EXHIBIT 10.12

                         GLOBAL MASTER SERVICE AGREEMENT

Customer:

Name: Digital Courier Technologies, Inc.          Phone:
      ----------------------------------                ------------------------
City: Park City                               State: Utah             Zip: 84060
      ----------------------------------             ----------------      -----

Subject to the terms and conditions of this Service  Agreement and such exhibits
or attachments as may now or hereafter be attached hereto, please enter my order
for Global Payment Systems LLC's ("Global")  electronic data processing Services
or Systems  (collectively the "Services") for an initial term of five (5) years.
This agreement replaces any prior agreement between these two companies or their
predecessor companies.

Customer:

Digital Courier Technologies, Inc.                    Global Payment Systems LLC

By: /s/ James Egide                          By: /s/ Suellyn P. Tomay
-------------------                          ------------------------
Typed Name: James Egide                      Typed Name: Suellyn P. Tomay

Title: Chief Executive Officer               Title: Vice President & Acting
                                                    General Counsel
Date: 5-31-2000O                             Date:

Address:                                     Address:
P.O. Box 8000
136 Heber Ave., Suite 204                    Four Corporate Square
Park City, Utah                              Atlanta, GA 30329-2010
Attention: James Egide                       Attention: Office of Corporate
                                                        Secretary

                              TERMS AND CONDITIONS
                              --------------------

1. GLOBAL  SERVICES:  According  to the terms of this  Agreement  ("Agreement"),
Global will furnish  Customer with the Services  described in Exhibit A, Service
Description,  attached hereto and incorporated  herein by reference.  Additional
requested  Services,  if  available,  will be  furnished  to Customer  under the
general terms and  conditions of this  Agreement and in accordance  with pricing
established by Global for such additional  Services.  Customer will purchase all
of the  requirements  of Customer for all  information  technology  services and
applications described herein.

2. CHARGES: Charges for the Services shall be as set forth in Exhibit B, Service
Pricing  Schedule.  The amount of usage of  Services  to be paid for by Customer


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shall be that amount recorded by Global's computer system. Charges for requested
Services  for which there is no  published  rate shall,  in the absence of prior
written agreement, be at a reasonable rate as determined by Global. In addition,
Customer  will be charged  an amount  equal to any  taxes,  however  designated,
levied or based on any of the above  referred to charges or Services,  including
State and local taxes paid or payable by Global, excluding any federal, State of
local taxes based on Global's net income.

Customer hereby authorizes Global to charge Customer's  checking account monthly
for all charges  incurred by Customer,  including any charges incurred by Global
on Customer's behalf, for Customer's use of the Services as provided for in this
Agreement.  Prior to the account  being  debited,  Global  will send  Customer a
statement  detailing  the  amount  to  be  debited  to  Customer's  account.  If
Customer's  checking  account  contains  insufficient  funds to accommodate such
debit,  Customer  authorizes  Global to charge  its  checking  account a one and
one-half percent (1 %) per month service charge on all amounts that are not paid
on the due date.  All payments  shall be made in United States  dollars.  In the
event that any amount due  hereunder  is not  timely  paid as  provided  herein,
Global may,  in  addition  to any other right or remedy  which it may have under
this  Agreement or at law,  terminate  this  Agreement and Customer's use of the
Services  if  Customer  does not effect  payment in full within ten (10) days of
Global's  written demand  therefor.  Customer agrees to reimburse Global for all
costs and expenses,  including reasonable attorney's fees, incurred by Global in
enforcing collection of any moneys due it under this Agreement.

3. TERM AND TERMINATION:
   --------------------

a. This Agreement shall remain in full force and effect for the initial term set
   forth  on the  cover  page,  beginning  upon  the date  Global  executes  the
   Agreement,  and shall be  automatically  extended for successive one (1) year
   periods  on the same  terms and  conditions  expressed  herein,  or as may be
   amended,  unless  either  party  gives  the  other  party  written  notice of
   termination  at  least  one  hundred  and  eighty  (180)  days  prior  to the
   expiration  of the  initial  term  or any  extensions  or  renewals  thereof.
   Termination of this Agreement  shall not terminate  Customer's  obligation to
   pay  Global  for  all  services   performed  under  the  Agreement  prior  to
   discontinuance of performance by Global due to termination.

b. Except as provided  in  Paragraph  2 above,  in the event that  either  party
   hereto fails in the performance of its obligations  hereunder or breaches the
   terms or conditions hereof, the other party may, at its option,  give written
   notice  to the  party  which  has  failed to  perform  or has  breached  this
   Agreement of its intention to terminate this Agreement  unless such breach or
   failure in  performance  is remedied  within  sixty (60) days of such notice.
   Failure to remedy such a breach shall make this Agreement terminable,  at the
   option of the  aggrieved  party,  at the end of such  sixty  (60) day  period
   unless notification is withdrawn.

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c. In the event that Customer becomes or is declared  insolvent or bankrupt,  is
   the subject of any proceedings related to its liquidation, insolvency, or for
   the appointment of a receiver,  conservator, or similar officer for it, makes
   an assignment for the benefit of all or  substantially  all of its creditors,
   or enters into an agreement for the composition,  extension,  or readjustment
   of all or substantially all of its obligations, then the liquidator, trustee,
   receiver,  conservator,  new owner, manager, or other agent or representative
   shall  have  sixty  (60) days to notify  Global  that it is  terminating  the
   Agreement as of a date within such sixty (60) day period. If Global is not so
   notified,  this Agreement shall not be terminated,  but shall continue on all
   of the terms and conditions stated herein, including, without limitation, the
   payment  terms  specified in Section 2. All Services  provided to Customer by
   Global  pursuant  to this  Agreement  shall be  deemed  to be  administrative
   expenses  in  the  event  of  Customer's  insolvency  or  bankruptcy  or  the
   appointment of a receiver, conservator, or similar officer for Customer.

d. In the event that Global terminates this Agreement  pursuant to Sections 3(b)
   or 3(c)  hereof  or that  Customer  terminates  this  Agreement  in breach of
   Section 3(a) hereof,  the parties agree that Global's damages  resulting from
   the breach will be difficult if not impossible to ascertain. Such damages may
   include without limitation  deconversion costs,  personnel and administrative
   costs, dedicated computer time, equipment,  office space, supplies,  printing
   and  microfiche  costs,  telecommunications,  audit  costs,  training  costs,
   software,  damages to contracts and leases with third parties,  lost profits,
   and maintenance costs.

   If Global  terminates this Agreement  pursuant to Section 3(b) or 3(c) hereof
   or if Customer  terminates  this  Agreement in breach of Section 3(a) hereof,
   then in lieu of all other damages to which Global may be entitled, except for
   payment  obligations for Services already provided  hereunder (or that Global
   may continue to provide),  which shall be an additional cost,  Customer shall
   remit to Global  within  thirty  (30) days of the date of the  termination  a
   termination fee equal to the sum of the following:

   (i)  One  Hundred  percent  (100%)  of  the  costs  (both  out-of-pocket  and
        internal) of Global incurred in connection with such termination; and

   (ii) Fifty  percent  (50%) of the revenues  Global would have received in the
        absence of such  termination,  which  revenues  shall be  calculated  by
        multiplying (A) the average of the monthly  revenues  received by Global
        pursuant to this  Agreement in the preceding six (6) months,  by (B) the
        number  of  months  remaining  before  the  expiration  date of the then
        current term.

   The  termination  fees  provided for herein are hereby  agreed by the parties
   hereto to be a reasonable amount of liquidated damages to compensate Global

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   for its termination  expenses,  lost profits, and all other damages under the
   circumstances in which such termination fees would be payable.

4. CHANGE OF CHARGES:  Global  shall have the right to change the prices for any
of the  Services  at any time on or after the  expiration  of the  first  year's
anniversary  date of this  Agreement  upon not less than  thirty (30) days prior
written notice to Customer.  Such new price shall be guaranteed to remain at the
same level for a period of two (2) years from the effective date of such change.

Notwithstanding the above requirements,  Global shall have the right to increase
the fees and charges paid by Customer to offset any increase in rates charged by
the communications common carriers and/or equipment providers. Any such increase
shall become  effective on the same day as the increase in rates  charged by the
communications common carrier and/or equipment providers becomes effective.

Further  notwithstanding the above requirements,  Global shall have the right to
increase  such fees and charges to offset any increase to Global in the costs of
providing the Services  hereunder or if any change in the rules,  regulations or
operating procedures of any payment system sponsoring  organization  (including,
without limitation,  MasterCard,  VISA, Diner's,  American Express,  Discover or
JCB) or any cognizant Federal,  State or local governmental agency or regulatory
authority  results  in such  cost  increase.  Any  such  increase  shall  become
effective as of the date on which Global notifies Customer of such increase.

5. USE OF THE  SERVICES:  Customer  agrees to utilize the Services in accordance
with this Agreement,  its exhibits or attachments and Global's  instructions and
specifications  and to  provide  Global  with the  necessary  data in the proper
format to enable  Global to properly  furnish the Services.  Customer  agrees to
provide  Global with at least  sixty (60) days  written  notice of any  proposed
changes in method of employment of the Services which could  significantly alter
the volume.

Customer  agrees to comply with all  operating  instructions  pertaining  to the
Services as issued by Global from time to time. In order to continuously improve
the  efficiency and quality of the Services,  Global  reserves the right to make
such software,  hardware,  and operational  changes as it shall  reasonably deem
necessary and Customer  shall be notified of any changes  affecting the Services
to Customer.  Customer acknowledges that Global shall provide the Services using
such  software,  whether  owned by  Global  or  others,  as  Global  in its sole
discretion determines appropriate.

Customer is solely  responsible for providing,  installing,  and maintaining all
telecommunications  lines and equipment,  including terminals and control units,
data lines,  and any other  equipment as Global may require to perform  services
hereunder.  Customer shall bear the complete responsibility  including,  but not
limited to, the costs of procurement,  operation,  installation, and maintenance

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of such equipment,  although Global may, at Customer's request,  advise Customer
in the selection  process.  If authorized by Customer,  Global shall arrange for
and coordinate  installation  of such equipment in conjunction  with  Customer's
conversion  to Global's  Systems for a mutually  agreeable  fee.  All  equipment
provided by Customer shall be acceptable to Global.

Customer  will  distribute,   inspect,  and  review  all  reports  created  from
information  transmitted or delivered by Global and reject all incorrect reports
within  three (3)  business  days after  receipt  thereof for daily  reports and
within  five (5)  business  days  after  receipt  thereof  for other  than daily
reports.  Notwithstanding  the foregoing  time limits,  Customer  shall promptly
inform Global of any errors,  deficiencies,  or irregularities  reflected in any
such  statements  that  Customer  discovers.  Failure  to so reject  any  report
collected from such information shall constitute acceptance thereof.

Customer's electronic data processing system, if any, shall be administered in a
manner compatible with Global's Systems.  Customer will cooperate with Global to
accommodate any reasonable  changes or  modifications  to Global's Systems which
may occur from time to time.

Customer  will (i) comply with (A) all  applicable  state and  federal  laws and
regulations  `and shall be solely  responsible for compliance with Regulation Z,
Fair Credit  Reporting  Act,  or any other  state or federal  law or  regulation
governing  Customer's   relationship  with  its  cardholders  or  merchants  (B)
applicable by-laws and regulations of VISA U.S.A.,  Inc., Visa International and
MasterCard International  Incorporated,  and (C) Global's operating policies and
procedures  set  forth in the  documentation  or  otherwise,  as the same may be
modified  from time to time by Global,  (ii) use  written  material,  advice and
technical information provided by Global in connection with the Services,  (iii)
effect all  collections of its accounts,  (iv) bear all losses from  uncollected
accounts,  all costs or expenses  incurred in connection  with the collection of
accounts,  and costs or  expenses  incurred in  connection  with  accounts  with
respect to which there is any  controversy,  claim, or dispute,  and (v) arrange
for such action as may be appropriate or necessary because of misuse or abuse in
the use of any account  opened or accepted by it, and other terms and conditions
applicable to transactions effected through it.

Customer is responsible for the quality and accuracy of all data input to Global
and will insure that such data is  organized  in the proper  input  sequence and
format as specified  by Global.  Any data  submitted by Customer for  processing
which is  incorrect,  illegible,  or  otherwise  not in  proper  form may be, at
Global's option,  returned to Customer for correction before processing.  In the
event Customer fails to furnish its data to Global in the form and in accordance
with the  schedule  agreed  upon,  Global  will use all  reasonable  efforts  to
reschedule  and process the work as promptly as  possible,  it being  understood
that  all  expenses  to  Global  occasioned  by such  failure  will be  borne by
Customer.

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6. OWNERSHIP OF PROGRAMS: Customer agrees that the Systems (which are defined as
the  computer  programs,  including  without  limitation,   software,  firmware,
application programs, operating systems, files, and utilities and (2) supporting
documentation for such computer programs,  including without  limitation,  input
and  output  formats,  program  listings,   narrative  descriptions,   operating
instructions and programming instructions, and (3) any tangible media upon which
such programs are recorded,  including without limitation,  chips, tapes, disks,
any diskettes and which includes all changes,  additions and/or  enhancements to
any of the  foregoing)  supplied  or made  available  to it by Global or used by
Global to provide the Services are the exclusive property of Global, its agents,
suppliers, or contractors.  Customer further agrees that the Systems or any part
thereof  will not be copied or used in any manner or for any purpose  other than
that  specifically  authorized  by  this  Agreement  and  shall  not be  used in
connection  with the systems or services of any entity  other than  Global.  The
Systems and all computer tapes, disks, programs, specifications and enhancements
developed  in  connection  with the  Services  are and shall remain at all times
during and after the term of this  Agreement the  exclusive  property of Global.
Customer  hereby  assigns all its rights,  title and  interest,  if any, in such
tapes, disks,  programs,  specifications and enhancements to Global. This clause
shall survive the termination of this Agreement.

7. LIMITATION OF LIABILITY:

a. Global  shall not be liable  for  failure  to provide  the  Services  if such
   failure is due to any cause or condition beyond its reasonable control.  Such
   causes or  conditions  shall include but shall not be limited to, acts of God
   or of the public  enemy,  acts of the  Government  in either its sovereign or
   contractual  capacity,  fires, floods,  epidemics,  quarantine  restrictions,
   strikes, shortages of labor or materials, freight embargoes, unusually severe
   weather, electrical power failures,  telecommunication failures,  unavoidable
   delays, or other similar causes beyond Global's control and Global shall have
   no  liability  for  losses,  expenses  or  damages,   ordinary,   special  or
   consequential  resulting directly or indirectly from such causes. If Global's
   failure to provide the Services is caused by the default of a  subcontractor,
   and if such  default  arises out of causes  beyond the control of both Global
   and the  subcontractor,  Global  shall not be liable  unless the  supplies or
   Services to be  furnished by the  subcontractor  were  obtainable  from other
   sources on  commercially  reasonable  terms and in sufficient  time to permit
   Global to fulfill its obligations hereunder.

b. Global  agrees to use its  commercially  reasonable  efforts  at all times to
   provide prompt and efficient services; however, Global makes no warranties or
   representations  regarding the Services except as specifically stated in this
   Paragraph 7.b. Global shall use due care in providing the Services  hereunder
   and agrees that it will,  at its  expense,  correct any errors  which are due
   solely to malfunction of Global's  computers,  operating systems or programs,
   or errors by Global's  employees  or agents.  Correction  shall be limited to

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   rerunning  of the job or jobs  and/or  recreating  of data or program  files.
   Global  shall not be  responsible  in any manner for errors or failures of or
   errors in proprietary  systems and programs  other than those of Global,  nor
   shall  Global be liable for errors or  failures  of  Customer's  software  or
   operational  systems.  THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER
   WARRANTIES,  AND  CUSTOMER  HEREBY  WAIVES  ALL  OTHER  WARRANTIES,  EXPRESS,
   IMPLIED,  OR  STATUTORY  INCLUDING,  BUT NOT  LIMITED  TO,  ANY  WARRANTY  OF
   MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE.  Should there be
   any  failure  in  performance  or errors or  omissions  with  respect  to the
   information being  transmitted,  Global's liability shall be limited to using
   commercially  reasonable  efforts to correct such failure in  performance  or
   errors or omissions.  In no event,  except as specifically  set forth herein,
   shall Global be liable to Customer or any third parties (including Customer's
   clients) for any claim, loss or damage,  ordinary,  special or consequential,
   or  otherwise,  even if Global has been  advised of the  possibility  of such
   damage.

   Due to the nature of the services  being  performed  by Global,  it is agreed
   that in no event  will  Global  be liable  for any  claim,  loss,  liability,
   correction, cost, damage or expense caused by Global's performance or failure
   to perform  hereunder  which is not reported by Customer  within  thirty (30)
   days of such failure to perform.

c. Customer  shall  indemnify and save Global  harmless from and against any and
   all loss,  damage,  or expense  (or claims of damage or  liability)  asserted
   against  Global by third parties and arising out of  information  provided to
   Global by Customer or Customer's customers, or arising out of the use of such
   information  when  furnished  by Global to  Customer's  customers or to other
   third persons at Customer's request, or to officers,  employees and agents of
   Customer.

d. Liability  of Global  in any and all  categories  and for any and all  causes
   arising out of this Agreement  shall,  in the  aggregate,  not exceed one (1)
   month's  average  billing  to  Customer  taken over the  twelve  (12)  months
   preceding  the  month in which  the  damage  or  injury  is  alleged  to have
   occurred, but if this Agreement has not been in effect for twelve (12) months
   preceding  such date,  then over such fewer number of  preceding  months that
   this Agreement has been in effect.

8. PROPRIETARY INFORMATION:

a. All  proprietary  information  disclosed  by  either  party  to the  other in
   connection  with this Agreement shall be identified as such in writing if not
   already  identified  as such herein,  and shall be protected by the recipient
   party from  disclosure to others.  All Systems  provided by Global under this
   Agreement or used by Global to provide the Services are herein  identified as
   the proprietary information of Global and Customer may not transfer,  modify,
   reverse engineer,  emulate, copy or use in any way other than as specifically

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   authorized  in  this  Agreement.   Any  software  and  related  documentation
   furnished  by  Customer  to  Global in  connection  with  this  Agreement  is
   identified as the proprietary information of Customer, but may be retained by
   Global  until  performance  under this  Agreement  is completed or until this
   Agreement  is  terminated,  at which  time such  information  and all  copies
   thereof shall be returned to Customer upon request.

b. Global and Customer acknowledge that all proprietary information disclosed by
   either  party to the other party for the  purpose of work,  or which comes to
   the  attention of one of the parties,  its  employees,  officers,  and agents
   during the  course of such work,  constitutes  a valuable  asset.  Therefore,
   Global and Customer  agree to hold such  information  in confidence and shall
   not, except in the performance of the duties under this Agreement or with the
   express prior written  consent of the other party,  disclose or permit access
   to any  such  information  to any  person,  firm or  corporation  other  than
   persons,  firms or  corporations  authorized  by that  party,  and Global and
   Customer shall cause their officers,  employees,  agents, and representatives
   to take such  action as shall be  necessary  or  advisable  to  preserve  and
   protect the confidentiality of such information.

c. Global's and Customer's obligations and agreements under this paragraph shall
   not apply to any information supplied that:

   (1)  was known to either party prior to the disclosure by the other, or

   (2)  is or becomes generally  available to the public other than by breach of
        this Agreement, or

   (3)  otherwise becomes lawfully  available on a nonconfidential  basis from a
        third  party  who is not under an  obligation  of  confidence  to either
        party; or

   (4)  which is disclosed  pursuant to a  requirement  or request of a court of
        competent  jurisdiction  or  a  government  agency  (provided  that  the
        receiving  party notifies the disclosing  party regarding the receipt of
        such request prior to its  provision of  information  to the  requesting
        party).

9. MISCELLANEOUS:

a. This Agreement shall be construed in all respects under the laws of the State
   of Georgia, without giving effect to conflicts of laws provisions.

b. This Agreement contains the full understanding of the parties with respect to
   the subject matter hereof,  and no waiver,  alteration or modification of any
   of the provisions hereof,  except for new Service Pricing Schedule(s),  shall
   be binding  unless in writing and signed by officers of both parties.  In the
   event  Customer  issues a purchase  order or memorandum  or other  instrument
   covering the Services herein offered and provided, it is hereby  specifically

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   agreed and understood that such purchase order or memorandum or instrument is
   for  Customer's  internal  purposes only and any and all terms and conditions
   contained  therein,  whether  printed  or  written,  shall  be of no force or
   effect.

c. If any part of this Agreement shall be held to be void or unenforceable, such
   part will be  treated  as  severable,  leaving  valid the  remainder  of this
   Agreement   notwithstanding   the  part  or   parts   found  to  be  void  or
   unenforceable.

d. Except as otherwise provided in this Agreement,  notices required to be given
   pursuant to this Agreement  shall be effective  when  received,  and shall be
   sufficient if given in writing,  hand  delivered,  sent by telegraph or First
   Class United States Mail,  postage  prepaid and addressed to the  appropriate
   party at the address set forth on the cover page hereof.

   The parties  hereto may change the name and address of the person to whom all
   notices or other documents  required under this Agreement must be sent at any
   time by giving written notice to the other party.

e. Neither party to this  Agreement may assign its rights or  obligations  under
   this Agreement without the express written consent of the other party, except
   that the  obligations  of Global  under this  Agreement  may be  provided  or
   fulfilled by any parent,  subsidiary,  affiliate,  successor  corporation  or
   subcontractor  of Global so long as Global  assumes full  responsibility  for
   such obligations.  In the event that Customer merges or consolidates with any
   other  person or  entity,  the  result of which is that  Customer  is not the
   surviving entity,  the obligations and liabilities under this Agreement shall
   survive and be binding upon such  successor with respect to the Services then
   being provided by Global. In the event Customer assumes additional processing
   business,  as soon as  practicable  consistent  with  the  terms  of any data
   processing  contracts that Customer is required to assume in connection  with
   such acquisition,  Global shall provide the information  technology  services
   therefor,  including all credit card  processing.  Customer shall give Global
   reasonable  notice  of any  such  additional  processing  if such  additional
   processing would  significantly  impact the amount of Customer's volume to be
   processed by Global.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers and to be effective as of the date executed by
Global.

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                                   EXHIBIT A-2
              SERVICE DESCRIPTION FOR MERCHANT PROCESSING SERVICES

For  purposes  of this  Exhibit  A-2  defined  terms used  herein  will have the
meanings ascribed thereto in the Agreement.

                                    TRAINING
                                    --------

Global  shall  provide to  Customer a training  program  conducted  at  Global's
facilities for the purpose of training Customer's personnel in the proper use of
Global's  procedures,  systems,  and reports.  The training program will include
Global  personnel  competent  to  train  Customer  personnel  on the  use of the
Services for up to two (2)  business  days.  Customer  shall  provide  competent
personnel  for such  training  and  shall  cooperate  with  Global  in  properly
scheduling  such  training in  conjunction  with  Customer's  conversion  to the
Services.  If  requested by Customer,  additional  training  will be provided at
mutually  agreeable  rates,  plus all related expenses which may include without
limitation,  the costs of air fare, meals, lodging, and rental car. In the event
Customer desires to have the initial training conducted at Customer's  location,
Customer agrees to reimburse  Global for the related travel and lodging expenses
(as described above) of the Global personnel conducting the training.

                                SECTIONS 1,2 & 3.
                                -----------------
                             BASIC MERCHANT SERVICES
                             -----------------------

1. Global  will  provide a  merchant  data base  system for  Customer  to access
   on-line account information for inquiry and update.

2. Global will maintain and perform daily data  processing and update cycles for
   the  merchant  accounting  records  of  Customer  maintained  by  Global,  in
   accordance with established Global policies and procedures.

3. Global will provide sales transaction data processing services including:

   (a)  receiving   electronic  files  in  accordance  with  Global's  published
        specifications,  containing  monetary  transaction data from third party
        point-of-sale vendors, Customer, and/or merchants for data processing of
        account data; and

   (b)  transmitting outgoing interchange fees and settlement; and

   (c)  processing incoming interchange fees and settlement.


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4. Global will calculate  merchant fees and/or discount rates,  prepare merchant
   account  statements,  and all merchant  and bank  reports.  Merchant  account
   statements and merchant and Customer report forms will be provided by Global.
   Distribution  and  delivery  shall be in  accordance  with methods and prices
   agreed upon by both parties.

5. Global will receive electronic files containing authorization data from third
   party  point-of-sale  vendors at Customer's  direction and in accordance with
   Global's published specifications.

6. Customer shall pay the reasonable  charges of Global for reruns  necessitated
   by incorrect or incomplete data or erroneous  instructions supplied to Global
   and for correction of  programming,  operator,  and other  processing  errors
   caused by Customer, its merchants, or their employees or agents.

7. Generic forms and supplies  required to support  Customer are included unless
   otherwise  specified  in this  Exhibit A-2.  Forms may be  individualized  by
   Customer at  Customer's  expense,  provided  that such forms,  envelopes,  or
   printed materials are in accordance with Global specifications and processing
   requirements.  Global, at its option,  may assess an additional  handling fee
   for  procuring  and storing  individualized  forms.  All legal aspects of all
   forms are the  responsibility  of  Customer.  Global shall  provide  Customer
   copies of generic  forms upon  request for Customer to ensure that such forms
   are legally appropriate for Customer's program.

                                 SECTIONS 4 & 5.
                                 ---------------
                        RETRIEVAL AND CHARGEBACK SERVICES
                        ---------------------------------

1. Basic Service:  Global will provide the  processing  system for retrieval and
   chargeback support for use by Customer.

2. Global  will also  provide the system  and/or  staff  support for  collection
   letters, compliance cases, and arbitrations.

3. Reimbursements  received  from  VISA  and  MasterCard  (or  other  applicable
   entities) for retrieval processing will be retained by Global.

                                 SECTIONS 6 & 7.
                                 ---------------
                                OPTIONAL SERVICES
                                -----------------

1. Global will perform merchant plastic and imprinter plate preparation services
   upon request by Customer.

2. Global will  provide  basic  microfilm/microfiche  services  for the copy and
   reproduction of reports and account statements.


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<PAGE>

3. Global may provide  computer  systems and  computer  programming  services in
   response to specific  requests from Customer which is not otherwise  provided
   as part of the Basic Services.

4. Global will provide  preparation,  filming,  data entry, and balancing of all
   merchant paper.

5. Global will provide Special Support Services.

                                   SECTION 8.
                                   ----------
                              PASS THROUGH SERVICES
                              ---------------------

Global shall provide select Services on a pass-through cost basis, as defined in
Exhibit B-2.

The pricing for the services set forth in this Exhibit A-2 which are provided to
Customer are set forth in Exhibit B-2.

Customer:
Digital Courier Technologies, Inc.           GLOBAL PAYMENT SYSTEMS LLC
By: /s/ James Egide                          By:
-------------------                              -------------------------
Print Name: James Egide                      Print Name: Suellyn P. Tornay

Title: Chief Executive Officer               Title: VP & Acting General Counsel

Date: 5-31-2000                              Date:


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