Exhibit 10.8a

AGREEMENT

THIS AGREEMENT(the "Agreement"), made and entered into effective as of the 11th day of May, 2001("Effective Date") is made amongCOMPUCREDIT
CORPORATION, a Georgia corporation ("CompuCredit"),VISIONARY SYSTEMS, INC., a
Georgia corporation ("VSI"), andJAMES A. ECKSTEIN, a Georgia resident
("Eckstein"). VSI and CompuCredit are sometimes collectively referred to as the "Parties" or individually as a "Party". A master list of defined terms
used in this Agreement is contained inAppendix A.

BACKGROUND

A.Among other things, CompuCredit is in the business (the
"Business")of marketing and selling consumer credit card products and services to selected consumers in
the "underserved," "subprime" and "secured" credit sectors, as those terms are generally known and understood in the credit industry.

B.Among other things, VSI is in the business of designing and developing computer software and database programs and
providing related data processing services for companies engaged in the Business.

C.Under an agreement among the Parties and VSx Corporation, a Georgia corporation
("VSx"), dated September 23, 1997, (the "Original Agreement"), VSI and VSx have developed a
system of computer programs and databases that are capable of, among other things, gathering, storing and analyzing certain classes of data necessary to facilitate key marketing, risk and financial
management decisions in the consumer credit and financial products industries (which system, together with all error corrections, modifications, derivative works, updates, enhancements and associated
documentation is collectively referred to herein as the "System").

D.The System includes three core components: (i) the "Brain" which
has been developed by VSx on a SUN Solaris/Oracle 8.0 enterprise edition platform; (ii) the "Switch" which has been developed by VSI on a Windows
NT 4.0, MS SQL Server 7.0 platform; and (iii) the "Switch Criteria" which was developed by VSI and is owned by CompuCredit.

E.Eckstein owns 40% of the outstanding capital stock of VSI directly and another 10% indirectly through ownership of equity
interests in Mcap (as defined below). He also serves as VSI's Chief Executive Officer.

F.CompuCredit has, simultaneously with the execution of this Agreement, acquired all of the assets of VSx, and as a result
has acquired ownership of the Brain, but VSI and Eckstein still possess substantial knowledge about the Brain.

G.The Parties intend for VSI to continue to perform data processing, software design development and support, consulting,
and miscellaneous ancillary services for CompuCredit related to the Switch, the Brain related to CompuCredit's Business.

H.The Parties desire to terminate the Original Agreement as of the Effective Date of this Agreement and replace and
supersede it with this Agreement.

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TERMS AND CONDITIONS

NOW, THEREFORE, for value received, the Parties agree as follows:

1.    Services

1.1    Services.



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The
Pre-Screening Services, the Post-Screen Services, the Pre-Screen-One Services, the Cross-Selling Services, the Consulting Services, and the
Solicitation Services are collectively referred to herein as the "Services."

1.2    PriorityDuring the Term, to the extent agreed to between the Parties, VSI's
staff, dedicated to the performance of the Services, maintained at such levels as are agreed to between the Parties from time to time pursuant to Section 2.2below, shall devote their full time to
the performance of the Services. VSI's obligation under this Section 1.2does not apply to its employees who are not hired or retained pursuant to agreement with CompuCredit pursuant toSection 2.2below.

1.3    TimetableSubject to the limitations set forth in this Agreement, during the
Term, VSI shall commit and utilize sufficient financial and human resources to enable itself to meet any mutually agreed deadlines and complete any tasks associated with the Services. To the extent
CompuCredit is to be responsible for any out-of-pocket costs or expenses associated with the Services, those costs or expenses must be within any budgetary guidelines mutually
agreed upon between CompuCredit and VSI. VSI and CompuCredit shall each notify the other promptly of any circumstances, when and as they arise, that may reasonably be anticipated to lead to a material
deviation from any mutually agreed deadlines associated with the Services.

1.4    Restriction on Certain Conflicting Activities of VSI



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Notwithstanding
anything else set forth herein, CompuCredit acknowledges that VSI Affiliates provide service bureau-type services to and for entities and persons other than CompuCredit
with respect to the Switch, and that the provision of such services by a VSI Affiliate shall not be deemed to violate thisSection 1.4.



1.5    Use of Third Party Consultants or DevelopersDuring the Term, except as
indicated in this Agreement or agreed to by CompuCredit, VSI shall not use any Third Party (as hereinafter defined) consultants or developers to furnish the Services; provided, however, that to the
extent that CompuCredit approves retention of a Third Party consultant or developer, such consultant or developer shall execute such confidentiality and other documents reasonably required by
CompuCredit.

1.6    Licenses



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1.7    Right of First RefusalDuring the Term, VSI will not sell, transfer, divide,
convey or give away ownership of all or any portion of the Switch to a Third Party without first giving CompuCredit a right of first refusal (the "Right of First
Refusal") to acquire such items on terms and conditions substantially the same as those that would apply to the Third Party. VSI shall give CompuCredit at least thirty
(30) days to exercise its Right of First Refusal. Notwithstanding the foregoing, the Parties agree that
CompuCredit shall have no Right of First Refusal if any portion of the Switch is transferred by VSI to a wholly-owned subsidiary of VSI or to Mcap Partners II, LLC, a Georgia limited liability company
("Mcap"), in connection with an assignment of this Agreement by VSI permitted by Section 8.6hereof;
provided, however, that such subsidiary shall be subject to the terms of this Section with respect to any further transfers.

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1.8    Processing ChargesIn the event of an assignment or transfer by CompuCredit as
described inSection 8.6below, VSI agrees not to charge the purchaser or the successor entity, as the case may be, any transaction fee for use
of the Switch or any other System component that is more than the lesser of $.20 per transaction or the lowest rate charged by VSI to any other party. Such rate shall be effective for one year after
the assignment of this Agreement.

2.    Project Management and Meetings

2.1    Project ManagementThe contact person for CompuCredit shall be its Chief
Technology Officer, whose address, telephone and facsimile numbers are:



and
the contact person for VSI shall be Eckstein, whose address, telephone and facsimile numbers are:



2.2    Status MeetingsDuring the Term, the Parties will meet at mutually agreeable
times and locations to discuss matters related to the Services. This will include, at a minimum, quarterly meetings to establish budgetary guidelines and annual meetings to establish VSI's staffing
level for solicitation, screening, software development and maintenance, and other related services.

2.3    Project SiteDuring the Term, CompuCredit shall provide VSI, at no cost, with
mutually acceptable office space in CompuCredit's data-processing facilities (the "Project Site") and access to the System for VSI in order
to provide the Services. VSI will not be permitted to access the System from any location other than the Project Site, except under mutually agreed upon terms. CompuCredit shall have no responsibility
for compensating or providing any rights or benefits to any contractors, agents, employees or personnel of VSx or VSI other than any express obligations to Eckstein under this Agreement.

2.4    Staffing LevelsCompuCredit shall have the right to review the staffing, and
costs of staffing, of VSI's operational support services provided hereunder prior to any budgetary meeting between the Parties, and to request reasonable revision of the staffing levels and cost of
staffing for such services. VSI shall accommodate any reasonable request made by CompuCredit pursuant to this Section 2.4.

2.5    GeneralDuring the Term, CompuCredit shall cooperate and provide information
reasonably necessary for the timely completion of the Services. The Parties acknowledge that VSI's performance hereunder is contingent on CompuCredit's timely and effective performance of its
responsibilities and its timely decisions and approvals. To the extent required, CompuCredit shall be responsible for providing VSI with data, information, office space and support materials as
reasonably required by VSI to perform its duties hereunder.

3.    Obligations of Eckstein and VSI

3.1    ServicesEckstein shall make himself available to CompuCredit for a mutually
agreeable period of time, which shall in no event be less than one (1) year from the Effective Date, to serve as a

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consultant to CompuCredit at a rate of $300 per working hour. Eckstein will be available to CompuCredit for this consulting work for at least forty hours per month. There will be no
carry-over of unused hours in one month to another month.

3.2    GuaranteeWithout limiting the scope of his individual obligations or his
liability for the failure to perform such obligations, Eckstein hereby guarantees the full and complete performance by VSI and the VSI Affiliates (other than Eckstein) of each of their obligations
underSections 1.4, 6.2, and 6.3(a)of this Agreement, provided, however, that, except to the extent Eckstein is responsible, through his own intentional acts or omissions, for any such breach or violation, Eckstein shall only be
responsible for a material and intentional breach or violation by VSI or any VSI Affiliate underSections 1.4; 6.2; and 6.3(a)of the Agreement. Except
to the extent Eckstein is responsible, through his own intentional acts or omissions, for any such breach or violation, Eckstein's liability pursuant to this Section is limited to the lesser of
CompuCredit's actual losses resulting from such material and intentional breach or violation by VSI or any VSI Affiliate or the amount actually paid by CompuCredit during the Term for the Services,
reduced, in either case, by any amounts received by CompuCredit from VSI for such breach.

3.3    Limitations on Transfers or Issuances of SharesEckstein and VSI agree that the
covenants set out in thisSection 3.3shall be applicable to them during the Term:



3.4    Compliance by VSIDuring the Term, VSI will comply with all policies,
procedures and regulations required by Third Party data providers including, but not limited to, the Credit Bureaus.

4.    Compensation

4.1    Monthly PaymentsOn or before the tenth (10th) day of each
calendar month during the Term, CompuCredit shall pay VSI the following fees accrued in the previous month: (a) a per-hour fee for time spent by VSI personnel at rates set forth in Exhibit A, (b) if approved in advance by CompuCredit pursuant to Section 1.5, the fees of agents and contractors retained by VSI to perform the

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Services during the preceding month, and (c) the per-transaction fees as set out inSections 1.1(d) and (e)above.

4.2    Costs and ExpensesCompuCredit shall reimburse VSI for any documented,
necessary and reasonable travel, lodging or other out-of-pocket expense reasonably incurred by VSI solely in connection with performing the Services. CompuCredit must
pre-approve any single expense of VSI amounting to more than Five Hundred Dollars ($500) to the extent that VSI wishes to seek reimbursement for such amounts. VSI shall provide CompuCredit
with reasonable documentation to support and verify any expenses submitted for reimbursement pursuant to this Section.

4.3    Late Fees; TaxesCompuCredit will pay VSI a late fee on all overdue amounts,
fees, expenses or other payments due from CompuCredit to VSI pursuant to this Agreement at the rate of one and one-half percent (11/2%) per month, or the maximum rate
allowable by law, whichever is less, commencing with the date payment was due. The payments referred to in the preceding sentence are net amounts due from CompuCredit to VSI, exclusive of all sales,
VAT, excise, ad valorem, and use taxes, (collectively, the "Taxes") CompuCredit shall be responsible for and shall pay directly, any and all Taxes
relating to the performance of this Agreement, provided that this paragraph shall not apply to taxes based solely on VSI's income.

5.    Representations, Warranties and Indemnities

5.1    Representations and Warranties of VSI.VSI hereby represents and warrants to
CompuCredit that:



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5.2    Representations and Warranties of CompuCredit.CompuCredit represents and
warrants to VSI and Eckstein that:



5.3    Indemnifications



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5.4    Limitation of LiabilityUNDER NO CIRCUMSTANCES SHALL ANY PARTY BE RESPONSIBLE
TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR INCURRED IN CONNECTION WITH THIS AGREEMENT OR ANY ACTS OR OMISSIONS ASSOCIATED THEREWITH OR RELATING
TO THE SERVICES OR THE SWITCH, REGARDLESS OF WHETHER SUCH CLAIM IS BASED ON BREACH OF WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY AND REGARDLESS OF THE CAUSES OF SUCH LOSS OR DAMAGES OR WHETHER ANY

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OTHER REMEDY PROVIDED HEREIN FAILS, NOR SHALL A PARTY'S TOTAL LIABILITY TO THE OTHER (EXCLUDING THIRD-PARTY INDEMNITY LIABILITIES) EXCEED $1,000,000.00. The foregoing limitations of liability shall
not apply to breaches ofSection 1.4, 1.6or6.2.

6.    Ownership and Proprietary Rights; Limited License Back

6.1    Ownership



6.2    Non-Disclosure Covenant



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6.3    Non-Interference Covenant



7.    Term and Termination

7.1    Term and Termination



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8.    Miscellaneous

8.1    SeverabilityIf any provision in this Agreement or any application of those
provisions is found invalid, illegal or unenforceable in any respect, then the validity, legality and enforceability of the remaining provisions in this Agreement and any other applications of such
provision and the remaining provisions will not in any way be affected or impaired by such invalidity, illegality or unenforceability.

8.2    Choice of Law, InterpretationThe validity, construction, and enforcement of
this agreement, and the determination of the rights and duties of the Parties, will be governed by the laws of the State of Georgia (exclusive of any choice of law or other provision that would result
in the application of the laws of any other jurisdiction).

8.3    NoticesAll notices and other communications required or permitted under this
Agreement will be in writing (including a facsimile) and will be deemed given when either delivered personally, via facsimile, or five days after being deposited in the United States mail, postage
prepaid and addressed as set forth inSection 2.1, or to such other address as each Party may designate in writing to the address set forth on
the signature page or any succession address specified by such Party to the other Parties in accordance herewith.

8.4    Amendments and WaiverNo amendment, change, or modification of this Agreement
or any of the terms, conditions or provisions hereof, and no waiver of a right, remedy, privilege or power, or discharge of an obligation or liability, conferred upon, vested in, or imposed upon any
Party under or pursuant to this Agreement, and no consent to any act or omission pertaining hereto will be effective unless embodied in a written instrument signed by both Parties. No failure to
exercise and no delay in exercising any right, remedy, privilege, or power under or pursuant to this Agreement will operate as a waiver thereof; nor will any single or partial exercise of any right,
remedy, privilege, or power provided for under or pursuant to this Agreement by either Party hereto preclude or limit such Party from any other or further exercise thereof or from pursuing any other
right, remedy, privilege, or power available pursuant to this Agreement, at law, in equity or otherwise.

8.5    Relationship between PartiesThe Parties acknowledge that the Parties will
perform its obligations hereunder as independent contractors and not as joint venturers or partners or in any other capacity inconsistent with an independent contractor capacity. VSI's employees and
agents, if any, are not CompuCredit's employees or agents, and will have no authority to bind CompuCredit by contract or otherwise, and CompuCredit's employees and agents, if any, are not VSI's
employees or agents, and will have no authority to bind VSI by contract or otherwise Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of
joint enterprise among the Parties.

8.6    AssignmentExcept as specifically permitted in this Agreement, neither Party
may assign any of its rights or delegate any of its duties under this Agreement to any Third Party without the prior written consent of the other Party. Notwithstanding the foregoing,
(A) CompuCredit shall not unreasonably withhold consent if VSI wishes to assign its rights under this Agreement to a wholly-owned subsidiary of VSI or Mcap in connection with a transfer of all
property (including all Intellectual Property) associated with the Switch to such subsidiary; and (B) VSI shall not unreasonably withhold consent if CompuCredit wishes to assign its rights
under this Agreement to a wholly-owned subsidiary of CompuCredit in connection with a transfer of all property (including all Intellectual Property) associated with the Brain and the Switch Criteria
to such subsidiary. Notwithstanding anything to the

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contrary contained in any Section of this Agreement, any transferee or assignee of all or any portion of any Party's rights hereunder must agree in writing to be bound by the terms of this Agreement.

8.7    Entire AgreementThis Agreement, together with any and all Exhibits and other
attachments attached to or associated with this Agreement (each of which is hereby incorporated by reference into the body of this Agreement), constitutes the entire agreement among the Parties with
respect to the subject matter hereof, and supersedes any prior statement or writing not a part of this Agreement or otherwise referenced in this Agreement, including, without limitation, the Original
Agreement, which agreement is hereby terminated in all respects, and no Party will be bound by any prior or contemporaneous representation, statement, promise, warranty, covenant, or agreement
pertaining thereto unless set forth or referred to in this Agreement.

8.8    Force MajeureNo Party shall be in default by reason of any failure in
performance, if such failure arises solely from causes beyond the reasonable control of the Party (notwithstanding the Party's taking
diligent steps to avoid the forces causing the failure to perform and to mitigate the adverse consequences to the other Party of such forces), including without limitation natural disasters, storms,
floods, hurricanes, tornadoes, other acts of God, strikes involving Third Parties, freight embargoes, acts or omissions of government authorities, lockouts, as to VSI only a failure of CompuCredit's
computer systems or another Party's untimely, inaccurate or inadequate performance of its obligations hereunder.

8.9    Export ComplianceTo the extent that CompuCredit or a CompuCredit Affiliate is
permitted to export the Switch outside the U.S., CompuCredit shall be solely responsible for compliance with all applicable U.S. export laws, rules, and regulations. CompuCredit agrees to keep such
books and records and to take other actions as may be required by such applicable laws, rules, and regulations, and to comply with any applicable U.S. export laws, rules, and regulations.

[Signatures Begin on Next Page]

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In Witness Whereofthe Parties have set their hands and seals to this Agreement effective as of the Effective Date.

|COMPUCREDIT CORPORATION    |                         | VISIONARY SYSTEMS, INC.                                        
|-------------------------- | ----------------------- | ---------------------------------------------------------------
|By:                        | /s/DAVID G. HANNA(SEAL) |                                                                
|                           |                         |                                                                
|Printed Name:              | David G. Hanna          |                                                                
|                           |                         |                                                                
|Title:                     | Chairman and CEO        |                                                                
|                           |                         |                                                                
|ECKSTEIN                   |                         | VSx CORPORATION(indicating its
agreement to Section 8.7 hereof)
|/s/JAMES A. ECKSTEIN(SEAL) |                         | By:                                                            
|                           |                         |                                                                
|James A. Eckstein          |                         | Printed Name:                                                  
|                           |                         |                                                                
|                           |                         |                                                                
|                           |                         |                                                                

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