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                                                                    EXHIBIT 10.8


                         TRADE SECRET LICENSE AGREEMENT

                  THIS TRADE SECRET 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, PaySys
agreed to enter into this Agreement to grant Delos certain limited rights to use
the VisionPlus Trade Secrets 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 12(a).

(b)      "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.

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

(d)      "ARBITRATION DEMAND" has the meaning set forth in Section 2(b) of
         Schedule 12(a).

(e)      "ARBITRATION PANEL" has the meaning set forth in Section 2(d) of
         Schedule 12(a).

(f)      "BASIC QUALIFICATIONS" has the meaning set forth in Section 2(b) of
         Schedule 12(a).

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

(h)      "DBB PLATFORM" shall mean all versions 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, the system DSLs,
         DSLs and development tools and related documentation).

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

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

(k)      "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.

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

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

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

(o)      "INDEMNIFIED PARTIES" has the meaning set forth in Section 8(b)(i).

(p)      "INDEMNIFIED PARTY" has the meaning set forth in Section 8(b)(i).

(q)      "INFRINGEMENT CLAIM" has the meaning set forth in Section 8(a)(i).

(r)      "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.

(s)      "LICENSE AGREEMENT TERMS" has the meaning set forth in Section
         2(a)(ii).

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

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

(v)      "SUBLICENSEE" has the meaning specified in Section 2(a)(ii).

(w)      "VISIONPLUS TRADE SECRETS" means those trade secrets owned by PaySys
         that are embodied in the CMS (credit management system), FAS (financial
         authorization system)


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         and/or ITS (interchange tracking system) modules of that certain
         software known as VisionPLUS, version 2.50.

2.       PAYSYS LICENSE GRANT.

(a)      Subject to the terms and conditions of this Agreement, PaySys hereby
         grants to Delos a royalty-free, non-exclusive, non-transferable (except
         as set forth in this Agreement), worldwide, perpetual, irrevocable
         (subject to Section 11) limited license to:

         (i)      use the VisionPlus Trade Secrets solely in connection with and
                  embodied within the dBB Platform and applications developed
                  through the use of the dBB Platform, and to create or have
                  created modifications, enhancements, updates and derivative
                  works of the dBB Platform and such applications and use the
                  same in accordance with the limitations provided in this
                  Section 2;

         (ii)     permit third Person licensees and their respective
                  sublicensees (each a "Sublicensee") to use the dBB Platform
                  and/or applications developed through the use of the dBB
                  Platform and to create or have created modifications,
                  enhancements, updates and derivative works of the dBB Platform
                  and such applications, and use the same for any purpose
                  whatsoever, provided that: (A) Delos executes an agreement
                  with each such Sublicensee that contains terms consistent with
                  the terms set forth on Schedule 2(a)(ii) (the "License
                  Agreement Terms"); (B) neither Delos nor any Delos Affiliate
                  may license or sublicense to a Sublicensee the VisionPlus
                  Trade Secrets; and (C) the rights granted to any Sublicensee
                  by Delos and/or any Delos Affiliate pursuant to this Section
                  2(a)(ii) shall not violate the restrictive covenants contained
                  in Section 4 of that certain Software License Agreement, dated
                  as of April 27, 2001, between PaySys and Delos;

         (iii)    sublicense to any Affiliate of Delos the rights granted in
                  Sections 2(a)(i) and 2(a)(ii), provided that Delos has
                  delivered to PaySys 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)      All rights not specifically granted herein are reserved by PaySys.

3.       PROPRIETARY RIGHTS LEGENDS. Delos shall reproduce on all copies of the
         dBB Platform and all modifications, enhancements, updates and
         derivative works thereto that Delos creates or has created, the
         proprietary rights legends set forth on Schedule 3 in the manner set
         forth therein. In addition, Delos shall replace or otherwise modify
         such legends as reasonably requested by PaySys on all future copies of
         the dBB Platform and all modifications, enhancements, updates and
         derivative works thereto that Delos creates or has created. Subject to
         the foregoing, Delos and its Affiliates may modify the documentation
         and screen displays of the dBB Platform, any portion thereof and any
         and modifications, enhancements, updates and derivative works thereto
         to conform them to the product branding, display and documentation
         standards of Delos and its Affiliates, including to identify Delos
         and/or its Affiliates as the service and software provider of the


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         dBB Platform and all modifications, enhancements, updates and
         derivative works thereto.

4.       PROPRIETARY RIGHTS.

(a)      By PaySys. As between Delos and its Affiliates and PaySys, PaySys owns
         own all right, title and interest in and to each of the VisionPlus
         Trade Secrets.

(b)      By Delos. Subject to Section 4(a), as between Delos and PaySys and its
         Affiliates, and subject to the licenses granted herein, Delos shall own
         all right, title and interest, including any Intellectual Property
         rights, in and to the dBB System, any applications developed by Delos
         and any Delos Affiliate through the use of the dBB Platform, and to any
         modifications, enhancements, updates or derivative works that Delos or
         its Affiliates create to the dBB System or such applications using the
         VisionPlus Trade Secrets.

5.       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. Delos shall be
         responsible for all such taxes assessed or levied upon PaySys with
         respect to such transactions. Delos shall pay any such amounts upon
         request of PaySys accompanied by evidence of imposition of such taxes.
         Notwithstanding the foregoing, in no event shall Delos be liable for
         taxes relating to PaySys' income. Delos shall not be responsible for
         payment of any interest or penalties in connection with the payment of
         any such taxes not caused by Delos, and Delos may protest the validity
         or amount of any such tax.

6.       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.

         (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


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                  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)      DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, NEITHER
         PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR
         DESCRIPTION, EITHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE
         VISIONPLUS TRADE SECRETS, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
         FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND EACH PARTY
         HEREBY DISCLAIMS THE SAME.

7.       LIABILITY LIMITATIONS; DISCLAIMER OF DAMAGES.

(a)      Liability Limitation. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO
         THE CONTRARY, EXCEPT FOR LIABILITY ARISING PURSUANT TO SECTIONS 8 AND
         9, THE CUMULATIVE AGGREGATE LIABILITY OF A PARTY AND ITS 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.

(b)      Disclaimer of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY
         HEREIN, EXCEPT FOR LIABILITY ARISING PURSUANT TO A BREACH OF DELOS'
         OBLIGATIONS SET FORTH IN SECTION 9 OR DAMAGES AWARDED TO A THIRD
         PERSON PURSUANT TO INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION
         8(b), IN NO EVENT SHALL EITHER PARTY, ITS 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 HAS BEEN ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGES.

(c)      Allocation of Risk. THE FOREGOING REPRESENTS AN EXPRESS ALLOCATION OF
         RISK. EACH PARTY ACKNOWLEDGES THAT EACH PARTY HAS ENTERED INTO THIS
         AGREEMENT IN RELIANCE UPON THE DISCLAIMERS SET FORTH


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         IN THIS AGREEMENT AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE
         BENEFIT OF THE BARGAIN BETWEEN THE PARTIES.

8.       INTELLECTUAL PROPERTY INFRINGEMENT ISSUES; INDEMNIFICATION.

(a)      Notice of Infringement Claims.

         (i)      If any civil, criminal, administrative or investigative action
                  or proceeding of any nature involving any claim of
                  infringement, misappropriation or violation of any patent,
                  copyright, trademark, trade secret, confidential information
                  or other intellectual property right relating to any of the
                  VisionPlus Trade Secrets or any portion thereof ("Infringement
                  Claim") is threatened or commenced by any third Person against
                  Delos, any Delos Affiliate or any Sublicensee with respect to
                  the use or possession of any of the VisionPlus Trade Secrets
                  or any portion thereof, Delos shall notify PaySys of the same
                  as promptly as practicable. After such notice, PaySys shall be
                  entitled, if it so elects in writing within ten (10) days
                  after PaySys' receipt of such notice, to control the defense,
                  investigation, settlement and compromise of such Infringement
                  Claim and to employ and engage attorneys of its choice to
                  handle and defend the same, at PaySys' sole cost and expense.
                  Delos, its Affiliates and any Sublicensee, as applicable,
                  shall cooperate in all reasonable respects with PaySys and its
                  attorneys in the investigation, trial, defense, settlement and
                  compromise of such Infringement Claim and any appeal arising
                  therefrom. Delos, its Affiliates and any Sublicensee, as
                  applicable, shall have the right to employ and engage separate
                  counsel and participate in the defense, investigation,
                  settlement and compromise of such Infringement Claim and to
                  consult with PaySys' counsel (it being agreed that PaySys
                  shall retain control of such defense, investigation,
                  settlement and compromise) but the fees and expenses of such
                  counsel shall be at Delos' sole cost and expense.

         (ii)     If PaySys does not assume full control over the defense,
                  investigation, settlement and compromise of any such
                  Infringement Claim, then PaySys may participate in such
                  defense, investigation, settlement and compromise at its sole
                  cost and expense, and Delos, its Affiliate or Sublicensee, as
                  applicable, shall defend, settle or compromise such
                  Infringement Claim in such manner as it may deem appropriate,
                  at the cost and expense of Delos, its Affiliate or
                  Sublicensee, as applicable; provided that Delos, its Affiliate
                  or any Sublicensee, as applicable, shall not settle or
                  compromise an Infringement Claim that involves a remedy other
                  than the payment of money by Delos or any Sublicensee, as
                  applicable, without the prior written consent of PaySys (which
                  consent shall not be unreasonably withheld or delayed),
                  including, any settlement or compromise involving any
                  admission, finding or the like relating to any of the
                  VisionPlus Trade Secrets, without the prior written consent of
                  PaySys.

(b)      Indemnification by Delos.

         (i)      Notwithstanding the provisions of Section 8(a), if any civil,
                  criminal, administrative or investigative action or proceeding
                  of the nature of an


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                  Infringement Claim is threatened or commenced by any third
                  Person against PaySys, its Affiliates and their respective
                  directors, officers, employees and agents (each an
                  "Indemnified Party," and collectively, "Indemnified Parties")
                  with respect to the use by Delos, any Delos Affiliate or any
                  Sublicensee, of any of the VisionPlus Trade Secrets or any
                  portion thereof, either during the Agreement term, or after
                  the termination of this Agreement, should Delos or any Delos
                  Affiliate continue to use any of the VisionPlus Trade Secrets
                  or any portion thereof in accordance with Section 11(e)(iv)
                  after such termination, then notice thereof shall be given to
                  Delos as promptly as practicable; provided, however, that any
                  delay by an Indemnified Party in giving such notice shall not
                  constitute a breach of this Agreement and shall not excuse
                  Delos' obligations under this Section 8(b) except to the
                  extent, if any, that Delos is prejudiced by such delay. Within
                  ten (10) days after such notice, Delos shall assume full
                  control over the defense, investigation, settlement and
                  compromise of any such Infringement Claim and shall employ and
                  engage attorneys of its choice reasonably acceptable to PaySys
                  to handle and defend the same, at Delos' sole cost and
                  expense. The Indemnified Party shall cooperate in all
                  reasonable respects with Delos and its attorneys in the
                  investigation, trial and defense of such Infringement Claim
                  and any appeal arising therefrom; provided however, that the
                  Indemnified Party or PaySys may, at its own cost and expense,
                  participate through its attorneys or otherwise, in such
                  investigation, trial, defense and settlement of such
                  Infringement Claim and any appeal arising therefrom. Delos
                  shall not settle or compromise any such Infringement Claim
                  that involves a remedy other than the payment of money without
                  the prior written consent of PaySys (which consent shall not
                  be unreasonably withheld or delayed), including, any
                  settlement or compromise involving any admission, finding or
                  the like relating to any of the VisionPlus Trade Secrets.

         (ii)     If Delos does not assume full control over the defense of an
                  Infringement Claim pursuant to Section 8(b)(i), then Delos may
                  participate in such defense, compromise, settlement and
                  investigation at its sole cost and expense, and the
                  Indemnified Party shall have the right to defend, settle or
                  compromise such Infringement Claim in such manner as it may
                  deem appropriate, at the sole cost and expense of Delos.

9.       CONFIDENTIALITY.

(a)      Obligations. Except as expressly authorized herein or by prior written
         consent of PaySys, Delos shall:

         (i)      limit access to the VisionPlus Trade Secrets received by it to
                  its employees, agents, representatives, and consultants who
                  have a need-to-know in connection with this Agreement and
                  Delos' obligations hereunder, and who are under written or
                  ethical obligations to maintain the confidentiality of Delos
                  confidential information, including the VisionPlus Trade
                  Secrets, which, in accordance with Section 9(a)(ii), are to be
                  treated as Delos' confidential information;


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         (ii)     advise its employees, agents, representatives and consultants
                  having access to the VisionPlus Trade Secrets of the
                  proprietary nature thereof and of the obligations set forth in
                  this Agreement and that such VisionPlus Trade Secrets are to
                  be treated as Delos' confidential information;

         (iii)    not disclose the VisionPlus Trade Secrets received by it to
                  third Persons;

         (iv)     use the VisionPlus Trade Secrets only for the performance of
                  Delos' obligations and the exercise of Delos' rights under
                  this Agreement;

         Delos shall be responsible for any unauthorized use or disclosure of
         the VisionPlus Trade Secrets by Delos, its Affiliates, and their
         respective employees, agents, representatives and consultants.

(b)      Exceptions to Confidentiality. Notwithstanding the foregoing Section
         9(a), Delos' obligations under Section 9(a) shall not apply to any of
         the VisionPlus Trade Secrets that Delos 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 Delos;

         (iii)    was received after disclosure to it from a third Person who
                  had a lawful right to disclose any of the VisionPlus Trade
                  Secrets to it;

         (iv)     was required to be disclosed to any regulatory body having
                  jurisdiction over Delos, its Affiliates and/or their
                  respective clients, provided that Delos, its Affiliates,
                  and/or their respective clients shall use reasonable efforts
                  to provide PaySys with prior notice thereof so that PaySys 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,
                  Delos, its Affiliates, and/or their respective clients shall
                  only disclose that portion of the VisionPlus Trade Secrets
                  which such party or parties is legally required to disclose;
                  or

         (v)      that disclosure is necessary by reason of legal, accounting or
                  regulatory requirements beyond Delos' reasonable control,
                  provided that Delos shall use all reasonable efforts to
                  provide PaySys with prior notice thereof so that PaySys 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,
                  Delos shall only disclose that portion of the VisionPlus Trade
                  Secrets which it is legally required to disclose.

10.      COVENANT NOT TO SOLICIT EMPLOYEES.

(a)      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


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         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 10(a) shall
         not apply to solicitations of a general nature or if any such employee
         approaches Delos with respect to any of the foregoing opportunities,
         provided, however, that if Delos or any of its Affiliates shall enter
         into any employment, independent contractor or other business
         relationship with (i) any independent contractor who provided services
         to PaySys or any of its Affiliates, or (ii) any employee of PaySys or
         any of its Affiliates in accordance with the preceding sentence, Delos
         or its Affiliate, as applicable, shall execute an agreement with each
         such former employee or independent contractor substantially in the
         form attached hereto in Schedule 10(a). Upon request by PaySys to
         Delos, Delos and its Affiliates, as applicable, shall provide PaySys
         with copies of each such agreement executed by each such independent
         contractor or former employee of PaySys or its Affiliates.

(b)      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 10(b) shall not apply to
         solicitations of a general nature or if any such employee approaches
         PaySys with respect to any of the foregoing opportunities.

11.      TERM; DEFAULT AND TERMINATION.

(a)      Term. This Agreement shall be effective as of the Effective Date and
         shall continue unless terminated as set forth herein.


(b)      Except as set forth in Section 11(c), if PaySys, Delos or any Delos
         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 12.

(c)      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.

(d)      PaySys may terminate this Agreement upon ninety (90) days notice to
         Delos if any third Person obtains a judgement or injunction against
         PaySys or any other Person with respect to the continued use or
         possession of any of the VisionPlus Trade Secrets.

(e)      If PaySys terminates this Agreement pursuant to Sections 11(c) or
         11(d):

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


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<PAGE>

         (ii)     Delos and its Affiliates shall promptly cease use of the
                  VisionPlus Trade Secrets and PaySys Confidential Information
                  and certify to PaySys the compliance with the foregoing;

         (iii)    the following provisions shall survive the termination of this
                  Agreement by PaySys pursuant to Sections 11(c) or 11(d) for
                  any reason: Sections 4, 5, 6(b), 7, 8, 9, 10(a), 11(e), 12 and
                  14; and

         (iv)     notwithstanding any termination of this Agreement pursuant to
                  Section 11(d), Delos and its Affiliates may continue to use
                  the VisionPlus Trade Secrets solely for the purpose, and
                  solely to the extent necessary for, continued support of
                  Sublicensees who are not Delos or Delos Affiliates.

(f)      If Delos terminates this Agreement pursuant to Section 11(c):

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

         (ii)     the following provisions shall survive the termination of this
                  Agreement by Delos pursuant to Section 11(c) for any reason:
                  Sections 2, 3 4, 5, 6(b), 7, 8, 9, 10(b), 11(f), 12, 13 and
                  14.

12.      DISPUTE RESOLUTION.

(a)      Subject to Section 12(b), any and all Disputes shall be resolved as
         provided in Schedule 12(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 12(a), if such
         submission seeks solely equitable relief from irreparable harm.

(c)      THE PARTIES CONSENT TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED
         STATES DISTRICT COURT FOR THE STATE OF FLORIDA AND OF ANY FLORIDA STATE
         COURT SITTING IN FLORIDA FOR ALL LITIGATION THAT MAY BE BROUGHT WITH
         RESPECT TO THE TERMS OF, AND THE TRANSACTIONS AND RELATIONSHIPS
         CONTEMPLATED BY, THIS AGREEMENT. THE PARTIES FURTHER CONSENT TO THE
         JURISDICTION OF ANY STATE COURT LOCATED WITHIN A DISTRICT THAT
         ENCOMPASSES ASSETS OF A PARTY AGAINST WHICH A JUDGMENT HAS BEEN
         RENDERED, EITHER THROUGH ARBITRATION OR THROUGH LITIGATION, FOR THE
         ENFORCEMENT OF SUCH JUDGMENT AGAINST THE ASSETS OF SUCH PARTY.

13.      RIGHTS IN BANKRUPTCY. PaySys agrees that if PaySys as a
         debtor-in-possession or a trustee in bankruptcy rejects this Agreement,
         Delos may elect to retain its 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 Delos to PaySys
         or


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<PAGE>

         the trustee in bankruptcy, PaySys or such trustee shall allow Delos to
         exercise its rights under this Agreement and shall not interfere with
         the rights of Delos as provided in this Agreement, provided that Delos
         continues to comply with the provisions of this Agreement.

14.      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 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


                                       11
<PAGE>

         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 14(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.

         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: (660) 564-8006
         Telecopy: (770) 857-0414


                                       12
<PAGE>

         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. Delos shall not export or re-export any of the VisionPlus Trade
         Secrets without appropriate United States and/or foreign government
         licenses, and Delos shall comply, and shall ensure that its
         sublicensees 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.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


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<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:
       -----------------------------              ------------------------------


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


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