EMPLOYMENT AGREEMENT

         This  EMPLOYMENT  AGREEMENT  is made  effective  as of the  26th day of
February,   1998,  by  and  between  ELECTRONIC  PAYMENT  SERVICES,   INC.  (the
"Company"), a Delaware corporation, and Ruth Ann Marshall ("Executive").
         WHEREAS the Company desires to retain Executive's  services pursuant to
the terms of a written agreement, and Executive desires to provide such services
to the Company;
         NOW,  THEREFORE,  the parties,  intending to be legally  bound,  hereby
agree as follows: 1. Employment. The Company hereby agrees to continue to employ
Executive,  and Executive  hereby accepts such  employment and agrees to perform
Executive's  duties  and   responsibilities,   in  accordance  with  the  terms,
conditions and provisions  hereinafter set forth. 1.1. Employment Term. The term
of this Agreement shall commence on February 26, 1998 (the "Effective Date") and
shall  continue for an indefinite  period until  terminated  in accordance  with
Section 5 or Section 6 hereof.  The period  commencing as of the Effective  Date
and  ending on the date on which the term of  Executive's  employment  under the
Agreement shall terminate is hereinafter referred to as the "Employment Term".
         1.2.  Duties and  Responsibilities.  Executive shall serve as Executive
Vice  President  and Group  Executive  of the Company  and in such other  senior
positions,  if any, to which  Executive may be appointed  during the  Employment
Term. During the Employment Term,  Executive shall perform all duties and accept
all responsibilities  incident to such positions as may be assigned to Executive
by the  Company's  Board of  Directors  (the  "Board")  or the  Company's  Chief
Executive   Officer  (the  "CEO").   Executive  shall  have  the  authority  and
responsibility normally associated with such positions to which Executive may be
assigned, subject to the control of the Board and the CEO.
         1.3. Extent of Service. During the Employment Term, Executive agrees to
use   Executive's   best   efforts   to  carry  out   Executive's   duties   and
responsibilities  under  Section  1.2  hereof  and,  consistent  with the  other
provisions of this Agreement,  to devote  substantially all Executive's business
time, attention and energy thereto.  Except as provided in Section 3 hereof, the
foregoing  shall not be construed as preventing  Executive from making  minority
investments  in other  businesses or  enterprises,  from serving on corporate or
other  business  entity boards of directors or from serving in any charitable or
civic capacity provided that Executive agrees not to become engaged in any other
business activity which, in the reasonable  judgment of the Board or the CEO, is
likely to interfere with Executive's ability to discharge Executive's duties and
responsibilities to the Company.
         1.4. Base Salary. For all the services rendered by Executive hereunder,
the Company shall pay Executive a base salary ("Base Salary"), commencing on the
Effective Date, at the annual rate of $200,000,  payable in installments at such
times as the Company  customarily pays its other senior level executives (but in
any event no less often than monthly). Executive's Base Salary shall be reviewed
annually  for  appropriate  adjustment  (but shall not be reduced  below that in
effect on the Effective Date without  Executive's  written consent) by the Board
pursuant to its normal performance review policies for senior level executives.
         1.5.  Retirement and Benefit  Coverages.  During the  Employment  Term,
Executive  shall be  entitled to  participate  in all (a)  employee  pension and
retirement plans and programs ("Retirement Plans") and (b) welfare benefit plans
and programs ("Benefit Coverages"), in each case made available to the Company's
senior  level  executives  as a group  or to its  employees  generally,  as such
Retirement  Plans or  Benefit  Coverages  may be in  effect  from  time to time.
Executive shall also be covered by an individual  long-term disability insurance
policy  providing at least the level of coverage in effect for  Executive on the
Effective Date.
         1.6.  Reimbursement of Expenses and Dues; Vacation.  Executive shall be
provided with reimbursement of expenses related to Executive's employment by the
Company on a basis no less favorable than that which may be authorized from time
to time for senior level  executives as a group, and shall be entitled to annual
vacation and holidays in accordance with the Company's normal personnel policies
for senior level executives.
         1.7. Short-Term and Long-Term Incentive  Compensation.  Executive shall
be entitled to participate in any short-term or long-term incentive compensation
programs  established by the Company for its senior level executives  generally,
depending  upon  achievement  of  certain  individual  or  business  performance
objectives  specified and approved by the Board (or a Committee  thereof) in its
sole discretion.
         2. Confidential  Information.  All work products of Executive's efforts
on behalf  of or in  relation  to the  Company,  either on or off the  Company's
facilities,  during the Employment Term shall be disclosed to the Company, shall
be  exclusive  property  of the  Company  and  shall be used  for the  Company's
exclusive  benefit.  This shall apply to all inventions,  discoveries,  designs,
processes and improvements, and Executive shall cooperate fully with the Company
in realizing  such  benefits,  including  but not limited to obtaining  patents,
copyrights,  confidential  treatment or the means of  protecting  the  Company's
exclusive rights to such work products.
         Executive recognizes and acknowledges that, during the Employment Term,
Executive will also have access to, learn,  be provided with and, in some cases,
will  prepare  and  create  certain   confidential   and  proprietary   business
information,  work products and trade  secrets of the Company,  included but not
limited to client and customer  information and lists for the Company,  internal
organization  or business  structure  of the  Company,  financial  products  and
services of the Company, and work assignments or capabilities of any employee of
the Company (herein  collectively called the "Confidential  Materials"),  all of
which are of substantial value to the Company in its business.  Executive agrees
not to use or cause to be used for Executive's own benefit or for the benefit of
any third  parties or to disclose to any third party in any manner,  directly or
indirectly,  any of the Confidential Materials without the express prior written
consent of the Board, unless such information is in the public domain through no
fault of  Executive  or except when  required to do so by a court of law, by any
governmental  agency  having  supervisory  authority  over the  business  of the
Company or by any  administrative  or  legislative  body  (including a committee
thereof) with apparent  jurisdiction to order Executive to divulge,  disclose or
make  accessible  such  information,  in which case  Executive  will  inform the
Company in writing  promptly of such  required  disclosure,  but in any event at
least  five  business  days  prior  to  disclosure.   All  written  Confidential
Information (including,  without limitation, in any computer or other electronic
format) which comes into Executive's possession during the course of Executive's
employment shall remain the property of the Company.  Executive agrees to return
to the Company either before or immediately  upon the termination of Executive's
employment  with the Company,  any and all  Confidential  Materials which are in
tangible  form  including  electronic  or  software,  and any  other  documents,
equipment  and  materials of any kind relating in any way to the business of the
Company which are or may be in the possession,  custody and control of Executive
and which are or may be the property of the  Company,  whether  Confidential  or
not,  including  any and all copies  thereof  which may have been made by or for
Executive.  Except as required in the performance of Executive's  duties for the
Company, or unless expressly authorized in writing by the Board, Executive shall
not remove any written  Confidential  Information  from the Company's  premises,
except in connection with the performance of Executive's  duties for the Company
and in a manner consistent with the Company's  policies  regarding  Confidential
Information.  For the  purposes of this Section 2, the term  "Company"  shall be
deemed to include the Company and all Affiliates,  as defined in Section 6.1(a),
of the Company.
         3.       Non-Competition; Non-Solicitation.
                  (a) During  Executive's  employment  by the  Company and for a
period of one year after  Executive's  termination of employment for any reason,
Executive will not, except with the prior written consent of the Board, directly
or indirectly,  own, manage,  operate, join, control,  finance or participate in
the ownership,  management,  operation, control or financing of, or be connected
as an officer, director,  employee, partner,  principal, agent,  representative,
consultant or otherwise  with, or use or permit  Executive's  name to be used in
connection  with,  any business or  enterprise  which is engaged in any business
that is  directly  competitive  with any  business  or  enterprise  in which the
Company  is  engaged  at the  time of  Executive's  termination  of  employment.
Executive  acknowledges  that the Company  operates on a national  basis (in the
United  States)  and that this  covenant  of  Executive  can not be limited to a
service area in which the Company does business.
                  (b) The  foregoing  restrictions  shall  not be  construed  to
prohibit the  ownership by Executive of less than five percent (5%) of any class
of securities  of any  corporation  which is engaged in a  competitive  business
having a class of securities  registered pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act"),  provided that such ownership represents a passive
investment  and  that  neither  Executive  nor any  group of  persons  including
Executive  in any way,  either  directly  or  indirectly,  manages or  exercises
control of any such  corporation,  guarantees any of its financial  obligations,
otherwise  takes any part in its  business,  other than  exercising  Executive's
rights as a shareholder, or seeks to do any of the foregoing.
                  (c)  Executive   further  covenants  and  agrees  that  during
Executive's employment by the Company and for the period of one year thereafter,
Executive will not, directly or indirectly,  (i) solicit,  divert, take away, or
attempt to solicit, divert or take away, any of the Company's customers, or (ii)
encourage any customer to reduce its patronage of the Company.
                  (d)  Executive   further  covenants  and  agrees  that  during
Executive's employment by the Company and for the period of one year thereafter,
Executive  will not,  except with the prior written  consent of the Board or the
CEO,  directly or indirectly,  solicit or hire, or encourage the solicitation or
hiring of,  any person who was a  managerial  or higher  level  employee  of the
Company at any time during the term of Executive's  employment by the Company by
any employer other than the Company for any position as an employee, independent
contractor,  consultant or otherwise.  The foregoing covenant of Executive shall
not apply to any person after 12 months have elapsed  subsequent  to the date on
which such person's employment by the Company has terminated.
                  (e) For the  purposes  of this  Section 3, the term  "Company"
shall be deemed to include the Company and the Affiliates, as defined in Section
6.1(a), of the Company.
         4.       Equitable Relief.
                  (a) Executive  acknowledges  and agrees that the  restrictions
contained  in  Sections 2 and 3 are  reasonable  and  necessary  to protect  and
preserve  the  legitimate  interests,  properties,  goodwill and business of the
Company,  that the Company  would not have  entered  into this  Agreement in the
absence of such restrictions and that irreparable injury will be suffered by the
Company  should  Executive  breach  any of the  provisions  of  those  Sections.
Executive represents and acknowledges that (i) Executive has been advised by the
Company to consult  Executive's  own legal counsel in respect of this Agreement,
and (ii) that  Executive  has had full  opportunity,  prior to execution of this
Agreement, to review thoroughly this Agreement with Executive's counsel.
                  (b) Executive further acknowledges and agrees that a breach of
any of the restrictions in Sections 2 and 3 cannot be adequately  compensated by
monetary  damages.  Executive  agrees  that the  Company  shall be  entitled  to
preliminary and permanent  injunctive  relief,  without the necessity of proving
actual damages, as well as an equitable accounting of all earnings,  profits and
other  benefits  arising  from any  violation  of Sections 2 or 3 hereof,  which
rights  shall be  cumulative  and in addition to any other rights or remedies to
which the Company may be entitled.  In the event that any of the  provisions  of
Sections  2 or  3  hereof  should  ever  be  adjudicated  to  exceed  the  time,
geographic,  service,  or other  limitations  permitted by applicable law in any
jurisdiction,  it is the  intention of the parties that the  provision  shall be
amended  to the  extent  of the  maximum  time,  geographic,  service,  or other
limitations  permitted by applicable  law, that such amendment  shall apply only
within the  jurisdiction of the court that made such  adjudication  and that the
provision otherwise be enforced to the maximum extent permitted by law.
                  (c) If Executive breaches any of Executive's obligations under
Sections  2 or 3 hereof,  and such  breach  constitutes  "cause,"  as defined in
Section 5.3 hereof,  or would  constitute  cause if it had  occurred  during the
Employment  Term,  the Company shall  thereafter  remain  obligated only for any
benefits due in accordance  with the terms of any applicable  plans and programs
of the Company.
                  (d) Executive  irrevocably and unconditionally (i) agrees that
any suit,  action or other  legal  proceeding  arising  out of  Sections  2 or 3
hereof,  including without  limitation,  any action commenced by the Company for
preliminary and permanent  injunctive relief and other equitable relief,  may be
brought in the United States District Court for the District of Delaware,  or if
such court does not have  jurisdiction or will not accept  jurisdiction,  in any
court of general  jurisdiction  in  Wilmington,  Delaware,  (ii) consents to the
non-exclusive  jurisdiction  of any  such  court  in any such  suit,  action  or
proceeding,  and (iii)  waives any  objection  which  Executive  may have to the
laying  of venue of any such  suit,  action  or  proceeding  in any such  court.
Executive also  irrevocably and  unconditionally  consents to the service of any
process, pleadings,  notices or other papers in a manner permitted by the notice
provisions of Section 10 hereof.
                  (e) For the  purposes  of this  Section 4, the term  "Company"
shall be deemed to include the Company and the Affiliates, as defined in Section
6.1(a), of the Company.
         5. Termination. The Employment Term shall terminate upon the occurrence
of any one of the following events:
         5.1.  Disability.  The Company may  terminate  the  Employment  Term if
Executive   is  unable   substantially   to  perform   Executive's   duties  and
responsibilities hereunder to the full extent required by the Board by reason of
illness,  injury or incapacity for six consecutive  months, or for more than six
months in the aggregate during any period of twelve calendar  months;  provided,
however,  that the Company shall continue to pay  Executive's  Base Salary until
the Company acts to terminate the Employment Term. If the Company terminates the
Employment Term,  Executive shall be entitled to receive (i) any amounts earned,
accrued or owing but not yet paid under Section 1 above, (ii) a pro rata portion
of any Short-Term or Long-Term Incentive  Compensation  provided under a program
described  in Section 1.7 for the portion of the  performance  period  under any
such program that Executive participated prior to the end of the Employment Term
and (iii) any other  benefits  in  accordance  with the terms of any  applicable
plans and programs of the Company.  Otherwise, the Company shall have no further
liability or  obligation  to Executive for  compensation  under this  Agreement.
Executive agrees, in the event of a dispute under this Section 5.1, to submit to
a physical examination by a licensed physician selected by the Board.
         5.2.  Death.  The  Employment  Term  shall  terminate  in the  event of
Executive's  death.  In  such  event,  the  Company  shall  pay  to  Executive's
executors,  legal  representatives or administrators,  as applicable,  an amount
equal to the  installment  of  Executive's  Base Salary set forth in Section 1.4
hereof for the month in which  Executive dies. In addition,  Executive's  estate
shall be entitled to receive (i) any other amounts earned,  accrued or owing but
not yet paid under Section 1 above, (ii) a pro rata portion of any Short-Term or
Long-Term Incentive  Compensation  provided under a program described in Section
1.7 for the  portion  of the  performance  period  under any such  program  that
Executive  participated  prior to the end of the  Employment  Term and (iii) any
other benefits in accordance with the terms of any applicable plans and programs
of the  Company.  Otherwise,  the  Company  shall have no further  liability  or
obligation under this Agreement to Executive's executors, legal representatives,
administrators,  heirs or assigns or any other person  claiming under or through
Executive.
         5.3. Cause. The Company may terminate the Employment Term, at any time,
for  "cause"  upon  written  notice,  in which  event all  payments  under  this
Agreement shall cease, except for Base Salary to the extent already accrued, but
Executive  shall remain  entitled to any other  benefits in accordance  with the
terms of any applicable plans and programs of the Company.  For purposes of this
Agreement,  Executive's  employment  may be terminated  for "cause" if the Board
determines,  in the exercise of good faith and reasonable judgment,  that any of
the following has occurred:
                  (a)  Gross  negligence or willful misconduct by  Executive  in
the performance of Executive's duties for the Company; or
                  (b)  Executive  intentionally  and  materially  breached  this
Agreement,  which breach has not been cured within 30 days after written  notice
of the  breach  was  given  by the  Board to  Executive.  For  purposes  of this
Agreement,  an  act or  omission  on the  part  of  Executive  shall  be  deemed
"intentional"  only if it was not due  primarily  to an  error  in  judgment  or
negligence  and was done by Executive  not in good faith and without  reasonable
belief that the act or omission was in the best interest of the Company.
         5.4.     Termination Without Cause and Non-Renewal.
                  (a) The Company  may remove  Executive,  at any time,  without
cause from the position in which  Executive is employed  hereunder (in such case
the  Employment  Term shall be deemed to have ended) upon not less than 60 days'
prior written notice to Executive;  provided,  however,  that, in the event that
such  notice is given,  Executive  shall be under no  obligation  to render  any
additional  services to the Company and,  subject to the provisions of Section 3
hereof,  shall be  allowed  to seek  other  employment.  Upon any such  removal,
Executive shall be entitled to receive, as liquidated damages for the failure of
the Company to continue to employ  Executive,  only the amount due to  Executive
under the  Company's  then current  severance pay plan for  employees.  No other
payments  or  benefits  shall be due under  this  Agreement  to  Executive,  but
Executive  shall be entitled to any other benefits in accordance  with the terms
of any applicable plans and programs of the Company.
                  (b)  Notwithstanding  the provisions of Section 5.4(a), in the
event that  Executive  offers to execute,  and  executes  and does not revoke if
offered,  a written  release  upon such  removal,  termination  or  non-renewal,
substantially  in the form attached hereto as Annex 1, (the  "Release"),  of any
and all claims  against the Company and all related  parties with respect to all
matters  arising out of  Executive's  employment by the Company  (other than any
entitlements  under the  terms of this  Agreement  or under  any other  plans or
programs  of the  Company  in  which  Executive  participated  and  under  which
Executive has accrued a benefit), or the termination thereof, Executive shall be
entitled to receive,  in lieu of the payment described in Section 5.4(a),  which
Executive agrees to waive,
                           (i)      as liquidated damages for the failure of the
Company to continue to employ  Executive,  12 monthly cash payments,  commencing
within 30 days after the effective date of the removal or non-renewal,  equal to
one-twelfth of Executive's Base Compensation, as defined in Section 6.1 below;
                           (ii)     for a period equal to one year following the
end of the  Employment  Term,  Executive and  Executive's  spouse and dependents
shall be eligible for a continuation of those Benefit Coverages, as in effect at
the time of such  termination  or removal,  and as the same may be changed  from
time to time,  as if  Executive  had been  continued in  employment  during said
period or to receive cash in lieu of such benefits or premiums,  as  applicable,
where such Benefit  Coverages may not be continued  (or where such  continuation
would adversely  affect the tax status of the plan pursuant to which the Benefit
Coverage is provided) under applicable law or regulations;
                           (iii) any other amounts earned,  accrued or owing but
not yet paid under Section 1 above;  (iv) any other benefits in accordance  with
the terms of any applicable plans and programs of the Company; and
                           (v)    all options to purchase shares of common stock
of the  Company  previously  granted  to  Executive  shall  be 100%  vested  and
nonforfeitable and shall be exercisable until the earlier of (a) the last day of
the 36th month  following the removal,  termination  or  non-renewal  or (b) the
expiration of the original term of the option.
         5.5.  Voluntary  Termination.  Executive may voluntarily  terminate the
Employment  Term upon 30 days'  prior  written  notice for any  reason.  In such
event,  after the effective date of such termination,  no further payments shall
be due under this  Agreement  except  that  Executive  shall be  entitled to any
benefits due in accordance with the terms of any applicable plan and programs of
the Company.
         6.       Other Payments and Definitions.
         6.1.  Definitions.  For all purposes of this  Section 6, the  following
terms shall have the  meanings  specified in this Section 6.1 unless the context
otherwise clearly requires:
                  (a)  "Affiliate"  shall mean an "affiliate" as defined in Rule
12b-2 of the General Rules and Regulations under the Exchange Act.
                  (b) "Base  Compensation"  shall mean,  for the  calendar  year
immediately  preceding Executive's  Termination of Employment,  Executive's Base
Salary and Short-Term Incentive Compensation, as reported for federal income tax
purposes on Form W-2 for such  calendar  year,  together with any and all salary
reduction  authorized  amounts  under  any of the  Company's  benefit  plans  or
programs for such calendar year. "Base Compensation" shall not include the value
of any  Long-Term  Incentive  Compensation,  any stock  options or any  exercise
thereunder.
                  (c) "Change of Control" shall mean the happening of any of the
following:  1. Prior to any registration of the Company's shares of common stock
under Section 12 of the Securities Act of 1933:
                  (i) When any "person," as such term is used in Sections  13(d)
and 14(d) of the Exchange Act, other than the Company,  its  Affiliates,  or any
Company  employee  benefit  plan  (including  any trustee of such plan acting as
trustee),  is or becomes the "beneficial  owner" (as defined in Rule 13d-3 under
the  Exchange  Act),  directly  or  indirectly,  of  securities  of the  Company
representing  more than 50% of the combined  voting power of either (i) the then
outstanding  shares of common  stock of the  Company  (the  "Outstanding  Common
Stock") or (ii) the then outstanding  voting  securities of the Company entitled
to vote generally in the election of directors (the "Voting Securities"); or
                  (ii) Consummation by the Company of a  reorganization,  merger
or consolidation (a "Business Combination"), in each case, with respect to which
all or substantially all of the individuals and entities who were the respective
beneficial  owners  of  the  Outstanding  Common  Stock  and  Voting  Securities
immediately prior to such Business  Combination do not,  following such Business
Combination,  beneficially  own,  directly  or  indirectly,  more  than  50% of,
respectively,  the then  outstanding  shares  of common  stock and the  combined
voting  power  of the  then  outstanding  voting  securities  entitled  to  vote
generally in the election of directors,  as the case may be, of the corporation,
business trust or other entity  resulting from or being the surviving  entity in
such  Business  Combination  in  substantially  the  same  proportion  as  their
ownership  immediately  prior to such Business  Combination  of the  Outstanding
Common Stock and Voting Securities, as the case may be; or
                  (iii) Consummation of a complete liquidation or dissolution of
the  Company or sale or other  disposition  of all or  substantially  all of the
assets of the  Company  other  than to a  corporation,  business  trust or other
entity with respect to which, following such sale or disposition,  more than 50%
of,  respectively,  the then outstanding shares of common stock and the combined
voting  power  of the  then  outstanding  voting  securities  entitled  to  vote
generally  in the  election  of  directors,  as the case may be,  is then  owned
beneficially,  directly  or  indirectly,  by  all  or  substantially  all of the
individuals and entities who were the beneficial  owners,  respectively,  of the
Outstanding Common Stock and Voting Securities immediately prior to such sale or
disposition  in  substantially  the same  proportion  as their  ownership of the
Outstanding Common Stock and Voting Securities,  as the case may be, immediately
prior to such sale or disposition.
     2. After any  registration  of the  Company's  shares of common stock under
Section 12 of the Securities Act of 1933:
                  (i)      An event described in 1(i) above but substituting 20%
for 50%;
                  (ii)     An event described in 1(ii) or (iii) above; or
                  (iii)  Individuals who, as of the beginning of any twenty-four
month period,  constitute the Board (the  "Incumbent  Directors")  cease for any
reason to  constitute  at least a  majority  of the Board or cease to be able to
exercise the powers of the majority of the Board,  provided that any  individual
becoming a director subsequent to the beginning of such period whose election or
nomination for election by the Company's  stockholders was approved by a vote of
at least a majority of the directors  then  comprising  the Incumbent  Directors
shall be  considered  as though such  individual  were a member of the Incumbent
Directors,  but excluding,  for this purpose,  any such individual whose initial
assumption  of office is in  connection  with an actual or  threatened  election
contest  relating  to the  election of the Board (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act).
                  (d) "Exchange Act" shall mean the  Securities  Exchange Act of
1934.
                  (e)  "Good   Reason"  shall  mean  grounds  for  Executive  to
institute a Termination  of  Employment  with the Company (1) upon any reduction
(from the level in effect on the date of the Change of Control)  of  Executive's
compensation  or benefits  due  hereunder  or (2) after a Change of Control,  if
Executive is transferred,  without  Executive's  written consent,  to a location
that  is more  than 50  miles  from  Executive's  principal  place  of  business
immediately preceding the Change of Control.
                  (f)  "Termination  Date"  shall  mean the date of receipt of a
Notice of Termination of this Agreement or any later date specified therein.
                  (g) "Termination of Employment"  shall mean the termination of
Executive's  actual employment  relationship with the Company  occasioned by the
Company's action.
                  (h)  "Termination  upon a  Change  of  Control"  shall  mean a
Termination  of  Employment  upon or within two years  after a Change of Control
either (i)  initiated by the Company for any reason other than  Executive's  (w)
disability,  as defined in Section 5.1 hereof,  (x) death,  (y) retirement on or
after  attaining  age 65, or (z)  "cause," as defined in Section 5.3 hereof,  or
(ii) initiated by Executive for Good Reason.
         6.2.  Notice of Termination.  Any Termination  upon a Change of Control
shall be communicated by a Notice of Termination to the other party hereto given
in accordance with Section 10 hereof. For purposes of this Agreement,  a "Notice
of  Termination"  means a  written  notice  which  (i)  indicates  the  specific
termination provision in this Agreement relied upon, (ii) briefly summarizes the
facts  and  circumstances  deemed  to  provide  a  basis  for a  Termination  of
Employment and the applicable  provision  hereof,  and (iii) if the  Termination
Date is other than the date of receipt of such notice, specifies the Termination
Date  (which  date  shall  not be more  than 15 days  after  the  giving of such
notice).
         6.3.  Payments upon  Termination.  Subject to the provisions of Section
6.6 hereof,  in the event of Executive's  Termination  upon a Change of Control,
the Company agrees (a) in the event Executive  executes the Release  required by
Section  5.4(b),  to pay to Executive,  in a single cash payment,  within thirty
days after the Termination Date, (i) Executive's Base  Compensation,  as defined
in Section 6.1(b), and, in addition, all amounts, benefits and Benefit Coverages
described  in  Section  5.4(b)(ii),  (iii),  (iv),  and (v) or (b) in the  event
Executive fails or refuses to execute the Release required by Section 5.4(b), to
pay to  Executive,  in a single  cash  payment,  within  thirty  days  after the
Termination  Date,  the amount due under Section  5.4(a) above and, in addition,
all other amounts and benefits described in Section 5.4(a).
         6.4. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent
or limit Executive's  continuing or future  participation in or rights under any
benefit,  bonus,  incentive or other plan or program provided by the Company and
for which Executive may qualify;  provided,  however,  that if Executive becomes
entitled to and  receives all of the  payments  provided for in this  Agreement,
Executive  hereby  waives  Executive's  right  to  receive  payments  under  any
severance plan or similar program applicable to all employees of the Company.
         6.5 Shareholder  Approval. In the event that a Change of Control occurs
prior to any  registration of the Company's shares of common stock under Section
12 of the Securities Act of 1933, the Company covenants and agrees that it shall
obtain a favorable vote of more than 75% of its stockholders in order to satisfy
the requirements of Section  280G(b)(5)(B) of the Internal Revenue Code of 1986,
as amended (the "Code"),  in order to preclude the  limitations  of Section 280G
and the excise tax of Section 4999 from applying.
         6.6.     Certain Increase in Payments.  
After any  registration of the Company's shares of common stock under Section 12
of the  Securities  Act of 1933 or in the  event the  Company  is  breaches  its
obligation under Section 6.5:
                  (a)    Anything   in   this    Agreement   to   the   contrary
notwithstanding,  in the event that it shall be  determined  that any payment or
distribution by the Company to or for the benefit of Executive,  whether paid or
payable or distributed or distributable  pursuant to the terms of this Agreement
or otherwise (the  "Payment"),  would constitute an "excess  parachute  payment"
within the meaning of Section  280G of the  Internal  Revenue  Code of 1986,  as
amended  (the  "Code"),  Executive  shall  be paid  an  additional  amount  (the
"Gross-Up  Payment")  such  that the net  amount  retained  by  Executive  after
deduction  of any excise tax imposed  under  Section  4999 of the Code,  and any
federal,  state and local income and  employment tax and excise tax imposed upon
the Gross-Up Payment shall be equal to the Payment.  For purposes of determining
the amount of the  Gross-Up  Payment,  Executive  shall be deemed to pay federal
income tax and employment  taxes at the highest  marginal rate of federal income
and employment taxation in the calendar year in which the Gross-Up Payment is to
be made and  state  and  local  income  taxes at the  highest  marginal  rate of
taxation in the state and locality of Executive's  residence on the  Termination
Date, net of the maximum  reduction in federal income taxes that may be obtained
from the deduction of such state and local taxes.
                  (b) All  determinations  to be made under this Section 6 shall
be made by the Company's independent public accountant  immediately prior to the
Change of  Control  (the  "Accounting  Firm"),  which  firm  shall  provide  its
determinations and any supporting calculations both to the Company and Executive
within 10 days of the Termination Date. Any such determination by the Accounting
Firm shall be binding upon the Company and Executive. Within five days after the
Accounting Firm's determination,  the Company shall pay (or cause to be paid) or
distribute (or cause to be  distributed) to or for the benefit of Executive such
amounts as are then due to Executive under this Agreement.
                  (c) In the event that upon any audit by the  Internal  Revenue
Service,  or by a state or local  taxing  authority,  of the Payment or Gross-Up
Payment,  a change is finally  determined  to be required in the amount of taxes
paid by Executive,  appropriate  adjustments  shall be made under this Agreement
such that the net amount which is payable to Executive after taking into account
the  provisions  of  Section  4999 of the Code shall  reflect  the intent of the
parties as expressed in subsection  (a) above,  in the manner  determined by the
Accounting Firm.
                  (d) All of the fees and  expenses  of the  Accounting  Firm in
performing the determinations referred to in subsections (b) and (c) above shall
be borne  solely  by the  Company.  The  Company  agrees to  indemnify  and hold
harmless  the  Accounting  Firm of and  from  any and all  claims,  damages  and
expenses  resulting  from  or  relating  to  its   determinations   pursuant  to
subsections (b) and (c) above, except for claims,  damages or expenses resulting
from the gross negligence or willful misconduct of the Accounting Firm.
         7.  Survivorship.  The respective rights and obligations of the parties
under this Agreement shall survive any termination of Executive's  employment to
the  extent   necessary  to  the  intended   preservation  of  such  rights  and
obligations.
         8.  Mitigation.  Executive shall not be required to mitigate the amount
of any  payment or  benefit  provided  for in this  Agreement  by seeking  other
employment  or  otherwise  and there  shall be no  offset  against  amounts  due
Executive  under this Agreement on account of any  remuneration  attributable to
any subsequent employment that Executive may obtain.
         9.  Arbitration;  Expenses.  In the  event  of any  dispute  under  the
provisions of this  Agreement  other than a dispute in which the primary  relief
sought is an  equitable  remedy  such as an  injunction,  the  parties  shall be
required to have the dispute, controversy or claim settled by arbitration in the
City of Wilmington,  Delaware  accordance with National Rules for the Resolution
of Employment Disputes then in effect of the American  Arbitration  Association,
before a panel of  three  arbitrators,  two of whom  shall  be  selected  by the
Company and Executive,  respectively, and the third of whom shall be selected by
the other two arbitrators.  Any award entered by the arbitrators shall be final,
binding and nonappealable and judgment may be entered thereon by either party in
accordance  with  applicable  law in any court of competent  jurisdiction.  This
arbitration provision shall be specifically  enforceable.  The arbitrators shall
have no authority to modify any provision of this Agreement or to award a remedy
for a  dispute  involving  this  Agreement  other  than a  benefit  specifically
provided  under or by virtue of the  Agreement.  If  Executive  prevails  on any
material issue which is the subject of such arbitration or lawsuit,  the Company
shall be responsible for all of the fees of the American Arbitration Association
and the arbitrators and any expenses  relating to the conduct of the arbitration
(including  the  Company's  and  Executive's   reasonable  attorneys'  fees  and
expenses).  Otherwise,  each party  shall be  responsible  for its own  expenses
relating to the conduct of the arbitration (including reasonable attorneys' fees
and expenses) and shall share the fees of the American Arbitration Association.
         10. Notices. All notices and other communications required or permitted
under this Agreement or necessary or convenient in connection  herewith shall be
in writing and shall be deemed to have been given when hand  delivered or mailed
by registered or certified  mail, as follows  (provided that notice of change of
address shall be deemed given only when received):
         If to the Company, to:
                  Marcia E. Heister, General Counsel
                  Electronic Payment Services, Inc.
                  1100 Carr Road
                  Wilmington, DE 19809

         With a required copy to:
                  Morgan, Lewis & Bockius
                  2000 One Logan Square
                  Philadelphia, PA  19103-6993
                  Attention:  Robert J. Lichtenstein, Esquire

         If to Executive, to:
                  Ruth Ann Marshall
                  500 Rock Springs Road
                  Atlanta, GA 30324

or to such other names or addresses as the Company or Executive, as the case may
be, shall  designate by notice to each other person  entitled to receive notices
in the manner specified in this Section.
         11.      Contents of Agreement; Amendment and Assignment.
                  (a) This Agreement sets forth the entire understanding between
the parties  hereto  with  respect to the  subject  matter  hereof and cannot be
changed, modified, extended or terminated except upon written amendment approved
by the Board and  executed  on its behalf by a duly  authorized  officer  and by
Executive.
                  (b) All of the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be  enforceable  by the  respective
heirs, executors, administrators, legal representatives,  successors and assigns
of the parties hereto,  except that the duties and responsibilities of Executive
under this  Agreement  are of a personal  nature and shall not be  assignable or
delegatable  in whole or in part by  Executive.  The Company  shall  require any
successor  (whether  direct or  indirect,  by purchase,  merger,  consolidation,
reorganization  or  otherwise)  to all or  substantially  all of the business or
assets of the  Company,  by  agreement  in form and  substance  satisfactory  to
Executive,  expressly to assume and agree to perform this  Agreement in the same
manner and to the extent the  Company  would be  required  to perform if no such
succession had taken place.
         12.  Severability.  If any provision of this  Agreement or  application
thereof to anyone or under any  circumstances  is  adjudicated  to be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect any other  provision or application of this Agreement  which can be given
effect without the invalid or  unenforceable  provision or application and shall
not  invalidate or render  unenforceable  such  provision or  application in any
other jurisdiction. If any provision is held void, invalid or unenforceable with
respect to particular circumstances,  it shall nevertheless remain in full force
and effect in all other circumstances.
         13. Remedies Cumulative; No Waiver. No remedy conferred upon a party by
this  Agreement is intended to be exclusive  of any other  remedy,  and each and
every such  remedy  shall be  cumulative  and shall be in  addition to any other
remedy  given under this  Agreement  or now or  hereafter  existing at law or in
equity. No delay or omission by a party in exercising any right, remedy or power
under this  Agreement  or existing at law or in equity  shall be  construed as a
waiver  thereof,  and any such right,  remedy or power may be  exercised by such
party from time to time and as often as may be deemed  expedient or necessary by
such party in its sole discretion.
         14.  Beneficiaries/References.  Executive  shall  be  entitled,  to the
extent permitted under any applicable law, to select and change a beneficiary or
beneficiaries  to  receive  any  compensation  or  benefit  payable  under  this
Agreement  following  Executive's  death by giving the  Company  written  notice
thereof.  In the  event of  Executive's  death or a  judicial  determination  of
Executive's  incompetence,  reference in this  Agreement  to Executive  shall be
deemed, where appropriate, to refer to Executive's beneficiary,  estate or other
legal representative.
         15. Miscellaneous.  All section headings used in this Agreement are for
convenience only. This Agreement may be executed in counterparts,  each of which
is an original.  It shall not be necessary in making proof of this  Agreement or
any counterpart hereof to produce or account for any of the other counterparts.
         16. Withholding.  The Company may withhold from any payments under this
Agreement  all  federal,  state and local  taxes as the  Company is  required to
withhold pursuant to any law or governmental rule or regulation. Executive shall
bear all expense of, and be solely responsible for, all federal, state and local
taxes due with respect to any payment received under this Agreement.
         17.  Governing Law. This Agreement shall be governed by and interpreted
under the laws of the state of Delaware without giving effect to any conflict of
laws provisions.
         18.  Establishment of Trust. The Company has established an irrevocable
trust fund  pursuant to a trust  agreement  to hold assets to satisfy any of its
obligations  under certain  employee  benefit plans and shall use such trust, in
the event of a Change of  Control  or in the event  that a Change of  Control is
imminent,  as  defined in that  trust,  to satisfy  its  obligations  under this
Agreement.  Funding  of such  trust  fund  shall be  subject to the terms of the
agreement pursuant to which the trust was established.
         19.  Prior  Agreements.  Any prior  agreement  between  the Company and
Executive regarding Executive's  employment by the Company is superseded by this
Agreement and shall be terminated and of no further force or effect.
         IN WITNESS  WHEREOF,  the  undersigned,  intending to be legally bound,
have executed this Agreement as of the date first above written.

Attest:                                 ELECTRONIC PAYMENT SERVICES, INC.


By:/s/Marcia E. Heister                 By:/s/Richard N. Garman
   ----------------------------------      ----------------------------------
              Secretary                            Richard N. Garman
                                        President and Chief Executive Officer


                                        Accepted:/s/Ruth Ann Marshall
                                                 ----------------------------
                                                 Ruth Ann Marshall