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                                                                    EXHIBIT 10.7

                           SOFTWARE LICENSE AGREEMENT

                  THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") is dated as
of April 27, 2001 (the "Effective Date"), and is by and between PaySys
International, Inc., a Florida corporation, and Delos Payment Systems, Inc., a
Delaware corporation.

                  WHEREAS, pursuant to that certain Contribution Agreement,
dated as of April 27, 2001, between PaySys and Delos (the "Contribution
Agreement"), PaySys transferred and assigned to Delos inter alia, all of its
right, title and interest in and to those certain computer software programs and
related materials generally known as the "dBB Software" as defined therein;

                  WHEREAS, in connection with the Contribution Agreement, Delos
agreed to grant PaySys a limited license to use the dBB System as set forth
herein; and

                  WHEREAS, Delos has agreed to make certain covenants that will,
for limited periods of time, restrict Delos from using the dBB Platform and dBB
Applications as set forth herein and from marketing or selling the same as set
forth herein.

                  NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

1.       DEFINITIONS. In this Agreement, the following terms have the meanings
         specified or referred to in this Section 1 and shall be equally
         applicable to both the singular and plural forms. In this Agreement,
         the words "including", "include" and "includes" shall each be deemed to
         be followed by the term "without limitation". Any agreement, schedule,
         attachment or exhibit referred to herein shall mean such agreement,
         schedule, attachment or exhibit as amended, restated, supplemented and
         modified from time to time to the extent permitted by the applicable
         provisions thereof and by this Agreement. References to any statute or
         regulation means such statute or regulation as amended from time to
         time and includes any successor statute or regulation. Unless otherwise
         stated, references to recitals, articles, sections, paragraphs,
         schedules and exhibits shall be references to recitals, articles,
         sections, paragraphs, schedules and exhibits of this Agreement.

(a)      "AAA" has the meaning set forth in Section 2(a) of Schedule 15(a).

(b)      "ACCOUNT" shall mean an active or inactive physical, virtual or other
         type of check card ATM card, debit card, credit card (including private
         label and retail credit card), charge card, commercial card, bank card,
         oil card, payment card, electronic benefit payment card, smart card,
         stored value card or other similar card, device, program or similar or
         replacement technology, whether presently existing or hereafter
         invented, that is used directly or indirectly in connection with the
         initiation, transmission, capturing, authorization, processing,
         clearing, settlement or recording of related financial and monetary
         transactions and related data capture and processing.


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(c)      "ACCOUNT-RELATED PROCESSING" shall mean services relating to the direct
         or indirect initiation, transmission, capture, authorization,
         processing, clearing, settling and recording of financial and monetary
         transactions with respect to Accounts.

(d)      "AFFILIATE" shall mean an entity (including any joint venture or
         alliance) that, directly or indirectly, owns or controls, is owned or
         is controlled by or is under common ownership or control with another
         entity (including any joint venture or alliance). For purposes hereof,
         an entity, shall be deemed to "own or control" another entity if and
         for so long as it beneficially owns fifty percent (50%) or more of the
         voting equity securities or other equivalent voting interests of the
         other entity. Notwithstanding the foregoing, with respect to PaySys, if
         that certain transaction contemplated by that certain Agreement and
         Plan of Merger by and among First Data Corporation, PSI Merging
         Corporation, PaySys International, Inc. and certain shareholders of
         PaySys International, Inc. dated April 27, 2001 is consummated,
         Affiliates of First Data Corporation, as well as the entities set forth
         on Schedule 1(d) shall be deemed to be Affiliates of PaySys.

(e)      "AGREEMENT" has the meaning set forth in the first paragraph.

(f)      "ARBITRATION DEMAND" has the meaning set forth in Section 2(b) of
         Schedule 15(a).

(g)      "ARBITRATION PANEL" has the meaning set forth in Section 2(d) of
         Schedule 15(a).

(h)      "BASIC QUALIFICATIONS" has the meaning set forth in Section 2(b) of
         Schedule 15(a).

(i)      "BILL PAYMENT SERVICES" shall mean a bill payment service undertaken
         through a Money Transfer Service whereby a Person sends money to a
         biller in exchange for a fee.

(j)      "CHECK RELATED-PROCESSING" shall mean services relating to the direct
         or indirect processing, verification, clearing, approval, settling and
         recording of financial and monetary transactions with respect to Check
         Services.

(k)      "CHECK SERVICES" shall mean any one or any combination of check
         verification, check guarantee, electronic check conversion and check
         collection; provided that Check Services shall not include activities
         related to the processing of checks through the Federal Reserve System
         (other than those set forth herein) or the processing of any demand
         deposit account on which a check is drawn or into which a check is
         deposited.

(l)      "CONFIDENTIAL INFORMATION" has the meaning set forth in Section 13(a).

(m)      "CONTRIBUTION AGREEMENT" has the meaning set forth in the first
         recital.

(n)      "DBB APPLICATION" shall mean any computer software program, including
         any DSL that is not a system DSL, and related user and technical
         manuals, documentation and other materials that is created using the
         dBB System.


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(o)      "DBB LIABILITIES" shall mean the liabilities listed on Schedule B of
         the Contribution Agreement and assumed by Delos in accordance with
         Section 3.2 of the Contribution Agreement.

(p)      "DBB PATENT APPLICATION" shall mean each of the patent applications set
         forth on Schedule 1(p), together with all letters patents, statutory
         invention registrations, divisions, continuations and
         continuations-in-part, reissues, renewals and extensions thereto.

(q)      "DBB PLATFORM" shall mean the most current (as of the Effective Date)
         Microsoft Windows NT version of that certain computer program commonly
         known as the "dBB Platform", both in source code format in C++
         programming language, and as compiled into executable code format,
         (along with the Integrated Development Environment, including the
         computer programs commonly known as the Localization Editor, the User
         Admin Editor and the Visual Workflow Modeler, all of the application
         program interfaces that are designed to be used in conjunction with the
         computer application programs which are created using and/or executable
         by the dBB Platform, the system DSLs, DSLs and development tools and
         related documentation), all as identified in Schedule 1(q).

(r)      "DBB SOFTWARE" shall mean the following: (i) the computer program known
         as dBB Platform currently in source code format in the C++ programming
         language, including all versions, including Versions 1.945(b), 3.106(b)
         and 3.202 thereof; (ii) all of the computer programs commonly referred
         to as "libraries" in dBB serial language which are created using and/or
         executable by the dBB Platform; (iii) all of the computer application
         programs in DSL which are created using and/or executable by the dBB
         Platform, including the application programs known as B2B Prototype,
         Apogee Prototype, Flooz Prototype, Fraud Dossier, Step Stone,
         Commercial Card, ECDM, Desktop and Eservice; (iv) the computer programs
         known as the Integrated Development Environment, including the computer
         programs known as the Localization Editor, the User Admin Editor and
         the Visual Workflow Modeler; (v) all of the application program
         interfaces that are designed to be used in conjunction with the
         computer application programs which are created using and/or executable
         by the dBB Platform, including that certain application program
         interface currently in common business oriented language (COBOL)
         designed to be used in conjunction with the Fraud Dossier, Step Stone,
         and/or commercial card application programs; and (vi) all corrections,
         fixes, modifications, enhancements, updates, upgrades, new releases,
         versions and translations of or to any of the foregoing, regardless of
         whether made by PaySys or its employees, agents, contractors, customers
         or licensees.

(s)      "DBB SYSTEM" shall mean the dBB Platform and all Intellectual Property
         embodied therein or relating thereto.

(t)      "DBB THIRD PARTY SOFTWARE" shall mean the software, tools, utilities,
         compilers, operating systems and the like as well as associated
         documentation that as of the Effective Date is owned by Persons other
         than Delos or its Affiliates that is required to be used in combination
         with the source code relating to the dBB System for the effective


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         development, maintenance and implementation of the same, all as
         identified in Schedule 1(t).

(u)      "DELOS" shall mean Delos Payment Systems, Inc., a Delaware corporation,
         and its permitted successors and permitted assigns.

(v)      "DELOS INDEMNITEE" has the meaning set forth in Section 11(a).

(w)      "DISPUTE" shall mean any and all disputes, controversies and claims
         between the parties arising from or in connection with this Agreement
         or the relationship of the parties under this Agreement whether based
         on contract, tort, common law, equity, statute, regulation, order or
         otherwise.

(x)      "DISPUTING PARTY" has the meaning set forth in Section 2(a) of Schedule
         15(a).

(y)      "DSL" shall mean dBB serial language.

(z)      "EFFECTIVE DATE" has the meaning set forth in the first paragraph.

(aa)     "ENCUMBRANCE" shall mean any lien, claim, charge, security interest,
         mortgage, pledge, easement, conditional sale or other title retention
         agreement, defect in title, covenant or other restrictions of any kind
         that could impair the ability of a Person to use or exploit the item
         that is so encumbered.

(bb)     "ESCROW AGENT" has the meaning set forth in Section 18(a).

(cc)     "ESCROW AGREEMENT" has the meaning set forth in Section 18(a).

(dd)     "ESCROW MATERIALS" has the meaning set forth in Section 18(a).

(ee)     "INDEMNITEE" has the meaning set forth in Section 12(a).

(ff)     "INDEMNITOR" has the meaning set forth in Section 12(a).

(gg)     "INTELLECTUAL PROPERTY" shall mean any: (i) trademarks, trade names,
         service marks, domain names, trade dress, logos and other similar
         designations; (ii) copyrights and copyrightable works; (iii) patents,
         patent rights, patent applications, inventions and trade secrets; and
         (iv) other protectable property rights.

(hh)     "MONEY TRANSFER PROCESSING" shall mean services relating to the direct
         or indirect initiation, transmission, capture, authorization,
         processing, clearing, settling and recording of financial and monetary
         transactions with respect to Money Transfer Services.

(ii)     "MONEY TRANSFER SERVICES" shall mean, following the consummation of the
         merger contemplated by the certain Agreement and Plan of Merger by and
         among First Data Corporation, PSI Merging Corporation, PaySys
         International, Inc. and certain


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         shareholders of PaySys International, Inc., dated as of March 17, 2001,
         any one or any combination of the services presently constituting all
         of Western Union Financial Services, Inc.'s and its Affiliates' person
         to person funds delivery services and funds disbursement services,
         including, Domestic Money Transfer Services, International Money
         Transfer Services, Mexico Money Transfer Services, Quick Collect,
         Direct Connect, BidPay, Money Zap, Z-Cash, Quick Cash (including
         Benefits Quick Cash), and Western Union Cash Card and any replacements
         therefor.

(jj)     "PAYSYS" shall mean PaySys International, Inc., a Florida corporation,
         and its permitted successors and permitted assigns.

(kk)     "PAYSYS AFFILIATE CUSTOMER" shall mean any Person for which any
         Affiliate of PaySys other than any subsidiary of PaySys: (i) provides
         services and/or software; or (ii) may in the future provide services
         and/or software.

(ll)     "PAYSYS CUSTOMER" shall mean any Person for which PaySys or any
         subsidiary of PaySys: (i) provides services and/or software; or (ii)
         may in the future provide services and/or software.

(mm)     "PAYSYS INDEMNITEE" has the meaning set forth in Section 10.

(nn)     "PERSON" shall mean an individual, corporation, limited liability
         company, partnership, sole proprietorship, joint venture, or other form
         of organization or governmental agency or authority.

(oo)     "PROCESSOR" shall mean any Person other than PaySys and its Affiliates
         that processes Accounts, performs Account-Related Processing, provides
         Check Services or performs Check-Related Processing, in each case for
         third Persons.

(pp)     "TRANSFERRED OPERATIONS" shall have the meaning set forth in Section
         2(b)(i).

2.       DELOS LICENSE GRANT.

(a)      Subject to the terms and conditions of this Agreement, Delos hereby
         grants to PaySys a non-exclusive, nontransferable (except as otherwise
         provided in this Agreement), worldwide, perpetual, irrevocable (subject
         to Section 14), royalty-free and fully paid up license to:

         (i)      use, execute, copy, modify and have modified the dBB System
                  solely for processing Accounts, performing Account-Related
                  Processing, providing Money Transfer Services, performing
                  Money Transfer Processing, providing Check Services and
                  performing Check-Related Processing internally and externally
                  (A) through any and all means now known or hereafter invented,
                  (B) on any and all operating environments and systems now
                  known or hereafter invented, and (C) on any and all media now
                  known or hereafter invented;

         (ii)     use, execute and copy the dBB Platform and use the dBB System
                  to create or have created modifications, enhancements,
                  upgrades, add-ons or similar computer


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                  programs solely in connection with processing Accounts,
                  performing Account-Related Processing, providing Money
                  Transfer Services, performing Money Transfer Processing,
                  providing Check Services and performing Check-Related
                  Processing, provided that PaySys' and/or its Affiliates'
                  copyright in any such modifications, enhancements, upgrades,
                  add-ons or similar computer programs shall extend only to the
                  materials contributed by PaySys, its Affiliates or their
                  respective designees, as distinguished from the dBB Platform
                  itself;

         (iii)    prepare derivative works of the dBB Platform and use the same
                  in accordance with the limitations set forth in this Section
                  2, provided that PaySys' and/or its Affiliates' copyright in
                  any such derivative work shall extend only to the materials
                  contributed by PaySys, its Affiliates or their respective
                  designees, as distinguished from the dBB Platform itself;

         (iv)     sublicense executable versions of the dBB System and dBB
                  Applications created using the dBB System to customers of
                  PaySys and its Affiliates solely for use in connection with
                  processing Accounts, performing Account-Related Processing,
                  providing Money Transfer Services, performing Money Transfer
                  Processing, providing Check Services and performing
                  Check-Related Processing; and

         (v)      sublicense to any Affiliate of PaySys the rights granted in
                  Sections 2(a)(i), 2(a)(ii), 2(a)(iii) and 2(a)(iv) provided
                  that PaySys has delivered to Delos a writing executed by an
                  authorized representative of such Affiliate to abide by the
                  terms of this Agreement as if such Affiliate was an original
                  party to this Agreement.

(b)      Divested or Transferred Operations.

         (i)      Should PaySys or any Affiliate of PaySys sell or otherwise
                  transfer the assets or equity ownership of any Affiliate
                  (which for purposes of this Section 2(b) shall include PaySys)
                  (hereafter "Transferred Operations"), such Transferred
                  Operations and its Affiliates shall continue to be afforded
                  use of the dBB System, provided that such Transferred
                  Operations or successor entity, as applicable, enter into that
                  certain agreement substantially in the form attached hereto as
                  Schedule 2(b)(i), which Delos shall execute at no additional
                  cost.

         (ii)     In addition, if such Transferred Operations or successor
                  entity, as applicable, desires to possess the source code for
                  the dBB Platform and have all rights previously afforded under
                  this Agreement, upon such Transferred Operations' or successor
                  entity's election, as applicable, and the payment to Delos of
                  two million dollars ($2,000,000), such Transferred Operations
                  or successor entity, as applicable, and its Affiliates shall
                  be entitled to possess the source code and exercise such
                  rights, provided that such Transferred Operations or successor
                  entity, as applicable, enter into that certain agreement
                  substantially in the form attached hereto as Schedule
                  2(b)(ii), which Delos shall execute at no additional cost. If
                  such Transferred Operations or successor entity, as
                  applicable, does not make the payment and enter into the
                  agreement as required by this Section 2(b)(ii)


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                  within thirty (30) days after the effective date of the sale
                  or transfer, then such Transferred Operations shall promptly:
                  (A) delete all copies of the source code for the dBB Platform,
                  from all computers and storage devices, and at the Transferred
                  Operations' or successor entities' option, either immediately
                  return to Delos all copies of the source code for the dBB
                  Platform or destroy all copies of the source code for the dBB
                  Platform and certify to Delos the compliance with the
                  foregoing; and (B) enter into the agreement contemplated by
                  Section 2(b)(i).

(c)      Reservation of Rights. Except for the limited rights expressly granted
         herein, all rights are reserved by Delos, and, except as expressly
         granted herein, nothing contained in this Agreement shall be construed
         as conferring any right or license with respect to the dBB System upon
         PaySys or its Affiliates, by implication, estoppel or otherwise.

3.       DELIVERY OF THE DBB SYSTEM. The parties shall cooperate to specify the
         timing of the delivery of the dBB System to PaySys as set forth on
         Schedule 3.

4.       COVENANTS AND RESTRICTIVE COVENANTS.

(a)      Installation. No later than thirty (30) days after a request by PaySys,
         Delos shall, at its sole cost and expense, install the dBB Platform
         onto a PC and then ship the PC to a United States location reasonably
         specified by PaySys.

(b)      Training. Delos shall perform, at Delos' standard rates and at an
         Atlanta, Georgia location reasonably specified by Delos, one training
         session of six days, or two sessions of three days each, at PaySys'
         election, to instruct no more than ten persons designated by PaySys
         regarding the dBB Platform and the creation of dBB Applications using
         the dBB Platform.

(c)      Patent Applications.

         (i)      Delos shall use commercially reasonable efforts to cause
                  letters patents to be issued with respect to each of the dBB
                  Patent Applications at its sole cost and expense.

         (ii)     If Delos determines that it is not in its business interest to
                  cause letters patents to be issued with respect to any of the
                  dBB Patent Applications, Delos shall promptly notify PaySys of
                  the same so that, at PaySys' sole election, PaySys may
                  instruct Delos to continue to cause letters patents to be
                  issued with respect to each of the dBB Patent Applications at
                  PaySys' cost and expense. In such an event, ownership of any
                  such letters patents issued thereon shall remain with Delos,
                  and the rights of PaySys and its Affiliates with respect
                  thereto shall be as set forth in this Agreement. PaySys shall
                  pay, within thirty (30) days after receipt, all invoices for
                  costs reasonably incurred by Delos at the request of PaySys
                  pursuant to this Section 4(c)(ii). However, all such amounts
                  paid by PaySys to Delos shall be credited against any payments
                  due Delos pursuant to this Agreement.

(d)      Processors. For a period of five (5) years following the Effective
         Date, neither Delos nor any Affiliate of Delos shall directly or
         indirectly:


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         (i)      solicit, negotiate or effect the sale, transfer or assignment
                  to any Processor of any dBB Application, in whole or in part,
                  or the dBB System or any updates, modifications, enhancements
                  or derivative works thereto, in whole or in part, for the
                  purpose of processing Accounts, performing Account-Related
                  Processing, providing Check Services or performing
                  Check-Related Processing;

         (ii)     authorize any Processor to use any dBB Application, in whole
                  or in part, or the dBB System or any updates, modifications,
                  enhancements or derivative works thereto, in whole or in part,
                  for the purpose of processing Accounts, performing
                  Account-Related Processing, providing Check Services or
                  performing Check-Related Processing;

         (iii)    grant to any Processor any right or license to: (A) use any
                  dBB Application, in whole or in part, to process Accounts of,
                  or perform Account-Related Processing for, third Persons; or
                  (B) use the dBB System or any updates, modifications,
                  enhancements or derivative works thereto, in whole or in part,
                  to create any dBB Application to process Accounts of, or
                  perform Account-Related Processing for, third Persons; (C) use
                  any dBB Application, in whole or in part, to provide Check
                  Services to, or perform Check-Related Processing for, third
                  Persons; or (D) use the dBB System or any updates,
                  modifications, enhancements or derivative works thereto, in
                  whole or in part, to create any dBB Application to provide
                  Check Services to, or perform Check-Related Processing for,
                  third Persons;

         (iv)     use any dBB Application in whole or in part, to process
                  Accounts of, or perform Account-Related Processing for, any
                  third Person, or use the dBB System or any updates,
                  modifications, enhancements or derivative works thereto, in
                  whole or in part, to process Accounts of, or perform
                  Account-Related Processing for, any third Person; or

         (v)      use any dBB Application in whole or in part, to provide Check
                  Services to, or perform Check-Related Processing for, any
                  third Person, or use the dBB System or any updates,
                  modifications, enhancements or derivative works thereto, in
                  whole or in part, to provide Check Services to, or perform
                  Check-Related Processing for, any third Person.

         For purposes of clarification, nothing contained in this Section 4(d)
         shall prevent Delos or any Affiliate of Delos from (X) using the dBB
         System or any updates, modifications, enhancements or derivative works
         thereto, in whole or in part, or any dBB Application, in whole or in
         part as a processor other than for processing Accounts, performing
         Account-Related Processing, providing Check Services or performing
         Check-Related Processing, or (Y) granting any right or license to any
         Person with respect to the dBB System or any updates, modifications,
         enhancements or derivative works thereto, in whole or in part, or any
         dBB Application, in whole or in part, in any manner that is not
         processing Accounts, performing Account-Related Processing, providing
         Check Services or performing Check-Related Processing, including by way
         of example and without limitation, performing processing or granting
         licenses with respect to non-Account transactions or non-Check Service
         transactions in: (vi) business-to-business e-commerce; (vii) electronic
         benefits


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         payments; (viii) closed loop payment systems (including the use of
         smart cards only with regard to such closed loop payment systems); and
         (ix) the telecommunication, banking, mutual fund, financial services,
         health care and insurance industries.

(e)      PaySys Customers. For a period of forty-eight (48) months following the
         Effective Date, neither Delos nor any Affiliate of Delos shall solicit
         or grant to any PaySys Customer any right or license to use the dBB
         System or any updates, modifications, enhancements or derivative works
         thereto, in whole or in part, or any dBB Application, in whole or in
         part, to (i) process such PaySys Customer's own Accounts for its own
         benefit, (ii) perform Account-Related Processing with respect to
         Accounts owned by such PaySys Customer for its own benefit, (iii)
         provide Check Services with respect to checks issued by such PaySys
         Customer, or (iv) perform Check-Related Processing with respect to
         checks issued by such PaySys Customer for its own benefit; provided
         that nothing in this Agreement shall preclude Delos from:

                           (A)      granting any right or license to any PaySys
                                    Customer listed on the attached Schedule
                                    4(e) the use of any dBB Application as a
                                    commercial card system to process such
                                    PaySys Customer's own Accounts; or

                           (B)      granting any right or license to, or
                                    otherwise dealing with, any PaySys Customer
                                    other than as set forth in this Section
                                    4(e).

(f)      For a period of thirty (30) months following the Effective Date,
         neither Delos nor any Affiliate of Delos shall solicit or grant to any
         PaySys Affiliate Customer any right or license to use the dBB System or
         any updates, modifications, enhancements or derivative works thereto,
         in whole or in part, or any dBB Application, in whole or in part, to
         (i) process such PaySys Affiliate Customer's own Accounts for its own
         benefit, (ii) perform Account-Related Processing with respect to
         Accounts owned by such PaySys Affiliate Customer for its own benefit,
         (iii) provide Check Services with respect to checks issued by such
         PaySys Affiliate Customer, or (iv) perform Check-Related Processing
         with respect to checks issued by such PaySys Affiliate Customer for its
         own benefit, or (v) provide Bill Payment Services; provided that
         nothing in this Agreement shall preclude Delos from:

                           (A)      granting any right or license to any PaySys
                                    Affiliate Customer listed on the attached
                                    Schedule 4(e) the use of any dBB Application
                                    as a commercial card system to process such
                                    PaySys Affiliate Customer's own Accounts; or

                           (B)      granting any right or license to, or
                                    otherwise dealing with, any PaySys Affiliate
                                    Customer other than as set forth in this
                                    Section 4(f).

5.       PROPRIETARY RIGHTS LEGENDS. PaySys shall reproduce on all copies of the
         dBB Platform and derivative works thereto that PaySys creates or has
         created, the proprietary rights legends set forth on Schedule 5 in the
         manner set forth therein. In addition, PaySys shall replace or
         otherwise modify such legends as reasonably requested by Delos on all
         future copies of the dBB Platform and derivative works thereto that
         PaySys creates or has


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         created. Subject to the foregoing, PaySys and its Affiliates may modify
         the documentation and screen displays of the dBB Platform, any portion
         thereof and any derivative works thereto to conform them to the product
         branding, display and documentation standards of PaySys and its
         Affiliates, including to identify PaySys and/or its Affiliates as the
         service and software provider of the dBB Platform and derivative works
         thereto.

6.       PROPRIETARY RIGHTS.

(a)      By Delos. As between Delos and PaySys and its Affiliates, subject to
         the licenses granted to Delos pursuant to that certain Trade Secret
         License Agreement dated as of April 27, 2001, between Delos and PaySys,
         Delos shall own all right, title and interest, including any
         Intellectual Property rights, in and to the dBB System.

(b)      By PaySys and its Affiliates. Subject to Sections 2(a)(ii), 2(a)(iii)
         and 6(a), PaySys shall own all right, title and interest, including
         Intellectual Property rights, in and to all updates, modifications,
         enhancements or derivative works that PaySys or its Affiliates create
         or have created to, or with the use of, the dBB System.

(c)      Cooperation. Each party shall perform any acts that may be deemed
         necessary or desirable by the other party to more fully evidence the
         foregoing Sections 6(a) and 6(b).

7.       TAXES. The license granted herein is exclusive of any federal, state,
         or local excise, sales, use and similar taxes assessed or imposed with
         respect to the transactions set forth herein. PaySys shall be
         responsible for all such taxes assessed or levied upon Delos with
         respect to such transactions. PaySys shall pay any such amounts upon
         request of Delos accompanied by evidence of imposition of such taxes.
         Notwithstanding the foregoing, in no event shall PaySys be liable for
         taxes relating to Delos' income. PaySys shall not be responsible for
         payment of any interest or penalties in connection with the payment of
         any such taxes not caused by PaySys, and PaySys may protest the
         validity or amount of any such tax.

8.       LIMITED REPRESENTATIONS AND WARRANTIES; DISCLAIMERS.

(a)      By Each Party. Each party represents and warrants to the other as
         follows:

         (i)      Organization, Corporate Power, Etc. Each party: (A) is duly
                  organized, validly existing and in good standing under the
                  laws of the state in which it is incorporated; (B) has the
                  requisite corporate or other power and authority to carry on
                  its business as it is now being conducted; and (C) is duly
                  licensed or qualified to do business in each jurisdiction in
                  which the nature of the business conducted by it makes such
                  licensing or qualification necessary.

         (ii)     Authority of Parties. Each party has full power and authority
                  to execute, deliver and perform this Agreement. The execution,
                  delivery and performance of this Agreement has been duly
                  authorized and approved by all necessary corporate or other
                  authorities and does not require any further authorization or
                  consent.


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         (iii)    No Litigation. To each party's respective knowledge, there are
                  no lawsuits, claims, suits, proceedings or investigations
                  pending or threatened against it that questions the legality
                  or propriety of the transactions contemplated by this
                  Agreement.

         (iv)     Consents and Approvals. No consent, approval, authorization,
                  action or order of, or declaration, filing or registration
                  with, or notice to, any court, administrative agency,
                  governmental body or other third party is required to be made
                  or obtained by a party in connection with the execution and
                  delivery of this Agreement, the consummation of the
                  transactions contemplated by it, or the performance of its
                  obligations under it.

         (v)      Noncontravention. The execution, delivery and performance by
                  each party of this Agreement will not conflict with,
                  constitute a breach of, or default under, or violate any
                  provision of any agreement, indenture, note, or other
                  instrument to which such party is a party or by which such
                  party is or may be bound or to which any of such party's
                  property or assets is subject, or any statute, law, rule,
                  regulation, ruling, judgment, injunction, order or decree
                  applicable to such party or to any property or assets of such
                  party.

(b)      By Delos. Delos represents and warrants to PaySys that: (i) no viruses
         or similar data-damaging elements generally known in the software
         industry or disabling devices shall be present in the dBB Platform at
         the time it is delivered in accordance with Section 3; and (ii) the dBB
         System does not include any Intellectual Property rights, Software, or
         other rights of Accenture.

(c)      DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, NEITHER
         PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR
         DESCRIPTION, EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE
         dBB SYSTEM OR ANY OTHER GOODS OR SERVICES PROVIDED HEREUNDER, INCLUDING
         ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
         AND EACH PARTY HEREBY DISCLAIMS THE SAME. WITHOUT LIMITING THE
         GENERALITY OF THE FOREGOING, EACH PARTY HEREBY DISCLAIMS ANY
         REPRESENTATIONS OR WARRANTIES THAT THE dBB PLATFORM WILL OPERATE
         UNINTERRUPTED OR ERROR FREE.

9.       LIABILITY LIMITATIONS; DISCLAIMER OF DAMAGES.

(a)      Liability Limitation. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
         CONTRARY, EXCEPT FOR LIABILITY ARISING PURSUANT TO SECTIONS 10, 11 AND
         13, THE CUMULATIVE AGGREGATE LIABILITY OF A PARTY AND ITS RESPECTIVE
         AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE
         LIMITED TO THE LESSER OF: (i) FIVE MILLION DOLLARS ($5,000,000); OR
         (ii) THE ACTUAL DIRECT DAMAGES SUFFERED BY THE OTHER PARTY AND ITS
         AFFILIATES.


                                       11
<PAGE>

(b)      Disclaimer of Damages. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO
         THE CONTRARY, EXCEPT FOR LIABILITY ARISING PURSUANT TO A BREACH OF A
         PARTY'S OBLIGATIONS SET FORTH IN SECTION 13, OR DAMAGES AWARDED TO A
         THIRD PERSON PURSUANT TO INDEMNIFICATION OBLIGATIONS SET FORTH IN
         SECTIONS 10 AND 11, IN NO EVENT SHALL EITHER PARTY, THEIR AFFILIATES OR
         ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
         SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT
         LIABILITY OR OTHER LEGAL THEORY FOR ANY LOST PROFITS, LOSS OF DATA,
         EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL
         DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES,
         REGARDLESS OF WHETHER EITHER PARTY OR ANY OTHER SUCH PERSON HAS BEEN
         ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c)      Allocation of Risk. THE FOREGOING REPRESENTS AN EXPRESS ALLOCATION OF
         RISK. EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES ACKNOWLEDGES
         THAT EACH PARTY HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE
         DISCLAIMERS SET FORTH IN THIS AGREEMENT AND THAT THE SAME FORM AN
         ESSENTIAL BASIS OF THE BENEFIT OF THE BARGAIN BETWEEN THE PARTIES.

10.      INDEMNIFICATION BY DELOS. Delos shall defend, indemnify and hold
         harmless PaySys, its Affiliates and their respective directors,
         officers, employees, agents and contractors (each a "PaySys
         Indemnitee") from and against all third Person claims, liabilities,
         losses or damages (including reasonable attorneys fees, expert witness
         fees, expenses and costs of settlement) resulting from or arising out
         of:

         (i)      any third Person claim or suit asserted or brought within five
                  (5) years following the Effective Date against any PaySys
                  Indemnitee alleging that the dBB System or any portion thereof
                  as delivered by Delos to PaySys infringes, misappropriates or
                  violates any copyright or trade secret of any third Person;

         (ii)     any third Person claim or suit known to Delos or any Delos
                  Affiliate as of the Effective Date and brought against any
                  PaySys Indemnitee alleging that the dBB System or any portion
                  thereof as delivered by Delos to PaySys infringes,
                  misappropriates or violates any copyright or trade secret of
                  any third Person; and

         (iii)    any third Person claim or suit asserted or brought within five
                  (5) years following the Effective Date against any PaySys
                  Indemnitee arising out of an Encumbrance on the dBB System or
                  any portion thereof which is existing as of the Effective
                  Date.

(b)      In addition to the obligations set forth in Section 10(a), if a final
         injunction is obtained against PaySys' or an Affiliate of PaySys' use
         of the dBB System or any portion thereof by reason of a claim


                                       12
<PAGE>

         set forth in Sections 10(a)(i) or 10(a)(ii), or if in Delos' reasonable
         opinion the dBB System or any portion thereof is likely to become the
         subject to a claim as set forth in Sections 10(a)(i) or 10(a)(ii),
         Delos shall, at its sole option and expense: (i) procure for PaySys
         and/or the Affiliate of PaySys, as applicable, the right to continue
         using the same in the manner permitted hereunder; (ii) replace or
         modify the same so that it no longer becomes subject to any such claim;
         or if neither of the foregoing are available (as reasonably determined
         by Delos) without the expenditure of more than five hundred thousand
         dollars ($500,000), terminate Section 2 only to the extent of the
         infringement, misappropriation or violation, upon ninety (90) days
         prior notice to PaySys and pay PaySys five hundred thousand dollars
         ($500,000) within ninety (90) days after such notification, provided,
         that Delos' liability pursuant to this Section 10(b)(iii) shall not
         exceed five hundred thousand dollars ($500,000).

11.      INDEMNIFICATION BY PAYSYS.

(a)      PaySys shall defend, indemnify and hold harmless Delos, its Affiliates
         and their respective directors, officers, employees, agents and
         contractors (each a "Delos Indemnitee") from and against all third
         Person claims, liabilities, losses or damages (including reasonable
         attorneys fees, expert witness fees, expenses and costs of settlement)
         resulting from or arising out of:

         (i)      any third Person claim or suit asserted or brought within five
                  (5) years following the Effective Date against any Delos
                  Indemnitee alleging that any updates, modifications,
                  enhancements, derivative works or portions thereof that PaySys
                  or its Affiliates create or have created to the dBB System
                  infringe, misappropriate or violate any copyright or trade
                  secret of any third Person;

         (ii)     any third Person claim or suit asserted or brought within five
                  (5) years following the Effective Date against any Delos
                  Indemnitee with respect to any use by PaySys of any dBB
                  Application or portion thereof created by or on behalf of
                  PaySys; and

         (iii)    any third Person claim or suit asserted or brought within five
                  (5) years following the Effective Date against any Delos
                  Indemnitee should PaySys continue to use the dBB System or any
                  portion thereof for which its license has terminated in
                  accordance with Section 10(b)(iii).

         (iv)     any third Person claim or suit asserted or brought against any
                  Delos Indemnitee should PaySys or any of its Affiliates
                  continue to use the dBB System or any portion thereof pursuant
                  to Section 14(c)(iii) after this Agreement is terminated by
                  Delos in accordance with Section 14(b) with regard to the
                  rights of PaySys' and its Affiliates' sublicensees who are not
                  PaySys or PaySys Affiliates who continue to receive support
                  from PaySys after such termination.

(b)      For the avoidance of doubt, subject to Sections 11(a)(iii) and
         11(a)(iv), neither PaySys nor any of its Affiliates shall have any
         obligation or liability hereunder with respect to claims or suits
         alleging that the dBB System or any portion thereof infringes,
         misappropriates or violates any Intellectual Property of any other
         Person.


                                       13
<PAGE>

12.      INDEMNIFICATION PROCEDURES.

(a)      The obligations of Delos under Section 10, or of PaySys and under
         Section 11 (in each instance the "Indemnitor"), to defend, indemnify
         and hold harmless PaySys Indemnitees and Delos Indemnitees, as
         applicable (the "Indemnitee") shall be subject to the following:

         (i)      the Indemnitee shall provide the Indemnitor with prompt notice
                  of the claim or suit giving rise to such obligation; provided,
                  however, that any failure or delay in giving such notice shall
                  only relieve the Indemnitor of its obligations under Section
                  10 or Section 11, as applicable, to the extent it reasonably
                  demonstrates that its defense or settlement of such claim or
                  suit was adversely affected thereby;

         (ii)     subject to Section 12(b), the Indemnitor shall have sole
                  control of the defense and of all negotiations for settlement
                  of such claim or suit, it being understood that the Indemnitor
                  shall not, without the Indemnitee's prior written consent
                  (which consent shall not be unreasonably withheld or delayed),
                  compromise or settle such claim or suit if: (A) such
                  compromise or settlement would impose an injunction or other
                  equitable relief upon the Indemnitee; or (B) such compromise
                  or settlement does not include the third Person's release of
                  the Indemnitee from all liability relating to such claim or
                  suit for which the Indemnitee is entitled to be indemnified;
                  and

         (iii)    the Indemnitee shall cooperate with the Indemnitor in the
                  defense or settlement of any such claim or suit, provided that
                  the Indemnitee shall be reimbursed for all reasonable
                  out-of-pocket expenses incurred in providing any such
                  cooperation.

(b)      Notwithstanding Section 12(a)(ii), a PaySys Indemnitee may elect to
         assume the defense of any such claim or suit at its own expense;
         provided that in such case, Delos shall: (i) cooperate with the PaySys
         Indemnitee in the defense and settlement of any such claim or suit;
         (ii) reimburse such PaySys Indemnitee for fifty percent (50%) of the
         costs and expenses of such PaySys Indemnitee relating to the assumption
         of such defense; (iii) pay any damages provisionally or finally awarded
         with respect to such claim or suit; and (iv) subject to its written
         consent (which consent shall not be unreasonably withheld or delayed),
         pay any settlement with respect to such claim or suit.

(c)      Except as set forth in Section 12(b), if the Indemnitor does not assume
         full control over the defense of a claim or suit in accordance with
         Section 12(a)(ii), then the Indemnitor may participate in such defense,
         at its sole cost and expense, and the Indemnitee may defend or settle
         the claim or suit in such manner as it may deem appropriate, at the
         sole cost and expense of the Indemnitor.

13.      CONFIDENTIALITY.

(a)      Confidential Information. For purposes of this Agreement, "Confidential
         Information" shall mean all technical, business, and other information
         and materials of PaySys disclosed to or obtained by Delos, or of Delos
         disclosed to or obtained by PaySys, in connection with this Agreement
         whether prior to, on or after the Effective Date, that derives economic
         value, actual or potential, from not being generally known to others,


                                       14
<PAGE>

         including, any technical or non-technical data, designs, methods,
         techniques, drawings, processes, products, inventions, improvements,
         methods or plans of operation, research and development, business plans
         and financial information of such party. Without limiting the
         generality of the foregoing, non-public information concerning the dBB
         System (including all documentation and specifications therefor) shall
         be deemed Confidential Information of Delos and among other things: (i)
         Confidential Information shall include confidential or proprietary
         information and materials of third parties and their respective
         Affiliates in possession of one of the parties to this Agreement and
         needed to perform obligations hereunder; and (ii) this Agreement,
         financial information and confidential business plans of either party
         shall in any event be considered Confidential Information of the
         parties or their licensors, respectively.

(b)      Obligations. Except as expressly authorized herein or by prior written
         consent of the disclosing party, which consent may be withheld in the
         disclosing party's sole discretion, the receiving party shall:

         (i)      limit access to any Confidential Information received by it to
                  its employees, agents, representatives, and consultants who
                  have a need-to-know in connection with this Agreement and the
                  obligations of the parties hereunder, and who are under
                  written or ethical obligations to maintain the confidentiality
                  of the receiving party's Confidential Information;

         (ii)     advise its employees, agents, representatives and consultants
                  having access to the Confidential Information of the
                  proprietary nature thereof and of the obligations set forth in
                  this Agreement and that such Confidential Information is to be
                  treated as the Confidential Information of the receiving
                  party;

         (iii)    safeguard all Confidential Information received by it using a
                  reasonable degree of care, but not less than that degree of
                  care used by the receiving party in safeguarding its own
                  similar information or material;

         (iv)     not disclose any Confidential Information received by it to
                  third Persons; and

         (v)      use the Confidential Information of the other party only for
                  the performance of such party's obligations and exercise of
                  such party's rights under this Agreement.

         A receiving party shall be responsible for any unauthorized use or
         disclosure of any Confidential Information received by the receiving
         party's employees, agents, representatives and consultants.

(c)      Exceptions to Confidentiality. Notwithstanding the foregoing Section
         13(b), the parties' obligations respecting confidentiality and
         limitation on use under Section 13(b) shall not apply to any particular
         information or materials that the other party can demonstrate:

         (i)      was, at the time of disclosure to it, in the public domain;

         (ii)     after disclosure to it, is published or otherwise becomes part
                  of the public domain through no fault of the receiving party;


                                       15
<PAGE>

         (iii)    was in the lawful possession of the receiving party at the
                  time of disclosure to it without being subject to an
                  obligation of confidentiality;

         (iv)     was received after disclosure to it from a third Person who
                  had a lawful right to disclose such information or materials
                  to it;

         (v)      was independently developed by the receiving party without
                  reference to or reliance upon Confidential Information
                  received by the receiving party;

         (vi)     was required to be disclosed to any regulatory body having
                  jurisdiction over the parties or any of their respective
                  Affiliates or their respective clients, provided that such
                  party shall use reasonable efforts to provide the other party
                  with prior notice thereof so that the other party may seek a
                  protective order or other appropriate remedy to prevent such
                  disclosure, and if such protective order or other remedy is
                  not obtained prior to the time such disclosure is required,
                  the party required to make the disclosure shall only disclose
                  that portion of such Confidential Information which it is
                  legally required to disclose; or

         (vii)    that disclosure is necessary by reason of legal, accounting or
                  regulatory requirements beyond the reasonable control of the
                  receiving party, provided that such party shall use all
                  reasonable efforts to provide the other party with prior
                  notice thereof so that the other party may seek a protective
                  order or other appropriate remedy to prevent such disclosure,
                  and if such protective order or other remedy is not obtained
                  prior to the time such disclosure is required, the party
                  required to make the disclosure will only disclose that
                  portion of such Confidential Information which it is legally
                  required to disclose.

(d)      The restrictions contained in this Section 13 shall not apply to any
         Delos information that does not constitute a trade secret under
         applicable law two years after the expiration or termination of this
         Agreement for any reason.

14.      DEFAULT AND TERMINATION.

(a)      Except as set forth in Section 14(b), if Delos, PaySys or any PaySys
         Affiliate fails to remedy within thirty (30) days after notice thereof
         a failure to perform any obligation imposed pursuant to this Agreement
         or comply with any restriction or other provision contained in this
         Agreement, the notifying party may resolve the same as set forth in
         Section 15.

(b)      If a party shall fail to pay when due any amounts due pursuant to this
         Agreement after one hundred eighty (180) days after notice thereof by
         the other party, such other party may terminate this Agreement after
         such one hundred eighty (180) day period unless such amounts are paid
         within such one hundred eighty (180) day period.

(c)      If Delos terminates this Agreement pursuant to Section 14(b):

         (i)      the rights and licenses granted herein shall terminate;


                                       16
<PAGE>

         (ii)     subject to Section 14(c)(iii) PaySys and its Affiliates shall
                  promptly delete all copies of the dBB Platform, including all
                  executable versions used in dBB Applications, from all
                  computers and storage devices and at PaySys' option, either
                  immediately return to Delos all copies of the dBB Platform or
                  destroy all copies of the dBB Platform and certify to Delos
                  the compliance with the foregoing;

         (iii)    notwithstanding anything to the contrary set forth in Section
                  14(c), PaySys and its Affiliates may retain copies of the dBB
                  Platform solely for the purpose, and solely to the extent
                  necessary for, continued support of PaySys' and its
                  Affiliates' sublicensees who are not PaySys or PaySys
                  Affiliates; and

         (iv)     the following provisions shall survive the termination of this
                  Agreement by Delos pursuant to Section 14(b) for any reason:
                  Sections 5, 6, 7, 8(c), 9, 10, 11, 12, 13, 14(c), 15, 16(a),
                  18 and 19.

(d)      If PaySys terminates this Agreement pursuant to Section 14(b):

         (i)      the rights and licenses granted herein shall continue;

         (ii)     without further action on either party, Section 2(a) shall be
                  revised to read in its entirety as set forth on Schedule
                  14(d)(ii); and

         (iii)    the following provisions shall survive the termination of this
                  Agreement by PaySys pursuant to Section 14(b) for any reason:
                  Sections 2, 3, 4, 5, 6, 7, 8(c), 9, 10, 11, 12, 13, 14(d), 15,
                  16(b), 17, 18 and 19.

15.      DISPUTE RESOLUTION.

(a)      Subject to Section 15(b), any and all Disputes shall be resolved as
         provided in Schedule 15(a).

(b)      Notwithstanding anything to the contrary set forth herein, no party
         shall be required to submit any dispute or disagreement regarding the
         interpretation of any provision of this Agreement, the performance by a
         party of such party's obligations under this Agreement or a default
         hereunder to the mechanisms set forth in Section 15(a), if such
         submission seeks solely equitable relief from irreparable harm.

16.      COVENANT NOT TO SOLICIT EMPLOYEES.

(a)      Without the consent of Delos, for a period of one (1) year following
         the Effective Date, PaySys shall not induce or persuade any employee of
         Delos or any of its Affiliates to terminate such employment
         relationship to enter into any employment, independent contractor or
         other business relationship with PaySys or any of its Affiliates. The
         covenant contained in this Section 16(a) shall not apply to
         solicitations of a general nature or if any such employee approaches
         PaySys with respect to any of the foregoing opportunities.


                                       17
<PAGE>

(b)      Without the consent of PaySys, for a period of one (1) year following
         the Effective Date, Delos shall not induce or persuade any employee of
         PaySys or any of its Affiliates to terminate such employment
         relationship to enter into any employment, independent contractor or
         other business relationship with Delos or any of its Affiliates. The
         covenant contained in this Section 16(b) shall not apply to
         solicitations of a general nature or if any such employee approaches
         Delos with respect to any of the foregoing opportunities.

17.      RIGHTS IN BANKRUPTCY. Delos agrees that if Delos as a
         debtor-in-possession or a trustee in bankruptcy rejects this Agreement,
         PaySys and any of its Affiliates may elect to retain their respective
         rights under this Agreement as provided in Section 365(n) of the
         Bankruptcy Code. To the extent permitted by Section 365(n) of the
         Bankruptcy Code, upon request of PaySys and/or any of its Affiliates to
         Delos or the trustee in bankruptcy, Delos or such trustee shall allow
         PaySys and/or any of PaySys' Affiliates, as applicable, to exercise
         their respective rights under this Agreement and shall not interfere
         with the rights of PaySys or any of its Affiliates as provided in this
         Agreement, provided that PaySys and its Affiliates, as applicable,
         continue to comply with the provisions of this Agreement.

18.      SOURCE CODE ESCROW AGREEMENT.

(a)      Delos shall keep on deposit with DSI Technology Escrow Services, Inc.
         (the "Escrow Agent") the source code and executable code for the dBB
         Software, including: (i) the source code and executable code for all
         modifications, enhancements, upgrades, and add-ons thereto and any
         derivative works thereof relating to any dBB Liabilities [existing as
         of the Effective Date]; and (ii) all materials, diagrams, drawings,
         manuals and documents required for ongoing support of the foregoing
         (collectively, the "Escrow Materials"). The Escrow Materials shall be
         on deposit with the Escrow Agent pursuant to the terms of the escrow
         agreement between Delos, PaySys and the Escrow Agent (the "Escrow
         Agreement"), to be entered into within 30 days after the Effective
         Date. The Escrow Agreement shall be substantially in the form of
         Schedule 18(a) attached hereto. Delos shall update the Escrow Materials
         as any changes to the Escrow Materials relate to the dBB Liabilities
         each year on the anniversary of the initial deposit of the Escrow
         Materials.

(b)      The Escrow Agreement shall provide that the Escrow Agent shall release
         the Escrow Materials to PaySys and its Affiliates if: (i) any
         proceedings are instituted by or against Delos seeking to adjudicate
         Delos as bankrupt or insolvent, or seeking liquidation, winding-up,
         arrangement, adjustment, relief or compensation of its debts under
         bankruptcy law, or seeking the entry of an order for relief or the
         appointment of a receiver trustee or other similar official for it or
         for its property and such proceedings are not dismissed within sixty
         (60) days after they are instituted; (ii) PaySys terminates this
         Agreement in accordance with Section 14(b); or (iii) Delos fails to
         meet the obligations regarding the dBB Liabilities assumed by Delos in
         accordance with the Contribution Agreement, and fails to cure such
         default within 60 days after receiving notice of such default from
         PaySys.


                                       18
<PAGE>

(c)      The Escrow Agreement shall terminate upon the later of: (i) the
         termination of all dBB Liabilities; or (ii) 4 years after the Effective
         Date.

(d)      Notwithstanding anything in this Agreement or the Escrow Agreement to
         the contrary and subject to the terms and conditions of this Agreement,
         Delos hereby grants to: (i) PaySys and its Affiliates; and (ii) the
         Transferred Operations and any successor entity, a non-exclusive,
         nontransferable (except as otherwise provided in this Agreement),
         worldwide, royalty-free and fully paid up right and license to use,
         execute, sublicense, copy, modify and have modified the Escrow
         Materials solely to the extent necessary to discharge any obligations
         relating to the dBB Liabilities, which right and license such parties
         may exercise at any time after the Escrow Materials have been released
         by the Escrow Agent.

19.      MISCELLANEOUS.

(a)      Assignment; Transfer. Except as provided herein, neither party may
         assign or transfer this Agreement and any such attempted assignment or
         transfer shall be void. Either party may: (i) transfer this Agreement
         in connection with any merger or consolidation of such party with
         another Person, provided that such party furnishes the other party with
         notice of such transfer within ten (10) business days after the
         announcement of the same; or (ii) in connection with the sale of
         substantially all of the party's assets (including the rights of a
         party under this Agreement), provided that (A) the assignee thereof
         shall assume all of such party's obligations hereunder, and (B) the
         party furnishes the other party with notice of the closing of such
         assignment and assumption within ten (10) business days after the same.
         Subject to the foregoing, all provisions contained in this Agreement
         shall extend to and be binding upon the parties hereto and their
         respective permitted successors and permitted assigns.

(b)      Waiver. No failure or delay on the part of any party to exercise any
         right or remedy hereunder shall operate as a waiver thereof, nor shall
         a single or partial exercise by any party of any right or remedy
         preclude any further exercise thereof or the exercise of any other
         right or remedy. No express waiver or assent by a party to any breach
         of or default in a term or condition of this Agreement shall constitute
         a waiver of or assent to any other breach of or default in the same or
         any other term or condition hereof.

(c)      Independent Contractors. The Parties acknowledge that the relationship
         between Delos and PaySys is that of licensor and licensee and nothing
         contained in this Agreement shall be construed to place either party in
         the relationship of principal and agent, master and servant, partners
         or joint venturers with the other party or its Affiliates. Neither
         party shall have, expressly or by implication, or represent itself as
         having any authority to make contracts or enter into any agreement in
         the name of the other parties, or to obligate or bind the other party
         in any manner whatsoever.

(d)      Entire Agreement. This Agreement and its Schedules supersedes all prior
         discussions, understandings and agreements between the parties with
         respect to the matters contained herein, and contains the sole and
         entire agreement between the parties with respect to the


                                       19
<PAGE>

         transactions contemplated herein. This Agreement may not be amended or
         modified except by another agreement in writing executed by the parties
         hereto.

(e)      Governing Law. The validity and effect of this Agreement shall be
         governed by the laws of the State of Florida, without regard to its
         rules regarding conflicts of law.

(f)      Force Majeure. No party shall be liable for any default or delay in the
         performance of its obligations (other than payment obligations, if any)
         under this Agreement if and to the extent such default or delay is
         caused, directly or indirectly, by: (i) fire, flood, elements of nature
         or other acts of God; (ii) any outbreak or escalation of hostilities,
         war, riots or civil disorders in any country; (iii) any act or omission
         of the other party or any governmental authority; or (iv) any labor
         disputes (whether or not the employees' demands are reasonable or
         within the party's power to satisfy). In any such event, the
         non-performing party shall be excused from any further performance or
         observance of the obligation so affected only for as long as such
         circumstances prevail and such party continues to use commercially
         reasonable efforts to recommence performance or observance as soon as
         practicable.

(g)      No Third-Party Beneficiaries. Nothing contained in this Agreement is
         intended to confer upon any party (other than the parties hereto and
         Affiliates of either party) any rights, benefits or remedies of any
         kind or character whatsoever, and no party shall be deemed a
         third-party beneficiary under or by reason of this Agreement.

(h)      Consent. If either party requires the consent or approval of the other
         party for the taking of, or omitting to take, any action under this
         Agreement, except as expressly set forth in this Agreement, such
         consent or approval shall not be unreasonably withheld or delayed.

(i)      Severability. If any provision of this Agreement or the application of
         any such provision to any party or circumstance, shall be declared
         judicially to be invalid, unenforceable or void, such decision shall
         not have the effect of invalidating or voiding the remainder of this
         Agreement, it being the intent and agreement of the parties that this
         Agreement shall be deemed amended by modifying such provision to the
         extent necessary to render it valid, legal and enforceable while
         preserving its intent or, if such modification is not possible, by
         substituting therefor another provision that is valid, legal and
         enforceable so as to materially effectuate the parties' intent.

(j)      Notices. Any notices, requests, demands, certifications and other
         communications required or permitted under this Agreement shall be in
         writing and shall be sufficiently given if delivered in person or if
         mailed by registered or certified mail, postage prepaid, to the parties
         at the addresses specified in this Section 19(j), or if transmitted by
         facsimile to the fax number specified below and confirmed by the
         recipient by facsimile. A party may change the address or fax number to
         which notices are to be sent by giving notice to the other party in the
         manner provided herein. Notices sent by mail shall be deemed delivered
         when received. Notices transmitted by confirmed facsimile shall be
         deemed delivered on the date of transmittal.


                                       20
<PAGE>

         If to PaySys:                              If to Delos:

         First Data Corporation                     Delos Payment Systems, Inc.
         5660 New Northside Drive                   One Meca Way
         Suite 1400                                 Norcross, GA 30093
         Atlanta, GA 30328-5800                     Attn: President
         Attn: General Counsel                      Telecopy: (770) 564-8006
         Telecopy: (770) 857-0414

         With a copy to:                            With a copy to:

         Sidley & Austin                            Kilpatrick Stockton LLP
         Bank One Plaza                             Suite 2800
         10 S. Dearborn St.                         1100 Peachtree Street
         Chicago, IL 60603                          Atlanta, GA 30309-4530

         Attention: Frederick C. Lowinger           Attn: Larry Ledbetter
         Telecopy: (312) 853-7036                   Telecopy: (404) 815-6555

(k)      Export. Neither PaySys nor its Affiliates shall export or re-export the
         dBB System without appropriate United States and/or foreign government
         licenses, and PaySys and its Affiliates shall comply with all
         applicable export and import laws and regulations with respect thereto.

(l)      Headings. Headings as to the contents of particular sections are
         inserted only for convenience and shall not be construed a part of this
         Agreement or as a limitation on the scope of any of the terms or
         provisions of this Agreement.

(m)      No Interpretation Against Drafter. Both parties have participated
         substantially in the negotiation and drafting of this Agreement and
         each party hereby disclaims any defense or assertion in any litigation
         or arbitration that any ambiguity herein should be construed against
         the draftsman.

(n)      Counterparts. This Agreement may be executed in any number of
         counterparts, each of which shall be deemed an original and all of
         which together shall constitute one and the same instrument.


                                       21
<PAGE>

IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be
executed by their duly authorized officers as of the Effective Date.

DELOS PAYMENT SYSTEMS, INC.            PAYSYS INTERNATIONAL, INC.



By:                                       By:
   ----------------------------------        ----------------------------------

Name:                                     Name:
     --------------------------------          --------------------------------

Title:                                    Title:
      -------------------------------           -------------------------------


                                       22
<PAGE>

                                      NOTE

   SCHEDULES TO THIS EXHIBIT ARE NOT FILED HEREWITH. THE REGISTRANT AGREES TO
    PROVIDE THE SCHEDULES SUPPLEMENTALLY UPON REQUEST OF THE SECURITIES AND
                              EXCHANGE COMMISSION.


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