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                                                                   EXHIBIT 10.51

                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of this
22nd day of February 2001, (the "Effective Date") by and between Pamela A.
Joseph (hereinafter referred to as "Employee") and NOVA Corporation, a Georgia
corporation ("NOVA").


                             W I T N E S S E T H :
                             -------------------

     WHEREAS, NOVA, through its direct and indirect subsidiaries, is in the
business of providing credit card and debit card transaction processing services
and settlement services (including the related products and services of
automated teller machines and check guarantee services) to merchants, financial
institutions, independent sales organizations ("ISOs"), and other similar
customers (collectively, the "Business") throughout the United States;

     WHEREAS, Employee currently serves as the President of NOVA Information
Systems, Inc. and as Executive Vice President and Chief Information Officer of
NOVA pursuant to an Employment Agreement between Employee and NOVA effective
February 15, 1999, (the "Prior Agreement");

     WHEREAS, NOVA, or its assigns, will continue to engage in the Business
throughout the United States (the "Territory");

     WHEREAS, NOVA and Employee desire to terminate the Prior Agreement, which
termination shall be contemporaneous with the effectiveness of this Agreement;

     WHEREAS, NOVA desires that Employee continue to work for NOVA, and Employee
desires to continue said employment, all as contemplated herein;

     NOW, THEREFORE, for and in consideration of her continued employment by
NOVA pursuant to this Agreement, the NOVA Confidential Information and Trade
Secrets (as hereafter defined) furnished to Employee by NOVA in order that she
may continue to perform her duties under this Agreement, the mutual covenants
and agreements herein contained, and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     1.   Employment of Employee.  NOVA hereby employs Employee for a period
beginning as of the Effective Date and ending two (2) years thereafter (the
"Initial Term"), unless Employee's employment by NOVA is sooner terminated or
automatically renewed pursuant to the terms of this Agreement (Employee's
employment by NOVA pursuant to the terms of this Agreement shall hereinafter be
referred to as "Employment").

          (a)  Employee agrees to such Employment on the terms and conditions
     herein set forth and agrees to devote her reasonable best efforts to her
     duties under this Agreement and to perform such duties diligently and
     efficiently and in accordance with the directions of NOVA's Chief Executive
     Officer.

          (b)  During the term of Employee's Employment, Employee shall serve as
     President of NOVA Information Systems, Inc. and as Senior Executive Vice
     President of NOVA.  Employee shall be responsible primarily for such duties
     as are assigned to her, from time to time, by NOVA's Chief

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     Executive Officer, which in any event shall be such duties as are customary
     for an officer in that positions.

          (c)  Employee shall devote substantially all of her business time,
     attention, and energies to NOVA's Business, shall act at all times in the
     best interests of NOVA, and shall not during the term of her Employment be
     engaged in any other business activity, whether or not such business is
     pursued for gain, profit, or other pecuniary advantage, or permit such
     personal interests as she may have to interfere with the performance of her
     duties hereunder. Notwithstanding the foregoing, Employee may participate
     in industry, civic and charitable activities so long as such activities do
     not materially interfere with the performance of her duties hereunder.

     2.   Compensation. During the term of Employee's Employment and in
accordance with the terms hereof, NOVA shall pay or otherwise provide to
Employee the following compensation:

          (a)  Employee's annual salary during the term of her Employment shall
     be Three Hundred Sixty Thousand and No/100 Dollars ($360,000) ("Base
     Salary"), with such increases (each, a "Merit Increase") as may from time
     to time be deemed appropriate by NOVA's Chief Executive Officer; provided,
     however, that so long as this Agreement remains in effect, Employee's Base
     Salary shall be reviewed annually by NOVA's Chief Executive Officer in each
     fiscal year, within a reasonable time following the availability of NOVA's
     financial statements for the preceding fiscal year.  The Base Salary shall
     be paid by NOVA in accordance with NOVA's regular payroll practice.  As
     used herein, the term "Base Salary" shall be deemed to include any Merit
     Increases granted to Employee.

          (b)  In addition to the Base Salary, Employee shall be eligible to
     receive annual bonus compensation ("Bonus Compensation") in the amount, and
     on the terms and conditions described in the Annual Incentive Compensation
     Schedule attached as Exhibit A (the "Incentive Compensation Plan").  Upon
                          ---------
     written request and subject to the terms and conditions set forth in this
     Section 2(b), Employee shall be entitled to elect to receive all or part of
     any Bonus Compensation payable to Employee under the Incentive Compensation
     Plan in shares of NOVA common stock, par value $.01 per share ("NOVA
     Stock"), valued on the basis of the closing price of NOVA Stock on the New
     York Stock Exchange on the date of Employee's request (or if such date is
     not a trading day, on the immediately preceding trading day); provided,
     however, that NOVA shall not be obligated to comply with Employee's request
     if (i) NOVA does not have shares of NOVA Stock available for issuance or
     (ii) the issuance of NOVA Stock to Employee would be impracticable or
     impede, in any respect, NOVA's ongoing business operations.

          (c)  NOVA may withhold from any benefits payable under this Agreement
     all federal, state, city or other taxes as shall be required pursuant to
     any law or governmental regulation or ruling.

     3.   Benefits. During the term of Employee's employment, and for such time
thereafter as may be required by Section 7 hereof, NOVA shall provide to
Employee the following benefits:

          (a)  Medical Insurance.  Employee and her dependents shall be entitled
               -----------------
     to participate in such medical, dental, vision, prescription drug,
     wellness, or other health care or medical coverage plans as may be
     established, offered or adopted from time to time by NOVA for the benefit
     of its employees and/or executive officers, pursuant to the terms set forth
     in such plans.

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          (b)  Life Insurance.  Employee shall be entitled to participate in any
               --------------
     life insurance plans established, offered, or adopted from time to time by
     NOVA for the benefit of its employees and/or executive officers.

          (c)  Disability Insurance.  Employee shall be entitled to participate
               --------------------
     in any disability insurance plans established, offered, or adopted from
     time to time by NOVA for the benefit of its employees and/or executive
     officers.

          (d)  Vacations, Holidays.  Employee shall be entitled to at least four
               -------------------
     (4) weeks of paid vacation each year and all holidays observed by NOVA.

          (e)  Stock Option Plans.  Employee shall be eligible for participation
               ------------------
     in any stock option plan or restricted stock plan adopted by NOVA's Board
     of Directors or the Compensation Committee.

          (f)  Other Benefits.  In addition to and not in any way in limitation
               --------------
     of the benefits set forth in this Section 3, Employee shall be eligible to
     participate in all additional employee benefits provided by NOVA
     (including, without limitation, all tax-qualified retirement plans, non-
     qualified retirement and/or deferred compensation plans, incentive plans,
     other stock option or purchase plans, and fringe benefits) on the same
     basis as such are afforded to other executive officers of NOVA during the
     term of this Agreement.

          (g)  Terms and Provisions of Plans.  NOVA agrees that it shall not
               -----------------------------
     take action (during the term of this Agreement or the "Continuation
     Period," as defined in Section 7(a)) to modify the terms and provisions of
     any such plan or arrangement so as to exclude only Employee and/or her
     dependents, either by excluding Employee and/or her dependents explicitly
     by name or by modifying provisions generally applicable to all employees
     and dependents so that only Employee and/or her dependents would be
     affected.

          (h)  Vesting of Rights.  Upon the occurrence of a "Change in Control"
               -----------------
     (as defined in Section 7(f)) during the term of this Agreement, and
     regardless of whether Employee terminates this Agreement following such
     occurrence, and notwithstanding any provision to the contrary in any other
     agreement or document (including NOVA's applicable plan documents), all
     stock options, restricted stock, and other similar rights that have been
     granted to Employee and that are not vested on the date of occurrence of
     such an event, as well as any Deferred Compensation Plan balance that is
     not vested on the date of occurrence of such an event, shall become vested
     and exercisable immediately (collectively, the "Vested Rights").  As
     provided under the applicable plan or agreement, Employee shall have the
     right to exercise any or all of the Vested Rights.

     4.   Personnel Policies.  Employee shall conduct herself at all times
in a businesslike and professional manner as appropriate for a person in her
position and shall represent NOVA in all respects with good business and ethical
practices.  In addition, Employee shall be subject to and abide by the policies
and procedures of NOVA applicable generally to personnel of NOVA, as adopted
from time to time.

     5.   Reimbursement for Business Expenses. Employee shall be reimbursed, on
no less frequently than a monthly basis, for all out-of-pocket business expenses
incurred by her in the performance of her duties hereunder, provided that
Employee shall first document and substantiate said business expenses in the
manner generally required by NOVA under its policies and procedures.

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     6.   Term and Termination of Employment.

          (a)  This Agreement shall be effective as of the Effective Date.

          (b)  Employee's Employment shall terminate immediately upon the
     discharge of Employee by NOVA for "Cause."   For the purposes of this
     Agreement, the term "Cause," when used with respect to termination by NOVA
     of Employee's Employment hereunder, shall mean termination as a result of:
     (i) Employee's violation of the covenants set forth in Section 10 or 11;
     (ii) Employee's willful, intentional, or grossly negligent failure to
     perform her duties under this Agreement diligently and in accordance with
     the directions of NOVA; (iii) Employee's willful, intentional, or grossly
     negligent failure to comply with the decisions or policies of NOVA;  or
     (iv) final conviction of Employee of a felony; provided, however, that in
                                                    --------  -------
     the event NOVA desires to terminate Employee's Employment pursuant to
     subsections (i), (ii), or (iii) of this Section 6(b), NOVA shall first give
     Employee written notice of such intent, detailed and specific description
     of the reasons and basis therefor, and thirty (30) days to remedy or cure
     such perceived breaches or deficiencies (the "Cure Period"); provided,
                                                                  --------
     however, that with respect only to breaches that it is not possible to cure
     -------
     within such thirty (30) day period, so long as Employee is diligently using
     her best efforts to cure such breaches or deficiencies within such period
     and thereafter, the Cure Period shall be automatically extended for an
     additional period of time (not to exceed sixty (60) days) to enable
     Employee to cure such breaches or deficiencies, provided, further, that
                                                     --------  -------
     Employee continues to diligently use her best efforts to cure such breaches
     or deficiencies.  If Employee does not cure the perceived breaches or
     deficiencies within the Cure Period, NOVA may discharge Employee
     immediately upon written notice to Employee.  If NOVA desires to terminate
     Employee's Employment pursuant to subsection (iv) of this Section 6(b),
     NOVA shall first give Employee three (3) days prior written notice of such
     intent.

          (c)  Employee's Employment shall terminate immediately upon the death
     of Employee.

          (d)  Employee's Employment shall terminate immediately upon thirty
     (30) days prior written notice to Employee if Employee shall at any time be
     incapacitated by reason of physical or mental illness or otherwise become
     incapable of performing the duties under this Agreement for a continuous
     period of one hundred eighty (180) consecutive days; provided, however, to
                                                          --------  -------
     the extent NOVA could, with reasonable accommodation and without undue
     hardship, continue to employ Employee in some other capacity after such one
     hundred eighty (180) day period, NOVA shall, to the extent required by the
     Americans With Disabilities Act, offer to do so, and, if such offer is
     accepted by Employee, Employee shall be compensated accordingly.

          (e)  Employee may terminate this Agreement, upon thirty (30) days
     prior written notice to NOVA (the "Notice Period"), in the event (i) there
     is a material diminution in Employee's duties and responsibilities such
     that they no longer reflect duties and responsibilities customary for an
     executive officer of a publicly-traded company; provided, however, that
                                                     --------  -------
     NOVA's change to a privately-held company (for example, as a result of
     acquisition) and the corresponding change in Employee's duties and
     responsibilities shall not, by itself, be sufficient to qualify as a
     "Responsibilities Breach"; (ii) Employee is required to relocate to an
     office that is more than thirty-five (35) miles from Employee's current
     office located at One Concourse Parkway, Suite 300, Atlanta, Georgia
     30328; (iii) there is a reduction in Employee's Base Salary  payable under
     Section 2, an adverse change in the terms of the Incentive Compensation
     Plan, or a material reduction in benefits provided to Employee under
     Section 3 (whether occurring at once or over a period of time); or (iv)
     NOVA materially breaches this Agreement, (each of (i), (ii), (iii) and (iv)
     being referred to as a "Responsibilities

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     Breach"), and NOVA fails to cure said Responsibilities Breach within the
     Notice Period; provided, however, that with respect only to breaches that
                    --------  -------
     it is not possible to cure within the Notice Period, so long as NOVA is
     diligently using its best efforts to cure such breaches within such Notice
     Period, the Notice Period shall be automatically extended for an additional
     period of time (not to exceed sixty (60) days) to enable NOVA to cure such
     breaches, provided, further, that NOVA continues to diligently use its best
               --------  -------
     efforts to cure such breaches. Notwithstanding anything to the contrary in
     this Section 6(e), the Notice Period for any breach arising from the
     failure to pay compensation shall be five (5) days.

          (f)  Employee may terminate this Agreement at any time, without cause,
     upon thirty (30) days prior written notice to NOVA.

          (g)  NOVA may terminate this Agreement at any time, without cause,
     upon written notice to Employee.

          (h)  This Agreement shall automatically renew for successive one (1)
     year terms (each a "Renewal Term") unless either party hereto gives the
     other party hereto written notice of its or her intent not to renew this
     Agreement no later than one hundred eighty (180) days prior to the date the
     Initial Term, or the then-current Renewal Term, is scheduled to expire.
     Employee's Employment shall terminate upon termination or expiration of
     this Agreement.

     7.   Termination Payments.

          (a)  Upon termination of Employee's Employment, for whatever reason
     (other than termination for "Cause" pursuant to Section 6(b), termination
     by Employee pursuant to Section 6(f), expiration of this Agreement
     following notice of non-renewal by Employee pursuant to Section 6(h), or
     termination because Employee otherwise "quits" or voluntarily terminates
     her employment other than pursuant to Section 6(e) (each, a "Termination
     Exclusion")) (the effective date of such termination or expiration being
     referred to as the "Termination Date"), in addition to any amounts payable
     to Employee hereunder (including but not limited to accrued but unpaid Base
     Salary), and any other benefits required to be provided to Employee and her
     dependents under contract and applicable law:

               (i)   NOVA shall pay Employee in cash an amount equal to her
          "Annual Base Compensation" (as defined in Section 7(f)) multiplied by
          two (2) (the "Severance Payment"). The Severance Payment shall be paid
          in twenty-four (24) equal monthly installments, the first of which
          shall be made on the first day of the calendar month following the
          calendar month in which the Termination Date occurs; provided,
          however, that:

                    (A)  if Employee's Employment is terminated (other than by
               reason of a Termination Exclusion) within two (2) years after a
               Change in Control of NOVA, NOVA shall pay Employee the Severance
               Payment in one lump sum within thirty (30) days of the
               Termination Date.

                    (B)   if, within the two-year period immediately following
               a Change in Control of NOVA, Employee's Employment is terminated
               by Employee pursuant to Section 6(f), because Employee "quits" or
               voluntarily terminates her employment or this Agreement expires
               following notice of non-renewal by Employee pursuant to

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                Section 6(h), such a termination shall not be deemed to be a
                Termination Exclusion for purposes of this Section 7.
                Accordingly, NOVA shall pay Employee an amount equal to her
                Annual Base Compensation multiplied by two (2), and NOVA shall
                pay Employee this Severance Payment in one lump sum within
                thirty (30) days of the Termination Date; provided, however, in
                such a case, (i) Employee will not be paid any Supplemental
                Payment and (ii) Employee will not be entitled to her Bonus
                Compensation if such a terminating event occurs prior to the
                date when any accrued Bonus Compensation would be paid to
                Employee (even if she was employed for the entire calendar year
                upon which such Bonus Compensation would be calculated).

                     (C)  in the event Employee is terminated for Cause pursuant
               to the terms of Section 6(b), such event shall be governed by
               Section 7(b) hereof even if such Termination Date is within two
               (2) years after a Change in Control of NOVA.

               (ii)  NOVA shall pay Employee an amount (the "Supplemental
          Payment") equal to (x) the amount of Bonus Compensation payable to
          Employee for the calendar year immediately preceding the year in which
          the Termination Date occurs (the "Prior Bonus Amount") multiplied by
          (y) a fraction, the numerator of which is the number of days beginning
          on January 1/st/ of the calendar year in which the Termination Date
          occurs and ending on the Termination Date, and the denominator of
          which is 365. The Supplemental Payment shall be paid to Employee
          concurrently with the payment of the Prior Bonus Amount; provided,
          however, that if the Prior Bonus Amount has already been paid to
          Employee, the Supplemental Payment shall be paid within 30 days of the
          Termination Date. In the event the Termination Date occurs in the
          first calendar year of Employee's employment, then the Supplemental
          Payment shall equal the pro rata percentage (determined using the
          fraction above) of the Bonus Compensation Employee would have received
          for the calendar year in which the Termination Date occurred had
          Employee remained employed for the entire calendar year in which the
          Termination Date occurred, and the Supplemental Payment shall be paid
          to Employee concurrently with NOVA's payment of Bonus Compensation
          generally for such calendar year.

               (iii) Notwithstanding any provision to the contrary in the NOVA
          Corporation Deferred Compensation Plan (the "Deferred Compensation
          Plan"), the Deferred Compensation Plan Administrative Committee will
          exercise its sole option and sole discretion pursuant to Sections 7.02
          and 9.02 of the Deferred Compensation Plan, and will determine that
          Employee shall become fully vested immediately in all of her Deferred
          Compensation Plan accounts as of the Termination Date.

               (iv)  Notwithstanding any provision to the contrary in any other
          agreement or document (including but not limited to NOVA's applicable
          plan documents), all stock options, restricted stock and other similar
          rights that, as of the Termination Date, have been granted to Employee
          shall become vested and exercisable immediately upon notice of such
          termination and, as provided under the applicable plan or agreement,
          Employee shall have the right to exercise any or all of such rights.
          Further, in the event Employee's Employment is terminated for whatever
          reason (other than termination for "Cause" pursuant to Section 6(b))
          within two (2) years after a Change in Control of NOVA, Employee shall
          have the continuing

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          right to exercise the "Qualified Options" (as defined in Section
          7(f)(iv)), at any time prior to the date which is one (1) year after
          the Termination Date, in accordance with their original terms (without
          regard to any provision thereof requiring earlier expiration upon
          termination of employment).

               (v)   Until the earlier to occur of (x) the expiration of the
          Severance Period or (y) Employee becomes an employee of another
          company providing Employee and her dependents with medical, life and
          disability insurance (the period from the Termination Date until such
          event being referred to herein as the "Continuation Period"), NOVA
          shall provide to Employee and her dependents the coverage for the
          benefits described in Sections 3(a), (b) and (c); provided, however,
          such coverage shall not be provided to the extent that such coverage
          is generally provided through an insurance contract with a licensed
          insurance company and such insurance company will not agree to insure
          for such coverage.

During the two (2) year period following the Termination Date (the "Severance
Period"), Employee shall comply with the non-disclosure obligations and
covenants not to solicit or compete set forth in Sections 10 and 11 below.

Except as provided in Section 7(a)(i)(B), for purposes of this Section 7(a), any
accrued but unpaid Bonus Compensation shall be paid to Employee on the date that
Bonus Compensation would have been payable under the Incentive Compensation Plan
had termination of Employee's Employment not occurred.

          (b)  In the event Employee's Employment is terminated as a result of
     the Termination Exclusions identified in Section 7(a), Employee shall be
     paid her accrued but unpaid Base Salary through the Termination Date, and
     any other benefits required to be provided to Employee and her dependents
     under contract and applicable law. Employee will not be entitled to her
     Bonus Compensation if Employee's Employment is terminated as a result of
     one of the Termination Exclusions prior to the date when any earned Bonus
     Compensation would be paid to Employee. In such a case, Employee shall not
     be entitled to any portion of her Bonus Compensation upon such termination
     of employment even if she was employed for the entire calendar year upon
     which such Bonus Compensation would be calculated.

          (c)  In the event Employee's Employment is terminated as a result of
     one of the Termination Exclusions identified in Section 7(a), NOVA, at its
     sole option and its sole discretion and at any time within thirty (30) days
     of the Termination Date, may cause Employee to be obligated to comply with
     the non-disclosure obligations and covenants not to solicit or compete set
     forth in Sections 10 and 11 below for a period of one (1) or two (2) years
     following the Termination Date, as set forth below:

               (i)   By giving notice to Employee at any time within thirty (30)
          days of the Termination Date of its intent to exercise the "One Year
          Option" herein described, NOVA may cause Employee to be obligated to
          comply with the non-disclosure obligations and covenants not to
          solicit or compete set forth in Sections 10 and 11 below for a period
          of one (1) year following the Termination Date; provided, however,
          that NOVA shall pay Employee an aggregate amount in cash equal to
          Employee's then Base Salary in effect immediately prior to the
          Termination Date multiplied by one (1) (the "One Year Payment").  The
          One Year Payment shall be paid by NOVA to Employee in twelve (12)
          equal monthly payments, the

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          first of which shall be made on the first day of the calendar month
          following the calendar month in which the Termination Date occurs. In
          the event NOVA exercises the One Year Option, the one (1) year period
          following the Termination Date shall be deemed the "Exclusion Period";

               (ii)  By giving notice to Employee any time within thirty (30)
          days of the Termination Date of its intent to exercise the "Two Year
          Option" herein described, NOVA may cause Employee to be obligated to
          comply with the non-disclosure obligations and covenants not to
          solicit or compete set forth in Sections 10 and 11 below for a period
          of two (2) years following the Termination Date; provided, however,
          that NOVA shall pay Employee an aggregate amount in cash equal to
          Employee's Base Salary in effect immediately prior to the Termination
          Date multiplied by two (2) (the "Two Year Payment").  The Two Year
          Payment shall be paid by NOVA to Employee in twenty-four (24) equal
          monthly payments, the first of which shall be made on the first day of
          the calendar month following the calendar month in which the
          Termination Date occurs.  In the event NOVA exercises the Two Year
          Option, the two (2) year period following the Termination Date shall
          be deemed the "Exclusion Period".

          (d)  In the event of the death of Employee, all benefits and
     compensation hereunder shall, unless otherwise specified by Employee, be
     payable to, or exercisable by, Employee's estate.

          (e)  Gross-Up Payment.

               (i)   Anything in this Agreement to the contrary notwithstanding,
          in the event it shall be determined that any payment or distribution
          by or on behalf of NOVA to or for the benefit of Employee as a result
          of a "Change in Control" or as otherwise payable under Sections 3(h)
          or 7(a) (whether paid or payable or distributed or distributable
          pursuant to the terms of this Agreement or otherwise, but determined
          without regard to any additional payments required under this Section
          7(e) (a "Payment")) would be subject to the excise tax imposed by
          Section 4999 of the Internal Revenue Code of 1986, as amended (the
          "Code"), or any interest or penalties are incurred by Employee with
          respect to such excise tax (such excise tax, together with any such
          interest and penalties, are hereinafter collectively referred to as
          the "Excise Tax"), then Employee shall be entitled to receive an
          additional payment (a "Gross-Up Payment") in an amount such that,
          after payment by Employee of all taxes upon the Gross-Up Payment (such
          taxes including, without limitation, any income taxes and Excise Tax
          imposed upon the Gross-Up Payment, and any interest or penalties
          imposed with respect to such taxes), Employee retains an amount of the
          Gross-Up Payment equal to the Excise Tax imposed upon the Payment.

               (ii)  Subject to the provisions of Section 7(e)(iii), all
          determinations required to be made under this Section 7, including
          whether and when a Gross-Up Payment is required and the amount of such
          Gross-Up Payment and the assumptions to be utilized in arriving at
          such determination, shall be made by a nationally recognized
          accounting firm or law firm selected by Employee and reasonably
          acceptable to NOVA (the "Tax Firm"); provided, however, that the Tax
                                               --------  -------
          Firm shall not determine that no Excise Tax is payable by Employee
          unless it delivers to Employee a written opinion (the "Accounting
          Opinion") that failure to pay the Excise Tax and to report the Excise
          Tax and the payments potentially subject thereto on or with Employee's
          applicable federal income tax return will not result in the imposition
          of an

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<PAGE>

          accuracy-related or other penalty on Employee. All fees and expenses
          of the Tax Firm shall be borne solely by NOVA. Within fifteen (15)
          business days of the receipt of notice from Employee that there has
          been a Payment, the Tax Firm shall make all determinations required
          under this Section 7, shall provide to NOVA and Employee a written
          report setting forth such determinations, together with detailed
          supporting calculations, and, if the Tax Firm determines that no
          Excise Tax is payable, shall deliver the Accounting Opinion to
          Employee. Any Gross-Up Payment, as determined pursuant to this Section
          7, shall be paid by NOVA to Employee within fifteen (15) days of the
          receipt of the Tax Firm's determination. Subject to the remainder of
          this Section, any determination by the Tax Firm shall be binding upon
          NOVA and Employee; provided, however, that Employee shall only be
          bound to the extent that the determinations of the Tax Firm hereunder,
          including the determinations made in the Accounting Opinion, are
          reasonable and reasonably supported by applicable law. As a result of
          the uncertainty in the application of Section 4999 of the Code at the
          time of the initial determination by the Tax Firm hereunder, it is
          possible that Gross-Up Payments which will not have been made by NOVA
          should have been made ("Underpayment"), consistent with the
          calculations required to be made hereunder. In the event that it is
          ultimately determined in accordance with the procedures set forth in
          Section 7(e)(iii) that Employee is required to make a payment of any
          Excise Tax, the Tax Firm shall reasonably determine the amount of the
          Underpayment that has occurred and any such Underpayment shall be
          promptly paid by NOVA to or for the benefit of Employee. In
          determining the reasonableness of Tax Firm's determinations hereunder,
          and the effect thereof, NOVA and Employee shall be provided a
          reasonable opportunity to review such determinations with Tax Firm and
          their respective tax counsel, if separate from the Tax Firm. Tax
          Firm's determinations hereunder, and the Accounting Opinion, shall not
          be deemed reasonable until Employee's reasonable objections and
          comments thereto have been satisfactorily accommodated by Tax Firm.

               (iii)  Employee shall notify NOVA in writing of any claims by the
          Internal Revenue Service that, if successful, would require the
          payment by NOVA of the Gross-Up Payment. Such notification shall be
          given as soon as practicable, but no later than thirty (30) calendar
          days after Employee actually receives notice in writing of such claim,
          and shall apprise NOVA of the nature of such claim and the date on
          which such claim is requested to be paid; provided, however, that the
                                                    --------  -------
          failure of Employee to notify NOVA of such claim (or to provide any
          required information with respect thereto) shall not affect any rights
          granted to Employee under this Section except to the extent that NOVA
          is materially prejudiced in the defense of such claim as a direct
          result of such failure.  Employee shall not pay such claim prior to
          the expiration of the thirty (30) day period following the date on
          which he gives such notice to NOVA (or such shorter period ending on
          the date that any payment of taxes with respect to such claim is due).
          If NOVA notifies Employee in writing prior to the expiration of such
          period that it desires to contest such claim, Employee shall do all of
          the following:

               (A)  give NOVA any information reasonably requested by NOVA
                    relating to such claim;

               (B)  take such action in connection with contesting such claim as
                    NOVA shall reasonably request in writing from time to time,
                    including, without limitation, accepting legal
                    representation with respect to such claim by an attorney
                    selected by NOVA and reasonably acceptable to Employee;

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<PAGE>

               (C)  cooperate with NOVA in good faith in order effectively to
                    contest such claim;

               (D)  if NOVA elects not to assume and control the defense of such
                    claim, permit NOVA to participate in any proceedings
                    relating to such claim; provided, however, that NOVA shall
                    bear and pay directly all costs and expenses (including
                    additional interest and penalties) incurred in connection
                    with such contest and shall indemnify and hold Employee
                    harmless, on an after-tax basis, for any Excise Tax or
                    income tax (including interest and penalties with respect
                    thereto) imposed as a result of such representation and
                    payment of costs and expenses. Without limiting the
                    foregoing provisions of this Section 7, NOVA shall have the
                    right, at its sole option, to assume the defense of and
                    control all proceedings in connection with such contest, in
                    which case it may pursue or forego any and all
                    administrative appeals, proceedings, hearings and
                    conferences with the taxing authority in respect of such
                    claim and may either direct Employee to pay the tax claimed
                    and sue for a refund or contest the claim in any permissible
                    manner, and Employee agrees to prosecute such contest to a
                    determination before any administrative tribunal, in a court
                    of initial jurisdiction and in one or more appellate courts,
                    as NOVA shall determine; provided, however, that if NOVA
                                             --------  -------
                    directs Employee to pay such claim and sue for a refund,
                    NOVA shall advance the amount of such payment to Employee,
                    on an interest-free basis and shall indemnify and hold
                    Employee harmless, on an after-tax basis, from any Excise
                    Tax or income tax (including interest or penalties with
                    respect thereto) imposed with respect to such advance or
                    with respect to any imputed income with respect to such
                    advance; and further provided that any extension of the
                    statute of limitations relating to payment of taxes for the
                    taxable year of Employee with respect to which such
                    contested amount is claimed to be due is limited solely to
                    such contested amount. Furthermore, NOVA's right to assume
                    the defense of and control the contest shall be limited to
                    issues with respect to which a Gross-Up Payment would be
                    payable hereunder and Employee shall be entitled to settle
                    or contest, as the case may be, any other issue raised by
                    the Internal Revenue Service or any other taxing authority.

               (iv) If, after the receipt by Employee of an amount advanced by
          NOVA pursuant to this Section 7(e), Employee becomes entitled to
          receive any refund with respect to such claim, Employee shall (subject
          to NOVA's complying with the requirements of Section 7(e)(iii))
          promptly pay to NOVA the amount of such refund (together with any
          interest paid or credited thereon after taxes applicable thereto).
          If, after the receipt by Employee of an amount advanced by NOVA
          pursuant to Section 7(e)(iii), a determination is made that Employee
          is not entitled to a refund with respect to such claim and NOVA does
          not notify Employee in writing of its intent to contest such denial of
          refund prior to the expiration of thirty (30) days after such
          determination, then such advance shall, to the extent of such denial,
          be forgiven and shall not be required to be repaid and the amount of
          forgiven advance shall offset, to the extent thereof, the amount of
          Gross-Up Payment required to be paid.

          (f)  For purposes of this Agreement, the following terms shall be
     defined as follows:

               (i)  "Change in Control" shall mean:

                                       10
<PAGE>

                    (A)  The acquisition (other than from NOVA) by any person,
                         entity or "group", within the meaning of Section
                         13(d)(3) or 14(d)(2) of the Securities Exchange Act of
                         1934 (the "Exchange Act") (excluding, for this purpose,
                         any employee benefit plan of NOVA or its subsidiaries
                         which acquires beneficial ownership of voting
                         securities of NOVA) of beneficial ownership (within the
                         meaning of Rule 13d-3 promulgated under the Exchange
                         Act) of 25% or more of either the then outstanding
                         shares of NOVA Stock or the combined voting power of
                         NOVA's then outstanding voting securities entitled to
                         vote generally in the election of directors; or

                    (B)  The consummation by NOVA of a reorganization, merger,
                         consolidation, in each case, with respect to which the
                         shares of NOVA voting stock outstanding immediately
                         prior to such reorganization, merger or consolidation
                         do not constitute or become exchanged for or converted
                         into more than 50% of the combined voting power
                         entitled to vote generally in the election of directors
                         of the reorganized, merged or consolidated company's
                         then outstanding voting securities, or a liquidation or
                         dissolution of NOVA or of the sale of all or
                         substantially all of the assets of NOVA; and

                    (C)  The failure for any reason of individuals who
                         constitute the Incumbent Board to continue to
                         constitute at least a majority of the board of
                         directors of (i) NOVA, if NOVA remains a publicly-
                         traded company, or (ii) the ultimate parent company, if
                         NOVA becomes a direct or indirect subsidiary of another
                         company.

                    (i.e., either (A) and (C) or (B) and (C) must occur in order
                    to constitute a Change in Control for purposes of this
                    definition).

                    Notwithstanding the foregoing definition, a leverage buyout
                    transaction whereby NOVA becomes a privately-held company
                    and the management of NOVA obtains an equity interest in
                    NOVA or its successor as part of such transaction shall not
                    constitute a Change in Control for purposes of this
                    Agreement.

              (ii)  "Annual Base Compensation" means the greater of (x)
          Employee's Base Salary in effect on the Termination Date, or (y) the
          greatest Base Salary of Employee in effect during the calendar year
          immediately prior to the calendar year in which the Termination Date
          occurs.

              (iii) "Incumbent Board" shall mean the members of the Board of
          Directors of NOVA as of the Effective Date hereof and any person
          becoming a member of the Board of Directors of NOVA hereafter whose
          election, or nomination for election by NOVA's shareholders, was
          approved by a vote of at least a majority of the directors then
          comprising the Incumbent Board (other than an election or nomination
          of an individual whose initial assumption of office is in connection
          with an actual or threatened election contest relating to

                                       11
<PAGE>

          the election of the directors of NOVA, as such terms are used in Rule
          14a-11 of Regulation 14A promulgated under the Exchange Act).

               (iv) "Qualified Options" shall meanall stock options, restricted
          stock, and other similar rights (a) granted to Employee prior to the
          date hereof (whether vested or unvested), that entitle Employee to
          acquire NOVA Stock for a price per share equal to or greater than
          $17.92; or (b) granted to Employee on or after the date of this
          Agreement.

     8.   Products, Notes, Records and Software.  Employee acknowledges and
agrees that all memoranda, notes, records and other documents and computer
software created, developed, compiled, or used by Employee or made available to
her during the term of her Employment concerning or relative to the Business,
including, without limitation, all customer data, billing information, service
data, and other technical material of NOVA is and shall be NOVA's property.
Employee agrees to deliver without demand all such materials to NOVA within
three (3) days after the termination of Employee's Employment.  Employee further
agrees not to use such materials for any reason after said termination.

     9.   Arbitration.

          (a) NOVA and Employee acknowledge and agree that (except as
     specifically set forth in Section 9(d)), any claim or controversy arising
     out of or relating to this Agreement shall be settled by binding
     arbitration in Atlanta, Georgia, in accordance with the National Rules of
     the American Arbitration Association for the Resolution of Employment
     Disputes in effect on the date of the event giving rise to the claim or
     controversy.   NOVA and Employee further acknowledge and agree that either
     party must request arbitration of any claim or controversy within one (1)
     year of the date of the event giving rise to the claim or controversy by
     giving written notice of the party's request for arbitration.  Failure to
     give notice of any claim or controversy within one (1) year of the event
     giving rise to the claim or controversy shall constitute waiver of the
     claim or controversy.

          (b) All claims or controversies subject to arbitration pursuant to
     Section 9(a) above shall be submitted to arbitration within six (6) months
     from the date that a written notice of request for arbitration is
     effective.  All claims or controversies shall be resolved by a panel of
     three arbitrators who are licensed to practice law in the State of Georgia
     and who are experienced in the arbitration of labor and employment
     disputes.  These arbitrators shall be selected in accordance with the
     National Rules of the American Arbitration Association for the Resolution
     of Employment Disputes in effect at the time the claim or controversy
     arises.  Either party may request that the arbitration proceeding be
     stenographically recorded by a Certified Shorthand Reporter.  The
     arbitrators shall issue a written decision with respect to all claims or
     controversies within thirty (30) days from the date the claims or
     controversies are submitted to arbitration.  The parties shall be entitled
     to be represented by legal counsel at any arbitration proceedings.

          (c) NOVA and Employee acknowledge and agree that the arbitration
     provisions in this Agreement may be specifically enforced by either party,
     and that submission to arbitration proceedings may be compelled by any
     court of competent jurisdiction.  NOVA and Employee further acknowledge and
     agree that the decision of the arbitrators may be specifically enforced by
     either party in any court of competent jurisdiction.

          (d) Notwithstanding the arbitration provisions set forth herein,
     Employee and NOVA acknowledge and agree that nothing in this Agreement
     shall be construed to require the arbitration of

                                       12
<PAGE>

     any claim or controversy arising under Sections 10 and 11 of this Agreement
     nor shall such provisions prevent NOVA from seeking equitable relief from a
     court of competent jurisdiction for violations of Sections 10 and 11 of
     this Agreement. These provisions shall be enforceable by any court of
     competent jurisdiction and shall not be subject to arbitration except by
     mutual written consent of the parties signed after the dispute arises, any
     such consent, and the terms and conditions thereof, then becoming binding
     on the parties. Employee and NOVA further acknowledge and agree that
     nothing in this Agreement shall be construed to require arbitration of any
     claim for workers' compensation or unemployment compensation.

     10.  Nondisclosure.

          (a) NOVA Confidential Information.  Employee acknowledges and agrees
              -----------------------------
     that because of her Employment, she will have access to proprietary
     information of NOVA concerning or relative to the Business (collectively,
     "NOVA Confidential Information") which includes, without limitation,
     technical material of NOVA, sales and marketing information, customer
     account records, billing information, training and operations information,
     materials and memoranda, personnel records, pricing and financial
     information relating to the business, accounts, customers, prospective
     customers, employees and affairs of NOVA, and any information marked
     "Confidential" by  NOVA.  Employee acknowledges and agrees that NOVA
     Confidential Information is and shall be NOVA's property.  Employee agrees
     that during the term of her Employment, Employee shall keep NOVA
     Confidential Information confidential, and Employee shall not use NOVA
     Confidential Information for any reason other than on behalf of NOVA
     pursuant to, and in strict compliance with, the terms of this Agreement.
     Employee further agrees that during the Severance Period or the Exclusion
     Period, as applicable, Employee shall continue to keep NOVA Confidential
     Information confidential, and Employee shall not use NOVA Confidential
     Information for any reason or in any manner.

          (b) Notwithstanding the foregoing, Employee shall not be subject to
     the restrictions set forth in subsection (a) of this Section 10 with
     respect to information which:

              (i)   becomes generally available to the public other than as a
          result of disclosure by Employee or the breach of Employee's
          obligations under this Agreement;

              (ii)  becomes available to Employee from a source which is
          unrelated to her Employment or the exercise of her duties under this
          Agreement, provided that such source lawfully obtained such
          information and is not bound by a confidentiality agreement with NOVA;
          or

              (iii) is required by law to be disclosed.

          (c) Trade Secrets.  Employee acknowledges and agrees that because of
              -------------
     her Employment, she will have access to "trade secrets" (as defined in the
     Uniform Trade Secrets Act, O.C.G.A. (S) 10-1-760, et seq. (the "Uniform
                                                       -- ---
     Trade Secrets Act")) of NOVA ("Trade Secrets").  Nothing in this Agreement
     is intended to alter the applicable law and remedies with respect to
     information meeting the definition of "trade secrets" under the Uniform
     Trade Secrets Act, which law and remedies shall be in addition to the
     obligations and rights of the parties hereunder.

     11.  Covenants Not to Solicit or Compete.

                                       13
<PAGE>

     Employee acknowledges and agrees that, because of her Employment, she does
and will continue to have access to confidential or proprietary information
concerning merchants, associate banks and ISOs of NOVA and shall have
established relationships with such merchants, associate banks and ISOs as well
as with the vendors, consultants, and suppliers used to service such merchants,
associate banks and ISOs.  Employee agrees that during the term of her
Employment and continuing throughout the Severance Period or the Exclusion
Period, as applicable, Employee shall not, directly or indirectly, either
individually, in partnership, jointly, or in conjunction with, or on behalf of,
any person, firm, partnership, corporation, or unincorporated association or
entity of any kind:

          (a) compete with NOVA in providing credit card and debit card
     transaction processing services within the Territory or otherwise associate
     with, obtain any interest in (except as a shareholder holding less than
     five percent (5%) interest in a corporation traded on a national exchange
     or over-the-counter), advise, consult, lend money to, guarantee the debts
     or obligations of, or perform services in either a supervisory or
     managerial capacity or as an advisor, consultant or independent contractor
     for, or otherwise participate in the ownership, management, or control of,
     any person, firm, partnership, corporation, or unincorporated association
     of any kind which is providing credit card and debit card transaction
     processing services within the Territory;

          (b) solicit or contact, for the purpose of providing products or
     services the same as or substantially similar to those provided by NOVA in
     connection with the Business, any person or entity that during the term of
     Employee's Employment was a merchant, associate bank, ISO or customer
     (including any actively-sought prospective merchant, associate bank, ISO or
     customer) of NOVA and with whom Employee had material contact or about whom
     Employee learned material information during the last twelve (12) months of
     her Employment;

          (c) persuade or attempt to persuade any merchant, associate bank, ISO,
     customer, or supplier of NOVA to terminate or modify such merchant's,
     associate bank's, ISO's, customer's, or supplier's relationship with NOVA
     if Employee had material contact with or learned material information about
     such merchant, associate bank, ISO, customer or supplier during the last
     twelve (12) months of her Employment; or

          (d) persuade or attempt to persuade any person who (i) was employed by
     NOVA as of the date of the termination of Employee's Employment and (ii) is
     in a sales or management position with NOVA at the time of such contact, to
     terminate or modify her employment relationship, whether or not pursuant to
     a written agreement, with NOVA, as the case may be.

     12.  New Developments.  Any discovery, invention, process or improvement
made or discovered by Employee during the term of her Employment in connection
with or in any way affecting or relating to the Business (as then carried on or
under active consideration) shall forthwith be disclosed to NOVA and shall
belong to and be the absolute property of NOVA; provided, however, that this
provision does not apply to an invention for which no equipment, supplies,
facility, trade secret information of NOVA was used and which was developed
entirely on Employee's own time, unless (a) the invention relates (i) directly
to the Business or (ii) to NOVA's actual or demonstrably anticipated research or
development; or (b) the invention results from any work performed by Employee
for NOVA.

     13.  Remedy for Breach.  Employee acknowledges and agrees that her breach
of any of the covenants contained in Sections 8, 10, 11 and 12 of this Agreement
would cause irreparable injury to NOVA and that remedies at law of NOVA for any
actual or threatened breach by Employee of such covenants would

                                       14
<PAGE>

be inadequate and that NOVA shall be entitled to specific performance of the
covenants in such sections or injunctive relief against activities in violation
of such sections, or both, by temporary or permanent injunction or other
appropriate judicial remedy, writ or order, without the necessity of proving
actual damages. This provision with respect to injunctive relief shall not
diminish the right of NOVA to claim and recover damages against Employee for any
breach of this Agreement in addition to injunctive relief. Employee acknowledges
and agrees that the covenants contained in Sections 8, 10, 11 and 12 of this
Agreement shall be construed as agreements independent of any other provision of
this or any other contract between the parties hereto, and that the existence of
any claim or cause of action by Employee against NOVA, whether predicated upon
this or any other contract, shall not constitute a defense to the enforcement by
NOVA of said covenants.

     14.  Reasonableness.  Employee has carefully considered the nature and
extent of the restrictions upon her and the rights and remedies conferred on
NOVA under this Agreement, and Employee hereby acknowledges and agrees that:

          (a) the restrictions and covenants contained herein, and the rights
     and remedies conferred upon NOVA, are necessary to protect the goodwill and
     other value of the Business;

          (b) the restrictions placed upon Employee hereunder are narrowly
     drawn, are fair and reasonable in time and territory, will not prevent her
     from earning a livelihood, and place no greater restraint upon Employee
     than is reasonably necessary to secure the Business and goodwill of NOVA;

          (c) NOVA is relying upon the restrictions and covenants contained
     herein in continuing to make available to Employee information concerning
     the Business; and

          (d) Employee's Employment places her in a position of confidence and
     trust with NOVA and its employees, merchants, associate banks, ISOs,
     customers, vendors and suppliers.

     15.  Invalidity of Any Provision.  It is the intention of the parties
hereto that the provisions of this Agreement shall be enforced to the fullest
extent permissible under the laws and public policies of each state and
jurisdiction in which such enforcement is sought, but that the unenforceability
(or the modification to conform with such laws or public policies) of any
provision hereof shall not render unenforceable or impair the remainder of this
Agreement which shall be deemed amended to delete or modify, as necessary, the
invalid or unenforceable provisions.  The parties further agree to alter the
balance of this Agreement in order to render the same valid and enforceable.
The terms of the non-competition provisions of this Agreement shall be deemed
modified to the extent necessary to be enforceable and, specifically, without
limiting the foregoing, if the term of the non-competition is too long to be
enforceable, it shall be modified to encompass the longest term which is
enforceable and, if the scope of the geographic area of non-competition is too
great to be enforceable, it shall be modified to encompass the greatest area
that is enforceable.  The parties further agree to submit any issues regarding
such modification to a court of competent jurisdiction if they are unable to
agree and further agree that if said court declines to so amend or modify this
Agreement, the parties will submit the issue of amendment or modification of the
non-competition covenants in this Agreement to binding arbitration in accordance
with the commercial arbitration rules then in effect of the American Arbitration
Association.  Any such arbitration hearing will be held in Atlanta, Georgia, and
this Agreement shall be construed and enforced in accordance with the laws of
the State of Georgia, including this arbitration provision.

     16.  Full Settlement and Legal Expenses.  NOVA's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counter-claim, recoupment,
defense or other claim, right or action which NOVA may have against the

                                       15
<PAGE>

Employee or others. In no event shall the Employee be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Employee under any of the provisions of this Agreement. NOVA agrees to
pay, to the full extent permitted by law, all legal fees and expenses which the
Employee may reasonably incur as a result of any legitimate, non-frivolous
contest (regardless of the outcome thereof) by NOVA or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any legitimate, non-
frivolous contest by the Employee about the amount of any payment pursuant to
Section 7 of this Agreement), plus in each case interest at the applicable
federal rate provided for in Section 7872(f)(2) of the Code. NOVA will not be
bound to pay any legal fees or expenses arising out of baseless, meritless or
frivolous contests brought hereunder by Employee or others. A contest will be
deemed baseless, meritless and/or frivolous if a court or other arbiter assesses
penalties or sanctions for bringing said contest, or a court or other arbiter
dismisses said contest for failure to state a colorable claim.

     17.  Applicable Law.  This Agreement shall be construed and enforced in
accordance with the laws of the State of Georgia.

     18.  Waiver of Breach.  The waiver by NOVA of a breach of any provision of
this Agreement by Employee shall not operate or be construed as a waiver of any
subsequent breach by Employee.

     19.  Successors and Assigns.  This Agreement shall inure to the benefit of
NOVA, its subsidiaries and affiliates, and their respective successors and
assigns.  This Agreement is not assignable by Employee but shall be freely
assignable by NOVA.

     20.  Notices.  All notices, demands and other communications hereunder
shall be in writing and shall be delivered in person or deposited in the United
States mail, certified or registered, with return receipt requested, as follows:

          (i)  If to Employee, to:

               Pamela A. Joseph
               580 Owens Farm Road
               Alpharetta, Georgia 30004

          (ii) If to NOVA, to:

               NOVA Corporation
               One Concourse Parkway
               Suite 300
               Atlanta, Georgia 30328
               Attention:  Edward Grzedzinski
                           Chief Executive Officer

               With a copy (which shall not constitute notice) to:

               NOVA Corporation
               One Concourse Parkway
               Suite 300
               Atlanta, Georgia 30328

                                       16
<PAGE>

               Attention:  Cherie Fuzzell
                           General Counsel

     21.  Entire Agreement.  This Agreement contains the entire agreement of the
parties, and supersedes all other prior negotiations, commitments, agreements
and understandings (written or oral) between the parties with respect to the
subject matter hereof, including but not limited to the Prior Agreement, which
is hereby terminated.  It may not be changed orally but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.

     22.  Indemnification.  At all times during and after Employee's Employment
and the effectiveness of this Agreement, NOVA shall indemnify Employee (as a
director, officer, employee and otherwise) to the fullest extent permitted by
law and shall at all times maintain appropriate provisions in its Articles of
Incorporation and Bylaws which mandate that NOVA provide such indemnification.

     23.  Survival.  The provisions of Sections 7, 8, 9, 10, 11, 12, 13, 14, 15,
16, 17, 20, 22, 23 and 24 shall survive termination of Employee's Employment and
termination of this Agreement.

     24.  Withholding.  All payments required to be made by NOVA under this
Agreement will be subject to the withholding of such amounts, if any, relating
to federal, state and local taxes as may be required by law.  Nothing in this
Section shall be construed to reduce Employee's right to payments described in
Section 7(e).

                                       17
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal as of the date first above shown.

                              "EMPLOYEE":


                              By: /s/ Pamela A. Joseph
                                 -----------------------
                                  Pamela A. Joseph


                              "NOVA":

                              NOVA Corporation


                              By: /s/ Edward Grzedzinski
                                 -----------------------
                                  Edward Grzedzinski
                                  Chairman, CEO and President

                                       18
<PAGE>

                                   EXHIBIT A
                                   ---------

                    Annual Incentive Compensation Schedule

*    Payment of annual incentive compensation (the "Bonus Payment") to be based
     upon relative achievement of Targeted Net Income (as defined).

*    Net Income is Net Income determined in accordance with GAAP as determined
     from the annual audited Financial Statements, as adjusted to exclude non-
     operating gains and losses.

*    Targeted Net Income will be established annually by the Board of Directors.

*    The Bonus Payment will be calculated by following the steps outlined below:

     (1)  Determining the percentage equivalent to a fraction, the numerator of
          which is Net Income and the denominator of which is Targeted Net
          Income (such percentage being referred to as the "Actual/Targeted
          Ratio").

     (2)  Values will be calculated based on (A) through (E):

          (A)  For each full percentage point (up to 84%) by which the
                   ----
               Actual/Targeted Ratio equals or exceeds 80%, a value of 1% will
               be awarded.

          (B)  For each full percentage point (up to 89%) by which the
                   ----
               Actual/Targeted Ratio exceeds 84%, a value of 2% will be awarded.

          (C)  For each full percentage point (up to 94%) by which the
                   ----
               Actual/Targeted Ratio exceeds 89%, a value of 3% will be awarded.

          (D)  For each full percentage point (up to 99%) by which the
                   ----
               Actual/Targeted Ratio exceeds 94%, a value of 4% will be awarded.

          (E)  For each full percentage point (up to 150%) by which the
                   ----
               Actual/Targeted Ratio exceeds 100%, a value of 1% will be
               awarded. (note:  for this purpose, no value will be awarded for
                         ----
               equaling 100%).

     (3)  The sum of the values calculated in (A) through (E) (the "Bonus
          Percentage") shall be multiplied by Employee's then current Base
          Salary to yield the Bonus Payment.

                                       19
<PAGE>

     Examples:
     ---------

     .    If the Actual/Targeted Ratio is 92%, the Bonus Percentage would be
          29%. This is calculated by adding:

                     5%  (1% for 80-84% of Actual/Targeted Ratio)
               +    15%  (2% for 85-89% of Actual/Targeted Ratio)
               +     9%  (3% for 90-92% of Actual/Targeted Ratio)
                   ----------------------------------------------
                    29%

          Employee's Bonus Payment would be equal to Employee's then-current
          Base Salary multiplied by 29%.

     .    If the Actual/Targeted Ratio is 112%, the Bonus Percentage would be
          62%. This is calculated by adding:

                     5%  (1% for 80-84% of Actual/Targeted Ratio)
               +    10%  (2% for 85-89% of Actual/Targeted Ratio)
               +    15%  (3% for 90-94% of Actual/Targeted Ratio)
               +    20%  (4% for 95-99% of Actual/Targeted Ratio)
               +     0%  (0% for 100% of Actual/Targeted Ratio)
               +    12%  (1% for 101-112% of Actual/Targeted Ratio)
                   -----------------------------------------------
                    62%

          Employee's Bonus Payment would be equal to Employee's then-current
          Base Salary multiplied by 62%.

*    The foregoing notwithstanding, in order for any bonus to be payable with
     respect to any calendar year, the "Revenue" (as defined below) for such
     calendar year must equal or exceed 105% of the Revenue for the immediately
     preceding calendar year.  "Revenue" means revenue of NOVA determined in
     accordance with GAAP as determined from the annual audited Financial
     Statements, as adjusted to exclude non-operating items.

*    Notwithstanding anything to the contrary in this Agreement, in order to
     receive Bonus Compensation for any calendar year, Employee must be employed
     by NOVA on the last day of such calendar year.

                                       20