Services Agreement

                              (Batch Processing)



     This Services Agreement (Batch Processing) (the "Agreement") is between

Global Payments Inc., a Georgia corporation ("Global Payments" or "Provider")

and National Data Corporation, a Delaware corporation ("NDC" or "Recipient")

(Global Payments and NDC are each referred to as a "Party" and both are referred

to as the "Parties"), and is dated as of and is made effective as of January 31,

2001 (the "Effective Date").



                                  Background



     Prior to the Effective Date, NDC had two primary areas of business, the

processing of credit card transactions (the "Commerce Business") and the

processing of claims and related transactions among health care providers and

health care insurers (the "Health Business").



     The Board of Directors of NDC has determined that it is in the best

interests of NDC and its shareholders for NDC to transfer and assign to Global

Payments the capital stock of National Data Payment Systems, Inc., Global

Payment Holding Company, NDC Holdings (UK) Ltd., Merchant Services U.S.A. and

their respective subsidiaries (the "NDC Global Payments Subsidiaries") that hold

all of the assets and liabilities that currently constitute NDC's Global

Payments business and a 0.85% general partnership interest in GPS Holding

Limited Partnership as a contribution to the capital of Global Payments and to

receive in exchange therefore shares of Global Payments common stock, and to

thereafter make a distribution (the "Distribution") to the holders of NDC common

stock of all of the outstanding shares of Global Payments common stock at the

rate of eight-tenths (0.8) of a share of Global Payments common stock for every

one share of NDC common stock outstanding pursuant to a Distribution Agreement,

dated as of the date hereof, between NDC and Global Payments (the "Distribution

Agreement"). The Parties intend that the transactions described in the

Distribution Agreement will be effective at the Effective Time (as that term is

defined in the Distribution Agreement). Upon the Effective Time, NDC's business

will be the Health Business, and Global Payments's business will be the Commerce

Business.



     Although the transactions provided for in the Distribution Agreement and

the Ancillary Agreements (as that term is defined in the Distribution Agreement)

will provide for the separation of NDC and Global Payments into separate and

distinct entities and the substantial separation of their operations, and

although the Parties had, prior to the Effective Date, begun (and in some cases,

completed) the separation of certain computer system and network system

functions, other computer systems and network activities presently shared by the

Parties, such as the batch processing capabilities of the Unisys computers (the

"Batch Processing System") that serve both the Health Business and the Commerce

Business cannot be separated as of the Effective Date.



     Accordingly, the Parties deem it to be appropriate and in their best

interests in connection with the Distribution that Global Payments shall provide

to NDC certain services upon the terms and conditions of this Agreement for the

period provided for herein and that NDC will reimburse

{PAGE}



Global Payments for such services, on an allocated cost basis, plus certain fees

for administrative costs.



                             Terms and Conditions



     Now, Therefore, in consideration of the mutual promises contained herein

and other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the Parties hereto agree as follows:



                        Article 1 Provision of Services



     "Services" means the batch processing services described in Addendum I--

Batch Processing Services.



     Provider shall, subject to the terms and conditions of this Agreement,

provide Recipient with the Services.



                         Article 2 Allocation of Costs



     All costs incurred by Provider in connection with the provision of the

Services will be allocated between the Parties as described in the body of this

Agreement or in Addendum II--Allocation of Costs.



                        Article 3 Invoices and Payments



Section 3.01 Invoices



     Provider will provide Recipient monthly invoices which will provide

reasonable details regarding the allocation of costs and other charges for each

of the types of Services rendered.



     Provider will use commercially reasonable efforts to provide Recipient with

an invoice by the tenth day of the month following the month in which the

Services were rendered.



     Recipient must notify Provider of any objection within twenty (20) days

after its receipt of the invoice, and must provide reasonable details as to

specific charges to which Recipient objects, and the basis for such objection.



Section 3.02 Payment



     Recipient agrees to pay Provider all costs allocated to it in accordance

with this Agreement and all other charges that Provider is entitled to charge

pursuant to this Agreement. All payments by Recipient shall be made within

thirty (30) days of Recipient's receipt of an invoice and shall be made by wire

transfer to a bank account designated by Provider.



     If any portion of an amount due to Provider under this Agreement is subject

to a bona fide dispute between the Parties, Recipient shall nonetheless pay and

remit to Provider on the date such amount is due all amounts not disputed in

good faith by Recipient.



                                      -2-

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                        Article 4 Term and Termination



Section 4.01 Initial Term



     This Agreement shall begin on the Effective Date, and shall expire on May

31, 2001 (the "Initial Term"), unless (i) renewed as provided in Section 4.02 or

(ii) terminated earlier in accordance with the terms of this Agreement.



Section 4.02 Renewal Terms



     This Agreement may be renewed for two successive renewal terms of one (1)

year (each a "Renewal Term") (the Initial Term and all Renewal Terms

collectively referred to herein as the "Term") if, during the Initial Term,

Recipient gives written notice of renewal at least thirty (30) days prior to the

last day of the Initial Term; and if, no later than at least thirty (30) days

prior to the last day of the first Renewal Term, Recipient gives written notice

of renewal for the second Renewal Term.



Section 4.03 Extension in Connection with Termination Assistance



     If, pursuant to Section 4.06, Recipient requests that Provider provide

termination assistance, then this Agreement shall be extended during the period

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