiaries owns all of the issued and
outstanding equity or similar securities of each IVI subsidiary. No equity or
similar securities of any IVI subsidiary are or may become required to be issued
by reasons of any Rights, and there are no Contracts by which IVI or any IVI
subsidiary is bound to issue additional equity or similar securities or Rights
or by which IVI or any IVI subsidiary is or may be bound to transfer any equity
or similar securities of any IVI subsidiary. There are no Contracts relating to
the rights of IVI or any IVI subsidiary to vote or to dispose of any equity or
similar

                                       16
<PAGE>
securities of any IVI subsidiary. All of the equity or similar securities of
each IVI subsidiary held by IVI or another IVI subsidiary are fully paid and
nonassessable under the applicable corporation Law of the jurisdiction in which
such subsidiary is incorporated or organized and are owned by IVI or an IVI
subsidiary free and clear of any Lien. Except as set forth in Section 6.1 of the
IVI Disclosure Schedule, neither IVI nor any IVI subsidiary directly or
indirectly owns any equity or similar interest in, or any Rights in, any
corporation, partnership, joint venture or other business association or entity.

6.2 ARTICLES OF CONTINUATION AND BY-LAWS; MINUTES

    IVI has heretofore furnished to Checkmate a complete and correct copy of its
Articles of Continuation and By-Laws, as amended to date, and equivalent
organizational documents of each of its subsidiaries. Such Articles of
Continuation, By-Laws and equivalent organizational documents of each of its
subsidiaries are in full force and effect. Neither IVI nor any of its
subsidiaries is in violation of any of the provisions of its Articles of
Continuation or By-Laws or equivalent organizational documents. The minute books
of IVI and its subsidiaries have been made available to Checkmate for review.
Except as disclosed in Section 6.2 of the IVI Disclosure Schedule, the minute
books of IVI and its subsidiaries provided to Checkmate pursuant to this Section
6.2 are true and complete in all material respects as of the date of this
Agreement and accurately reflect in all material respects all proceedings of the
Board of Directors and equity securities holders thereof.

6.3 CAPITALIZATION

    The authorized capital stock of IVI consists of an unlimited number of IVI
Common Shares and an unlimited number of preference shares, issuable in series
(the "IVI Preference Shares"). As of January 8, 1998:

           (i) 9,163,135 IVI Common Shares were issued and outstanding, all of
       which are validly issued, fully paid and nonassessable under the CBCA.
       None of the outstanding shares of capital stock of IVI has been issued in
       violation of any preemptive rights of any current or past holder of IVI
       share capital;

           (ii) no IVI Common Shares were held by subsidiaries of IVI;

           (iii) IVI has outstanding IVI Options to purchase 477,100 IVI Common
       Shares pursuant to the IVI Option Plan. Section 6.3 of the IVI Disclosure
       Schedule accurately sets forth the name of each optionee, the number of
       IVI Common Shares subject to each such IVI Option, the date of grant,
       exercise price and termination date of each such IVI Option, and a
       vesting schedule for each such IVI Option. Section 6.3 of the IVI
       Disclosure Schedule sets forth a true and correct copy of the IVI Option
       Plan;

           (iv) except as is provided by the Investment Agreement between IVI
       and Ingenico dated December 5, 1996, as amended (the "Participation
       Right") or as set forth in this Section 6.3 or in Section 6.3 or Section
       6.11 of the IVI Disclosure Schedule, there are not any shares of capital
       stock or other ownership interests of IVI authorized, reserved for
       issuance, issued or outstanding or any outstanding Rights relating to the
       share capital or other ownership interests of IVI;

           (v) no IVI Preference Shares were issued or outstanding.

    No change in such capitalization has occurred between January 8, 1997 and
the date hereof, except for the issuance of IVI Common Shares under the exercise
of options or other Rights outstanding prior to January 8, 1998.

                                       17
<PAGE>
6.4 AUTHORITY RELATIVE TO THIS AGREEMENT

    IVI has all necessary corporate power and authority to execute and deliver
this Agreement and to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by IVI and the consummation by IVI of the transactions contemplated hereby have
been duly and validly authorized by all necessary corporate action and no other
corporate proceedings on the part of IVI are necessary to authorize this
Agreement or to consummate the transactions so contemplated (other than the
approval and adoption of the Arrangement by the holders of at least two-thirds
of the outstanding shares of IVI Common Shares who are permitted to, and who,
vote in accordance with and subject to the CBCA, the OSA, IVI's Articles of
Continuation and By-Laws and the approval of the Court in accordance with the
CBCA). The Board of Directors of IVI has determined that it is advisable and in
the best interest of IVI's shareholders for IVI to enter into a business
combination with Checkmate, Newco and Merger Sub upon the terms and subject to
the conditions of this Agreement. This Agreement has been duly and validly
executed and delivered by IVI and, assuming the due authorization, execution and
delivery by Checkmate, Newco and Merger Sub, as applicable, and subject to
approval by the holders of IVI Common Shares and approval of the Court,
constitutes a legal, valid and binding obligation of IVI.

6.5 MATERIAL CONTRACTS; NO CONFLICT; REQUIRED FILINGS AND CONSENTS

        (a) Section 6.5(a) of the IVI Disclosure Schedule includes a list of:

           (i) all material Contracts of IVI and its subsidiaries including,
       without limitation,

               A. any Contract which restricts or prohibits IVI or any
           subsidiary of IVI from engaging in any business activity in any
           geographic area, line of business or otherwise in competition with
           any person, and

               B. any Contracts with Ingenico; and

           (ii) all agreements which, as of the date hereof, would be required
       to be filed as an exhibit to Form 10-K filed by IVI pursuant to the
       requirements of the Exchange Act and the SEC's rules thereunder ((i) and
       (ii) being, collectively, the "IVI Material Contracts").

        (b) The execution and delivery of this Agreement by IVI does not, and
    the performance of this Agreement by IVI will not,

           (i) conflict with or result in a default or violation of the Articles
       of Continuation or By-Laws or equivalent organizational documents of IVI
       or any of its subsidiaries,

           (ii) conflict with or violate any Law or Order applicable to IVI or
       any of its subsidiaries or by which its or any of their respective
       businesses or properties is bound or affected, or

           (iii) result in any default or violation, or impair IVI's or any of
       its subsidiaries' rights or alter the rights or obligations of any third
       party under, or give to others any rights of termination, amendment,
       acceleration or cancellation of, any IVI Material Contract, or result in
       the creation of a Lien on any of the properties of IVI or any of its
       subsidiaries pursuant to any Contract or Approval to which IVI or any of
       its subsidiaries is a party or by which IVI or any of its subsidiaries or
       its or any of their respective properties is bound or affected.

        (c) No Approval of or with any court, administrative agency or
    commission or other governmental authority or instrumentality, federal,
    state, provincial, local, or foreign (each a "governmental entity"), is
    required to be obtained by IVI or any of its subsidiaries in connection with
    the execution and delivery of this Agreement or the Plan of Arrangement or
    the consummation of the Transactions, except for:

                                       18
<PAGE>
           (i) the filing with the OSC, the SEC, the Director and the Court and
       the mailing to shareholders of IVI of the IVI Proxy Statement;

           (ii) the furnishing to the SEC of such reports and information under
       the Exchange Act and the rules and regulations promulgated by the SEC
       thereunder, as may be required in connection with this Agreement and the
       Transactions (the "IVI SEC Filings");

           (iii) approval by the Court of the Arrangement and the filings of the
       Articles of Arrangement and any other required amalgamation, arrangement,
       notice or other documents as required by the CBCA;

           (iv) such Approvals as may be required under state "control share
       acquisition," "anti-takeover", "fair price", "business combinations" or
       other similar statutes and regulations (collectively, "State Takeover
       Laws");

           (v) such Approvals as may be required under the OSA and other
       relevant Canadian securities Laws, any other applicable federal,
       provincial or state securities Laws and the rules of the NASD or the TSE;

           (vi) such filings and notifications as may be necessary under the HSR
       Act;

           (vii) required notices and filings under the INVESTMENT CANADA ACT
       and under the COMPETITION ACT (Canada); and

           (vii) where the failure to obtain such Approval, would not prevent or
       delay the consummation of the Arrangement or otherwise would not have a
       Material Adverse Effect on IVI.

6.6 COMPLIANCE; PERMITS

        (a) Neither IVI nor any of its subsidiaries is in conflict with, or in
    default or violation of,

           (i) any Law or Order applicable to IVI or any of its subsidiaries or
       by which its or any of their respective properties or businesses is bound
       or affected, or

           (ii) any Contract to which IVI or any of its subsidiaries is a party
       or by which IVI or any of its subsidiaries or its or any of their
       respective properties is bound or affected, except for any such
       conflicts, defaults or violations which would not have a Material Adverse
       Effect. All of the indebtedness of IVI or any subsidiary of IVI (and all
       indebtedness guaranteed by any such person) for money borrowed is
       prepayable at any time by such person without penalty or premium.

        (b) IVI and its subsidiaries hold all Approvals from governmental
    entities that are material to the operation of the business of IVI and its
    subsidiaries (collectively, the "IVI Permits"). IVI and its subsidiaries are
    in compliance with, and not in default or violation of, the terms of IVI
    Permits, except where the failure to so comply, or such default or
    violation, would not have a Material Adverse Effect.

           (i) Except as disclosed in Section 6.6 of the IVI Disclosure
       Schedule, neither IVI nor any IVI subsidiary has, since January 1, 1995,
       received any notification or communication from any governmental entity
       (a) asserting that IVI or any IVI subsidiary is not in compliance in any
       material respect with any Law or Order, (b) threatening to revoke any IVI
       Permits, or (c) requiring IVI or any IVI subsidiary to (1) enter into or
       consent to the issuance of a cease and desist order (or other similar
       Order) or a formal agreement, directive, commitment or memorandum of
       understanding (or other similar Contract), or (2) to adopt any board or
       shareholder resolution or similar undertaking.

                                       19
<PAGE>
6.7 SECURITIES REGULATORY AUTHORITY REPORTS AND FINANCIAL STATEMENTS

        (a) CANADIAN COMPLIANCE

        Since January 1, 1995, IVI has filed all forms, reports and documents
    with the OSC required to be filed by it pursuant to the OSA and the
    regulations promulgated thereunder and the applicable policies and rules of
    the OSC (collectively, the "IVI OSC Reports"), all of which have complied in
    all material respects with all applicable requirements of such statute,
    regulations, policies and rules. None of the IVI OSC Reports, at the time
    filed or as subsequently amended, contained any untrue statement of a
    material fact or omitted to state a material fact required to be stated
    therein or necessary in order to make the statements made therein, in light
    of the circumstances under which they were made, not misleading. IVI has
    delivered to Checkmate's counsel correct and complete copies of each IVI OSC
    Report.

        (b) SEC REPORTS

        IVI has delivered to Checkmate's counsel correct and complete copies of
    each report, schedule, registration statement and definitive proxy or
    information statement (if any) filed by IVI with the SEC on or after January
    1, 1995 (the "IVI SEC Documents"), which are all the documents that IVI was
    required to file with the SEC on or after such date and all of which were
    timely filed in accordance with the rules and regulations of the SEC. As of
    their respective dates or, in the case of registration statements, their
    effective dates (or if amended or superseded by a filing prior to the date
    of this Agreement, then on the date of such filing), none of the IVI SEC
    Documents (including all exhibits and schedules thereto and documents
    incorporated by reference therein) contained any untrue statement of a
    material fact or omitted to state a material fact required to be stated
    therein or necessary in order to make the statements therein, in light of
    the circumstances under which they were made, not misleading, and the IVI
    SEC Documents complied when filed in all material respects with the then
    applicable requirements of the Securities Act or the Exchange Act, as the
    case may be, and the rules and regulations promulgated by the SEC
    thereunder. IVI has filed all material documents and agreements which were
    required to be filed as exhibits to the IVI SEC Documents.

        (c) FINANCIAL STATEMENTS

        The consolidated balance sheets and the consolidated statements of
    operations, retained earnings and cash flows (including the related notes
    thereto) of IVI contained in the IVI OSC Reports are in accordance with the
    books and records of IVI and its subsidiaries, and present fairly the
    consolidated financial position and the consolidated results of operations
    and cash flows of IVI and its consolidated subsidiaries as of the dates or
    for the periods presented therein in conformity with Canadian generally
    accepted accounting principles and have been reconciled to GAAP as set out
    in the notes to such financial statements, applied on a consistent basis
    during the periods involved, except as otherwise noted therein and subject
    in the case of quarterly financial statements to normal and recurring year-
    end audit adjustments, none of which were or are reasonably expected to be
    material as to kind or amount, individually or in the aggregate.

6.8 ABSENCE OF CERTAIN CHANGES OR EVENTS

    Except as set forth in Section 6.8 of the IVI Disclosure Schedule and the
IVI OSC Reports and IVI SEC Reports, since September 30, 1997, IVI and its
subsidiaries have conducted their business in the ordinary course and there has
not occurred:

           (i) any Material Adverse Effect;

           (ii) any amendments or changes in the Articles of Continuation or
       By-laws of IVI or organizational documents of IVI's subsidiaries;

                                       20


<PAGE>
           (iii) any damage to, destruction or loss of any properties of IVI and
       its subsidiaries (whether or not covered by insurance) that have a
       Material Adverse Effect;

           (iv) any revaluation by IVI of any of its and its subsidiaries'
       properties, including, without limitation, writing down the value of
       capitalized software or inventory or writing off notes or accounts
       receivable other than in the ordinary course of business;

           (v) any other action or event that would have required the consent of
       Checkmate pursuant to Section 10.1 hereof had such action or event
       occurred after the date of this Agreement; or

           (vi) any sale of a material amount of the properties of IVI and its
       subsidiaries, except for the sale of inventory in the ordinary course of
       business.

6.9 NO UNDISCLOSED LIABILITIES

    Except as is disclosed in Section 6.9 of the IVI Disclosure Schedule,
neither IVI nor any of its subsidiaries has any Liabilities which are,
individually or in the aggregate, material to the business, operations or
financial condition of IVI and its subsidiaries on a consolidated basis, except
Liabilities

        (a) accrued or reserved against in IVI's balance sheet (including any
    related notes thereto) for the period ended September 30, 1997 included in
    the IVI OSC Reports (the "IVI Balance Sheet"),

        (b) incurred since September 30, 1997 in the ordinary course of business
    consistent with past practices

        (c) disclosed in the IVI OSC Reports, or

        (d) incurred in connection with this Agreement.

6.10 ABSENCE OF LITIGATION

    Except as set forth in Section 6.10 of the IVI Disclosure Schedule, there
are no claims, actions, suits, proceedings (arbitration, litigation or
otherwise) or investigations (collectively, "Litigation") pending or, to the
knowledge of IVI, threatened (or unasserted but considered by IVI probable of
assertion and which if asserted would have at least a reasonable probability of
an unfavorable outcome) against IVI or any of its subsidiaries, or any
properties or rights of IVI or any of its subsidiaries, before any governmental
entity that have a Material Adverse Effect, nor are there any Orders outstanding
against IVI or any IVI subsidiary that have a Material Adverse Effect. Section
6.10 of the IVI Disclosure Schedule contains a summary of all Litigation as of
the date of this Agreement to which IVI or an IVI subsidiary is a party, or for
which IVI or a subsidiary of IVI has any potential Liability.

6.11 EMPLOYEE BENEFIT PLANS; EMPLOYMENT AGREEMENTS

        (a) Section 6.11(a) of the IVI Disclosure Schedule lists all employee
    benefit plans (as defined in Section 3(3) of ERISA), regardless of whether
    ERISA is applicable thereto, all other bonus, stock option, stock purchase,
    incentive, deferred compensation, supplemental retirement, severance or
    termination pay, or medical, life or other insurance, supplemental
    unemployment benefits, profit-sharing, pension or retirement plans,
    agreements or arrangements and other similar fringe or employee benefit
    plans, programs or arrangements (including those sponsored by the federal or
    any provincial government of Canada, collectively "Government Sponsored or
    Mandated Plans") and any current or former (solely to the extent obligations
    thereunder are still enforceable) employment or executive compensation or
    severance Contracts, for the benefit of, or relating to, any employee of
    IVI, any trade or business (whether or not incorporated) which is a member
    of a controlled group including IVI or which is under common control with
    IVI (an "IVI ERISA Affiliate") within the meaning of Section 414 of the
    Code, or any subsidiary of IVI, as well as each plan with respect to

                                       21
<PAGE>
    which IVI or an IVI ERISA Affiliate could incur Liability if such plan has
    been or were terminated (together, along with all amendments thereto, the
    "IVI Employee Plans"), and a complete and correct copy of each such written
    IVI Employee Plan has been made available to Checkmate.

        (b) Except as set forth in Section 6.11(b) of the IVI Disclosure
    Schedule,

           (i) none of the IVI Employee Plans promises or provides retiree
       medical, post termination medical or other retiree or post termination
       welfare benefits to any person and none of the IVI Employee Plans is a
       "multiemployer plan" as such term is defined in Section 3(37) of ERISA;

           (ii) there has been no transaction or failure to act with respect to
       any IVI Employee Plan by any person, which could result in any material
       Liability of IVI or any of its subsidiaries;

           (iii) all IVI Employee Plans are in compliance in all material
       respects with the requirements prescribed by any and all Laws and Orders
       currently in effect with respect thereto, and IVI and each of its
       subsidiaries have performed all material obligations required to be
       performed by them under, are not in any material respect in default or
       violation of, and have no knowledge of any default or violation by any
       other party to, any of the IVI Employee Plans;

           (iv) each IVI Employee Plan intended to qualify under Section 401(a)
       of the Code and each trust intended to qualify under Section 501(a) of
       the Code is the subject of a favorable determination letter from the IRS,
       and to the knowledge of IVI nothing has occurred which may reasonably be
       expected to impair such determination;

           (v) all contributions required to be made to any IVI Employee Plan,
       under the terms of the IVI Employee Plan or any collective bargaining
       agreement, have been made on or before their due dates and a reasonable
       amount has been accrued for contributions to each IVI Employee Plan for
       the current plan years;

           (vi) with respect to each IVI Employee Plan subject to Title IV of
       ERISA, no "reportable event" within the meaning of Section 4043 of ERISA
       (excluding any such event for which the thirty (30) day notice
       requirement has been waived under the regulations to Section 4043 of
       ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has
       occurred;

           (vii) neither IVI nor any IVI ERISA Affiliate has incurred, nor
       reasonably expects to incur, any Liability under Title IV of ERISA (other
       than liability for premium payments to the Pension Benefit Guaranty
       Corporation arising in the ordinary course);

           (viii) no material oral or written representation or communication
       with respect to any aspect of the IVI Employee Plans has been made to
       employees of IVI or any IVI subsidiary prior to the date hereof that is
       not in accordance with the written or otherwise preexisting terms and
       provisions of such plans; and

           (ix) no IVI Employee Plan is an employee pension benefit plan as
       defined in ERISA Section 3(2).

        (c) Each IVI Employee Plan that is required or intended to be qualified
    under applicable Law or registered or approved by a governmental entity has
    been so qualified, registered or approved by the appropriate governmental
    entity, and nothing has occurred since the date of the last qualification,
    registration or approval to adversely affect, or cause, the appropriate
    governmental entity to revoke such qualification, registration or approval.

        (d) All contributions (including premiums) required by any Law or
    Contract to have been made or approved by IVI and its subsidiaries under or
    with respect to the IVI Employee Plans have been paid or accrued by IVI.
    Without limiting the foregoing, there are no material unfunded Liabilities
    under any IVI Employee Plan.

                                       22
<PAGE>
        (e) There is no pending or to the knowledge of IVI, threatened
    Litigation against IVI or any of its subsidiaries with respect to any of the
    IVI Employee Plans.

        (f) There is no pending or, to the knowledge of IVI, threatened
    Litigation by former or present employees of IVI and its subsidiaries (or
    their beneficiaries) with respect to the IVI Employee Plans or the assets or
    fiduciaries thereof (other than routine claims for benefits).

        (g) Neither IVI nor any of its subsidiaries maintains any 401(k) or
    other type of pension plan subject to Section 401(a) of the Code in the
    United States.

        (h) No condition or event has occurred with respect to the IVI Employee
    Plans which has a Material Adverse Effect.

           (i) IVI has made available to Checkmate:

           (ii) copies of all employment Contracts with officers of IVI or a
       subsidiary of IVI;

           (iii) copies of all Contracts with consultants or employees who are
       individuals obligating IVI and its subsidiaries (collectively) to make
       annual cash payments in an amount exceeding $100,000;

           (iv) a schedule listing all officers of IVI and its subsidiaries who
       have executed a non-competition agreement with IVI or a subsidiary of
       IVI;

           (i) copies of all severance Contracts, programs and policies of IVI
       and its subsidiaries with or relating to their employees;

           (i) copies of all plans, programs, Contracts and other arrangements
       of IVI and its subsidiaries with or relating to their employees which
       contain change in control provisions.

6.12 LABOUR MATTERS

           (i) There is no Litigation pending or, to the knowledge of IVI,
       threatened, between IVI or any of its subsidiaries and any of their
       respective current or former employees, which have or may have a Material
       Adverse Effect, or asserting that IVI or any subsidiary has committed an
       unfair labor practice (within the meaning of the National Labor Relations
       Act of the United States or any other comparable Law), or seeking to
       compel IVI or one of its subsidiaries to bargain with any labor union or
       other collective bargaining unit.

           (ii) Neither IVI nor any of its subsidiaries is a party to any
       collective bargaining agreement or other labour union contract applicable
       to persons employed by IVI or any of its subsidiaries nor does IVI know
       of any activities or proceedings of any labour union or other collective
       bargaining unit to organize any such employees.

           (iii) There are no strikes, slowdowns, work stops, lockouts, or other
       labor disputes pending, or, to the knowledge of IVI, threatened, by or
       with respect to any employees of IVI or any of its subsidiaries.

6.13 REGISTRATION STATEMENT; PROXY STATEMENT

    None of the information supplied or to be supplied by IVI in writing for
inclusion or incorporation by reference in

           (i) the Registration Statement,

           (ii) the Proxy Statements and the prospectus contained in the
       Registration Statement (the "Proxy Statement/Prospectus"),

                                       23
<PAGE>
           (iii) the Prospectus, and

           (iv) any other document to be filed with the SEC, OSC or any
       regulatory agency by Newco, Merger Sub or IVI in connection with the
       transactions contemplated by this Agreement (the "IVI Other Filings")
       will, at the respective times filed with the SEC, OSC or other regulatory
       agency and, in addition,

               A. in the case of the Proxy Statement/Prospectus, at the date it
           or any amendments or supplements thereto are mailed to shareholders,

               B. in the case of the Registration Statement, when it becomes
           effective under the Securities Act, and

               C. in the case of the Prospectus, at the date of the receipt from
           the OSC for the Prospectus,

       contain any untrue statement of a material fact or omit to state any
       material fact required to be stated therein or necessary in order to make
       the statements therein, in light of the circumstances under which they
       are made, not misleading. The IVI Proxy Statement will comply as to form
       in all material respects with the applicable provisions of the OSC and
       the Exchange Act and the rules and regulations thereunder. If at any time
       prior to the Effective Date any event relating to IVI or any of its
       respective affiliates, officers or directors should be discovered by IVI
       which should be set forth in an amendment to the Registration Statement
       or Prospectus, or a supplement to the IVI Proxy Statement, IVI shall
       promptly inform Newco and Checkmate.

    Notwithstanding the foregoing, IVI makes no representation or warranty with
respect to any information supplied by Checkmate or Newco which is contained in
any of the foregoing documents.

6.14 RESTRICTIONS ON BUSINESS ACTIVITIES

    Except for this Agreement and as set forth in Section 6.14 of the IVI
Disclosure Schedule, there is no material Contract or Order binding upon IVI or
any of its subsidiaries which has or could reasonably be expected to have the
effect of prohibiting or impairing any material business practice of IVI or any
of its subsidiaries, the acquisition of property by IVI or any of its
subsidiaries or the conduct of business by IVI or any of its subsidiaries as
currently conducted or as proposed to be conducted by IVI.

6.15 TITLE TO PROPERTY

    IVI owns no real property. Section 6.15 of the IVI Disclosure Schedule sets
forth a true and complete list of all real property leased by IVI or any of its
subsidiaries requiring annual lease payments of more than $50,000, and the
aggregate monthly rental or other fee payable under such lease. IVI and each of
its subsidiaries have good and marketable title to all of their properties, free
and clear of all Liens, except for any Lien:

           (i) identified in Section 6.15 of the IVI Disclosure Schedule or
       disclosed or reserved against in the IVI Balance Sheet;

           (ii) created, arising or existing under or in connection with any
       agreement or other matter referred to in the IVI Disclosure Schedule,
       provided that such Lien (and a description of its material terms) is
       identified with such Agreement or matter in the IVI Disclosure Schedule;

           (iii) relating to any Tax or other governmental charge or levy that
       is not yet due and payable;

           (iv) relating to, or created arising or existing in connection with,
       any Litigation that is being contested in good faith, provided that any
       such Lien (and a description of its material terms) is identified with
       such Litigation in the IVI Disclosure Schedule; or

                                       24
<PAGE>
           (v) which, individually or in the aggregate, would not result in a
       Material Adverse Effect to IVI;

and all leases pursuant to which IVI or any of its subsidiaries lease from
others material items or amounts of real or personal property, are in good
standing, valid, effective and enforceable in accordance with their respective
terms, and there is not, under any of such leases, any existing material default
or violation except where the lack of such good standing, validity,
effectiveness or enforceability or the existence of such default or violation
would not have a Material Adverse Effect. All the facilities of IVI and its
subsidiaries, except such as may be under construction, are in good operating
condition and repair, reasonable wear and tear excepted, and are usable in the
ordinary course of business consistent with past practice except where the
failure of such plants, structures and equipment to be in such good operating
condition and repair or so usable would not have a Material Adverse Effect. The
properties of IVI and its subsidiaries include, in the aggregate, all of the
properties required to operate the business of IVI and its subsidiaries as
presently conducted. All items of inventory of IVI and its subsidiaries
reflected in the IVI Balance Sheet consisted of items of a quality and quantity
usable and saleable in the ordinary course of business and conform to generally
accepted standards in the industry in which IVI and its subsidiaries are a part.

6.16 TAXES

        (a) For purposes of this Agreement, "Tax" or "Taxes" shall mean all
    taxes, fees, levies, duties, tariffs, imposts, premiums and governmental
    impositions or charges of any kind, payable to any federal, state,
    provincial, local or foreign taxing authority, including (without
    limitation):

           (i) income, capital, business, franchise, profits, corporate,
       alternative minimum, gross receipts, ad valorem, goods and services,
       customs, net worth, value added, sales, use, service, real or personal
       property, special assessments, capital stock, licence, payroll,
       withholding, employment, social security, workers' compensation,
       employment insurance or compensation, utility, severance, production,
       excise, stamp, occupation, premiums, windfall profits, transfer and gains
       taxes, surtaxes, fees, levies, duties, tariffs, imposts, premiums and
       governmental impositions, whether disputed or not; and

           (ii) interest, penalties, additional taxes and additions to tax
       imposed with respect thereto;

    and "Tax Returns" shall mean returns, reports and information statements of
    any kind with respect to Taxes required to be filed with Revenue Canada, the
    IRS or any other taxing authority, domestic or foreign, including, without
    limitation, consolidated, combined and unitary tax returns.

        (b) IVI and its subsidiaries have filed all Canadian and United States
    federal income Tax Returns and all other Tax Returns required to be filed by
    them on or prior to the date hereof, or requests for extensions have been
    timely filed, granted and have not expired; all Tax Returns filed by IVI and
    its subsidiaries are complete and accurate; and IVI and its subsidiaries
    have paid and discharged all Taxes when due, whether or not shown on any Tax
    Return, except such as are being contested in good faith by appropriate
    proceedings (in each case, as disclosed in Section 6.16(b) of the IVI
    Disclosure Schedule) and with respect to which IVI is maintaining reserves
    to the extent currently required for their payment; except to the extent
    that the failure so to file, to be complete and correct, to reserve or so to
    pay, individually or in the aggregate with all other such failures, would
    not have a Material Adverse Effect. Neither Revenue Canada, the IRS nor any
    other taxing authority is now asserting or, to the knowledge of IVI,
    threatening to assert against IVI or any of its subsidiaries any deficiency
    or claim for additional Taxes other than additional Taxes (except, in each
    case, as disclosed in Section 6.16(b) of the IVI Disclosure Schedule) with
    respect to which IVI is maintaining reserves in all material respects
    adequate for their payment. Except as disclosed in Section 6.16(b) of the
    IVI Disclosure Schedule, neither IVI nor any of its subsidiaries is
    currently being audited by any taxing authority nor has notice been given by
    any taxing authority that it will commence such an audit or

                                       25
<PAGE>
    examination. There are no Tax Liens on any properties of IVI or any
    subsidiary thereof and neither IVI nor any of its subsidiaries has granted
    any waiver of any statute of limitations with respect to, or any extension
    of a period for the assessment of, any Tax. Neither IVI nor any of its
    subsidiaries has received any notice of seizure from any taxation authority.
    The accruals and reserves for Taxes reflected in the IVI Balance Sheet are
    in all material respects sufficient to cover all Taxes accruable through the
    date thereof (including Taxes being contested and any deferred Taxes) in
    accordance with Canadian generally accepted accounting principles and, as of
    the Effective Date, such accruals and reserves, as adjusted for the passage
    of time through the Effective Date, will be sufficient for the then unpaid
    Taxes of IVI and its subsidiaries. Except as disclosed in Section 6.16(b) of
    IVI Disclosure Schedule, neither IVI nor any of its subsidiaries (whether as
    a result of the Transactions or otherwise) is required to include in income:

           (i) items in respect of any change in accounting principles or
       deferred intercompany transactions; or

           (ii) any installment sale gain,

       in each case where the inclusion in income would result in a tax
       Liability materially in excess of the reserves therefor.

        (c) IVI, on behalf of itself and all its subsidiaries, hereby represents
    that, other than as disclosed on Section 6.16(c) of the IVI Disclosure
    Schedule, and other than with respect to items the inaccuracy of which would
    not have a Material Adverse Effect:

           (i) neither IVI nor any of its subsidiaries has made any payment or
       is a party to any agreement, contract or arrangement that may result,
       separately or in the aggregate, in the payment of any "excess parachute
       payment" within the meaning of Section 280G of the Code, determined
       without regard to Section 280G(b)(4) of the Code;

           (ii) neither IVI nor any of its subsidiaries has been subject to any
       accumulated earnings tax or personal holding company tax;

           (iii) neither IVI nor any of its subsidiaries owns stock in a passive
       foreign investment company within the meaning of Section 1296 of the
       Code;

           (iv) neither IVI nor any of its subsidiaries is obligated under any
       agreement with respect to industrial development bonds or other
       obligations the tax exempt character of which for United States federal
       or state income tax purposes could be affected by the transactions
       contemplated hereunder; and

           (v) neither IVI nor any of its subsidiaries has, prior to the date
       hereof, acquired or had the use of any material property from a person
       with whom it was not dealing at arm's length, or disposed of any material
       property to a person with whom it was not dealing at arm's length for
       proceeds less than the fair market value thereof.

        (d) No power of attorney has been granted by IVI or any of its
    subsidiaries with respect to any matter relating to Taxes which is currently
    in force.

        (e) Neither IVI nor any of its subsidiaries

           (i) is a party to any agreement or arrangement (written or oral)
       providing for the allocation or sharing of Taxes, or

           (ii) has any Liability for Taxes of any person (other than IVI and
       its subsidiaries) under Treasury Regulation Section 1.1502-6 (or similar
       provision of Law) as a transferee or successor or by Contract or
       otherwise.

                                       26
<PAGE>
        (f) IVI and each of its subsidiaries has withheld all material amounts
    from each payment made to any of its respective past or present employees,
    officers or directors, suppliers, customers or other third parties the
    amount of all Taxes and other material deductions required to be withheld
    therefrom and have paid the same to the proper taxation authority or other
    receiving officers within the time required under applicable Law.

        (g) IVI has remitted to the appropriate tax authority when required by
    law to do so all amounts collected by it on account of all GST, retail sales
    and similar Taxes.

        (h) IVI has withheld from each payment made to any non-resident of
    Canada the amount of all material Taxes and other deductions required to be
    withheld therefrom and has paid the same to the proper taxation authority or
    other receiving officers within the time required under applicable Law.

        (i) IVI has not deducted any material amounts in computing its income in
    a taxation year which will be included in a subsequent taxation year under
    section 78 of the ITA.

        (j) IVI and all of the subsidiaries of IVI have taxation years ending on
    December 31 of each year.

        (k) Neither IVI nor any of its subsidiaries has (except as disclosed in
    section 6.16(k) of the IVI Disclosure Schedule), prior to the date hereof,

           (i) made or filed any election under Section 85 of the ITA with
       respect to the acquisition or disposition of any property; or

           (ii) made or filed any election under Section 83 of the ITA with
       respect to the payment out of the capital dividend account of IVI or any
       of its subsidiaries.

6.17 ENVIRONMENTAL MATTERS

        (a) Except in all cases as do not have a Material Adverse Effect, IVI
    and each of its subsidiaries;

           (i) have obtained all applicable Approvals which are required under
       foreign, federal, state, provincial or local laws relating to pollution
       or protection of human health or the environment, including Laws relating
       to emissions, discharges, releases or threatened releases of pollutants,
       contaminants or hazardous substances or wastes into ambient air, surface
       water, ground water or land or otherwise relating to the manufacture,
       processing, distribution, use, treatment, storage, disposal, transport or
       handling of pollutants, contaminants or hazardous substances or wastes
       ("Environmental Laws"); and

           (ii) are in compliance with all terms and conditions of such
       Approvals and also are in compliance with all other limitations,
       restrictions, conditions, standards, prohibitions, requirements,
       obligations, schedules and timetables contained in Environmental Laws or
       contained in any Law or Order issued, entered, promulgated or approved
       thereunder.

        (b) There is no Litigation pending or, to the knowledge of IVI,
    threatened before any governmental entity in which IVI or any IVI subsidiary
    or any of the properties owned, leased, managed or operated by IVI or one of
    its subsidiaries has been or, with respect to threatened Litigation, may be
    named as a defendant for alleged noncompliance (including by any
    predecessor) with any Environmental Law, whether or not occurring at, on,
    under, or involving a property owned, leased, managed, or operated (in whole
    or in part) by IVI or any subsidiary of IVI or any of their properties. To
    the knowledge of IVI, there is no reasonable basis for any Litigation of a
    type described in the immediately foregoing sentence.

        (c) During the period of IVI's or any of its subsidiaries'

           (i) ownership or operation of any of their respective current
       properties,

                                       27
<PAGE>
           (ii) participation in the management of any properties of any other
       person, or

           (iii) holding of a security interest in any properties of any other
       person, there have been no releases of "hazardous substances" in, on,
       under, or affecting such properties. Prior to the period of IVI's or any
       of its subsidiaries'

               A. ownership or operation of any of their respective current
           properties,

               B. IVI's or any of its subsidiaries' participation in the
           management of any properties of any other person, or

               C. holding of a security interest in any properties of any other
           person, there were no releases of "hazardous substances" in, on,
           under, or affecting any such properties.

        (d) For purposes of this Section 6.17 and Section 7.17, "hazardous
    substances" shall mean

           (i) any hazardous substance, hazardous material, hazardous waste,
       regulated substance or toxic substance (as those terms are defined by any
       applicable Environmental Laws) and

           (ii) any chemicals, pollutants, contaminants, petroleum, petroleum
       products, or oil (and specifically shall include asbestos requiring
       abatement, removal or encapsulation pursuant to the requirements of
       governmental authorities and any polychlorinated biphenyls).

6.18 BROKERS

    No broker, finder or investment banker (other than BancAmerica Robertson
Stephens) is entitled to any brokerage, finder's or other fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of IVI. A complete and correct copy of all
agreements between IVI and BancAmerica Robertson Stephens pursuant to which such
firm would be entitled to any payment relating to the transactions contemplated
hereunder are set forth in Section 6.18 of the IVI Disclosure Schedule.

6.19 FULL DISCLOSURE

    No statement contained in this Agreement or any certificate or schedule
furnished or to be furnished by IVI or any of its subsidiaries to Checkmate in,
or pursuant to the provisions of, this Agreement contains or shall contain any
untrue statement of a material fact or omits or will omit to state any material
fact necessary, in the light of the circumstances under which it was made, in
order to make the statements herein or therein not misleading.

6.20 INTELLECTUAL PROPERTY

        (a) Except in such instances that do not have a Material Adverse Effect,
    IVI or an IVI Subsidiary owns, or is licensed or otherwise possesses legally
    enforceable rights to use, all patents, trademarks, trade names, service
    marks, copyrights and any applications therefor, technology, know-how,
    computer software programs or applications (in both source code and object
    code form), tangible or intangible proprietary information or material and
    other intellectual property rights that are used or proposed to be used in
    the business of IVI and its subsidiaries as currently conducted. Section
    6.20 (a) of the IVI Disclosure Schedule lists all current and past (lapsed,
    expired, abandoned or canceled) patents, registered and material
    unregistered trademarks and service marks, registered and material
    unregistered copyrights, trade name, other intellectual property and any
    applications therefor owned by IVI and its subsidiaries (the "IVI
    Intellectual Property Rights"), and specifies the jurisdictions in which
    each such IVI Intellectual Property Right has been issued or registered (if
    any) or in which an application for such issuance and registration has been
    filed (if any), including the respective registration or application numbers
    and the names of all registered owners, together with a list of all

                                       28
<PAGE>
    of IVI's and its subsidiaries' currently marketed software products and an
    indication as to which, if any, of such software products have been
    registered for copyright protection with the United States or Canadian
    Copyright Office and any other foreign offices and by whom such items have
    been registered. Section 6.20 (a) of the IVI Disclosure Schedule includes
    and specifically identifies all third-party patents, trademarks or
    copyrights (including software), and other intellectual property (the "IVI
    Third Party Intellectual Property Rights") to the knowledge of IVI which are
    incorporated in, are, or form a part of, any product of IVI or are otherwise
    used in (or proposed to be used in) or necessary for the conduct of IVI's
    business as currently conducted. Section 6.20 (a) of the IVI Disclosure
    Schedule lists:

           (i) any requests IVI has received to make any such registration,
       including the identity of the requestor and the item requested to be so
       registered, and the jurisdiction for which such request has been made;

           (ii) except for object code licence agreements for IVI's and its
       subsidiaries' products executed in the ordinary course of business and in
       accordance with IVI's and its subsidiaries' past practices, all material
       licences, sublicences and other Contracts as to which IVI or any
       subsidiary of IVI is a party and pursuant to which any person is
       authorized to use any IVI Intellectual Property Right, including any
       trade secret material to IVI or any subsidiary of IVI; and

           (iii) all material licences, sublicences and other Contracts as to
       which IVI is a party and pursuant to which IVI is authorized to use any
       IVI Third Party Intellectual Property Rights, including any trade secret
       of a third party, and includes the identity of all parties thereto, a
       description of the nature and subject matter thereof, the applicable
       royalty and the term thereof.

        (b) IVI and its subsidiaries are not, nor will they be as a result of
    the execution and delivery of this Agreement by IVI or the performance of
    its obligations hereunder, in violation in any material respect of any
    licence, sublicence or Contract described in Section 6.20(a) of the IVI
    Disclosure Schedule. No Litigation with respect to the IVI Intellectual
    Property Rights, including any trade secret material to IVI, or IVI Third
    Party Intellectual Property Rights is currently pending or, to the knowledge
    of IVI, is threatened by any person, nor does IVI know of any valid grounds
    for any bona fide Litigation:

           (i) to the effect that the manufacture, sale, licensing or use of any
       product as now used, sold or licensed or proposed for use, sale or
       license by IVI or any of its subsidiaries infringes on any copyright,
       patent, trademark, service mark or trade secret;

           (ii) against the use by IVI or any of its subsidiaries of any
       trademarks, trade names, trade secrets, copyrights, patents, technology,
       know-how or computer software programs and applications used in IVI's or
       any of its subsidiaries, business as currently conducted or as proposed
       to be conducted by IVI or any of its subsidiaries;

           (iii) challenging the ownership, validity or effectiveness of any of
       the IVI Intellectual Property Rights, including trade secrets, material
       to IVI or any of its subsidiaries; or

           (iv) challenging IVI's or any of its subsidiaries' license or legally
       enforceable right to use of the IVI Third Party Intellectual Property
       Rights. To IVI's knowledge, all patents, registered trademarks, maskworks
       and copyrights held by IVI or any of its subsidiaries are valid and
       subsisting. Except as set forth in Section 6.20 (b) of the IVI Disclosure
       Schedule, to IVI's knowledge, there is no material unauthorized use,
       infringement or misappropriation of any of the IVI Intellectual Property
       by any third party, including any employee or former employee of IVI or
       any of its subsidiaries.

    Except as set forth in Section 6.20 (b) of the IVI Disclosure Schedule,
    neither IVI nor any of its subsidiaries

                                       29
<PAGE>
           (i) has been sued or charged in writing as a defendant in any
       Litigation, claim, suit, action or proceeding which involves a claim or
       infringement of trade secrets, any patents, trademarks, service marks,
       maskworks or copyrights and which has not been finally terminated prior
       to the date hereof, or been informed or notified by any third party that
       IVI or any of its subsidiaries may be engaged in such infringement, or

           (ii) has knowledge of any infringement Liability with respect to, or
       infringement by, IVI or any of its subsidiaries of any trade secret,
       patent, trademark, service mark, maskwork, copyright or other
       intellectual property of another.

        (c) Except as noted in Section 6.20 (c) of the IVI Disclosure Schedule,
    all software that is IVI Intellectual Property Rights and IVI's and its
    subsidiaries' business systems (including hardware and software) and
    products, are Year 2000 Compliant.

6.21 INTERESTED PARTY TRANSACTIONS

    Except as set forth in Section 6.21 of the IVI Disclosure Schedule, since
December 31, 1996, no event has occurred that would be required to be reported
as a Certain Relationship or Related Transaction, pursuant to Item 404 of
Regulation S-K promulgated by the SEC or that is a related party transaction for
the purposes of OSC Policy 9.1.

6.22 INSURANCE

    Section 6.22 of the IVI Disclosure Schedule lists all material insurance
policies and fidelity bonds covering the business, properties, operations,
employees, officers and directors of IVI and its subsidiaries. Except as is set
forth in Section 6.22 of the IVI Disclosure Schedule, there is no claim by IVI
or any of its subsidiaries pending under any of such policies or bonds as to
which coverage has been questioned, denied or disputed by the underwriters of
such policies or bonds. All premiums payable under all such policies and bonds
have been paid and IVI and its subsidiaries are otherwise in compliance in all
material respects with the terms of such policies and bonds (or other policies
and bonds providing substantially similar insurance coverage). Such policies of
insurance and bonds are of the type and in amounts customarily carried by
persons conducting businesses similar to those of IVI and its subsidiaries. IVI
and its subsidiaries have not received notice of and do not know of any
threatened termination of, or material premium increase with respect to, any of
such policies.

6.23 OPTION PLANS

    Except as set forth in Section 6.23 of the IVI Disclosure Schedule, the
Board of Directors of IVI has taken all necessary action (or refrained from
taking action, where appropriate) under the IVI Option Plan so that none of the
IVI Stock Options (or any portion thereof) will be entitled to receive cash or
other property as a result of the consummation of the transactions contemplated
hereby, but instead shall be assumed as provided in Section 5.10 hereof.

6.24 POOLING MATTERS

    Neither IVI nor to IVI's knowledge any of its affiliates has taken or agreed
to take any action that (without giving effect to any action taken or agreed to
be taken by Checkmate or any of its affiliates or Newco) would affect the
ability of Newco to account for the business combination to be effected by the
Transactions as a pooling of interests.

6.25 AFFILIATES

    Section 6.25 of the IVI Disclosure Schedule sets forth each person who, as
of the date hereof, is an affiliate of IVI.

                                       30


<PAGE>
6.26 OPINION OF FINANCIAL ADVISOR

    IVI has been advised by its financial advisor, BancAmerica Robertson
Stephens, that, in its opinion, as of the date hereof, the terms of the
Arrangement are fair to IVI from a financial point of view, and has delivered a
written copy of such opinion to IVI.

           ARTICLE 7.00--REPRESENTATIONS AND WARRANTIES OF CHECKMATE

    Except as set forth in the Checkmate Disclosure Schedule, Checkmate hereby
represents and warrants to IVI that:

7.1 ORGANIZATION AND QUALIFICATION; SUBSIDIARIES

    Checkmate and each of its subsidiaries is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation or organization and has the requisite corporate power and
authority and is in possession of or has duly made all Approvals necessary to
own, lease and operate the properties it purports to own, operate or lease and
to carry on its business as it is now being conducted, except where the failure
to have such power, authority and Approvals would not have a Material Adverse
Effect. Each of Checkmate and each of its subsidiaries is duly qualified or
licensed as a foreign corporation to do business, and is in good standing, in
each jurisdiction where the character of its properties owned, leased or
operated by it or the nature of its activities makes such qualification or
licensing necessary, except for such failures to be so duly qualified or
licensed and in good standing that would not have a Material Adverse Effect. A
true and complete list of all of Checkmate's subsidiaries, together with the
jurisdiction of incorporation or organization of each subsidiary is set forth in
Section 7.1 of the written disclosure schedule previously delivered by Checkmate
to IVI (the "Checkmate Disclosure Schedule"). Except as set forth in Section 7.1
of the Checkmate Disclosure Schedule, Checkmate or one of its subsidiaries owns
all of the issued and outstanding equity or similar securities of each Checkmate
subsidiary. No equity or similar securities of any Checkmate subsidiary are or
may become required to be issued by reason of any Rights, and there are no
Contracts by which Checkmate or any Checkmate subsidiary is bound to issue
additional equity or similar securities or Rights or by which Checkmate or any
Checkmate subsidiary is or may be bound to transfer any equity or similar
securities of any Checkmate subsidiary. There are no Contracts relating to the
rights of Checkmate or any Checkmate subsidiary to vote or to dispose of any
equity or similar securities of any Checkmate subsidiary. All of the equity or
similar securities of each Checkmate subsidiary held by Checkmate or another
Checkmate subsidiary are fully paid and nonassessable under the applicable
corporation Law of the jurisdiction in which such subsidiary is incorporated or
organized and are owned by Checkmate or a Checkmate subsidiary free and clear of
any Lien. Except as set forth in Section 7.1 of the Checkmate Disclosure
Schedule, neither Checkmate nor any Checkmate subsidiary directly or indirectly
owns any equity or similar interest in, or any Rights in, any corporation,
partnership, joint venture or other business association or entity.

7.2 ARTICLES OF INCORPORATION AND BY-LAWS; MINUTES

    Checkmate has heretofore furnished to IVI a complete and correct copy of its
Articles of Incorporation and By-Laws, as amended to date, and equivalent
organizational documents of each of its subsidiaries. Such Articles of
Incorporation, By-Laws and equivalent organizational documents of each of its
subsidiaries are in full force and effect. Neither Checkmate nor any of its
subsidiaries is in violation of any of the provisions of its Certificate of
Incorporation or By-Laws or equivalent organizational documents. The minute
books of Checkmate and its subsidiaries have been made available to IVI for
review. Except as disclosed in Section 7.2 of the Checkmate Disclosure Schedule,
the minute books of Checkmate and its subsidiaries provided to IVI pursuant to
this Section 7.2 are true and complete in all material respects as of the date
of this Agreement and accurately reflect in all material respects all
proceedings of the Board of Directors and equity securities holders thereof.

                                       31
<PAGE>
7.3 CAPITALIZATION

    The authorized capital stock of Checkmate consists of 40,000,000 shares of
Checkmate Common Stock. As of January 12, 1998:

           (i) 5,420,188 Checkmate Common Shares were issued and outstanding,
       all of which are validly issued, fully paid and nonassessable under the
       Georgia Law. None of the outstanding shares of capital stock of Checkmate
       has been issued in violation of any preemptive rights of any current or
       past holder of Checkmate capital stock;

           (ii) no Checkmate Common Shares were held by subsidiaries of
       Checkmate;

           (iii) Checkmate has outstanding Checkmate Options to purchase
       1,337,175 Checkmate Common Shares pursuant to Checkmate Stock Option
       Plans. Section 7.3 of the Checkmate Disclosure Schedule accurately sets
       forth the name of each optionee, the number of Checkmate Common Shares
       subject to each such Checkmate Option, the date of grant, exercise price
       and termination date of each such Checkmate Option, and a vesting
       schedule for each such Checkmate Option. Section 7.3 of the Checkmate
       Disclosure Schedule sets forth a true and correct copy of the Checkmate
       Stock Option Plans;

           (iv) except in connection with the Shareholder Protection Rights
       Agreement, as set forth in this Section 7.3, or as disclosed in Section
       7.3 or Section 7.11 of the Checkmate Disclosure Schedule, there are not
       any shares of capital stock or other ownership interests of Checkmate
       authorized, reserved for issuance, issued or outstanding or any
       outstanding Rights relating to the capital stock or other ownership
       interests of Checkmate.

    No change in such capitalization has occurred between January 12, 1998 and
the date hereof, except for the issuance of shares under the exercise of options
or other Rights outstanding prior to January 12, 1998.

7.4 AUTHORITY RELATIVE TO THIS AGREEMENT

    Checkmate has all necessary corporate power and authority to execute and
deliver this Agreement and to perform its obligations hereunder and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement by Checkmate and the consummation by Checkmate of the
transactions contemplated hereby have been duly and validly authorized by all
necessary corporate action and no other corporate proceedings on the part of
Checkmate are necessary to authorize this Agreement or to consummate the
transactions so contemplated (other than the approval and adoption of the Merger
by the holders of at least a majority of the outstanding Checkmate Common Shares
who are permitted to vote in accordance with the Georgia Law and Checkmate's
Articles of Incorporation). The Board of Directors of Checkmate has determined
that it is advisable and in the best interest of Checkmate's shareholders for
Checkmate to enter into a business combination with IVI, Newco and Merger Sub
upon the terms and subject to the conditions of this Agreement. This Agreement
has been duly and validly executed and delivered by Checkmate and, assuming the
due authorization, execution and delivery by IVI, Newco and Merger Sub, as
applicable, and subject to approval by the holders of Checkmate Common Shares,
constitutes a legal, valid and binding obligation of Checkmate.

7.5 MATERIAL CONTRACTS; NO CONFLICT; REQUIRED FILINGS AND CONSENTS

        (a) Section 7.5(a) of the Checkmate Disclosure Schedule includes a list
    of:

           (i) all material Contracts of Checkmate and its subsidiaries
       including, without limitation, any Contract which restricts or prohibits
       Checkmate or any subsidiary of Checkmate from engaging in any business
       activity in any geographic area, line of business or otherwise in
       competition with any person; and

                                       32
<PAGE>
           (ii) all Contracts which, as of the date hereof, would be required to
       be filed as an exhibit to a Form 10-K filed by Checkmate pursuant to the
       requirements of the Exchange Act, and the SEC's rules thereunder ((i) and
       (ii) being, collectively, the "Checkmate Material Contracts").

        (b) The execution and delivery of this Agreement by Checkmate does not,
    and the performance of this Agreement by Checkmate will not,

           (i) conflict with or result in a default or violation of the Articles
       of Incorporation or By-Laws or equivalent organizational documents of
       Checkmate or any of its subsidiaries,

           (ii) conflict with or violate any Law or Order applicable to
       Checkmate or any of its subsidiaries or by which its or any of their
       respective businesses or properties is bound or affected, or

           (iii) result in any default or violation or impair Checkmate's or any
       of its subsidiaries' rights or alter the rights or obligations of any
       third party under, or give to others any rights of termination,
       amendment, acceleration or cancellation of, any Checkmate Material
       Contract, or result in the creation of a Lien on any of the properties of
       Checkmate or any of its subsidiaries pursuant to any Contract or Approval
       to which Checkmate or any of its subsidiaries is a party or by which
       Checkmate or any of its subsidiaries or its or any of their respective
       properties is bound or affected.

        (c) No Approval of or with any governmental entity is required to be
    obtained by Checkmate or any of its subsidiaries in connection with the
    execution and delivery of this Agreement or the Merger or the consummation
    of the Transactions, except for:

           (i) the filing with SEC and the mailing to shareholders of Checkmate
       of the Checkmate Proxy Statement;

           (ii) the filing of the Registration Statement or the furnishing to
       the SEC of such reports and information under the Exchange Act and the
       rules and regulations promulgated by the SEC thereunder, as may be
       required in connection with this Agreement and the Transactions (the
       "Checkmate SEC Filings");

           (iii) Approvals as may be required under State Takeover Laws;

           (iv) such Approvals as may be required under applicable federal,
       provincial or state securities Laws and the rules of NASD;

           (v) such Approvals as may be necessary under the HSR Act; and

           (vi) where the failure to obtain such Approval would not prevent or
       delay the consummation of the Transactions or otherwise would not have a
       Material Adverse Effect on Checkmate.

7.6 COMPLIANCE; PERMITS

        (a) Neither Checkmate nor any of its subsidiaries is in conflict with,
    or in default or violation of,

           (i) any Law or Order applicable to Checkmate or any of its
       subsidiaries or by which its or any of their respective properties or
       businesses is bound or affected, or

           (ii) any Contract to which Checkmate or any of its subsidiaries is a
       party or by which Checkmate or any of its subsidiaries or its or any of
       their respective properties is bound or affected, except for any such
       conflicts, defaults or violations which would not have a Material Adverse
       Effect. All of the indebtedness of Checkmate or any subsidiary of
       Checkmate (and all indebtedness guaranteed by any such person) for money
       borrowed is prepayable at any time by such person without penalty or
       premium.

                                       33
<PAGE>
        (b) Checkmate and its subsidiaries hold all Approvals from governmental
    entities that are material to the operation of the business of Checkmate and
    its subsidiaries (collectively, the "Checkmate Permits"). Checkmate and its
    subsidiaries are in compliance with, and not in default or violation of the
    terms of Checkmate Permits, except where the failure to so comply, or such
    default or violation would not have a Material Adverse Effect.

           (i) Except as disclosed in Section 7.6 of the Checkmate Disclosure
       Schedule, neither Checkmate nor any Checkmate subsidiary has, since
       January 1, 1995, received any notification or communication from any
       governmental entity

               A. asserting that Checkmate or any Checkmate subsidiary is not in
           compliance in any material respect with any Law or Order,

               B. threatening to revoke any Checkmate Permits, or

               C. requiring Checkmate or any Checkmate subsidiary to

                   (1) enter into or consent to the issuance of a cease and
               desist order (or other similar Order) or a formal agreement,
               directive, commitment or memorandum of understanding (or other
               similar Contract), or

                   (2) to adopt any board or shareholder resolution or similar
               undertaking.

7.7 SECURITIES REGULATORY AUTHORITY REPORTS AND FINANCIAL STATEMENTS

        (a) SEC REPORTS

        Checkmate has delivered to IVI's counsel correct and complete copies of
    each report, schedule, registration statement and definitive proxy statement
    (other than preliminary material) filed by Checkmate with the SEC on or
    after January 1, 1995 (the "Checkmate SEC Documents"), which are all the
    documents that Checkmate was required to file with the SEC on or after such
    date and all of which were timely filed in accordance with the rules and
    regulations of the SEC. As of their respective dates or, in the case of
    registration statements, their effective dates (or if amended or superseded
    by a filing prior to the date of this Agreement, then on the date of such
    filing), none of the Checkmate SEC Documents (including all exhibits and
    schedules thereto and documents incorporated by reference therein) contained
    any untrue statement of a material fact or omitted to state a material fact
    required to be stated therein or necessary in order to make the statements
    therein, in light of the circumstances under which they were made, not
    misleading, and the Checkmate SEC Documents complied when filed in all
    material respects with the then applicable requirements of the Securities
    Act or the Exchange Act, as the case may be, and the rules and regulations
    promulgated by the SEC thereunder. Checkmate has filed all material
    documents and agreements which were required to be filed as exhibits to the
    Checkmate SEC Documents.

        (b) FINANCIAL STATEMENTS

        The consolidated balance sheets and the consolidated statements of
    income, stockholders' equity and cash flows (including the related notes
    thereto) of Checkmate contained in the Checkmate SEC Reports are in
    accordance with the books and records of Checkmate and its subsidiaries, and
    present fairly the consolidated financial position and the consolidated
    results of operations and cash flows of Checkmate and its consolidated
    subsidiaries as of the dates or for the periods presented therein in
    conformity with GAAP applied on a consistent basis during the periods
    involved, except as otherwise noted therein and, in the case of unaudited
    quarterly financial statements, as permitted by Form 10-Q and Rule 10-01 of
    Regulation S-X as promulgated by the SEC, and subject in the case of
    quarterly financial statements to normal and recurring year-end audit
    adjustments, none of which were or are reasonably expected to be material as
    to kind or amount, individually or in the aggregate.

                                       34
<PAGE>
7.8 ABSENCE OF CERTAIN CHANGES OR EVENTS

    Except as set forth in Section 7.8 of the Checkmate Disclosure Schedule and
Checkmate SEC Reports, since September 30, 1997, Checkmate and its subsidiaries
have conducted their business in the ordinary course and there has not occurred:

           (i) any Material Adverse Effect;

           (ii) any amendments or changes in the Articles of Incorporation or
       By-laws of Checkmate;

           (iii) any damage to, destruction or loss of any properties of
       Checkmate and its subsidiaries (whether or not covered by insurance) that
       could have a Material Adverse Effect;

           (iv) any revaluation by Checkmate of any of its and its subsidiaries'
       properties, including, without limitation, writing down the value of
       capitalized software or inventory or writing off notes or accounts
       receivable other than in the ordinary course of business;

           (v) any other action or event that would have required the consent of
       Checkmate pursuant to Section 10.3 hereof had such action or event
       occurred after the date of this Agreement; or

           (vi) any sale of a material amount of the properties of Checkmate and
       its subsidiaries, except for the sale of inventory in the ordinary course
       of business.

7.9 NO UNDISCLOSED LIABILITIES

    Except as is disclosed in Section 7.9 of Checkmate Disclosure Schedule,
neither Checkmate nor any of its subsidiaries has any Liabilities which are,
individually or in the aggregate, material to the business, operations or
financial condition of Checkmate and its subsidiaries on a consolidated basis,
except Liabilities

        (a) accrued or reserved against in Checkmate's balance sheet (including
    any related notes thereto) for the period ended September 30, 1997 included
    in Checkmate SEC Reports (the "Checkmate Balance Sheet"),

        (b) incurred since September 30, 1997 in the ordinary course of business
    consistent with past practices,

        (c) disclosed in the Checkmate SEC Reports,

        (d) incurred in connection with this Agreement.

7.10 ABSENCE OF LITIGATION

    Except as set forth in Section 7.10 of the Checkmate Disclosure Schedule,
there is no Litigation pending or, to the knowledge of Checkmate, threatened (or
unasserted but considered by Checkmate probable of assertion and which if
asserted would have at least a reasonable probability of an unfavourable
outcome) against Checkmate or any of its subsidiaries, or any properties or
rights of Checkmate or any of its subsidiaries, before any governmental entity
that have a Material Adverse Effect, nor are there any Orders outstanding
against Checkmate or any Checkmate subsidiary that have a Material Adverse
Effect. Section 7.10 of the Checkmate Disclosure Schedule contains a summary of
all Litigation as of the date of this Agreement to which Checkmate or a
Checkmate subsidiary is a party, or for which Checkmate or a subsidiary of
Checkmate has any potential Liability.

7.11 EMPLOYEE BENEFIT PLANS; EMPLOYMENT AGREEMENTS

        (a) Section 7.11(a) of the Checkmate Disclosure Schedule lists all
    employee benefit plans (as defined in Section 3(3) of ERISA), regardless of
    whether ERISA is applicable thereto, all other

                                       35
<PAGE>
    bonus, stock option, stock purchase, incentive, deferred compensation,
    supplemental retirement, severance or termination pay, or medical, life or
    other insurance, supplemental unemployment benefits, profit-sharing, pension
    or retirement plans, agreements or arrangements and other similar fringe or
    employee benefit plans, programs or arrangements and any current or former
    (solely to the extent obligations thereunder are still enforceable)
    employment or executive compensation or severance Contracts for the benefit
    of, or relating to, any employee of Checkmate, any trade or business
    (whether or not incorporated) which is a member of a controlled group
    including Checkmate or which is under common control with Checkmate (a
    "Checkmate ERISA Affiliate") within the meaning of Section 414 of the Code,
    or any subsidiary of Checkmate, as well as each plan with respect to which
    Checkmate or a Checkmate ERISA Affiliate could incur Liability if such plan
    has been or were terminated (together, along with all amendments thereto,
    the "Checkmate Employee Plans"), and a complete and correct copy of each
    such written Checkmate Employee Plan has been made available to IVI.

        (b) Except as set forth in Section 7.11(b) of the Checkmate Disclosure
    Schedule,

           (i) none of the Checkmate Employee Plans promises or provides retiree
       medical, post termination medical or other retiree or post termination
       welfare benefits to any person and none of the Checkmate Employee Plans
       is a "multiemployer plan" as such term is defined in Section 3(37) of
       ERISA;

           (ii) there has been no transaction or failure to act with respect to
       any Checkmate Employee Plan by any person, which could result in any
       material Liability of Checkmate or any of its subsidiaries;

           (iii) all Checkmate Employee Plans are in compliance in all material
       respects with the requirements prescribed by any and all Laws and Orders
       currently in effect with respect thereto, and Checkmate and each of its
       subsidiaries have performed all material obligations required to be
       performed by them under, are not in any material respect in default or
       violation of, and have no knowledge of any default or violation by any
       other party to, any of the Checkmate Employee Plans;

           (iv) each Checkmate Employee Plan intended to qualify under Section
       401(a) of the Code and each trust intended to qualify under Section
       501(a) of the Code is the subject of a favorable determination letter
       from the IRS, and to the knowledge of Checkmate nothing has occurred
       which may reasonably be expected to impair such determination;

           (v) all contributions required to be made to any Checkmate Employee
       Plan, under the terms of the Checkmate Employee Plan or any collective
       bargaining agreement, have been made on or before their due dates and a
       reasonable amount has been accrued for contributions to each Checkmate
       Employee Plan for the current plan years;

           (vi) with respect to each Checkmate Employee Plan subject to Title IV
       of ERISA, no "reportable event" within the meaning of Section 4043 of
       ERISA (excluding any such event for which the thirty (30) day notice
       requirement has been waived under the regulations to Section 4043 of
       ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has
       occurred;

           (vii) neither Checkmate nor any Checkmate ERISA Affiliate has
       incurred, nor reasonably expects to incur, any Liability under Title IV
       of ERISA (other than liability for premium payments to the Pension
       Benefit Guaranty Corporation arising in the ordinary course);

           (viii) no material oral or written representation or communication
       with respect to any aspect of the Checkmate Employee Plans has been made
       to employees of Checkmate or any Checkmate subsidiary prior to the date
       hereof that is not in accordance with the written or otherwise
       preexisting terms and provisions of such plans;

                                       36
<PAGE>
           (ix) no Checkmate Employee Plan is an employee pension benefit plan
       as defined in ERISA Section 3(2).

        (c) Each Checkmate Employee Plan that is required or intended to be
    qualified under applicable Law or registered or approved by a governmental
    entity has been so qualified, registered or approved by the appropriate
    governmental entity, and nothing has occurred since the date of the last
    qualification, registration or approval to adversely affect, or cause, the
    appropriate governmental entity to revoke such qualification, registration
    or approval.

        (d) All contributions (including premiums) required by any Law or
    Contract to have been made or approved by Checkmate and its subsidiaries
    under or with respect to the Checkmate Employee Plans have been paid or
    accrued by Checkmate. Without limiting the foregoing, there are no material
    unfunded liabilities under any Checkmate Employee Plan.

        (e) There is no pending, or to the knowledge of Checkmate, threatened
    Litigation against Checkmate or any of its subsidiaries with respect to any
    of the Checkmate Employee Plans to the knowledge of Checkmate.

        (f) There is no pending or, to the knowledge of Checkmate, threatened
    Litigation by former or present employees of Checkmate and its subsidiaries
    (or their beneficiaries) with respect to the Checkmate Employee Plans or the
    assets or fiduciaries thereof (other than routine claims for benefits).

        (g) Except as set forth in Section 7.11 of the Checkmate Disclosure
    Schedule neither Checkmate nor any of its subsidiaries maintains any 401(k)
    or other type of pension plan subject to Section 401(a) of the Code in the
    United States.

        (h) No condition or event has occurred with respect to the Checkmate
    Employee Plans which has a Material Adverse Effect.

        (i) Checkmate has made available to IVI:

           (i) copies of all employment Contracts with officers of Checkmate or
       a subsidiary of Checkmate;

           (ii) copies of all Contracts with consultants or employees who are
       individuals obligating Checkmate and its subsidiaries (collectively) to
       make annual cash payments in an amount exceeding $100,000;

           (iii) a schedule listing all officers of Checkmate and its
       subsidiaries who have executed a non-competition agreement with Checkmate
       or a subsidiary of Checkmate;

           (iv) copies of all severance Contracts, programs and policies of
       Checkmate and its subsidiaries with or relating to their employees; and

           (v) copies of all plans, programs, Contracts and other arrangements
       of Checkmate and its subsidiaries with or relating to their employees
       which contain change in control provisions.

                                       37

<PAGE>
7.12 LABOUR MATTERS

        (i) There is no Litigation pending or, to the knowledge of Checkmate,
    threatened, between Checkmate or any of its subsidiaries and any of their
    respective current or former employees, which have or may have a Material
    Adverse Effect, or asserting that Checkmate or any subsidiary has committed
    an unfair labor practice (within the meaning of the National Labor Relations
    Act of the United States or any other comparable Law), or seeking to compel
    Checkmate or one of its subsidiaries to bargain with any labor union or
    other collective bargaining unit.

        (ii) Neither Checkmate nor any of its subsidiaries is a party to any
    collective bargaining agreement or other labour union contract applicable to
    persons employed by Checkmate or any of its subsidiaries nor does Checkmate
    know of any activities or proceedings of any labour union or other
    collective bargaining unit to organize any such employees.

        (iii) There are no strikes, slowdowns, work stops, lockouts, or other
    labour disputes pending or, to the knowledge of Checkmate, threatened by or
    with respect to any employees of Checkmate or any of its subsidiaries.

7.13 REGISTRATION STATEMENT; PROXY STATEMENT

    None of the information supplied or to be supplied by Checkmate in writing
for inclusion or incorporation by reference in

        (i) the Registration Statement,

        (ii) the Proxy Statement/Prospectus,

        (iii) the Prospectus, and

        (iv) any other document to be filed with the SEC or any regulatory
    agency by Newco, Merger Sub or Checkmate in connection with the transactions
    contemplated by this Agreement (the "Other Checkmate Filings")

        will, at the respective times filed with the SEC or other regulatory
    agency and, in addition,

           A. in the case of the Proxy Statement/Prospectus, at the date it or
       any amendments or supplements thereto are mailed to shareholders,

           B. in the case of the Registration Statement, when it becomes
       effective under the Securities Act, and

           C. in the case of the Prospectus, at the date of the receipt from the
       OSC for the Prospectus

        contain any untrue statement of a material fact or omit to state any
    material fact required to be stated therein or necessary in order to make
    the statements therein, in light of the circumstances under which they are
    made, not misleading. The Checkmate Proxy Statement will comply as to form
    in all material respects with the applicable provisions of the Exchange Act
    and the rules and regulations thereunder. If at any time prior to the
    Effective Date any event relating to Checkmate or any of its respective
    affiliates, officers or directors should be discovered by Checkmate which
    should be set forth in an amendment to the Registration Statement or
    Prospectus or a supplement to the Checkmate Proxy Statement, Checkmate shall
    promptly inform Newco and IVI.

    Notwithstanding the foregoing, Checkmate makes no representation or warranty
with respect to any information supplied by IVI or Newco which is contained in
any of the foregoing documents.

                                       38
<PAGE>
7.14 RESTRICTIONS ON BUSINESS ACTIVITIES

    Except for this Agreement and as set forth in Section 7.14 of the Checkmate
Disclosure Schedule, there is no material Contract or Order binding upon
Checkmate or any of its subsidiaries which has or could reasonably be expected
to have the effect of prohibiting or impairing any material business practice of
Checkmate or any of its subsidiaries, the acquisition of property by Checkmate
or any of its subsidiaries or the conduct of business by Checkmate or any of its
subsidiaries as currently conducted or as proposed to be conducted by Checkmate.

7.15 TITLE TO PROPERTY

    Checkmate owns no real property. Section 7.15 of the Checkmate Disclosure
Schedule sets forth a true and complete list of all real property leased by
Checkmate or any of its subsidiaries requiring annual lease payments of more
than $50,000, and the aggregate monthly rental or other fee payable under such
lease. Checkmate and each of its subsidiaries have good and marketable title to
all of their properties free and clear of all Liens except for any Lien:

        (i) identified in Section 7.15 of the Checkmate Disclosure Schedule or
    disclosed or reserved against the Checkmate Balance Sheet;

        (ii) created, arising or existing under or in connection with any
    agreement or other matter referred to in the Checkmate Disclosure Schedule,
    provided that any such Lien (and a description of its material terms) is
    identified with such Agreement or matter in the Checkmate Disclosure
    Schedule;

        (iii) relating to any Tax or other governmental charge or levy that is
    not yet due and payable;

        (iv) relating to, or created arising or existing in connection with, any
    Litigation that is being contested in good faith, provided that any such
    Lien (and a description of its material terms) is identified with such
    Litigation in the Checkmate Disclosure Schedule, or

        (vi) which, individually or in the aggregate, would not result in a
    Material Adverse Effect to Checkmate;

and all leases pursuant to which Checkmate or any of its subsidiaries lease from
others material items or amounts of real or personal property, are in good
standing, valid, effective and enforceable in accordance with their respective
terms, and there is not, under any of such leases, any existing material default
or violation except where the lack of such good standing, validity,
effectiveness or enforceability or the existence of such default or violation
would not have a Material Adverse Effect. All the facilities of Checkmate and
its subsidiaries, except such as may be under construction, are in good
operating condition and repair, reasonable wear and tear expected, and are
usable in the ordinary course of business consistent with past practice, except
where the failure of such plants, structures and equipment to be in such good
operating condition and repair or so usable would not have a Material Adverse
Effect. The properties of Checkmate and its subsidiaries include, in the
aggregate, all of the properties required to operate the business of Checkmate
and its subsidiaries as presently conducted. All items of inventory of Checkmate
and its subsidiaries reflected in the Checkmate Balance Sheet consisted of items
of a quality and quantity usable and saleable in the ordinary course of business
and conform to generally accepted standards in the industry in which Checkmate
and its subsidiaries are a part.

7.16 TAXES

    (a) For purposes of this Agreement, "Tax" or "Taxes" shall mean all taxes,
fees, levies, duties, tariffs, imposts, premiums and governmental impositions or
charges of any kind, payable to any federal, state, provincial, local or foreign
taxing authority, including (without limitation):

                                       39
<PAGE>
        (i) income, capital, business, franchise, profits, corporate,
    alternative minimum, gross receipts, ad valorem, goods and services,
    customs, net worth, value added, sales, use, service, real or personal
    property, special assessments, capital stock, licence, payroll, withholding,
    employment, social security, workers' compensation, unemployment insurance
    or compensation, utility, severance, production, excise, stamp, occupation,
    premiums, windfall profits, transfer and gains taxes, surtaxes, fees,
    levies, duties, tariffs, imposts, premiums and governmental impositions,
    whether disputed or not; and

        (ii) interest, penalties, additional taxes and additions to tax imposed
    with respect thereto;

        and "Tax Returns" shall mean returns, reports and information statements
    of any kind with respect to Taxes required to be filed with the IRS or any
    other taxing authority, domestic or foreign, including, without limitation,
    consolidated, combined and unitary tax returns.

    (b) Checkmate and its subsidiaries have filed all United States federal
income Tax Returns and all other Tax Returns required to be filed by them on or
prior to the date hereof, or requests for extensions have been timely filed,
granted and have not expired; all Tax Returns filed by Checkmate and its
subsidiaries are complete and accurate; and Checkmate and its subsidiaries have
paid and discharged all Taxes when due, whether or not shown on any Tax Return,
except such as are being contested in good faith by appropriate proceedings
(except in each case, as disclosed in Section 7.16(b) of the Checkmate
Disclosure Schedule) and with respect to which Checkmate is maintaining reserves
to the extent currently required for their payment; except to the extent that
the failure so to file, to be complete and correct, to reserve or so to pay,
individually or in the aggregate with all other such failures, would not have a
Material Adverse Effect. Neither the IRS nor any other taxing authority is now
asserting or, to the knowledge of Checkmate, threatening to assert against
Checkmate or any of its subsidiaries any deficiency or claim for additional
Taxes other than additional Taxes (in each case, as disclosed in Section 7.16(b)
of the Checkmate Disclosure Schedule) with respect to which Checkmate is
maintaining reserves in all material respects adequate for their payment. Except
as disclosed in Section 7.16(b) of the Checkmate Disclosure Schedule, neither
Checkmate nor any of its subsidiaries is currently being audited by any taxing
authority nor has notice been given by any taxing authority that it will
commence such an audit or examination. There are no Tax Liens on any properties
of Checkmate or any subsidiary thereof and neither Checkmate nor any of its
subsidiaries has granted any waiver of any statute of limitations with respect
to, or any extension of a period for the assessment of, any Tax. Neither
Checkmate nor any of its subsidiaries has received any notice of seizure from
any taxation authority. The accruals and reserves for Taxes reflected in the
Checkmate Balance Sheet are in all material respects sufficient to cover all
Taxes accruable through the date thereof (including Taxes being contested and
any deferred Taxes) in accordance with GAAP and, as of the Effective Date, such
accruals and reserves, as adjusted for the passage of time through the Effective
Date, will be sufficient for the then unpaid Taxes of Checkmate and its
subsidiaries. Except as disclosed in Section 7.16(b) of the Checkmate Disclosure
Schedule, neither Checkmate nor any of its subsidiaries (whether as a result of
the Transactions or otherwise) is required to include in income:

        (i) items in respect of any change in accounting principles or deferred
    intercompany transactions; or

        (ii) any installment sale gain;

        in each case where the inclusion in income would result in a tax
    Liability materially in excess of the reserves therefor.

    (c) Checkmate, on behalf of itself and all its subsidiaries, hereby
represents that, other than as disclosed on Section 7.16(c) of the Checkmate
Disclosure Schedule, and other than with respect to items the inaccuracy of
which would not have a Material Adverse Effect:

        (i) neither Checkmate nor any of its subsidiaries has made any payment
    or is a party to any agreement, contract or arrangement that may result,
    separately or in the aggregate, in the payment of

                                       40
<PAGE>
    any "excess parachute payment" within the meaning of Section 280G of the
    Code, determined without regard to Section 280G(b)(4) of the Code;

        (ii) neither Checkmate nor any of its subsidiaries has been subject to
    any accumulated earnings tax or personal holding company tax;

        (iii) neither Checkmate nor any of its subsidiaries owns stock in a
    passive foreign investment company within the meaning of Section 1296 of the
    Code;

        (iv) neither Checkmate nor any of its subsidiaries is obligated under
    any agreement with respect to industrial development bonds or other
    obligations the tax exempt character of which for United States federal or
    state income tax purposes could be affected by the transactions contemplated
    hereunder; and

        (v) neither Checkmate nor any of its subsidiaries has, prior to the date
    hereof, acquired or had the use of any material property from a person with
    whom it was not dealing at arm's length, or disposed of any material
    property to a person with whom it was not dealing at arm's length for
    proceeds less than the fair market value thereof.

    (d) No power of attorney has been granted by Checkmate or any of its
subsidiaries with respect to any matter relating to Taxes which is currently in
force.

    (e) Neither Checkmate nor any of its subsidiaries

        (i) is a party to any agreement or arrangement (written or oral)
    providing for the allocation or sharing of Taxes,

        (ii) has been a member of an affiliated group filing a consolidated Tax
    Return (other than a group the common parent of which is Checkmate), or

        (iii) has any Liability for Taxes of any person (other than Checkmate
    and its subsidiaries) under Treasury Regulation Section 1.1502-6 (or any
    similar provision of Law) as a transferee or successor, by Contract or
    otherwise.

        (f) Checkmate and each of its subsidiaries has withheld all material
    amounts from each payment made to any of its respective past or present
    employees, officers or directors, suppliers, customers or other third
    parties the amount of all Taxes and other material deductions required to be
    withheld therefrom and has paid the same to the proper taxation authority or
    other receiving officers within the time required under any applicable Law.

        (g) Checkmate has remitted to the appropriate taxation authority when
    required by law to do so all amounts collected by it on account of all
    retail sales and similar Taxes.

        (h) Checkmate has withheld from each payment made to any non-resident of
    the United States of America the amount of all material Taxes and other
    deductions required to be withheld therefrom and has paid the same to the
    proper taxation authority or other receiving officers within the time
    required under any applicable Law.

        (i) Checkmate and all of the subsidiaries of Checkmate have taxation
    years ending on December 31 of each year.

7.17 ENVIRONMENTAL MATTERS

    (a) Except in all cases as do not have a Material Adverse Effect, Checkmate
and each of its subsidiaries:

        (i) have obtained all applicable Approvals which are required under
    Environmental Laws; and

                                       41
<PAGE>
        (ii) are in compliance with all terms and conditions of such Approvals
    and also are in compliance with all other limitations, restrictions,
    conditions, standards, prohibitions, requirements, obligations, schedules
    and timetables contained in Environmental Laws or contained in any Law or
    Order issued, entered, promulgated or approved thereunder.

    (b) There is no Litigation pending or, to the knowledge of Checkmate,
threatened before any governmental entity in which Checkmate or any Checkmate
subsidiary or any of the properties owned, leased, managed or operated by
Checkmate or one of its subsidiaries has been or, with respect to threatened
Litigation, may be named as a defendant for alleged noncompliance (including by
any predecessor) with any Environmental Law, whether or not occurring at, on,
under, or involving a property owned, leased, managed or operated (in whole or
in part) by Checkmate or any subsidiary of Checkmate or any of their properties.
To the knowledge of Checkmate, there is no reasonable basis for any Litigation
of a type described in the immediately foregoing sentence.

    (c) During the period of Checkmate's or any of its subsidiaries'

        (i) ownership or operation of any of their respective current
    properties,

        (ii) participation in the management of any properties of any other
    person, or

        (iii) holding of a security interest in any properties of any other
    person, there have been no releases of "hazardous substances" in, on, under,
    or affecting such properties. Prior to the period of Checkmate's or any of
    its subsidiaries'

           A. ownership or operation of any of their respective current
       properties,

           B. Checkmate's or any of its subsidiaries' participation in the
       management of any properties of any other person, or

           C. holding of a security interest in any properties of any other
       person, there were no releases of "hazardous substances" in, on, under,
       or affecting any such properties.

7.18 BROKERS

    Except as set forth in Section 7.18 of the Checkmate Disclosure Schedule, no
broker, finder or investment banker (other than BT Alex.Brown) is entitled to
any brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of Checkmate. A complete and correct copy of all agreements between
Checkmate and BT Alex.Brown pursuant to which such firm would be entitled to any
payment relating to the transactions contemplated hereunder are set forth in
Section 7.18 of the Checkmate Disclosure Schedule.

7.19 FULL DISCLOSURE

    No statement contained in this Agreement or any certificate or schedule
furnished or to be furnished by Checkmate or any of its subsidiaries to IVI in,
or pursuant to the provisions of, this Agreement contains or shall contain any
untrue statement of a material fact or omits or will omit to state any material
fact necessary, in the light of the circumstances under which it was made, in
order to make the statements herein or therein not misleading.

7.20 INTELLECTUAL PROPERTY

    (a) Except in such instances that do not have a Material Adverse Effect,
Checkmate or a Checkmate subsidiary owns, or is licensed or otherwise possesses
legally enforceable rights to use, all patents, trademarks, trade names, service
marks, copyrights and any applications therefor, technology, know-how, computer
software programs or applications (in both source code and object code form)
tangible or intangible proprietary information or material and other
intellectual property rights that are used or

                                       42
<PAGE>
proposed to be used in the business of Checkmate and its subsidiaries as
currently conducted. Section 7.20(a) of the Checkmate Disclosure Schedule lists
all current and past (lapsed, expired, abandoned or canceled) patents,
registered and material unregistered trademarks and service marks, registered
and material unregistered copyrights, trade names, other intellectual property
and any applications therefor owned by Checkmate and its subsidiaries (the
"Checkmate Intellectual Property Rights"), and specifies the jurisdictions in
which each such Checkmate Intellectual Property Right has been issued or
registered (if any) or in which an application for such issuance and
registration has been filed (if any), including the respective registration or
application numbers and the names of all registered owners, together with a list
of all of Checkmate's and its subsidiaries' currently marketed software products
and an indication as to which, if any, of such software products have been
registered for copyright protection with the United States or Canadian Copyright
Office and any other foreign offices and by whom such items have been
registered. Section 7.20(a) of the Checkmate Disclosure Schedule includes and
specifically identifies all third-party patents, trademarks or copyrights
(including software), and other intellectual property (the "Checkmate Third
Party Intellectual Property Rights") to the knowledge of Checkmate which are
incorporated in, are, or form a part of, any product of Checkmate or are
otherwise used in (or proposed to be used in) or necessary for the conduct of
Checkmate's business as currently conducted. Section 7.20(a) of the Checkmate
Disclosure Schedule lists:

        (i) any requests Checkmate has received to make any such registration,
    including the identity of the requestor and the item requested to be so
    registered, and the jurisdiction for which such request has been made;

        (ii) except for object code licence agreements for Checkmate's and its
    subsidiaries' products executed in the ordinary course of business and in
    accordance with Checkmate's and its subsidiaries' past practices, all
    material licences, sublicences and other Contracts as to which Checkmate or
    any subsidiary of Checkmate is a party and pursuant to which any person is
    authorized to use any Checkmate Intellectual Property Right, including any
    trade secret material to Checkmate or any subsidiary of Checkmate; and

        (iii) all material licences, sublicences and other Contracts as to which
    Checkmate is a party and pursuant to which Checkmate is authorized to use
    any Checkmate Third Party Intellectual Property Rights, including any trade
    secret of a third party, and includes the identity of all parties thereto, a
    description of the nature and subject matter thereof, the applicable royalty
    and the term thereof.

    (b) Checkmate and its subsidiaries are not, nor will they be as a result of
the execution and delivery of this Agreement by Checkmate or the performance of
its obligations hereunder, in violation in any material respect of any licence,
sublicence or Contract described in Section 7.20(a) of the Checkmate Disclosure
Schedule. No Litigation with respect to the Checkmate Intellectual Property
Rights, including any trade secret material to Checkmate, or Checkmate Third
Party Intellectual Property Rights is currently pending or, to the knowledge of
Checkmate, is threatened by any person, nor does Checkmate know of any valid
grounds for any bona fide Litigation:

        (i) to the effect that the manufacture, sale, licensing or use of any
    product as now used, sold or licensed or proposed for use, sale or license
    by Checkmate or any of its subsidiaries infringes on any copyright, patent,
    trademark, service mark or trade secret;

        (ii) against the use by Checkmate or any of its subsidiaries of any
    trademarks, trade names, trade secrets, copyrights, patents, technology,
    know-how or computer software programs and applications used in Checkmate's
    or any of its subsidiaries' business as currently conducted or as proposed
    to be conducted by Checkmate or any of its subsidiaries;

        (iii) challenging the ownership, validity or effectiveness of any of the
    Checkmate Intellectual Property Rights, including trade secrets, material to
    Checkmate or any of its subsidiaries; or

                                       43
<PAGE>
        (iv) challenging Checkmate's or any of its subsidiaries' license or
    legally enforceable right to use of the Checkmate Third Party Intellectual
    Property Rights. To Checkmate's knowledge, all patents, registered
    trademarks, maskworks and copyrights held by Checkmate or any of its
    subsidiaries are valid and subsisting. Except as set forth in Section
    7.20(b) of the Checkmate Disclosure Schedule, to Checkmate's knowledge,
    there is no material unauthorized use, infringement or misappropriation of
    any of the Checkmate Intellectual Property by any third party, including any
    employee or former employee of Checkmate or any of its subsidiaries.

    Except as set forth in Section 7.20(b) of the Checkmate Disclosure Schedule,
neither Checkmate nor any of its subsidiaries

        (i) has been sued or charged in writing as a defendant in any Litigation
    which involves a claim or infringement of trade secrets, any patents,
    trademarks, service marks, maskworks or copyrights and which has not been
    finally terminated prior to the date hereof, or been informed or notified by
    any third party that Checkmate or any of its subsidiaries may be engaged in
    such infringement, or

        (ii) has knowledge of any infringement Liability with respect to, or
    infringement by, Checkmate or any of its subsidiaries of any trade secret,
    patent, trademark, service mark, maskwork, copyright or other intellectual
    property of another.

    (c) Except as noted in Section 7.20(d) of the Checkmate Disclosure Schedule,
all software that is Checkmate Intellectual Property Rights and Checkmate's and
its subsidiaries' business systems (including hardware and software) and
products are Year 2000 Compliant.

7.21 INTERESTED PARTY TRANSACTIONS

    Except as disclosed in Section 7.21 of the Checkmate Disclosure Schedule,
since December 31, 1996 no event has occurred that would be required to be
reported as a Certain Relationship or Related Transaction, pursuant to Item 404
of Regulation S-K promulgated by the SEC.

7.22 INSURANCE

    Section 7.22 of the Checkmate Disclosure Schedule lists all material
insurance policies and fidelity bonds covering the business, properties,
operations, employees, officers and directors of Checkmate and its subsidiaries.
Except as is set forth in Section 7.22 of the Checkmate Disclosure Schedule,
there is no claim by Checkmate or any of its subsidiaries pending under any of
such policies or bonds as to which coverage has been questioned, denied or
disputed by the underwriters of such policies or bonds. All premiums payable
under all such policies and bonds have been paid and Checkmate and its
subsidiaries are otherwise in compliance in all material respects with the terms
of such policies and bonds (or other policies and bonds providing substantially
similar insurance coverage). Such policies of insurance and bonds are of the
type and in amounts customarily carried by persons conducting businesses similar
to those of Checkmate and its subsidiaries. Checkmate and its subsidiaries have
not received notice of and do not know of any threatened termination of, or
material premium increase with respect to, any of such policies.

7.23 OPTION PLANS

    Except as set forth in Section 7.23 of the Checkmate Disclosure Schedule,
the Board of Directors of Checkmate has taken all necessary action (or refrained
from taking action, where appropriate) under the Checkmate Stock Option Plans so
that none of the Checkmate Stock Options (or any portion thereof) will be
entitled to receive cash or other property as a result of the consummation of
the transactions contemplated hereby, but instead shall be assumed as provided
in Section 5.10 hereof.

7.24 POOLING MATTERS

    Neither Checkmate nor to Checkmate's knowledge any of its affiliates has
taken or agreed to take any action that (without giving effect to any action
taken or agreed to be taken by IVI or any of its affiliates or Newco) would
affect the ability of Newco to account for the business combination to be
effected by the Transactions as a pooling of interests.

                                       44


<PAGE>
7.25 AFFILIATES

    Section 7.25 of the Checkmate Disclosure Schedule sets forth each person
who, as of the date hereof, is an affiliate of Checkmate.

7.26 OPINION OF FINANCIAL ADVISOR

    Checkmate has been advised by its financial advisor, BT Alex.Brown, that, in
its opinion, as of the date hereof, the terms of the Transactions are fair to
the stockholders of Checkmate from a financial point of view, and has delivered
a written copy of such opinion to Checkmate.

             ARTICLE 8.00--REPRESENTATIONS AND WARRANTIES OF NEWCO

    Newco hereby represents and warrants to IVI and Checkmate that:

8.1 ORGANIZATION AND QUALIFICATION

    Newco is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware or organization and has the requisite
corporate power and authority and is in possession of all Approvals necessary to
own, lease and operate the properties it purports to own, operate or lease and
to carry on its business as it is now being conducted. Newco does not directly
or indirectly own any equity or similar interest in, or any Rights in, any
corporation, partnership, joint venture or other business association or entity,
except that it owns all of the outstanding capital stock of Merger Sub.

8.2 ARTICLES OF INCORPORATION AND BY-LAWS; MINUTES

    The Certificate of Incorporation and By-Laws of Newco are in full force and
effect. Newco is not in violation of any of the provisions of its Certificate of
Incorporation or By-Laws or equivalent organizational documents.

8.3 CAPITALIZATION

    The authorized capital stock of Newco consists of 99,000,000 shares of Newco
Common Stock and 1,000,000 shares of preferred stock of Newco ("Newco Preferred
Stock"). As of the date of this Agreement:

           (i) 10 shares of Newco Common Stock are issued and outstanding, all
       of which are validly issued, fully paid and nonassessable under the
       Delaware Law. None of the outstanding shares of capital stock of Newco
       has been issued in violation of any preemptive rights of any current or
       past holder of Newco capital stock; and

           (ii) no shares of Newco Preferred Stock are issued or outstanding.

8.4 AUTHORITY RELATIVE TO THIS AGREEMENT

    Newco has all necessary corporate power and authority to execute and deliver
this Agreement and to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by Newco and the consummation by Newco of the transactions contemplated hereby
have been duly and validly authorized by all necessary corporate action and no
other corporate proceedings on the part of Newco are necessary to authorize this
Agreement or to consummate the transactions so contemplated. The Board of
Directors of Newco has determined that it is advisable and in the best interest
of Newco's shareholders for Newco to enter into a business combination with IVI,
Checkmate and Merger Sub upon the terms and subject to the conditions of this
Agreement. This

                                       45
<PAGE>
Agreement has been duly and validly executed and delivered by Newco and,
assuming the due authorization, execution and delivery by IVI, Checkmate and
Merger Sub, as applicable, constitutes a legal, valid and binding obligation of
Newco.

           ARTICLE 9.00--REPRESENTATIONS AND WARRANTIES OF MERGER SUB

    Merger Sub hereby represents and warrants to IVI and Checkmate that:

9.1 ORGANIZATION AND QUALIFICATION

    Merger Sub is a corporation duly organized, validly existing and in good
standing under the laws of the State of Georgia or organization and has the
requisite corporate power and authority and is in possession of all Approvals
necessary to own, lease and operate the properties it purports to own, operate
or lease and to carry on its business as it is now being conducted. Merger Sub
does not directly or indirectly own any equity or similar interest in, or any
Rights in, any corporation, partnership, joint venture or other business
association or entity.

9.2 ARTICLES OF INCORPORATION AND BY-LAWS; MINUTES

    The Articles of Incorporation and By-Laws of Merger Sub are in full force
and effect. Merger Sub is not in violation of any of the provisions of its
Articles of Incorporation or By-Laws or equivalent organizational documents.

9.3 CAPITALIZATION

    The authorized capital stock of Merger Sub consists of 1,000 shares of
Merger Sub Common Stock. As of the date of this Agreement 100 shares of Merger
Sub Common Stock are issued and outstanding, all of which are validly issued,
fully paid and nonassessable.

9.4 AUTHORITY RELATIVE TO THIS AGREEMENT

    Merger Sub has all necessary corporate power and authority to execute and
deliver this Agreement and to perform its obligations hereunder and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement by Merger Sub and the consummation by Merger Sub of the
transactions contemplated hereby have been duly and validly authorized by all
necessary corporate action and no other corporate proceedings on the part of
Merger Sub are necessary to authorize this Agreement or to consummate the
transactions so contemplated. The Board of Directors of Merger Sub has
determined that it is advisable and in the best interest of Merger Sub's
shareholders for Merger Sub to enter into a business combination with IVI, Newco
and Checkmate upon the terms and subject to the conditions of this Agreement.
This Agreement has been duly and validly executed and delivered by Merger Sub
and, assuming the due authorization, execution and delivery by IVI, Newco and
Checkmate, as applicable, constitutes a legal, valid and binding obligation of
Merger Sub.

           ARTICLE 10.00--CONDUCT OF BUSINESS PENDING THE ARRANGEMENT

10.1 CONDUCT OF BUSINESS BY IVI PENDING THE TRANSACTIONS

    During the period from the date of this Agreement and continuing until the
earlier of the termination of this Agreement or the Effective Date, IVI
covenants and agrees that, unless Checkmate shall otherwise agree in writing,
IVI shall conduct its business and shall cause the businesses of its
subsidiaries to be conducted only in, and IVI and its subsidiaries shall not
take any action except in, the ordinary course of business and in a manner
consistent with past practice except as may be otherwise provided herein; and
IVI shall use reasonable commercial efforts to preserve substantially intact the
business organization of IVI and its subsidiaries, to keep available the
services of the present officers, employees and consultants of

                                       46
<PAGE>
IVI and its subsidiaries, to take all action reasonably necessary to prevent the
loss, cancellation, abandonment, forfeiture or expiration of any IVI
Intellectual Property and to preserve the present relationships of IVI and its
subsidiaries with customers, suppliers and other persons with which IVI or any
of its subsidiaries has significant business relations.

    In addition, except as contemplated by this Agreement, IVI shall not, and
shall cause its subsidiaries not to, except to the extent necessary to implement
the Transactions and to carry out the intentions of the parties set forth in
Section 4.1, during the period from the date of this Agreement and continuing
until the earlier of the termination of this Agreement or the Effective Date,
directly or indirectly do, or agree, propose or Contract to do, any of the
following without the prior written consent of Checkmate:

        (a) amend or otherwise change IVI's Articles of Continuation or By-Laws;

        (b) issue, sell, pledge, dispose of or encumber or otherwise subject to
    any Lien, or authorize the issuance or reservation for issuance, sale,
    pledge, disposition or encumbrance of or otherwise subjecting to any Lien,
    any shares of capital stock of any class or other ownership interests, or
    any Rights of IVI, any of its subsidiaries or affiliates (except for the
    issuance of IVI Common Shares issuable pursuant to employee stock options
    under the IVI Option Plan or pursuant to the Participation Right, which
    options or rights, as the case may be, are outstanding on the date hereof
    and except for the issuance of shares of NTN common stock pursuant to
    employee stock options which options are outstanding on the date hereof);

        (c) sell, dispose of or subject any properties of IVI or any of its
    subsidiaries to any Lien (except for

           (i) sales of properties in the ordinary course of business and in a
       manner consistent with past practice and

           (ii) dispositions of obsolete or worthless properties);

        (d) amend or change the period (or permit any acceleration, amendment or
    change) of exercisability of options or restricted stock granted under the
    IVI Employee Plans (including the IVI Option Plan) or authorize cash
    payments in exchange for any options granted under any of such plans;

        (e) (i) declare, set aside, make or pay any dividend or other
    distribution (whether in cash, stock or property or any combination thereof)
    in respect of any of its capital stock or other ownership interest, except
    that a wholly-owned subsidiary of IVI may declare and pay a dividend to its
    parent,

           (ii) split, combine or reclassify any of its capital stock or other
       ownership interests or issue or authorize or propose the issuance of any
       other securities or Rights in respect of, in lieu of or in substitution
       for shares of its capital stock or other ownership interests, or

           (iii) amend the terms of, repurchase, redeem or otherwise acquire, or
       permit any subsidiary to repurchase, redeem or otherwise acquire, any of
       its securities or any securities of its subsidiaries;

        (f) sell, transfer, license, sublicense or otherwise dispose of any IVI
    Intellectual Property, or amend or modify any existing Contracts with
    respect to any IVI Intellectual Property or IVI Third Party Intellectual
    Property Rights, other than nonexclusive object and source code licences in
    the ordinary course of business consistent with past practice;

        (g) acquire (by merger, consolidation, acquisition of stock or assets or
    otherwise) any corporation, partnership or other business organization or
    division thereof, other than the purchase of the assets of BancTec Payment
    System's Open Payment Systems Group by NTN;

           (i) incur or amend any indebtedness for borrowed money or issue any
       debt securities or assume, guarantee (other than guarantees of currently
       existing bank debt of IVI or IVI's

                                       47
<PAGE>
       subsidiaries entered into in the ordinary course of business), endorse or
       otherwise as an accommodation become responsible for, the obligations of
       any person, or make any loans or advances, except in the ordinary course
       of business consistent with past practice; or

           (ii) authorize any capital expenditures or purchase of fixed assets
       which are, in the aggregate, in excess of $1,000,000 for IVI and its
       subsidiaries taken as a whole;

        (h) increase the compensation payable or to become payable to its
    officers or employees, except for increases in salary or wages of officers
    or employees of IVI or any of its subsidiaries subject to performance and
    compensation reviews, or grant any severance or termination pay to, or enter
    into any employment or severance agreement with, any director, officer or
    other employee of IVI or any of its subsidiaries, or (except as required by
    Law) terminate, establish, adopt, enter into or amend any IVI Employee Plan;

        (i) take any action to change accounting policies or procedures
    (including, without limitation, procedures with respect to revenue
    recognition, capitalization of software development costs, payments of
    accounts payable and collection of accounts receivable) other than as may be
    required by Canadian generally accepted accounting principles applied on a
    basis consistent with past practice;

        (j) make any material Tax election inconsistent with past practices or
    settle or compromise any material federal, state, local or foreign Tax
    Liability or agree to an extension of a statute of limitations except to the
    extent the amount of any such settlement has been reserved for on the
    consolidated balance sheet contained in IVI's most recent OSC Report;

        (k) pay, discharge or satisfy any material Litigation or Liabilities,
    other than the payment, discharge or satisfaction, in the ordinary course of
    business and consistent with past practice, of Liabilities reflected or
    reserved against on the consolidated balance sheet contained in IVI's most
    recent OSC Report or incurred in the ordinary course of business and
    consistent with past practice;

        (l) modify, amend or terminate any Contracts, waive, release, relinquish
    or assign any contract or other rights or claims or cancel or forgive any
    indebtedness owed to it, other than in the ordinary course of business
    consistent with past practice or with respect to Contracts which are not
    material to IVI and its subsidiaries taken as a whole;

        (m) take or allow to be taken or fail or omit to take any act which
    would jeopardize the treatment of the Transactions as a pooling of interests
    for accounting purposes under GAAP; or

        (n) any action which would make any of the representations or warranties
    of IVI contained in this Agreement untrue or incorrect in any material
    respect or prevent IVI from performing or cause IVI not to perform its
    covenants hereunder or result in any of the conditions to the Arrangement
    set forth herein not being satisfied.

10.2 NO SOLICITATION

        (a) Neither IVI nor Checkmate (each, for purposes of this Section 10.2,
    a "Company"), nor any of their respective subsidiaries shall (whether
    directly or indirectly through advisors, agents or other intermediaries),
    nor shall such Company or any of its subsidiaries authorize or permit any of
    its or their officers, directors, agents, representatives, advisors or
    subsidiaries to solicit, initiate or knowingly take any action to facilitate
    the submission of inquiries, proposals or offers from any Third Party
    relating to (A) any acquisition or purchase of 5% or more of the assets of
    such Company and its subsidiaries as stated in the consolidated balance
    sheet contained in IVI's most recent OSC Report or Checkmate's most recent
    Checkmate SEC Document, as the case may be, or of 5% or more of the number
    of outstanding equity securities of any class of such Company or any of its
    subsidiaries, (B) any tender offer (including a self tender offer) or
    exchange offer, (C) any merger, consolidation, business combination, sale of
    substantially all assets, recapitalization, liquidation, dissolution or

                                       48
<PAGE>
    similar transaction involving such Company or any of its subsidiaries whose
    assets, individually or in the aggregate, constitute 5% or more of the
    assets of such Company and its subsidiaries as stated in the consolidated
    balance sheet contained in IVI's most recent OSC Report or Checkmate's most
    recent Checkmate SEC Document, as the case may be, other than the
    transactions contemplated by this Agreement, the Shareholders Agreements and
    any transaction pursuant to the Participation Right, or (D) any other
    transaction the consummation of which would, or could reasonably be expected
    to materially impede, interfere with, prevent or delay any or all of the
    Transactions (collectively, "Acquisition Proposals"), or (ii) agree to or
    endorse an Acquisition Proposal, or (iii) enter into or participate in any
    discussions or negotiations regarding any of the foregoing, or furnish to
    any Third Party any information with respect to its business or properties
    or any of the foregoing, or otherwise cooperate in any way with, or
    knowingly assist or participate in, facilitate or encourage, any effort or
    attempt by any Third Party to do or seek any of the foregoing; provided,
    however, that the foregoing shall not prohibit such Company (either directly
    or indirectly through advisors, agents or other intermediaries) from (i)
    engaging in discussions or negotiations with such a Third Party who has made
    a Superior Proposal but only to the extent that the Board of Directors of
    such Company shall have concluded in good faith on the basis of written
    advice from its outside counsel that such action is required to prevent the
    Board of Directors of such Company from breaching its fiduciary duties to
    the stockholders or shareholders of such Company under applicable law; or
    (ii) furnishing information pursuant to an appropriate confidentiality
    letter (which letter shall not be less favorable to such Company in any
    material respect than the Confidentiality/Standstill Agreement, and a copy
    of which shall be provided for informational purposes only to the other
    Company) concerning such Company and its businesses or properties to a Third
    Party who has made a Superior Proposal; provided, further, that if the Board
    of Directors of such Company receives a Superior Proposal, to the extent it
    may do so without breaching its fiduciary duties as advised in writing by
    its outside counsel and as determined in good faith, and without violating
    any of the conditions of such Superior Proposal, (A) the Board of Directors
    of such Company shall not, and shall not authorize any officers or
    representatives to, take any of the foregoing actions until reasonable
    notice to the other Company of its intent to take such action shall have
    been given in writing to the other Company; and (B) such Company shall
    promptly inform the other Company of the terms and conditions of such
    proposal and the identity of the person making it. As of the date hereof,
    each Company shall immediately cease and cause each of its subsidiaries and
    its and their advisors, agents and other intermediaries to cease, any and
    all existing activities, discussions or negotiations with any Third Party
    conducted heretofore with respect to any of the foregoing, and shall use its
    reasonable best efforts to cause any such parties in possession of
    confidential information about such Company that was furnished by or on
    behalf of such Company to return or destroy all such information in the
    possession of any such Third Party or in the possession of any agent or
    advisor of any such party.

        (b) If (A) a Third Party has made an Acquisition Proposal, (B) the
    Agreement is terminated pursuant to Section 12.1(e), 12.1(f), 12.1(g) or
    12.1(h) and (C) any Acquisition Proposal (whether or not proposed prior to
    the IVI Shareholders' Meeting or the Checkmate Stockholders' Meeting, as the
    case may be, and whether or not it involves the Third Party making the
    Acquisition Proposal referred to in Section 10.2(b)(A) above) has been
    consummated within twelve months following the termination of this
    Agreement, then, the Company (i) whose Board of Directors took the action or
    failed to take the action referred to in Section 12.1(e), (ii) which made
    the Terminating Breach, (iii) who is the subject of the Superior Proposal
    referred to in Sections 12.1(g) or 12.1(h); or (iv) which is subject to such
    consummated Acquisition Proposal, shall pay to the other Company, within two
    business days following such occurrence, a fee of $3,000,000, as liquidated
    damages and not as a penalty, together with reimbursement of all reasonable
    out-of-pocket costs, fees and expenses, including, without limitation, the
    reasonable fees and disbursements of banks, investment banks, accountants
    and legal counsel and the expenses of any litigation incurred in connection
    with collecting the fee provided for in this subsection 10.2(b).

                                       49
<PAGE>
        (c) For purposes of this Agreement, "Superior Proposal" means a bona
    fide Acquisition Proposal that the Board of Directors of the Company subject
    to such Acquisition Proposal believes, in its good faith judgment (based on
    the advice of a financial advisor of nationally recognized reputation,
    taking into account all the terms and conditions of the Acquisition
    Proposal, including any break-up fees, expense reimbursement provisions and
    conditions to consummation) is more favorable, from a financial point of
    view, to the stockholders or shareholders of such Company than this
    Agreement and the Transactions and that the funds or other consideration
    necessary for the Acquisition Proposal are reasonably likely to be
    available. For purposes of this Agreement, "Third Party" means any "group,"
    as described in Rule 13d-5(b) promulgated under the Exchange Act, or person,
    other than IVI, Checkmate or any of their respective affiliates as of the
    date hereof.

        (d) Both IVI and Checkmate shall ensure that the respective officers,
    directors and employees of itself and its subsidiaries and any investment
    bankers or other advisors or representatives retained by IVI or Checkmate,
    as the case may be, are aware of the restrictions described in this Section
    10.2, and shall be responsible for any breach of this Section 10.2 by such
    officers, directors, employees, bankers, advisors or representatives.

10.3 CONDUCT OF BUSINESS BY CHECKMATE PENDING THE TRANSACTIONS

    During the period from the date of this Agreement and continuing until the
earlier of the termination of this Agreement or the Effective Date, Checkmate
covenants and agrees that, unless IVI shall otherwise agree in writing,
Checkmate shall conduct its business and shall cause the businesses of its
subsidiaries to be conducted only in, and Checkmate and its subsidiaries shall
not take any action except in, the ordinary course of business and in a manner
consistent with past practice except as may be otherwise provided herein; and
Checkmate shall use reasonable commercial efforts to preserve substantially
intact the business organization of Checkmate and its subsidiaries, to keep
available the services of the present officers, employees and consultants of
Checkmate and its subsidiaries, to take all action reasonably necessary to
prevent the loss, cancellation, abandonment, forfeiture or expiration of any
Checkmate Intellectual Property and to preserve the present relationships of
Checkmate and its subsidiaries with customers, suppliers and other persons with
which Checkmate or any of its subsidiaries has significant business relations.

    In addition, except as contemplated by this Agreement, Checkmate shall not,
and shall cause its subsidiaries not to, except to the extent necessary to
implement the Transactions and carry out the intentions of the parties set forth
in Section 4.1 during the period from the date of this Agreement and continuing
until the earlier of the termination of this Agreement or the Effective Date,
directly or indirectly do, or agree, propose or Contract to do, any of the
following without the prior written consent of IVI:

        (a) amend or otherwise change Checkmate's Articles of Incorporation or
    By-Laws;

        (b) issue, sell, pledge, dispose of or encumber or otherwise subject to
    any Lien, or authorize the issuance or reservation for issuance, sale,
    pledge, disposition or encumbrance of or otherwise subjecting to any Lien,
    any shares of capital stock of any class or other ownership interests, or
    any Rights (except for the issuance of Checkmate Common Shares issuable
    pursuant to employee stock options under the Checkmate Stock Option Plans,
    which options are outstanding on the date hereof);

        (c) sell, dispose of or subject any properties of Checkmate or any of
    its subsidiaries to any Lien (except for

           (i) sales of properties in the ordinary course of business and in a
       manner consistent with past practice and

           (ii) dispositions of obsolete or worthless properties);

                                       50
<PAGE>
        (d) amend or change the period (or permit any acceleration, amendment or
    change) of exercisability of options or restricted stock granted under the
    Checkmate Employee Plans (including the Checkmate Stock Option Plans) or
    authorize cash payments in exchange for any options granted under any of
    such plans;

        (e) (i) declare, set aside, make or pay any dividend or other
    distribution (whether in cash, stock or property or any combination thereof)
    in respect of any of its capital stock or other ownership interest, except
    that a wholly-owned subsidiary of Checkmate may declare and pay a dividend
    to its parent,

           (ii) split, combine or reclassify any of its capital stock or other
       ownership interests or issue or authorize or propose the issuance of any
       other securities or Rights in respect of, in lieu of or in substitution
       for shares of its capital stock or other ownership interests, or

           (iii) amend the terms of, repurchase, redeem or otherwise acquire, or
       permit any subsidiary to repurchase, redeem or otherwise acquire, any of
       its securities or any securities of its subsidiaries;

        (f) sell, transfer, license, sublicense or otherwise dispose of any
    Checkmate Intellectual Property, or amend or modify any existing Contracts
    with respect to any Checkmate Intellectual Property or Checkmate Third Party
    Intellectual Property Rights, other than nonexclusive object and source code
    licences in the ordinary course of business consistent with past practice;

        (g) (i) acquire (by merger, consolidation, or acquisition of stock or
    assets or otherwise) any corporation, partnership or other business
    organization or division thereof;

           (ii) incur or amend any indebtedness for borrowed money or issue any
       debt securities or assume, guarantee (other than guarantees of currently
       existing bank debt of Checkmate's subsidiaries entered into in the
       ordinary course of business), endorse or otherwise as an accommodation
       become responsible for, the obligations of any person, or make any loans
       or advances, except in the ordinary course of business consistent with
       past practice; or

           (iii) authorize any capital expenditures or purchase of fixed assets
       which are, in the aggregate, in excess of $1,000,000 for Checkmate and
       its subsidiaries taken as a whole;

        (h) increase the compensation payable or to become payable to its
    officers or employees, except for increases in salary or wages of officers
    or employees of Checkmate or any of its subsidiaries subject to performance
    and compensation reviews, or grant any severance or termination pay to, or
    enter into any employment or severance agreement with, any director, officer
    or other employee of Checkmate or any of its subsidiaries, or (except as
    required by Law) terminate, establish, adopt, enter into or amend any
    Checkmate Employee Plan;

        (i) take any action to change accounting policies or procedures
    (including, without limitation, procedures with respect to revenue
    recognition, capitalization of software development costs, payments of
    accounts payable and collection of accounts receivable) other than as may be
    required by GAAP;

        (j) make any material Tax election inconsistent with past practices or
    settle or compromise any material federal, state, local or foreign Tax
    Liability or agree to an extension of a statute of limitations except to the
    extent the amount of any such settlement has been reserved for on the
    consolidated balance sheet contained in the most recent Checkmate SEC
    Document;

        (k) pay, discharge or satisfy any material Liabilities, other than the
    payment, discharge or satisfaction, in the ordinary course of business and
    consistent with past practice, of Liabilities reflected or reserved against
    in the consolidated balance sheet contained in Checkmate's most recent SEC
    Report or incurred in the ordinary course of business and consistent with
    past practice;

                                       51
<PAGE>
        (l) modify, amend or terminate any Contracts, waive, release, relinquish
    or assign any contract or other rights or claims or cancel or forgive any
    indebtedness owed to it, other than in the ordinary course of business
    consistent with past practice with respect to Contracts which are not
    material to Checkmate and its subsidiaries taken as a whole;

        (m) take or allow to be taken or fail or omit to take any act which
    would jeopardize the treatment of the Transactions as a pooling of interests
    for accounting purposes under GAAP; or

        (n) take any action which would make any of the representations or
    warranties of Checkmate contained in this Agreement untrue or incorrect in
    any material respect or prevent Checkmate from performing or cause Checkmate
    to perform its covenants hereunder or result in any of the conditions to the
    Transactions set forth herein not being satisfied.

                 ARTICLE 11.00--CONDITIONS TO THE TRANSACTIONS

11.1 CONDITIONS TO OBLIGATION OF EACH PARTY TO EFFECT THE TRANSACTIONS

    The respective obligations of each party to effect the Transactions shall be
subject to the satisfaction at or prior to the Effective Date of the following
conditions:

        (a) EFFECTIVENESS OF THE REGISTRATION STATEMENT/COURT APPROVAL

        The Registration Statement shall have been declared effective by the SEC
    under the Securities Act and shall cover the Newco Common Stock both to be
    issued at or immediately after the Effective Date. No stop order suspending
    the effectiveness of the Registration Statement, if any, shall have been
    issued by the SEC and no Litigation for that purpose and no similar
    proceeding in respect of either Proxy Statement shall have been initiated or
    threatened by the SEC or the OSC. The final receipt from the OSC and other
    provincial securities regulatory authorities for the Prospectus shall have
    been obtained. The Court shall have issued its final order approving the
    Arrangement in form and substance satisfactory to IVI and Checkmate (such
    approvals not to be unreasonably withheld or delayed);

        (b) SHAREHOLDER APPROVAL

        This Agreement and the applicable Transaction shall have been approved
    and adopted by the affirmative requisite vote of the shareholders of each of
    IVI and Checkmate;

        (c) HSR ACT

        The waiting period applicable to the consummation of the Transactions
    under the HSR Act shall have expired or been terminated;

        (d) OSC, ETC.

        All necessary rulings shall have been obtained from the OSC and other
    relevant Canadian, provincial and state securities regulatory authorities in
    connection with the Transactions. The applicable waiting periods and any
    extensions thereof under Part IX of the COMPETITION ACT (Canada) shall have
    expired or the parties shall have received an Advance Ruling Certificate
    ("ARC") pursuant to section 102 of the COMPETITION ACT (Canada) setting out
    that the Director under such Act is satisfied he would not have sufficient
    grounds on which to apply for an order in respect of the Transactions;

        (e) NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY

        No temporary restraining order, preliminary or permanent injunction or
    other order issued by any court of competent jurisdiction or other legal
    restraint or prohibition (an "Injunction") preventing the consummation of
    the Transactions shall be in effect, nor shall any Litigation brought by any
    governmental entity seeking any of the foregoing be pending; and there shall
    not be any action taken, or any Law or Order applicable to the Transactions,
    which makes the consummation of the Transactions illegal;

                                       52



<PAGE>
        (f) LISTING

        The Newco Common Stock issued at or immediately after the Effective Date
    and any additional shares issued as a result of the exercise of rights
    attaching to the Exchangeable Shares shall have been approved for

           (i) listing, subject to notice of issuance, on the TSE, and

           (ii) quotation, subject to notice of issuance, on the Nasdaq National
       Market. The Exchangeable Shares shall have been approved for listing,
       subject to notice of issuance, on the TSE; and

        (g) DISSENT RIGHTS

        IVI and Checkmate shall not have received, on or prior to the Effective
    Time, notice from the holders of, in IVI's case, IVI Common Shares, and, in
    Checkmate's case, Checkmate Common Shares of their intention to exercise
    their rights of dissent under Section 190 of the CBCA and Article 13 of the
    Georgia Law, respectively, that in the aggregate, after taking into account
    all other facts and circumstances of the parties, would prevent the
    Transactions from being treated as a pooling of interests under GAAP.

11.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF IVI

    The obligations of IVI to effect the Transactions are also subject to the
following conditions:

        (a) REPRESENTATIONS AND WARRANTIES

        The representations and warranties of Checkmate contained in this
    Agreement shall be true and correct in all material respects (except for
    such representations and warranties which are qualified as to materiality
    which shall be true and correct in all respects) on and as of the Effective
    Date, except for

           (i) changes contemplated by this Agreement, or

           (ii) those representations and warranties which address matters only
       as of a particular date (which shall remain true and correct as of such
       date), or

        and IVI shall have received a certificate to such effect signed on
    behalf of Checkmate by the Chief Executive Officer and the Chief Financial
    Officer of Checkmate;

        (b) AGREEMENTS AND COVENANTS

        Checkmate, Newco and Merger Sub shall have performed or complied in all
    respects with all agreements and covenants required by this Agreement to be
    performed or complied with by it on or prior to the Effective Date, and IVI
    shall have received a certificate to such effect signed on behalf of
    Checkmate by the Chief Executive Officer and the Chief Financial Officer of
    Checkmate and with respect to Newco and Merger Sub, by a director or officer
    of such corporation;

        (c) CONSENTS OBTAINED

        All material Approvals required to be obtained or made by Checkmate for
    the authorization, execution and delivery of this Agreement and the
    consummation by it of the transactions contemplated hereby shall have been
    obtained and made by Checkmate;

        (d) GOVERNMENTAL ACTIONS

        There shall not have been instituted, pending or threatened any action
    or proceeding (or any investigation or other inquiry that might result in
    such an action or proceeding) by any governmental entity before any
    governmental entity, nor shall there be in effect any Order of any
    governmental entity, in either case, seeking to prohibit or limit IVI from
    exercising all material rights and privileges pertaining to the ownership or
    operation by IVI or any of its subsidiaries of all or a material portion of

                                       53
<PAGE>
    the business or properties of IVI or any of its subsidiaries, or seeking to
    compel IVI or any of its subsidiaries to dispose of or hold separate all or
    any material portion of the business or properties of IVI or any of its
    subsidiaries, as a result of the Transactions;

        (e) MATERIAL ADVERSE CHANGE

        Since the date of this Agreement, there shall have been no change,
    occurrence or circumstance in the business, results of operations or
    financial condition of Checkmate or any subsidiary of Checkmate having a
    Material Adverse Effect;

        (f) ACCOUNTANTS' POOLING LETTERS

        IVI shall have received a letter, dated as of the date hereof, in form
    and substance reasonably acceptable to such party, from Coopers & Lybrand to
    the effect that such firm is not aware of any matters relating to IVI and
    its subsidiaries which would preclude the Transactions from qualifying for
    pooling-of-interests accounting treatment. IVI also shall have received a
    letter, dated as of the Effective Date in form and substance reasonably
    acceptable to such party, from Coopers & Lybrand to the effect that the
    Transactions qualify for pooling-of-interests accounting treatment;

        (g) AFFILIATE AGREEMENTS

        IVI shall have received from each person who is identified in the
    Checkmate Affiliate Letter as an "affiliate" of Checkmate a Checkmate
    Affiliate Agreement, and each such Checkmate Affiliate Agreement shall be in
    full force and effect;

        (h) OPINION OF CHECKMATE COUNSEL

        IVI shall have received from Alston & Bird, counsel to Checkmate, an
    opinion that the Merger is effective under Georgia Law, in form and
    substance reasonably satisfactory to IVI and its counsel; and

        (i) TAX OPINION

        IVI shall have received an opinion in form and substance satisfactory to
    IVI of Meighen Demers, counsel for IVI, to the effect that the Arrangement
    will be generally treated for Canadian federal income tax purposes as a
    reorganization of capital for those shareholders of IVI who hold their IVI
    Common Shares as capital property for purposes of the ITA and an opinion in
    form and substance satisfactory to IVI from Morgan, Lewis & Bockius, counsel
    for IVI, to the effect that a Shareholder of IVI who exchanges IVI Common
    Shares for Newco Common Stock should not recognize gain or loss under
    Section 351 of the Code.

11.3 ADDITIONAL CONDITIONS TO OBLIGATIONS OF CHECKMATE

    The obligations of Checkmate to effect the Transactions is also subject to
the following conditions:

        (a) REPRESENTATIONS AND WARRANTIES

        The representations and warranties of IVI contained in this Agreement
    shall be true and correct in all material respects (except for such
    representations and warranties which are qualified as to materiality which
    shall be true and correct in all respects) on and as of the Effective Date,
    except for

           (i) changes contemplated by this Agreement, or

           (ii) those representations and warranties which address matters only
       as of a particular date (which shall remain true and correct as of such
       date),

    and Checkmate shall have received a certificate to such effect signed on
    behalf of IVI by the Chief Executive Officer and the Chief Financial Officer
    of IVI;

        (b) AGREEMENTS AND COVENANTS

                                       54
<PAGE>
        IVI, Newco and Merger Sub shall have performed or complied in all
    material respects with all agreements and covenants required by this
    Agreement to be performed or complied with by them on or prior to the
    Effective Date, and Checkmate shall have received a certificate to such
    effect signed by the Chief Executive Officer and the Chief Financial Officer
    of IVI and with respect to Newco and Merger Sub, by a director or officer of
    such corporations;

        (c) CONSENTS OBTAINED

        All material Approvals required to be obtained or made by IVI for the
    authorization, execution and delivery of this Agreement and the consummation
    by them of the transactions contemplated hereby shall have been obtained and
    made by IVI;

        (d) GOVERNMENTAL ACTIONS

        There shall not have been instituted, pending or threatened any action
    or proceeding (or any investigation or other inquiry that might result in
    such an action or proceeding) by any governmental entity before any
    governmental entity, nor shall there be in effect any Order of any
    governmental entity, in either case, seeking to prohibit or limit Checkmate
    from exercising all material rights and privileges pertaining to the
    ownership or operation by Checkmate or any of its subsidiaries of all or a
    material portion of the business or properties of Checkmate or any of its
    subsidiaries, or seeking to compel Checkmate or any of its subsidiaries to
    dispose of or hold separate all or any material portion of the business or
    properties of Checkmate or any of its subsidiaries, as a result of the
    Transactions;

        (e) MATERIAL ADVERSE CHANGE

        Since the date of this Agreement, there shall have been no change,
    occurrence or circumstance in the business, results of operations or
    financial condition of IVI or any subsidiary of IVI having a Material
    Adverse Effect;

        (f) ACCOUNTANTS' POOLING LETTERS

        Checkmate shall have received a letter, dated as of the date hereof, in
    form and substance reasonably acceptable to such party, from Ernst & Young
    to the effect that such firm is not aware of any matters relating to
    Checkmate and its subsidiaries which would preclude the Transactions from
    qualifying for pooling-of-interests accounting treatment. Checkmate also
    shall have received a letter, dated as of the Effective Date, in form and
    substance reasonably acceptable to such party, from Coopers & Lybrand to the
    effect that the Transactions qualify for pooling-of-interests accounting
    treatment;

        (g) AFFILIATE AGREEMENTS

        Checkmate shall have received from each person who is identified in the
    IVI Affiliate Letter as an "affiliate" of IVI an IVI Affiliate Agreement,
    and each such IVI Affiliate Agreement shall be in full force and effect.

        (h) OPINION OF IVI COUNSEL

        Checkmate shall have received from Meighen Demers, counsel to IVI, an
    opinion that the Arrangement is effective under Ontario Law, in form and
    substance reasonably satisfactory to Checkmate and its counsel; and

        (i) TAX OPINION

        Checkmate shall have received an opinion in form and substance
    satisfactory to Checkmate of Alston & Bird, counsel for Checkmate, to the
    effect that the Merger will be generally treated for U.S. federal income tax
    purposes as a tax-free reorganization under Section 368(a) of the Code.

                                       55
<PAGE>
                           ARTICLE 12.00--TERMINATION

12.1 TERMINATION

    This Agreement may be terminated at any time prior to the Effective Date,
notwithstanding approval thereof by the shareholders of IVI or Checkmate:

        (a) by mutual written consent duly authorized by the Boards of Directors
    of IVI and Checkmate; or

        (b) by either IVI or Checkmate if the Transactions shall not have been
    consummated by July 31, 1998 (PROVIDED, THAT, the right to terminate this
    Agreement under this Section 12.1(b) shall not be available to any party
    whose failure to fulfill any obligation under this Agreement has been the
    cause of or resulted in the failure of the Transactions to occur on or
    before such date); or

        (c) by either IVI or Checkmate if a court of competent jurisdiction or
    other governmental entity shall have issued a non-appealable final Order or
    taken any other action, in each case having the effect of permanently
    restraining, enjoining or otherwise prohibiting the Arrangement or the
    Merger; or

        (d) by either IVI or Checkmate, if, at either of the IVI Shareholders'
    Meeting (including any adjournment or postponement thereof) or the Checkmate
    Shareholders' Meeting (including, any adjournment or postponement thereof),
    the requisite affirmative vote of the shareholders of IVI or Checkmate, as
    the case may be, shall not have been obtained; or

        (e) by either Company if

           (i) the Board of Directors of the other Company shall withdraw,
       modify or change its recommendation of this Agreement or the Transactions
       in a manner adverse to the other party or shall have resolved to do so or
       shall have failed by June 15 , 1998 to call the IVI Shareholders' Meeting
       or the Checkmate Shareholders' Meeting, as the case may be; or

           (ii) the Board of Directors of the other Company shall have taken a
       "neutral" position with respect to (or shall have failed to reject as
       inadequate, or shall have failed to reaffirm its recommendation of this
       Agreement and the Transactions within 10 business days after the public
       announcement or commencement of) an Acquisition Proposal; or

        (f) by either IVI or Checkmate, upon a breach of any representation,
    warranty, covenant or agreement on the part of Checkmate or IVI,
    respectively, set forth in this Agreement or if any representation or
    warranty of Checkmate or IVI, respectively, shall have become untrue, in
    either case, such that the conditions set forth in Section 11.2(a) or
    11.2(b), or Section 11.3(a) or 11.3(b), would not be satisfied (a
    "Terminating Breach"),

        PROVIDED, THAT, if such Terminating Breach is curable prior to the
    expiration of 30 days from its occurrence (but in no event later than July
    31, 1998) by Checkmate or IVI, as the case may be, through the exercise of
    its reasonable best efforts and for so long as Checkmate or IVI, as the case
    may be, continues to exercise such reasonable best efforts, neither
    Checkmate nor IVI, respectively, may terminate this Agreement under this
    Section 12.1(f) until the earlier of July 31, 1998 or the expiration of such
    30-day period without such Terminating Breach having been cured; or

        (g) Either Company may terminate this Agreement by written notice to the
    other Company at any time prior to the Effective Time, provided that a
    person has made a Superior Proposal to such Company, provided that the other
    Company does not make, within five business days of the aforesaid notice, an
    offer that the Board of Directors of the Company subject to such Superior
    Proposal believes, in its good faith judgment (based on the advice of a
    financial advisor of nationally recognized reputation, taking into account
    all the terms and conditions of the Superior Proposal, including any
    break-up fees, expense reimbursement provisions and conditions to
    consummation) is at least as favorable, from a financial point of view, to
    the shareholders of such Company as such Superior

                                       56
<PAGE>
    Proposal and that the funds or other consideration necessary for such offer
    are reasonably likely to be available; or

        (h) Either Company may terminate this Agreement by written notice to the
    other Company if prior to the Effective Time the Board of Directors of such
    Company shall have withdrawn or modified or amended, in a manner adverse to
    the other Company, its approval or recommendation of this Agreement, the
    Arrangement or the Merger or its recommendation that the shareholders of
    such Company adopt and approve this Agreement, the Arrangement or the Merger
    in order to permit such Company to execute a definitive agreement providing
    for the consummation of a Superior Proposal with respect to such Company,
    provided that such Company shall be in compliance with the terms of Section
    10.2.

12.2 EFFECT OF TERMINATION

    In the event of the termination of this Agreement pursuant to Section 12.1,
this Agreement shall forthwith become void and there shall be no Liability on
the part of any party hereto or any of its affiliates, directors, officers or
shareholders except

           (i) as set forth in Section 10.2, Section 12.3 and the second
       sentence of Section 13.1 hereof, and

           (ii) nothing herein shall relieve any party from Liability for any
       willful breach hereof.

12.3 FEES AND EXPENSES

    Except as otherwise set forth in Section 10.2, each of IVI and Checkmate
shall be responsible for the fees and expenses of its own legal counsel,
accountants, investment bankers and other professional advisors in connection
with this Agreement and the Transactions, including, without limitation, the
Registration Statement, Proxy Statement/Prospectus and the Prospectus. All fees
and expenses incurred in connection with this Agreement and the Transactions by
Newco and Merger Sub, including, without limitation, fees and expenses incurred
with respect to the incorporation and organization of each of them, registration
fees and filing fees paid with respect to the Registration Statement or the
Prospectus, and printing costs incurred with respect to the Registration
Statement, Proxy Statement/Prospectus and the Prospectus shall be shared on an
equal basis by IVI and Checkmate, whether or not the Transactions are
consummated.

                       ARTICLE 13.00--GENERAL PROVISIONS

13.1 EFFECTIVENESS OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS

    Except as otherwise provided in this Section 13.1, the representations,
warranties and agreements of each party hereto shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
any other party hereto, any person controlling any such party or any of their
officers or directors, whether prior to or after the execution of this
Agreement. The representations, warranties and agreements in this Agreement
shall terminate at the Effective Date or upon the termination of this Agreement
pursuant to Section 12.1, as the case may be, except that the agreements set
forth in Sections 5.10, 5.12, 5.23 and 5.25 shall survive the Effective Date
indefinitely and those set forth in Sections 5.8, 10.2 and 12.3 shall survive
termination indefinitely. The Confidentiality/Standstill Agreement shall survive
termination of this Agreement as provided therein.

13.2 NOTICES

    All notices and other communications given or made pursuant hereto shall be
in writing and shall be deemed to have been duly given or made as of the date
delivered, if delivered personally, three days after being sent by registered or
certified mail (postage prepaid, return receipt requested), one day after
dispatch by recognized overnight courier (provided delivery is confirmed by the
courier), and upon

                                       57
<PAGE>
transmission by telecopy, confirmed received, to the parties at the following
addresses (or at such other address for a party as shall be specified by such
party in a notice pursuant to this Section 13.2):

        (a) If to IVI:

<TABLE>
<S>                              <C>
   International Verifact Inc.
   79 Torbarrie Road
   Toronto, Ontario M3L 1G5

   Telecopier No.:               (416) 245-9896
   Attention:                    L. Barry Thomson
                                 President and CEO

   With a copy to:

   Meighen Demers
   Merrill Lynch Canada Tower
   200 King Street West
   Suite 1100
   Toronto, Ontario
   Canada M5H 3T4

   Telecopier No.:               (416) 977-5239
   Attention:                    Mark A. Convery

   And to:

   Morgan, Lewis & Bockius LLP
   101 Park Avenue
   46th Floor
   New York, NY
   U.S.A. 10178

   Telecopier No.:               (212) 309-6273
   Attention:                    David G. Nichols, Jr.
</TABLE>

        (a) If to Checkmate:

<TABLE>
<S>                              <C>
   Checkmate Electronics, Inc.
   1003 Mansell Road
   Roswell, Georgia
   U.S.A. 30076

   Telecopier No.:               (770) 594-6019
   Attention:                    John C. Neubert

   With a copy to:

   Alston & Bird
   One Atlantic Center
   1201 West Peachtree Street
   Atlanta, Georgia
   U.S.A. 3039-3424

   Telecopier No.:               (404) 881-4777
   Attention:                    M. Hill Jeffries
</TABLE>

                                       58



<PAGE>
13.3 AMENDMENT

    This Agreement may be amended by the parties hereto by action taken by or on
behalf of their respective Boards of Directors at any time prior to the
Effective Date;

    PROVIDED, HOWEVER, that, after approval of the matters put before the
shareholders of Checkmate or the shareholders of IVI, no amendment may be made
which by any Law requires further approval by such shareholders without such
further approval. This Agreement may not be amended except by an instrument in
writing signed by the parties hereto.

13.4 WAIVER

    At any time prior to the Effective Date, any party hereto may with respect
to any other party hereto

        (a) extend the time for the performance of any of the obligations or
    other acts,

        (b) waive any inaccuracies in the representations and warranties
    contained herein or in any document delivered pursuant hereto, and

        (c) waive compliance with any of the agreements or conditions contained
    herein.

    Any such extension or waiver shall be valid if set forth in an instrument in
writing signed by the party or parties to be bound thereby.

13.5 HEADINGS

    The headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.

13.6 SEVERABILITY

    If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner adverse to any party. Upon
such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that transactions
contemplated hereby are fulfilled to the extent possible.

13.7 ENTIRE AGREEMENT

    This Agreement constitutes the entire agreement and supersedes all prior
agreements and undertakings (other than the Confidentiality/Standstill
Agreement), both written and oral, among the parties, or any of them, with
respect to the subject matter hereof and, except as otherwise expressly provided
herein, is not intended to confer upon any other person any rights or remedies
hereunder.

13.8 ASSIGNMENT

    None of the parties hereto may assign any of its rights or obligations
hereunder without the prior written consent of the other parties hereto.

13.9 PARTIES IN INTEREST

    This Agreement shall be binding upon and enure solely to the benefit of each
party hereto, and nothing in this Agreement, express or implied, is intended to
or shall confer upon any other person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement, other than

                                       59
<PAGE>
Section 5.12 (which is intended to be for the benefit of the parties indemnified
therein and may be enforced by such parties).

13.10 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE

    No failure or delay on the part of any party hereto in the exercise of any
right hereunder shall impair such right or be construed to be a waiver of, or
acquiescence in, any breach of any representation, warranty or agreement herein,
nor shall any single or partial exercise of any such right preclude other or
further exercise thereof or of any other right. All rights and remedies existing
under this Agreement are cumulative to, and not exclusive of, any rights or
remedies otherwise available.

13.11 GOVERNING LAW

    This Agreement (for purposes of Section 13.16 or otherwise) shall be
governed by and construed in accordance with the laws of the Province of Ontario
and the federal laws of Canada applicable therein, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
Subject to Section 13.16, each of the parties submits to the jurisdiction of the
courts of the Province of Ontario to hear all actions, suits and proceedings
arising in connection with this Agreement arising from the enforcement of
arbitration judgments made pursuant to Section 13.16. Checkmate hereby appoints
Cassels, Brock & Blackwell as its agent for service of process in respects of
all actions, suits and proceedings in the courts of Ontario in connection with
this Agreement.

13.12 COUNSEL FEE

    In the event of any Litigation by any party against the other for specific
performance or damages for breach of this Agreement which results in a final
judgment not subject to further appeal by one of the parties, the party against
whom the judgment is entered shall pay to the party in whose favour the judgment
is entered (the "successful party") all of the successful party's counsel fees
and expenses in connection with the prosecution or defence of the action,
including in respect of investigations, depositions and discoveries in
connection therewith (and including, in connection with any litigation in a
Canadian court, costs on a solicitor and his own client basis).

13.13 COUNTERPARTS

    This Agreement may be executed in one or more counterparts, and by the
different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

13.14 WAIVER OF JURY TRIAL

    Each of IVI and Checkmate hereby irrevocably waives, to the fullest extent
permitted by law, all rights to trial by jury in any action, proceeding, or
counterclaim (whether based upon contract, tort or otherwise) arising out of or
relating to this agreement or any of the transactions contemplated hereby.

13.15 U.S. CURRENCY

    Except as otherwise expressly stated, all dollar amounts referred to in this
Agreement are in United States currency.

13.16 ARBITRATION

        (a) In the event of any dispute, claim, question or difference arising
    between IVI and Checkmate in respect of the provisions, the subject matter,
    the interpretation, or the effect of this Agreement or any breach hereof,
    the parties shall use their best endeavors to settle such dispute, claim,
    question or

                                       60
<PAGE>
    difference. To this effect the party which raises the concern shall give
    notice in writing to the other of the concern and the reasons therefor and
    its proposal for resolution. Thereafter, they shall consult and negotiate
    with each other, in good faith and understanding of their mutual interests,
    to reach a just and equitable solution satisfactory to both parties.

        (b) Except as is expressly otherwise provided in this Agreement, if the
    parties do not reach a solution pursuant to Section 13.16(a) within a period
    of 30 days from the written notice contemplated in Section 13.16(a), then
    upon written notice by either party to the other, the dispute, claim,
    question or difference shall be finally settled by arbitration in accordance
    with the American Arbitration Association Rules for the conduct of
    arbitrations in effect at the date of commencement of such arbitration,
    based upon the following:

           (i) the arbitration tribunal shall consist of one arbitrator
       appointed by each of the parties who is qualified by education and
       training to pass upon the particular matter to be decided, together with
       a third arbitrator appointed by the first two-selected arbitrators;

           (ii) the arbitrators shall be instructed that time is of the essence
       in proceeding with their determination of any dispute, claim, question or
       difference and, in any event, the arbitration award must be rendered
       within 30 days of the submission of such dispute to arbitration;

           (iii) the arbitration shall take place in the State of Delaware;

           (iv) the arbitration award shall be given in writing and shall be
       final and binding on the parties, not subject to any appeal, and shall
       deal with the question of costs of arbitration and all matters related
       thereto; and

           (v) judgment upon the award rendered may be entered in any court
       having jurisdiction, or, application may be made to such court for a
       judicial recognition of the award or an order of enforcement thereof, as
       the case may be.

                                       61
<PAGE>
    IN WITNESS WHEREOF, IVI, Checkmate, Newco and Merger Sub have caused this
Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.

<TABLE>
<S>                             <C>  <C>
                                          INTERNATIONAL VERIFACT INC.

                                Per:            /s/ L. BARRY THOMSON
                                     -----------------------------------------
                                               Name: L. Barry Thomson
                                        Title: PRESIDENT AND CHIEF EXECUTIVE
                                                      OFFICER

                                          CHECKMATE ELECTRONICS, INC.

                                Per:           /s/ J. STANFORD SPENCE
                                     -----------------------------------------
                                              Name: J. Stanford Spence
                                              Title: CHAIRMAN AND CEO

                                              IVI CHECKMATE CORP.

                                Per:            /s/ L. BARRY THOMSON
                                     -----------------------------------------
                                               Name: L. Barry Thomson
                                              Title: PRESIDENT AND CEO

                                           FUTURE MERGER CORPORATION

                                Per:           /s/ J. STANFORD SPENCE
                                     -----------------------------------------
                                              Name: J. Stanford Spence
                                                  Title: CHAIRMAN
</TABLE>

                                       62



<PAGE>
                                  SCHEDULE "A"
                        SCHEDULE OF CERTAIN DEFINITIONS

    Where used in this Agreement, unless there is something in the context or
the subject matter inconsistent therewith, the following terms shall have the
following meanings, respectively:

<TABLE>
<S>         <C>
(a)         "Acquisition Proposals" shall bear the meaning ascribed to it in Section
            10.2(a);

(b)         "Affiliate Agreement" shall bear the meaning ascribed to it in Section 5.11;

(c)         "Affiliate Letter" shall bear the meaning ascribed to it in Section 5.11;

(d)         "affiliates" means a person that directly or indirectly, through one or more
            intermediaries, controls, is controlled by, or is under common control with, the
            first-mentioned person; including, without limitation, any partnership or joint
            venture in which Checkmate or IVI, as the case may be, (either along, or through
            or together with any other subsidiary) has, directly or indirectly, an equity
            interest of 10 percent or more;

(e)         "Agreement", "hereof", "herein", "hereunder", and similar expressions refer to
            this Agreement and the schedules and exhibits hereto and not to any particular
            article, section, paragraph, clause or other portion hereof and include any
            agreement or instrument supplementary or ancillary hereto;

(f)         "Approvals" shall bear the meaning ascribed to it in Section 6.1;

(g)         "Arrangement" shall bear the meaning ascribed to it in the recitals;

(h)         "business day" means any day other than a Saturday, Sunday or a day when banks
            are not open for business in either or both of Atlanta, Georgia and Toronto,
            Ontario;

(i)         "Call Rights" shall bear the meaning ascribed to it in the recitals;

(j)         "CBCA" shall mean the CANADA BUSINESS CORPORATIONS ACT, as amended;

(k)         "Checkmate Balance Sheet" shall bear the meaning ascribed to it in Section 7.9;

(l)         "Checkmate Common Shares" shall bear the meaning ascribed to in the recitals;

(m)         "Checkmate Disclosure Schedule" shall bear the meaning ascribed to it in Section
            7.1;

(n)         "Checkmate Dissenting Shares" shall bear the meaning ascribed to it in Section
            3.8;

(o)         "Checkmate Employee Plan" shall bear the meaning ascribed to it in Section 7.11;

(p)         "Checkmate Exchange Ratio" shall bear the meaning ascribed to it in Section
            3.4(a)(ii);

(q)         "Checkmate Intellectual Property Rights" shall bear the meaning ascribed to it
            in Section 7.20;

(r)         "Checkmate Option" shall bear the meaning ascribed to it in Section 5.10(a);

(s)         "Checkmate Proxy Statement" shall bear the meaning ascribed to it in Section
            5.7(a);

(t)         "Checkmate SEC Documents" shall bear the meaning ascribed to it in Section
            7.7(a);

(u)         "Checkmate Share" shall bear the meaning ascribed to it in the recitals;

(v)         "Checkmate Shareholder Approval" shall bear the meaning ascribed to it in
            Section 5.7(a);

(w)         "Checkmate Shareholders' Meeting" shall bear the meaning ascribed to it in
            Section 5.7(a);

(x)         "Checkmate Stock Option Plans" shall bear the meaning ascribed to it in Section
            5.10(a);
</TABLE>
<PAGE>
<TABLE>
<S>         <C>
(y)         "Checkmate Third Party Intellectual Property Rights" shall bear the meaning
            ascribed to it in Section 7.20;

(z)         "Closing" shall bear the meaning ascribed to it in Section 5.1;

(aa)        "Code" shall mean the United States Internal Revenue Code of 1986, as amended;

(bb)        "Company" shall mean IVI or Checkmate;

(cc)        "Confidentiality/Standstill Agreement" shall bear the meaning ascribed to it in
            Section 5.8;

(dd)        "Constituent Corporations" shall bear the meaning ascribed to it in Section 3.2;

(ee)        "Contracts" means any written or oral agreement, arrangement, authorization,
            commitment, contract, indenture, instrument, lease, note, bond, mortgage,
            license, obligation, plan, practice, restriction, understanding or undertaking
            of any kind or character, or other document to which any person is a party or
            that is binding on any person or its equity securities (including capital
            stock), properties or business;

(ff)        "control" (including the terms "controlled by" and "under common control with")
            means the possession, directly or indirectly or as trustee or executor, of the
            power to direct or cause the direction of the management or policies of a
            person, whether through the ownership of stock, as trustee or executor, by
            Contract or credit arrangement or otherwise;

(gg)        "Court" shall bear the meaning ascribed to it in Section 2.1 of this Agreement;

(hh)        "default or violation" means
                (i)  any breach, violation or default,
                (ii) any occurrence of any event that with the passage of time or the giving
                of notice or both would constitute a breach, violation or default, or
                (iii) any occurrence of any event that with or without the passage of time
                or the giving of notice would give rise to a right to terminate or revoke,
                      change the current terms, or renegotiate, or to accelerate, increase,
                      or impose any Liability;

(ii)        "Delaware Law" means Delaware General Corporation Law, as amended;

(jj)        "Director" means the director appointed under Section 260 of the CBCA;

(kk)        "Effective Date" shall bear the meaning ascribed to it in Section 2.1;

(ll)        "Effective Time" shall bear the meaning ascribed to it in Section 2.1;

(mm)        "Environmental Laws" shall bear the meaning ascribed to it in Section 6.17;

(nn)        "ERISA" shall mean the EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, as
            amended;

(oo)        "Exchange Act" means the SECURITIES EXCHANGE ACT OF 1934, as amended;

(pp)        "Exchange Agent" shall bear the meaning ascribed it in Section 3.6;

(qq)        "Exchange Rights" shall bear the meaning ascribed to it in the recitals;

(rr)        "Exchangeable Shares" shall bear the meaning ascribed to it in Section 2.1(a);

(ss)        "Final Order" shall bear the meaning ascribed to it in Section 2.1;

(tt)        "Form S-3" shall bear the meaning ascribed to it in Section 5.7(d);

(uu)        "GAAP" shall bear the meaning ascribed to it in the recitals;
</TABLE>

                                       2
<PAGE>
<TABLE>
<S>         <C>
(vv)        "Georgia Certificate of Merger" shall bear the meaning ascribed to it in Section
            3.1(b);

(ww)        "Georgia Law" means the Georgia Business Corporations Code, as amended;

(xx)        "governmental entity" shall bear the meaning ascribed to it in Section 6.5(c);

(yy)        "hazardous substances" shall bear the meaning ascribed to it in Section 6.17(d);

(zz)        "HSR Act" means the HART-SCOTT-RODINO ANTI-TRUST IMPROVEMENTS ACT OF 1976, as
            amended;

(aaa)       "Indemnified Parties" shall bear the meaning ascribed to it in Section 5.12(b);

(bbb)       "Ingenico" means Ingenico, S.A., a French corporation;

(ccc)       "IVI Balance Sheet" shall bear the meaning ascribed to it in Section 6.9;

(ddd)       "IVI Common Shares" shall bear the meaning ascribed to it in the recitals;

(eee)       "IVI Disclosure Schedule" shall bear the meaning ascribed to it in Section 6.1;

(fff)       "IVI Dissenting Shares" shall bear the meaning ascribed to it in Section 2.4;

(ggg)       "IVI Employee Plan" shall bear the meaning ascribed to it in Section 6.11;

(hhh)       "IVI Exchange Ratio" shall bear the meaning ascribed to it in the recitals;

(iii)       "IVI Intellectual Property Rights" shall bear the meaning ascribed to it in
            Section 6.20;

(jjj)       "IVI Option" shall bear the meaning ascribed to it in Section 5.10(a);

(kkk)       "IVI Option Plan" shall bear the meaning ascribed to it in Section 5.10(a);

(lll)       "IVI OSC Reports" shall bear the meaning ascribed to it in Section 6.7(a);

(mmm)       "IVI Proxy Statement" shall bear the meaning ascribed to it in Section 5.7(b);

(nnn)       "IVI SEC Documents" shall bear the meaning ascribed to it in Section 6.7(b);

(ooo)       "IVI Shareholders' Meeting" shall bear the meaning ascribed to it in Section
            5.7(b);

(ppp)       "IVI Third Party Intellectual Property Rights" shall bear the meaning ascribed
            to it in Section 6.20;

(qqq)       "Interim Order" shall bear the meaning ascribed to it in Section 2.1;

(rrr)       "IRS" shall mean the United States Internal Revenue Service;

(sss)       "ISOs" shall bear the meaning ascribed to it in Section 5.10(b);

(ttt)       "ITA" shall mean the INCOME TAX ACT (Canada), as amended;

(uuu)       "knowledge of Checkmate" or "Checkmate's knowledge" or like phrases shall mean
            only the actual knowledge, information and belief of J. Stanford Spence, Gregory
            A. Lewis and John C. Neubert, after, in all cases, reviewing all relevant
            records and making due enquiries regarding the relevant matter;

(vvv)       "knowledge of IVI" or "IVI's knowledge" or like phrases shall mean only the
            actual knowledge, information and belief of George Whitton, L. Barry Thomson and
            Peter Henry, after, in all cases, reviewing all relevant records and making due
            enquiries regarding the relevant matter;
</TABLE>

                                       3
<PAGE>
<TABLE>
<S>         <C>
(www)       "Law" means any code, law, ordinance, regulation, reporting or licensing
            requirement, rule, statute or similar requirement applicable to a person or its
            properties, Liabilities or business;

(xxx)       "Liabilities" means any direct or indirect, primary or secondary, liability,
            indebtedness, obligation, penalty, cost or expense (including costs of
            investigation, collection and defence), claim, deficiency, guaranty or
            endorsement of or by any person of any type, whether accrued, absolute or
            contingent, liquidated or unliquidated, matured or unmatured, or otherwise;

(yyy)       "Liens" means any conditional sale agreement, default of title, easement,
            encroachment, encumbrance, hypothecation, infringement, lien, mortgage, pledge,
            reservation, restriction, security interest, title retention or other security
            arrangement, or any adverse right or interest, charge, or claim of any nature
            whatsoever of, on, or with respect to any property or property interest, other
            than Liens for current property Taxes not yet due and payable;

(zzz)       "Litigation" shall bear the meaning ascribed to it in Section 6.10;

(aaaa)      "Merger" shall bear the meaning ascribed to it in the recitals;

(bbbb)      "Merger Consideration" shall bear the meaning ascribed to it in Section 3.4(c);

(cccc)      "NASD" means the National Association of Securities Dealers, Inc.;

(dddd)      "Newco Common Stock" shall bear the meaning ascribed to it in the recitals;

(eeee)      "Newco Preferred Stock" shall bear the meaning ascribed to it in Section 2.1(b);

(ffff)      "Newco Special Voting Stock" means the preferred stock contemplated by Exhibit
            C;

(gggg)      "NTN" means National Transaction Network, Inc., a Delaware corporation;

(hhhh)      "Order" means any administrative decision or award, decree, injunction,
            judgment, order, quasi-judicial decision or award, ruling, or writ of any
            governmental entity;

(iiii)      "OSA" shall mean the SECURITIES ACT (Ontario);

(jjjj)      "OSC" means the Ontario Securities Commission;

(kkkk)      "Participation Right" shall bear the meaning ascribed to it in Section 6.3(iv);

(llll)      "Person" means an individual, corporation, partnership, association, trust,
            unincorporated organization, other entity or group (to the extent such group is
            deemed a "person" under Section 13(d)(3) of the Exchange Act);

(mmmm)      "Plan of Arrangement" shall bear the meaning ascribed to it in the recitals;

(nnnn)      "properties" of Checkmate, IVI, Newco or any other person means all of the
            assets, properties, businesses and rights of such person of every kind, nature,
            character and description, whether real, personal or mixed, tangible or
            intangible, accrued or contingent, or otherwise relating to or utilized in such
            person's business, directly or indirectly, in whole or in part, whether or not
            carried on the books and records of such person, and whether or not owned in the
            name of such person or any affiliate of such person and wherever located;

(oooo)      "Prospectus" shall bear the meaning ascribed to it in Section 5.7(e);

(pppp)      "Proxy Statements" shall bear the meaning ascribed to it in Section 5.7(b);

(qqqq)      "Proxy Statement/Prospectus" shall bear the meaning ascribed to it in Section
            6.13(ii);
</TABLE>

                                       4
<PAGE>
<TABLE>
<S>         <C>
(rrrr)      "Registration Statement" shall bear the meaning ascribed to it in Section
            5.7(c);

(ssss)      "Rights" means all arrangements, calls, commitments, Contracts, options, rights
            to subscribe to, scrip, understandings, warrants, or other binding obligations
            of any character whatsoever relating to, or securities or rights convertible
            into or exchangeable for, shares of the capital stock or other types of equity
            securities of a person (or an affiliate or successor of such person) or by which
            a person is or may be bound to issue additional shares of its capital stock,
            other types of equity securities or other Rights;

(tttt)      "SEC" shall mean the United States Securities and Exchange Commission;

(uuuu)      "Securities Act" means the SECURITIES ACT OF 1933, as amended;

(vvvv)      "Series A Preferred Share" shall bear the meaning ascribed to it in Section
            2.1(a);

(wwww)      "Share" shall bear the meaning ascribed to it in Section 3.4(a)(ii);

(xxxx)      "Shareholder Protection Rights Agreement" shall bear the meaning ascribed to it
            in Section 5.22;

(yyyy)      "State Takeover Laws" shall bear the meaning ascribed to it in Section 6.5(c);

(zzzz)      "Stock Option Plans" shall bear the meaning ascribed to it in Section 5.10(a);

(aaaaa)     "Subsequent Dividend" shall bear the meaning ascribed to it in Section 3.4(b);

(bbbbb)     "subsidiary" or "subsidiaries" of Checkmate, IVI, Newco or any other person
            means any corporation, partnership, joint venture or other legal entity of which
            Checkmate, IVI, Newco or such other person, as the case may be (either alone or
            through or together with any other subsidiary), owns, directly or indirectly,
            more than 50% of the stock or other equity interests the holders of which are
            generally entitled to vote for the election of the board of directors or other
            governing body of such corporation, partnership, joint venture or other legal
            entity;

(ccccc)     "Superior Proposal" shall bear the meaning ascribed to it in Section 10.2(c);

(ddddd)     "Support Agreement" shall bear the meaning ascribed to it in Section 2.3;

(eeeee)     "Surviving Corporation" shall bear the meaning ascribed to it in Section 3.1(a);

(fffff)     "Tax" or "Taxes" shall bear the meaning ascribed to it in Section 6.16(a);

(eeeee)     "Tax Returns" shall bear the meaning ascribed to it in Section 6.16(a);

(ggggg)     "Terminating Breach" shall bear the meaning ascribed to it in Section 12.1(f);

(hhhhh)     "Third Party" shall bear the meaning ascribed to it in Section 10.2(c);

(iiiii)     "Transactions" shall mean the Arrangement and the Merger;

(jjjjj)     "Trustee" shall bear the meaning ascribed to it in Section 2.2;

(kkkkk)     "TSE" means The Toronto Stock Exchange;

(lllll)     "Voting Rights" shall bear the meaning ascribed to it in the recitals;

(mmmmm)     "Voting Trust Agreement" shall bear the meaning ascribed to it in Section 2.2;

(nnnnn)     "Year 2000 Compliant" means that the product, software or system in question:

                (i)  will correctly and unambiguously process date information at all times,
                including as the years 1999 and 2000 are approached and reached;
</TABLE>

                                       5
<PAGE>
<TABLE>
<S>         <C>
                (ii) will not suffer any abends, aborts, improper operation or other
                interruptions in operation as a result of the approach or reaching of any
                     particular date or the improper processing of any date. "Processing" of
                     date information includes, but is not limited to, accepting input of
                     dates without ambiguity, outputting all dates in an unambiguous form,
                     and performing calculations, comparisons or operations or taking
                     actions or making decisions using dates, portions of dates, or time
                     periods. The concept of Year 2000 Compliance includes all issues
                     relating to the handling of dates or time periods, including the
                     processing of the leap year that will occur in the year 2000.
</TABLE>

                                       6