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                                                                 EXHIBIT 10.12.4

                               AMENDMENT NO. 1 TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

         This Amendment No. 1 to Amended and Restated Credit Agreement (this
"Amendment"), is dated as of March 29, 2002, by and among NETZEE, INC., a
Georgia corporation, as the Borrower, JOHN H. HARLAND COMPANY, as a Lender
("Harland"), and INTERCEPT, INC., as a Lender ("InterCept") and as the Agent.

                                    Recitals

         The Borrower, the Lenders and Agent are parties to that certain Amended
and Restated Credit Agreement dated as of February 2, 2001 (the "Credit
Agreement"; capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Credit Agreement).

         The parties have agreed to make certain modifications to the terms of
the Credit Agreement, as more particularly set forth herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1.       General. Upon and after the date hereof, all references to the
Credit Agreement in that document or in any other Loan Document shall mean the
Credit Agreement as amended hereby. Except as expressly provided herein, the
execution and delivery of this Amendment does not and will not amend, modify or
supplement any provision of, or constitute a consent to or a waiver of any
noncompliance with the provisions of, the Credit Agreement, and, except as
specifically provided in this Amendment, the Credit Agreement shall remain in
full force and effect and is hereby ratified and confirmed.

         2.       Amendments. The Credit Agreement is hereby amended as follows:

                  (a)      Section 1.01 of the Credit Agreement is hereby
         amended by adding the following new definitions in alphabetical order:

                  "Aggregate Percentage" means, as to each Lender, the ratio,
         expressed as a percentage, of (a) the amount of such Lender's
         Commitment to (b) the Aggregate Commitments.

                  "InterCept Subfacility" means a $1,000,000 subfacility under
         the Revolving Credit Facility extended solely by InterCept. Revolving
         Credit Advances shall be deemed made under the InterCept Subfacility
         only to the extent that the total principal amount of all Revolving
         Credit Advances outstanding exceeds an amount equal to (i) the
         Aggregate Commitment minus (ii) $1,000,000. Each payment by the
         Borrower with respect to any Revolving Credit Advance (other than
         voluntary or mandatory payments which permanently reduce the
         Commitments pursuant to Section 2.03 or 2.04 hereof) shall be applied
         first to Revolving Credit Advances outstanding under the InterCept


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         Subfacility and then to Revolving Credit Advances outstanding under the
         Shared Subfacility. Each voluntary or mandatory reduction of the
         Commitments pursuant to Section 2.03 or 2.04 hereof shall be applied
         first to the Commitments under the Shared Subfacility and then to the
         InterCept Subfacility Commitment.

                  "InterCept Subfacility Commitment" means the portion of
         InterCept's Commitment comprising InterCept's obligation to make
         Revolving Credit Advances under the InterCept Subfacility.

                  "InterCept Subfacility Percentage" means, with respect to
         InterCept, 100%, and with respect to any other Lender, 0%.

                  "Revolving Credit Facility" means the revolving credit
         facility established by the Lenders in favor of the Borrower pursuant
         to this Agreement.

                  "Shared Subfacility" means the portion of the Revolving Credit
         Facility other than the InterCept Subfacility.

                  "Shared Subfacility Percentage" means, as to each Lender, the
         ratio expressed as a percentage, of (a) the amount of such Lender's
         Commitment (and, if such Lender is InterCept, less an amount equal to
         the InterCept Subfacility Commitment) to (b) an amount equal to the
         Aggregate Commitments less an amount equal to the InterCept Subfacility
         Commitment.

                  (b)      Section 1.01 of the Credit Agreement is hereby
         amended by amending the following definitions in their entirety and
         substituting the following therefor:

                  "Credit Percentage" means, as to each Lender, (a) to the
         extent that there is Borrowing availability under the Shared
         Subfacility, for purposes of determining (i) such Lender's obligations
         to make Revolving Credit Advances and (ii) the application of
         repayments by the Borrower of Revolving Credit Advances (other than
         voluntary or mandatory payments which permanently reduce the
         Commitments pursuant to Section 2.03 or 2.04 hereof), such Lender's
         Shared Subfacility Percentage; (b) to the extent that the Shared
         Subfacility is fully funded, for purposes of determining (i) such
         Lender's obligations to make Revolving Credit Advances and (ii) the
         application of repayments by the Borrower of Revolving Credit Advances
         (other than voluntary or mandatory payments which permanently reduce
         the Commitments pursuant to Section 2.03 or 2.04 hereof), such Lender's
         InterCept Subfacility Percentage; (c) at all times that any Commitment
         remains effective under the Shared Subfacility, for purposes of
         apportioning any voluntary or mandatory reduction of the Commitments
         pursuant to Section 2.03 or 2.04 hereof, such Lender's Shared
         Subfacility Percentage; and (d) for all other purposes, unless the
         context clearly indicates otherwise, such Lender's Aggregate
         Percentage.

                  "Termination Date" means April 10, 2003.


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         3.       Acknowledgements. The Borrower and the Lenders acknowledge and
agree that, after giving effect to the amendments set forth in Section 2 above,
the amount of each Lender's Commitment, Aggregate Percentage, and Shared
Subfacility Percentage is as follows:

<TABLE>
<CAPTION>
                                                                                              SHARED SUBFACILITY
           LENDER                      COMMITMENT              AGGREGATE PERCENTAGE              PERCENTAGE
           ------                      ----------              --------------------          ------------------
         <S>                           <C>                     <C>                           <C>
         InterCept                     $14,040,700                    78.00%                       76.71%

          Harland                      $ 3,959,300                    22.00%                       23.29%
</TABLE>

         4.       Representations and Warranties. The Borrower hereby represents
and warrants to Lenders and the Agent as follows:

                  (a)      Authorization of Amendment, Etc. Borrower has the
         right and power, and has taken all necessary action to authorize it, to
         execute, deliver and perform this Amendment in accordance with its
         terms. This Amendment has been duly executed and delivered by Borrower
         and is a legal, valid and binding obligation of Borrower, enforceable
         against Borrower in accordance with its terms.

                  (b)      Representations in Credit Agreement. All of the
         representations set forth in the Credit Agreement, as modified hereby,
         are accurate in all material respects as of the date hereof.

         5.       Loan Documents. Borrower and Lender agree and acknowledge that
this Amendment shall constitute a "Loan Document" under the Credit Agreement.

         6.       Fees. In consideration of InterCept's agreement to extend the
"InterCept Subfacility" referred to in Section 2 of this Amendment, the Borrower
will pay to InterCept a nonrefundable commitment fee of $100,000, such fee to be
payable immediately following the execution and delivery of this Amendment. In
consideration of Harland's agreement to extend the "Shared Subfacility" referred
to in Section 2 of this Amendment, the Borrower will pay to Harland a
nonrefundable commitment fee of $20,000, such fee to be payable immediately
following the execution and delivery of this Amendment.

         7.       No Implied Consent or Waiver. Except as expressly set forth
herein, the execution and delivery of this Amendment does not and will not
constitute a consent to or a waiver of any noncompliance with the provisions of
the Credit Agreement.


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         8.       Counterparts. This Amendment may be executed by each party to
this Amendment upon a separate copy, and in such case one counterpart of this
Amendment shall consist of enough of such copies to reflect the signature of all
of the parties to this Amendment. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Amendment or its terms to produce or account
for more than one of such counterparts.

         9.       Governing Law. This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of Georgia.

         10.      Successors and Assigns. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.

                     [Signatures commence on following page]


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers hereunder duly authorized as of the day
and year first written above.

                                       NETZEE, INC., as the Borrower



                                       By:  /s/ Richard S. Eiswirth
                                           ------------------------------------
                                         Title:  SEVP and CFO
                                                -------------------------------

                                       INTERCEPT, INC., as a Lender and as the
                                       Agent



                                       By:  /s/ Scott R. Meyerhoff
                                           ------------------------------------
                                         Title:  SVP CFO
                                                -------------------------------

                                       JOHN H. HARLAND COMPANY, as a Lender



                                       By:  /s/  John Stakel
                                           ------------------------------------
                                         Title:  VP/Treasurer
                                                -------------------------------