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                                                                   EXHIBIT 10.50

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective this
15th day of February, 1999 (the "Effective Date") by and between CHERIE M.
FUZZELL (hereinafter referred to as "Employee") and NOVA CORPORATION, a Georgia
corporation ("NOVA").


                              W I T N E S S E T H :

         WHEREAS, NOVA, through its direct and indirect subsidiaries, is in the
business of providing credit card and debit card transaction processing services
and settlement services (including the related products and services of
automated teller machines and check guarantee services) to merchants, financial
institutions, independent sales organizations ("ISOs"), and other similar
customers (collectively, the "Business") throughout the United States;

         WHEREAS, NOVA, or its assigns, will continue to engage in the Business
throughout the United States (the "Territory");

         WHEREAS, NOVA desires that Employee work for NOVA, and Employee desires
to accept said employment, all as contemplated herein;

         NOW, THEREFORE, for and in consideration of his employment by NOVA
pursuant to this Agreement, the NOVA Confidential Information and Trade Secrets
(as hereafter defined) furnished to Employee by NOVA in order that he may
perform his duties under this Agreement, the mutual covenants and agreements
herein contained, and other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

         1. EMPLOYMENT OF EMPLOYEE. NOVA hereby employs Employee for a period
beginning as of the Effective Date and ending two (2) years thereafter (the
"Initial Term"), unless Employee's employment by NOVA is sooner terminated or
automatically renewed pursuant to the terms of this Agreement (Employee's
employment by NOVA pursuant to the terms of this Agreement shall hereinafter be
referred to as "Employment").

                  (a) Employee agrees to such Employment on the terms and
         conditions herein set forth and agrees to devote his reasonable best
         efforts to his duties under this Agreement and to perform such duties
         diligently and efficiently and in accordance with the directions of
         NOVA's Chief Executive Officer.

                  (b) During the term of Employee's Employment, Employee shall
         serve as Senior Vice President and General Counsel of NOVA. Employee
         shall be responsible primarily for such duties as are assigned to him,
         from time to time, by NOVA's Chief Executive Officer, which in any
         event shall be such duties as are customary for an officer in those
         positions.

                  (c) Employee shall devote substantially all of his business
         time, attention, and energies to NOVA's Business, shall act at all
         times in the best interests of NOVA, and shall not during the term of
         his Employment be engaged in any other business activity, whether or
         not such business is pursued for gain, profit, or other pecuniary
         advantage, or permit such personal interests as he may have to
         interfere with the performance of his duties hereunder. Notwithstanding
         the
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         foregoing, Employee may participate in industry, civic and charitable
         activities so long as such activities do not materially interfere with
         the performance of his duties hereunder.

         2. COMPENSATION. During the term of Employee's Employment and in
accordance with the terms hereof, NOVA shall pay or otherwise provide to
Employee the following compensation:

                  (a) Employee's annual salary during the term of his Employment
         shall be One Hundred ninety thousand and No/100 Dollars ($190,000)
         ("Base Salary"), with such increases (each, a "Merit Increase") as may
         from time to time be deemed appropriate by NOVA's Chief Executive
         Officer; provided, however, that so long as this Agreement remains in
         effect, Employee's Base Salary shall be reviewed annually by NOVA's
         Chief Executive Officer in each fiscal year, within a reasonable time
         following the availability of NOVA's financial statements for the
         preceding fiscal year. The Base Salary shall be paid by NOVA in
         accordance with NOVA's regular payroll practice. As used herein, the
         term "Base Salary" shall be deemed to include any Merit Increases
         granted to Employee.

                  (b) In addition to the Base Salary, Employee shall be eligible
         to receive annual bonus compensation ("Bonus Compensation") in the
         amount, and on the terms and conditions described in the Annual
         Incentive Compensation Schedule attached as Exhibit A (the "Incentive
         Compensation Plan"). Upon written request and subject to the terms and
         conditions set forth in this Section 2(b), Employee shall be entitled
         to elect to receive all or part of any Bonus Compensation payable to
         Employee under the Incentive Compensation Plan in shares of NOVA common
         stock, par value $.01 per share ("NOVA Stock"), valued on the basis of
         the closing price of NOVA Stock on the New York Stock Exchange on the
         date of Employee's request (or if such date is not a trading day, on
         the immediately preceding trading day); provided, however, that NOVA
         shall not be obligated to comply with Employee's request if (i) NOVA
         does not have shares of NOVA Stock available for issuance or (ii) the
         issuance of NOVA Stock to Employee would be impracticable or impede, in
         any respect, NOVA's ongoing business operations.

                  (c) NOVA may withhold from any benefits payable under this
         Agreement all federal, state, city or other taxes as shall be required
         pursuant to any law or governmental regulation or ruling.

         3. BENEFITS. During the term of Employee's employment, and for such
time thereafter as may be required by Section 7 hereof, NOVA shall provide to
Employee the following benefits:

                  (a) Medical Insurance. Employee and his dependents shall be
         entitled to participate in such medical, dental, vision, prescription
         drug, wellness, or other health care or medical coverage plans as may
         be established, offered or adopted from time to time by NOVA for the
         benefit of its employees and/or executive officers, pursuant to the
         terms set forth in such plans.

                  (b) Life Insurance. Employee shall be entitled to participate
         in any life insurance plans established, offered, or adopted from time
         to time by NOVA for the benefit of its employees and/or executive
         officers.


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                  (c) Disability Insurance. Employee shall be entitled to
         participate in any disability insurance plans established, offered, or
         adopted from time to time by NOVA for the benefit of its employees
         and/or executive officers.

                  (d) Vacations, Holidays. Employee shall be entitled to at
         least four (4) weeks of paid vacation each year and all holidays
         observed by NOVA.

                  (e) Stock Option Plans. Employee shall be eligible for
         participation in any stock option plan or restricted stock plan adopted
         by NOVA's Board of Directors or the Compensation Committee.

                  (f) Other Benefits. In addition to and not in any way in
         limitation of the benefits set forth in this Section 3, Employee shall
         be eligible to participate in all additional employee benefits provided
         by NOVA (including, without limitation, all tax-qualified retirement
         plans, non-qualified retirement and/or deferred compensation plans,
         incentive plans, other stock option or purchase plans, and fringe
         benefits) on the same basis as such are afforded to other executive
         officers of NOVA during the term of this Agreement.

                  (g) Terms and Provisions of Plans. NOVA agrees that it shall
         not take action (during the term of this Agreement or the "Continuation
         Period," as defined in Section 7(a)) to modify the terms and provisions
         of any such plan or arrangement so as to exclude only Employee and/or
         his dependents, either by excluding Employee and/or his dependents
         explicitly by name or by modifying provisions generally applicable to
         all employees and dependents so that only Employee and/or his
         dependents would be affected.

                  (h) Vesting of Rights. Upon the occurrence of the events set
         forth in Sections 7(e)(i)(A), 7(e)(i)(B) or 7(e)(i)(C) during the term
         of this Agreement, and regardless of whether Employee terminates this
         Agreement following such occurrence, and notwithstanding any provision
         to the contrary in any other agreement or document (including NOVA's
         applicable plan documents), all stock options, restricted stock, and
         other similar rights that have been granted to Employee and are not
         vested on the date of occurrence of such event shall become vested and
         exercisable immediately (collectively, the "Vested Rights") and as
         provided under the applicable plan or agreement, Employee shall have
         the continuing right to exercise any or all of the Vested Rights.

         4. PERSONNEL POLICIES. Employee shall conduct himself at all times in a
businesslike and professional manner as appropriate for a person in his position
and shall represent NOVA in all respects with good business and ethical
practices. In addition, Employee shall be subject to and abide by the policies
and procedures of NOVA applicable generally to personnel of NOVA, as adopted
from time to time.

         5. REIMBURSEMENT FOR BUSINESS EXPENSES. Employee shall be reimbursed,
on no less frequently than a monthly basis, for all out-of-pocket business
expenses incurred by him in the performance of his duties hereunder, provided
that Employee shall first document and substantiate said business expenses in
the manner generally required by NOVA under its policies and procedures.


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         6. TERM AND TERMINATION OF EMPLOYMENT.

                  (a) This Agreement shall be effective as of the Effective
         Date.

                  (b) Employee's Employment shall terminate immediately upon the
         discharge of Employee by NOVA for "Cause." For the purposes of this
         Agreement, the term "Cause," when used with respect to termination by
         NOVA of Employee's Employment hereunder, shall mean termination as a
         result of: (i) Employee's violation of the covenants set forth in
         Section 10 or 11; (ii) Employee's willful, intentional, or grossly
         negligent failure to perform his duties under this Agreement diligently
         and in accordance with the directions of NOVA; (iii) Employee's
         willful, intentional, or grossly negligent failure to comply with the
         decisions or policies of NOVA; or (iv) final conviction of Employee of
         a felony; provided, however, that in the event NOVA desires to
         terminate Employee's Employment pursuant to subsections (i), (ii), or
         (iii) of this Section 6(b), NOVA shall first give Employee written
         notice of such intent, detailed and specific description of the reasons
         and basis therefor, and thirty (30) days to remedy or cure such
         perceived breaches or deficiencies (the "Cure Period"); provided,
         however, that with respect only to breaches that it is not possible to
         cure within such thirty (30) day period, so long as Employee is
         diligently using his best efforts to cure such breaches or deficiencies
         within such period and thereafter, the Cure Period shall be
         automatically extended for an additional period of time (not to exceed
         sixty (60) days) to enable Employee to cure such breaches or
         deficiencies, provided, further, that Employee continues to diligently
         use his best efforts to cure such breaches or deficiencies. If Employee
         does not cure the perceived breaches or deficiencies within the Cure
         Period, NOVA may discharge Employee immediately upon written notice to
         Employee. If NOVA desires to terminate Employee's Employment pursuant
         to subsection (iv) of this Section 6(b), NOVA shall first give Employee
         three (3) days prior written notice of such intent.

                  (c) Employee's Employment shall terminate immediately upon the
         death of Employee.

                  (d) Employee's Employment shall terminate immediately upon
         thirty (30) days prior written notice to Employee if Employee shall at
         any time be incapacitated by reason of physical or mental illness or
         otherwise become incapable of performing the duties under this
         Agreement for a continuous period of one hundred eighty (180)
         consecutive days; provided, however, to the extent NOVA could, with
         reasonable accommodation and without undue hardship, continue to employ
         Employee in some other capacity after such one hundred eighty (180) day
         period, NOVA shall, to the extent required by the Americans With
         Disabilities Act, offer to do so, and, if such offer is accepted by
         Employee, Employee shall be compensated accordingly.

                  (e) Employee may terminate this Agreement, upon thirty (30)
         days prior written notice to NOVA (the "Notice Period"), in the event
         (i) there is a material diminution in Employee's duties and
         responsibilities such that they no longer reflect duties and
         responsibilities customary for an executive officer of a
         publicly-traded company; provided, however, that NOVA's change to a
         privately-held company (for example, as a result of acquisition) and
         the corresponding change in Employee's duties and responsibilities
         shall not, by itself, be sufficient to qualify as a "Responsibilities
         Breach"; (ii) Employee is required to relocate to an office that is
         more than thirty-five (35) miles from Employee's current office located
         at One Concourse


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         Parkway, Suite 300, Atlanta, Georgia 30328; (iii) there is a reduction
         in Employee's Base Salary payable under Section 2, an adverse change in
         the terms of the Incentive Compensation Plan, or a material reduction
         in benefits provided to Employee under Section 3 (whether occurring at
         once or over a period of time); or (iv) NOVA materially breaches this
         Agreement, (each of (i), (ii), (iii) and (iv) being referred to as a
         "Responsibilities Breach"), and NOVA fails to cure said
         Responsibilities Breach within the Notice Period; provided, however,
         that with respect only to breaches that it is not possible to cure
         within the Notice Period, so long as NOVA is diligently using its best
         efforts to cure such breaches within such Notice Period, the Notice
         Period shall be automatically extended for an additional period of time
         (not to exceed sixty (60) days) to enable NOVA to cure such breaches,
         provided, further, that NOVA continues to diligently use its best
         efforts to cure such breaches. Notwithstanding anything to the contrary
         in this Section 6(e), the Notice Period for any breach arising from the
         failure to pay compensation shall be five (5) days.

                  (f) Employee may terminate this Agreement at any time, without
         cause, upon thirty (30) days prior written notice to NOVA.

                  (g) NOVA may terminate this Agreement at any time, without
         cause, upon written notice to Employee.

                  (h) This Agreement shall automatically renew for successive
         one (1) year terms (each a "Renewal Term") unless either party hereto
         gives the other party hereto written notice of its or his intent not to
         renew this Agreement no later than one hundred eighty (180) days prior
         to the date the Initial Term, or the then-current Renewal Term, is
         scheduled to expire. Employee's Employment shall terminate upon
         termination or expiration of this Agreement.

         7. TERMINATION PAYMENTS.

                  (a) Upon termination of Employee's Employment, for whatever
         reason (other than termination for "Cause" pursuant to Section 6(b),
         termination by Employee pursuant to Section 6(f), expiration of this
         Agreement following notice of non-renewal by Employee pursuant to
         Section 6(h), or termination because Employee otherwise "quits" or
         voluntarily terminates his employment other than pursuant to Section
         6(e) (each, a "Termination Exclusion") (the effective date of such
         termination or expiration being referred to as the "Termination Date"),
         in addition to any amounts payable to Employee hereunder (including but
         not limited to accrued but unpaid Base Salary or accrued but unpaid
         Bonus Compensation), and any other benefits required to be provided to
         Employee and his dependents under contract and applicable law:

                           (i) NOVA shall pay Employee in cash an amount equal
                  to his "Annual Base Compensation" (as defined in Section 7(e))
                  (the "Severance Payment"). The Severance Payment shall be paid
                  in twelve (12) equal monthly payments, the first of which
                  shall be made on the first day of the calendar month following
                  the calendar month in which the Termination Date occurs;
                  provided, however, that if Employee's Employment is terminated
                  (other than by reason of a Termination Exclusion) within two
                  (2) years after a Change in Control of NOVA, NOVA shall pay
                  Employee the Severance Payment in one lump sum within thirty
                  (30) days of the Termination Date.


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                           (ii) NOVA shall pay Employee an amount (the
                  "Supplemental Payment") equal to (x) the amount of Bonus
                  Compensation payable to Employee for the calendar year
                  immediately preceding the year in which the Termination Date
                  occurs (the "Prior Bonus Amount") multiplied by (y) a
                  fraction, the numerator of which is the number of days
                  beginning on January 1st of the calendar year in which the
                  Termination Date occurs and ending on the Termination Date,
                  and the denominator of which is 365. The Supplemental Payment
                  shall be paid to Employee concurrently with the payment of the
                  Prior Bonus Amount; provided, however, that if the Prior Bonus
                  Amount has already been paid to Employee, the Supplemental
                  Payment shall be paid within 30 days of the Termination Date.
                  In the event the Termination Date occurs in the first calendar
                  year of Employee's employment, then the Supplemental Payment
                  shall equal the pro rata percentage (determined using the
                  fraction above) of the Bonus Compensation Employee would have
                  received for the calendar year in which the Termination Date
                  occurred had Employee remained employed for the entire
                  calendar year in which the Termination Date occurred, and the
                  Supplemental Payment shall be paid to Employee concurrently
                  with NOVA's payment of Bonus Compensation generally for such
                  calendar year.

                           (iii) Notwithstanding any provision to the contrary
                  in any other agreement or document (including but not limited
                  to NOVA's applicable plan documents), all stock options,
                  restricted stock and other similar rights that, as of the
                  Termination Date, have been granted to Employee shall become
                  vested and exercisable immediately upon notice of such
                  termination and, as provided under the applicable plan or
                  agreement, Employee shall have the continuing right to
                  exercise any or all of such rights.

                           (iv) Until the earlier to occur of (x) the expiration
                  of the Severance Period or (y) Employee becomes an employee of
                  another company providing Employee and his dependents with
                  medical, life and disability insurance (the period from the
                  Termination Date until such event being referred to herein as
                  the "Continuation Period"), NOVA shall provide to Employee and
                  his dependents the coverage for the benefits described in
                  Sections 3(a), (b) and (c); provided, however, such coverage
                  shall not be provided to the extent that such coverage is
                  generally provided through an insurance contract with a
                  licensed insurance company and such insurance company will not
                  agree to insure for such coverage.

         During the two (2) year period following the Termination Date (the
         "Severance Period"), Employee shall comply with the non-disclosure
         obligations and covenants not to solicit or compete set forth in
         Sections 10 and 11 below.

         For purposes of this Section 7(a), any accrued but unpaid Bonus
         Compensation shall be paid to Employee on the date that Bonus
         Compensation would have been payable under the Incentive Compensation
         Plan had termination of Employee's Employment not occurred.

                  (b) In the event Employee's Employment is terminated as a
         result of the Termination Exclusions identified in Section 7(a),
         Employee shall be paid his accrued but unpaid Base Salary and/or
         accrued but unpaid Bonus Compensation through the Termination Date, and
         any other benefits required to be provided to Employee and his
         dependents under contract and applicable law. In the event that
         Employee is entitled to receive Bonus Compensation under this Section
         7(b), such Bonus Compensation shall be paid on the date that Bonus
         Compensation would have


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         been payable under the Incentive Compensation Plan if termination of
         Employee's Employment had not occurred.

                  (c) In the event Employee's Employment is terminated as a
         result of one of the Termination Exclusions identified in Section 7(a),
         NOVA, at its sole option and its sole discretion and at any time within
         thirty (30) days of the Termination Date, may cause Employee to be
         obligated to comply with the non-disclosure obligations and covenants
         not to solicit or compete set forth in Sections 10 and 11 below for a
         period of one (1) or two (2) years following the Termination Date, as
         set forth below:

                           (i) By giving notice to Employee at any time within
                  thirty (30) days of the Termination Date of its intent to
                  exercise the "One Year Option" herein described, NOVA may
                  cause Employee to be obligated to comply with the
                  non-disclosure obligations and covenants not to solicit or
                  compete set forth in Sections 10 and 11 below for a period of
                  one (1) year following the Termination Date; provided,
                  however, that NOVA shall pay Employee an aggregate amount in
                  cash equal to Employee's then Base Salary in effect
                  immediately prior to the Termination Date multiplied by one
                  (1) (the "One Year Payment"). The One Year Payment shall be
                  paid by NOVA to Employee in twelve (12) equal monthly
                  payments, the first of which shall be made on the first day of
                  the calendar month following the calendar month in which the
                  Termination Date occurs. In the event NOVA exercises the One
                  Year Option, the one (1) year period following the Termination
                  Date shall be deemed the "Exclusion Period";

                           (ii) By giving notice to Employee any time within
                  thirty (30) days of the Termination Date of its intent to
                  exercise the "Two Year Option" herein described, NOVA may
                  cause Employee to be obligated to comply with the
                  non-disclosure obligations and covenants not to solicit or
                  compete set forth in Sections 10 and 11 below for a period of
                  two (2) years following the Termination Date; provided,
                  however, that NOVA shall pay Employee an aggregate amount in
                  cash equal to Employee's Base Salary in effect immediately
                  prior to the Termination Date multiplied by two (2) (the "Two
                  Year Payment"). The Two Year Payment shall be paid by NOVA to
                  Employee in twenty-four (24) equal monthly payments, the first
                  of which shall be made on the first day of the calendar month
                  following the calendar month in which the Termination Date
                  occurs. In the event NOVA exercises the Two Year Option, the
                  two (2) year period following the Termination Date shall be
                  deemed the "Exclusion Period".

                  (d) In the event of the death of Employee, all benefits and
         compensation hereunder shall, unless otherwise specified by Employee,
         be payable to, or exercisable by, Employee's estate.

                  (e) For purposes of this Agreement, the following terms shall
         be defined as follows:

                           (i) "Change in Control" shall mean:

                                    (A)      The acquisition (other than from
                                             NOVA) by any person, entity or
                                             "group", within the meaning of
                                             Section 13(d)(3) or 14(d)(2) of the
                                             Securities Exchange Act of 1934
                                             (the "Exchange Act")


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                                             (excluding, for this purpose, any
                                             employee benefit plan of NOVA or
                                             its subsidiaries which acquires
                                             beneficial ownership of voting
                                             securities of NOVA) of beneficial
                                             ownership (within the meaning of
                                             Rule 13d-3 promulgated under the
                                             Exchange Act) of 25% or more of
                                             either the then outstanding shares
                                             of NOVA Stock or the combined
                                             voting power of NOVA's then
                                             outstanding voting securities
                                             entitled to vote generally in the
                                             election of directors; or

                                    (B)      The consummation by NOVA of a
                                             reorganization, merger,
                                             consolidation, in each case, with
                                             respect to which the shares of NOVA
                                             voting stock outstanding
                                             immediately prior to such
                                             reorganization, merger or
                                             consolidation do not constitute or
                                             become exchanged for or converted
                                             into more than 50% of the combined
                                             voting power entitled to vote
                                             generally in the election of
                                             directors of the reorganized,
                                             merged or consolidated company's
                                             then outstanding voting securities,
                                             or a liquidation or dissolution of
                                             NOVA or of the sale of all or
                                             substantially all of the assets of
                                             NOVA; and

                                    (C)     The failure for any reason of
                                            individuals who constitute the
                                            Incumbent Board to continue to
                                            constitute at least a majority of
                                            the Board of Directors of NOVA.

                                    (i.e., either (A) and (C) or (B) and (C)
                                    must occur in order to constitute a Change
                                    in Control for purposes of this definition).

                           (ii) "Annual Base Compensation" means the greater of
                  (x) Employee's Base Salary in effect on the Termination Date,
                  or (y) the greatest Base Salary in effect during the calendar
                  year immediately prior to the calendar year in which the
                  Termination Date occurs.

                           (iii) "Incumbent Board" shall mean the members of the
                  Board of Directors of NOVA as of the Effective Date hereof and
                  any person becoming a member of the Board of Directors of NOVA
                  hereafter whose election, or nomination for election by NOVA's
                  shareholders, was approved by a vote of at least a majority of
                  the directors then comprising the Incumbent Board (other than
                  an election or nomination of an individual whose initial
                  assumption of office is in connection with an actual or
                  threatened election contest relating to the election of the
                  directors of NOVA, as such terms are used in Rule 14a-11 of
                  Regulation 14A promulgated under the Exchange Act).

         8. PRODUCTS, NOTES, RECORDS AND SOFTWARE. Employee acknowledges and
agrees that all memoranda, notes, records and other documents and computer
software created, developed, compiled, or used by Employee or made available to
him during the term of his Employment concerning or relative to the Business,
including, without limitation, all customer data, billing information, service
data, and other technical material of NOVA is and shall be NOVA's property.
Employee agrees to deliver without


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demand all such materials to NOVA within three (3) days after the termination of
Employee's Employment. Employee further agrees not to use such materials for any
reason after said termination.

         9.       ARBITRATION.

                  (a) NOVA and Employee acknowledge and agree that (except as
         specifically set forth in Section 9(d)) any claim or controversy
         arising out of or relating to Section 7 of this Agreement shall be
         settled by binding arbitration in Atlanta, Georgia, in accordance with
         the National Rules of the American Arbitration Association for the
         Resolution of Employment Disputes in effect on the date of the event
         giving rise to the claim or controversy. NOVA and Employee further
         acknowledge and agree that either party must request arbitration of any
         claim or controversy within one (1) year of the date of the event
         giving rise to the claim or controversy by giving written notice of the
         party's request for arbitration. Failure to give notice of any claim or
         controversy within one (1) year of the event giving rise to the claim
         or controversy shall constitute waiver of the claim or controversy.

                  (b) All claims or controversies subject to arbitration
         pursuant to Section 9(a) above shall be submitted to arbitration within
         six (6) months from the date that a written notice of request for
         arbitration is effective. All claims or controversies shall be resolved
         by a panel of three arbitrators who are licensed to practice law in the
         State of Georgia and who are experienced in the arbitration of labor
         and employment disputes. These arbitrators shall be selected in
         accordance with the National Rules of the American Arbitration
         Association for the Resolution of Employment Disputes in effect at the
         time the claim or controversy arises. Either party may request that the
         arbitration proceeding be stenographically recorded by a Certified
         Shorthand Reporter. The arbitrators shall issue a written decision with
         respect to all claims or controversies within thirty (30) days from the
         date the claims or controversies are submitted to arbitration. The
         parties shall be entitled to be represented by legal counsel at any
         arbitration proceedings.

                  (c) NOVA and Employee acknowledge and agree that the
         arbitration provisions in this Agreement may be specifically enforced
         by either party, and that submission to arbitration proceedings may be
         compelled by any court of competent jurisdiction. NOVA and Employee
         further acknowledge and agree that the decision of the arbitrators may
         be specifically enforced by either party in any court of competent
         jurisdiction.

                  (d) Notwithstanding the arbitration provisions set forth
         herein, Employee and NOVA acknowledge and agree that nothing in this
         Agreement shall be construed to require the arbitration of any claim or
         controversy arising under Sections 10 and 11 of this Agreement nor
         shall such provisions prevent NOVA from seeking equitable relief from a
         court of competent jurisdiction for violations of Sections 10 and 11 of
         this Agreement. These provisions shall be enforceable by any court of
         competent jurisdiction and shall not be subject to arbitration except
         by mutual written consent of the parties signed after the dispute
         arises, any such consent, and the terms and conditions thereof, then
         becoming binding on the parties. Employee and NOVA further acknowledge
         and agree that nothing in this Agreement shall be construed to require
         arbitration of any claim for workers' compensation or unemployment
         compensation.


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<PAGE>   10
10.      NONDISCLOSURE.

                  (a) NOVA Confidential Information. Employee acknowledges and
         agrees that because of his Employment, he will have access to
         proprietary information of NOVA concerning or relative to the Business
         (collectively, "NOVA Confidential Information") which includes, without
         limitation, technical material of NOVA, sales and marketing
         information, customer account records, billing information, training
         and operations information, materials and memoranda, personnel records,
         pricing and financial information relating to the business, accounts,
         customers, prospective customers, employees and affairs of NOVA, and
         any information marked "Confidential" by NOVA. Employee acknowledges
         and agrees that NOVA Confidential Information is and shall be NOVA's
         property. Employee agrees that during the term of his Employment,
         Employee shall keep NOVA Confidential Information confidential, and
         Employee shall not use NOVA Confidential Information for any reason
         other than on behalf of NOVA pursuant to, and in strict compliance
         with, the terms of this Agreement. Employee further agrees that during
         the Severance Period or the Exclusion Period, as applicable, Employee
         shall continue to keep NOVA Confidential Information confidential, and
         Employee shall not use NOVA Confidential Information for any reason or
         in any manner.

                  (b) Notwithstanding the foregoing, Employee shall not be
         subject to the restrictions set forth in subsection (a) of this Section
         10 with respect to information which:

                           (i) becomes generally available to the public other
                  than as a result of disclosure by Employee or the breach of
                  Employee's obligations under this Agreement;

                           (ii) becomes available to Employee from a source
                  which is unrelated to his Employment or the exercise of his
                  duties under this Agreement, provided that such source
                  lawfully obtained such information and is not bound by a
                  confidentiality agreement with NOVA; or

                           (iii) is required by law to be disclosed.

                  (c) Trade Secrets. Employee acknowledges and agrees that
         because of his Employment, he will have access to "trade secrets" (as
         defined in the Uniform Trade Secrets Act, O.C.G.A. Section 10-1-760, et
         seq. (the "Uniform Trade Secrets Act") of NOVA ("Trade Secrets").
         Nothing in this Agreement is intended to alter the applicable law and
         remedies with respect to information meeting the definition of "trade
         secrets" under the Uniform Trade Secrets Act, which law and remedies
         shall be in addition to the obligations and rights of the parties
         hereunder.

         11.      COVENANTS NOT TO SOLICIT OR COMPETE.

         Employee acknowledges and agrees that, because of his Employment, he
does and will continue to have access to confidential or proprietary information
concerning merchants, associate banks and ISOs of NOVA and shall have
established relationships with such merchants, associate banks and ISOs as well
as with the vendors, consultants, and suppliers used to service such merchants,
associate banks and ISOs. Employee agrees that during the term of his Employment
and continuing throughout the Severance Period or the Exclusion Period, as
applicable, Employee shall not, directly or indirectly, either individually, in


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partnership, jointly, or in conjunction with, or on behalf of, any person, firm,
partnership, corporation, or unincorporated association or entity of any kind:

                  (a) compete with NOVA in providing credit card and debit card
         transaction processing services within the Territory or (ii) otherwise
         associate with, obtain any interest in (except as a shareholder holding
         less than five percent (5%) interest in a corporation traded on a
         national exchange or over-the-counter), advise, consult, lend money to,
         guarantee the debts or obligations of, or perform services in either a
         supervisory or managerial capacity or as an advisor, consultant or
         independent contractor for, or otherwise participate in the ownership,
         management, or control of, any person, firm, partnership, corporation,
         or unincorporated association of any kind which is providing credit
         card and debit card transaction processing services within the
         Territory;

                  (b) solicit or contact, for the purpose of providing products
         or services the same as or substantially similar to those provided by
         NOVA in connection with the Business, any person or entity that during
         the term of Employee's Employment was a merchant, associate bank, ISO
         or customer (including any actively-sought prospective merchant,
         associate bank, ISO or customer) of NOVA and with whom Employee had
         material contact or about whom Employee learned material information
         during the last twelve (12) months of his Employment;

                  (c) persuade or attempt to persuade any merchant, associate
         bank, ISO, customer, or supplier of NOVA to terminate or modify such
         merchant's, associate bank's, ISO's, customer's, or supplier's
         relationship with NOVA if Employee had material contact with or learned
         material information about such merchant, associate bank, ISO, customer
         or supplier during the last twelve (12) months of his Employment; or

                  (d) persuade or attempt to persuade any person who (i) was
         employed by NOVA as of the date of the termination of Employee's
         Employment and (ii) is in a sales or management position with NOVA at
         the time of such contact, to terminate or modify his employment
         relationship, whether or not pursuant to a written agreement, with
         NOVA, as the case may be.

         12. NEW DEVELOPMENTS. Any discovery, invention, process or improvement
made or discovered by Employee during the term of his Employment in connection
with or in any way affecting or relating to the Business (as then carried on or
under active consideration) shall forthwith be disclosed to NOVA and shall
belong to and be the absolute property of NOVA; provided, however, that this
provision does not apply to an invention for which no equipment, supplies,
facility, trade secret information of NOVA was used and which was developed
entirely on Employee's own time, unless (a) the invention relates (i) directly
to the Business or (ii) to NOVA's actual or demonstrably anticipated research or
development; or (b) the invention results from any work performed by Employee
for NOVA.

         13. REMEDY FOR BREACH. Employee acknowledges and agrees that his breach
of any of the covenants contained in Sections 8, 10, 11 and 12 of this Agreement
would cause irreparable injury to NOVA and that remedies at law of NOVA for any
actual or threatened breach by Employee of such covenants would be inadequate
and that NOVA shall be entitled to specific performance of the covenants in such
sections or injunctive relief against activities in violation of such sections,
or both, by temporary or permanent injunction or other appropriate judicial
remedy, writ or order, without the necessity of proving actual damages. This
provision with respect to injunctive relief shall not diminish the right of NOVA
to claim and recover damages against Employee for any breach of this Agreement
in addition to


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<PAGE>   12
injunctive relief. Employee acknowledges and agrees that the covenants contained
in Sections 8, 10, 11 and 12 of this Agreement shall be construed as agreements
independent of any other provision of this or any other contract between the
parties hereto, and that the existence of any claim or cause of action by
Employee against NOVA, whether predicated upon this or any other contract, shall
not constitute a defense to the enforcement by NOVA of said covenants.

         14. REASONABLENESS. Employee has carefully considered the nature and
extent of the restrictions upon her and the rights and remedies conferred on
NOVA under this Agreement, and Employee hereby acknowledges and agrees that:

                  (a) the restrictions and covenants contained herein, and the
         rights and remedies conferred upon NOVA, are necessary to protect the
         goodwill and other value of the Business;

                  (b) the restrictions placed upon Employee hereunder are
         narrowly drawn, are fair and reasonable in time and territory, will not
         prevent him from earning a livelihood, and place no greater restraint
         upon Employee than is reasonably necessary to secure the Business and
         goodwill of NOVA;

                  (c) NOVA is relying upon the restrictions and covenants
         contained herein in continuing to make available to Employee
         information concerning the Business; and

                  (d) Employee's Employment places him in a position of
         confidence and trust with NOVA and its employees, merchants, associate
         banks, ISOs, customers, vendors and suppliers.

         15. INVALIDITY OF ANY PROVISION. It is the intention of the parties
hereto that the provisions of this Agreement shall be enforced to the fullest
extent permissible under the laws and public policies of each state and
jurisdiction in which such enforcement is sought, but that the unenforceability
(or the modification to conform with such laws or public policies) of any
provision hereof shall not render unenforceable or impair the remainder of this
Agreement which shall be deemed amended to delete or modify, as necessary, the
invalid or unenforceable provisions. The parties further agree to alter the
balance of this Agreement in order to render the same valid and enforceable. The
terms of the non-competition provisions of this Agreement shall be deemed
modified to the extent necessary to be enforceable and, specifically, without
limiting the foregoing, if the term of the non-competition is too long to be
enforceable, it shall be modified to encompass the longest term which is
enforceable and, if the scope of the geographic area of non-competition is too
great to be enforceable, it shall be modified to encompass the greatest area
that is enforceable. The parties further agree to submit any issues regarding
such modification to a court of competent jurisdiction if they are unable to
agree and further agree that if said court declines to so amend or modify this
Agreement, the parties will submit the issue of amendment or modification of the
non-competition covenants in this Agreement to binding arbitration in accordance
with the commercial arbitration rules then in effect of the American Arbitration
Association. Any such arbitration hearing will be held in Atlanta, Georgia, and
this Agreement shall be construed and enforced in accordance with the laws of
the State of Georgia, including this arbitration provision.

         16. FULL SETTLEMENT AND LEGAL EXPENSES. NOVA's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counter-claim, recoupment,
defense or other claim, right or action which NOVA may have against the Employee
or others. In no event shall the Employee be obligated to seek other employment
or


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<PAGE>   13
take any other action by way of mitigation of the amounts payable to the
Employee under any of the provisions of this Agreement. NOVA agrees to pay, to
the full extent permitted by law, all legal fees and expenses which the Employee
may reasonably incur as a result of any contest (regardless of the outcome
thereof) by NOVA or others of the validity or enforceability of, or liability
under, any provision of this Agreement or any guarantee of performance thereof
(including as a result of any contest by the Employee about the amount of any
payment pursuant to Section 7 of this Agreement), plus in each case interest at
the applicable federal rate provided for in Section 7872(f)(2) of the Code.

         17. APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Georgia.

         18. WAIVER OF BREACH. The waiver by NOVA of a breach of any provision
of this Agreement by Employee shall not operate or be construed as a waiver of
any subsequent breach by Employee.

         19. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of NOVA, its subsidiaries and affiliates, and their respective successors and
assigns. This Agreement is not assignable by Employee but shall be freely
assignable by NOVA.

         20. NOTICES. All notices, demands and other communications hereunder
shall be in writing and shall be delivered in person or deposited in the United
States mail, certified or registered, with return receipt requested, as follows:

                  (i)      If to Employee, to:

                           Cherie M. Fuzzell
                           969 Moore Club Place
                           Atlanta, Georgia 30319

                  (ii)     If to NOVA, to:

                           NOVA Corporation
                           One Concourse Parkway
                           Suite 300
                           Atlanta, Georgia  30328
                           Attention:  Edward Grzedzinski
                                          Chief Executive Officer

                           With a copy (which shall not constitute notice) to:

                           NOVA Corporation
                           One Concourse Parkway
                           Suite 300
                           Atlanta, Georgia  30328
                           Attention: Cherie M. Fuzzell
                                        General Counsel


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<PAGE>   14
         21. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties, and supersedes all other prior negotiations, commitments,
agreements and understandings (written or oral) between the parties with respect
to the subject matter hereof. It may not be changed orally but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, extension, or discharge is sought.

         22. INDEMNIFICATION. At all times during and after Employee's
Employment and the effectiveness of this Agreement, NOVA shall indemnify
Employee (as a director, officer, employee and otherwise) to the fullest extent
permitted by law and shall at all times maintain appropriate provisions in its
Articles of Incorporation and Bylaws which mandate that NOVA provide such
indemnification.

         23. SURVIVAL. The provisions of Sections 7, 8, 9, 10, 11, 12, 13, 14,
15, 16, 17, 20, 22 and 24 shall survive termination of Employee's Employment and
termination of this Agreement.

         24. WITHHOLDING. All payments required to be made by NOVA under this
Agreement will be subject to the withholding of such amounts, if any, relating
to federal, state and local taxes as may be required by law.


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<PAGE>   15
         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal as of the date first above shown.

                                        "EMPLOYEE":


                                        By:____________________________________
                                              Cherie M. Fuzzell



                                        "NOVA":

                                        NOVA CORPORATION


                                        By:_____________________________________
                                              Edward Grzedzinski
                                              Chairman, CEO and President


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