Edgar Filing: CONCORD EFS INC

Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
Registration Statement Under
The Securities Act of 1933
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CONCORD EFS, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware 6099 04-2462252
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)

2525 Horizon Lake Drive
Suite 120
Memphis, Tennessee 38133
(901) 371-8000
(Address and telephone number of Registrant's principal executive offices)

Edward T. Haslam
Chief Financial Officer
Concord EFS, Inc.
2525 Horizon Lake Drive
Suite 120
Memphis, Tennessee 38133
(901) 371-8000
(Name, address and telephone number of agent for service)
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Copies to:
Imad I. Qasim Karen L. Barsch
Sidley Austin Brown & Wood Faegre & Benson LLP
Bank One Plaza 370 Seventeenth Street
10 South Dearborn Street Suite 2500
Chicago, Illinois 60603 Denver, Colorado 80202
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Approximate date of commencement of proposed sale to the public: As promptly
as practicable after this Registration Statement becomes effective and the
effective time of the proposed merger of The Logix Companies, LLC with and into
Spark Merger Corp., a wholly owned subsidiary of the Registrant, as described
herein.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] _______________________
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] __________________________________________
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CALCULATION OF REGISTRATION FEE

Title Of Each Class Proposed Maximum Proposed Maximum
Of Securities Amount To Be Offering Price Per Aggregate Offering Amount Of
To Be Registered Registered Unit (1) Price (1) Registration Fee
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Common Stock, $0.33 1/3 par value 1,100,000 $31.44 $34,584,000 $3,181.73

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(1) Estimated solely for the purpose of determining the registration fee.
Calculated in accordance with Rule 457(c), based on a purchase price of $31.44
per share, which is the average of the high and low sale prices of the common
stock as quoted on the Nasdaq National Market System on January 18, 2002. The
exact number of shares to be issued as merger consideration and the price of
the shares on the closing date of the merger are not known.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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THE LOGIX COMPANIES, LLC
2101 Ken Pratt Boulevard
Suite 102
Longmont, Colorado 80501

January , 2002

Dear Member:

You are cordially invited to attend the special meeting of members of The
Logix Companies, LLC, to be held on , , 2002, at 10:00 a.m. at
the offices of Faegre & Benson LLP at 370 17/th/ Street, Suite 2500, Denver,
Colorado 80202.

The Logix Companies, LLC and Concord EFS, Inc. entered into a merger
agreement dated as of December 15, 2001. Under that agreement, Logix will be
merged with and into a newly formed subsidiary of Concord, and that subsidiary
will survive as a direct wholly owned subsidiary of Concord. Your Board of
Managers is giving this proxy statement and prospectus to you to solicit your
proxy to vote for approval and adoption of the merger agreement.

If we complete the merger, each membership unit of Logix that you own will
be converted into shares of Concord common stock. We will determine the number
of shares of Concord common stock into which each membership unit of Logix will
be converted immediately prior to completion of the merger according to
formulas specified in the merger agreement and described in the attached
materials. If the merger agreement is approved and all other conditions
described in the merger agreement have been met or, where permissible, waived,
the merger is expected to occur as soon as possible after the special meeting.
There is no public trading market for membership units of Logix. Concord common
stock is quoted on the Nasdaq National Market System under the symbol ''CEFT.''

After careful consideration, your Board of Managers has unanimously
determined that the merger is fair to and in the best interests of Logix and
its members and unanimously recommends that Logix members vote to approve and
adopt the merger agreement.

The accompanying proxy statement and prospectus describes the terms and
conditions of the merger agreement and includes, as Annex A, the complete text
of the merger agreement. I urge you to read the enclosed materials carefully
for a complete description of the merger. Whether or not you plan to attend the
special meeting in person and regardless of the number of membership units you
own, please complete, sign, date and return the enclosed proxy card as promptly
as possible. I look forward to seeing you at the special meeting.

Sincerely,

A. Anthony Sdao
President

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the shares of Concord common stock to be
issued under this proxy statement and prospectus or passed upon the adequacy or
accuracy of this proxy statement and prospectus. Any representation to the
contrary is a criminal offense.

This proxy statement and prospectus is dated January 22, 2002, and is first
being mailed to Logix members on or about January , 2002.

THE LOGIX COMPANIES, LLC
2101 Ken Pratt Boulevard
Suite 102
Longmont, Colorado 80501

NOTICE OF SPECIAL MEETING OF
MEMBERS TO BE HELD ON , 2002

TO THE MEMBERS OF THE LOGIX COMPANIES, LLC:

A special meeting of members of The Logix Companies, LLC will be held on
, 2002, at the offices of Faegre & Benson LLP at 370 17/th/ Street,
Suite 2500, Denver, Colorado 80202, commencing at 10:00 a.m., for the following
purposes:

(1) To consider and vote on a proposal to approve and adopt the
Agreement and Plan of Merger, dated as of December 15, 2001, among Logix,
Concord EFS, Inc., and Spark Merger Corp., a direct wholly owned subsidiary
of Concord, a copy of which is attached as Annex A to the proxy statement
and prospectus accompanying this notice.

(2) To consider and transact such other business as may properly be
brought before the special meeting or any adjournment thereof.

After careful consideration, your Board of Managers has unanimously declared
that the merger agreement and the merger are advisable and fair to and in the
best interests of Logix and its members. THE LOGIX BOARD OF MANAGERS HAS
UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT YOU
VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT. We urge you to read the
accompanying proxy statement and prospectus carefully for a description of the
merger agreement.

Members of Logix beneficially holding, as of the record date, in the
aggregate approximately 86% of the outstanding Logix membership units have
agreed to vote all of their membership units in favor of the approval and
adoption of the merger agreement. Consequently, approval and adoption of the
merger agreement by Logix members is assured.

The record date for determining the members who will receive notice of and
be entitled to vote at the special meeting is January , 2002.

By Order of the Board of Managers,

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Lana Rozendorf
Secretary

Longmont, Colorado
January , 2002

Whether or not you plan to attend the special meeting, please complete,
sign, date and return the enclosed proxy card promptly in the enclosed
postage-paid envelope. Members who attend the special meeting may revoke their
proxies and vote in person if they desire.

SUMMARY...................................................... 1
The Companies............................................. 1
What You Will Receive in the Merger....................... 1
Escrow.................................................... 2
The Special Meeting....................................... 2
Voting Agreements......................................... 3
Concord's Reasons for the Merger.......................... 3
Logix's Reasons for the Merger............................ 3
Interests of Certain Persons in the Merger................ 3
Regulatory Approvals...................................... 4
Conditions to the Merger.................................. 4
Termination of the Merger Agreement....................... 6
No Solicitation of Competing Transactions................. 6
Appraisal Rights.......................................... 6
Certain United States Federal Income Tax Aspects.......... 6
Accounting Treatment...................................... 6
Forward-Looking Statements May Prove Inaccurate;
Risk Factors............................................. 6
SUMMARY SELECTED FINANCIAL DATA.............................. 8
Selected Historical Financial Data of Logix............... 8
Selected Historical Consolidated Financial Data of
Concord.................................................. 9
Comparative Market Price Data............................. 10
THE SPECIAL MEETING.......................................... 11
General................................................... 11
Matters to Be Considered at the Special Meeting........... 11
Record Date............................................... 11
Quorum.................................................... 11
Required Vote............................................. 11
Proxies................................................... 12
Solicitation of Proxies................................... 12
THE MERGER................................................... 12
Background of the Merger.................................. 12
Concord's Reasons for the Merger.......................... 14
Logix's Reasons for the Merger; Recommendation of
the Logix Board of Managers.............................. 14
Interests of Certain Persons in the Merger; Conflicts of
Interest................................................. 15
Form of the Merger........................................ 16
Merger Consideration...................................... 16
Escrow.................................................... 17
Procedures for Surrender of Logix Membership Units........ 18
Appraisal Rights.......................................... 19
Certain United States Federal Income Tax Aspects.......... 19
Accounting Treatment...................................... 21
Federal Securities Law Consequences....................... 21
Certain Other Effects of the Merger....................... 21
Forward-Looking Statements May Prove Inaccurate;
Risk Factors............................................. 21
THE MERGER AGREEMENT......................................... 22
The Merger................................................ 22
Structure of the Merger................................... 22
Conversion and Exchange of Securities and Membership
Units.................................................... 22
Effective Time............................................ 22
Representations and Warranties............................ 23

Business of Logix Pending the Merger and Other
Agreements; Interim Financing...................... 25
No Solicitation by Logix............................ 27
Additional Agreements of Concord and Logix.......... 28
Fees and Expenses................................... 28
Managers', Directors' and Officers' Insurance and
Indemnification.................................... 28
What Is Needed to Complete the Merger............... 28
Termination of the Merger Agrement.................. 30
Waiver and Amendment of the Merger Agreement........ 31
VOTING AGREEMENTS...................................... 32
REGULATORY MATTERS..................................... 33
BUSINESS OF CONCORD.................................... 33
INFORMATION ABOUT LOGIX................................ 34
Business of Logix................................... 34
Membership Interests and Principal Holders Thereof.. 35
DESCRIPTION OF CONCORD CAPITAL STOCK................... 35
Capital Stock....................................... 35
Dividend Rights..................................... 36
Voting Rights....................................... 36
Change of Control................................... 36
Liquidation Rights.................................. 37
Preemption, Conversion and Redemption............... 37
Miscellaneous....................................... 37
COMPARISON OF RIGHTS OF LOGIX MEMBERS AND
CONCORD STOCKHOLDERS.................................. 37
Size of the Board and Qualifications of Directors/
Managers........................................... 37
Quorum and Voting of Board Members.................. 37
Board Meetings...................................... 38
Removal of Directors/Managers....................... 38
Action by Committees................................ 38
Amendments to the Logix Charter and the Concord
Charter............................................ 38
Amendments to the Logix Operating Agreement or the
Concord By-laws.................................... 38
Restrictions on Adoption of a Plan of Merger........ 38
Restrictions on Special Meetings of the Members/
Stockholders....................................... 39
Notice of Meetings.................................. 39
Preemptive Rights................................... 39
Transfer Restrictions............................... 39
Transactions with Interested Stockholders........... 39
EXPERTS................................................ 39
LEGAL OPINIONS......................................... 40
WHERE YOU CAN FIND MORE INFORMATION.................... 40
LOGIX FINANCIAL STATEMENTS............................. F-i

Annex A Agreement and Plan of Merger
Annex B Form of Voting Agreement
Annex C Form of Indemnity Escrow Agreement

TABLE OF CONTENTS

SUMMARY

This Summary highlights selected information from this document and may not
contain all of the information that is important to you. To understand the
merger fully and for a more complete description of the legal terms of the
merger, you should read carefully this entire document and the documents to
which we have referred. See ''Where You Can Find More Information'' (page 40).
We have included page references parenthetically to direct you to more complete
descriptions of the topics presented in this Summary.

In the merger, Logix will merge with and into Spark Merger Corp., a newly
formed subsidiary of Concord. Spark Merger Corp. will be the surviving
corporation in the merger and will be a direct wholly owned subsidiary of
Concord. You will receive Concord common stock in exchange for your Logix
membership units.

The merger agreement is attached as Annex A to this document. We encourage
you to read the merger agreement, as it is the legal document that governs the
merger.

The Companies

The Logix Companies, LLC
2101 Ken Pratt Boulevard
Suite 102
Longmont, Colorado 80501
(303) 827-0200

The Logix Companies, LLC, is in the business of providing information and
financial transaction processing products and services to retail businesses,
entertainment establishments, financial institutions and governmental agencies.
Logix's primary activities consist of licensing identification verification
software, managing and reporting marketing databases, providing authorization
and settlement services for automated teller machines (ATMs), reselling credit
card and debit card transaction processing services and point of sale (POS)
equipment, and converting check transactions into automated clearing house
(ACH) files.

For further information concerning Logix, see "SUMMARY SELECTED FINANCIAL
DATA--Selected Historical Financial Data of Logix,'' ''INFORMATION ABOUT
LOGIX'' and "LOGIX FINANCIAL STATEMENTS" on page F-i.

Concord EFS, Inc.
2525 Horizon Lake Drive
Suite 120
Memphis, Tennessee 38133
(901) 371-8000

Concord EFS, Inc. is a leading, vertically integrated electronic transaction
processor. We acquire, route, authorize, capture and settle virtually all types
of electronic payment and deposit access transactions for financial
institutions and merchants nationwide. Our primary activities consist of
Network Services, which provides ATM processing, debit card processing, deposit
risk management and coast-to-coast debit network access principally for
financial institutions, and Payment Services, which provides payment processing
for supermarkets, major retailers, petroleum dealers, convenience stores,
trucking companies and independent retailers.

For further information concerning Concord, see ''SUMMARY SELECTED FINANCIAL
DATA--Selected Historical Consolidated Financial Data of Concord,'' ''BUSINESS
OF CONCORD,'' and ''WHERE YOU CAN FIND MORE INFORMATION.''

Spark Merger Corp.
1100 Carr Road
Wilmington, Delaware 19809
(302) 791-8000

Spark Merger Corp. is a company formed by Concord on November 21, 2001
solely for use in the merger.

What You Will Receive in the Merger (page 16)

As a result of the merger each Logix membership unit that you own will be
converted into the number of shares of Concord common stock determined in
accordance with the merger agreement.

Holders of Logix membership units can generally expect to receive
approximately 0.044627 shares of Concord common stock for each Logix

membership unit held. In calculating the consideration payable to you, Concord
will be entitled to rely on certain representations made by Logix. If these
representations prove inaccurate, Concord will have the right to adjust the
ratio at which Logix membership units are to be converted in the merger. The
merger consideration is generally intended to provide to Logix members 1.1
million shares of Concord common stock minus, subject to an agreed-upon floor
price for the Concord shares, the number of shares of Concord common stock
which are equal in value to $5,609,583.39. This amount is to be delivered by
Concord at the closing in connection with the purchase by certain subsidiaries
of Logix of all of the outstanding equity interests of HIS Financial Services
Corporation (HIS) and EFTLogix, Inc., formerly known as RBSA, Incorporated
(RBSA). The above formula represents an aggregate value of approximately $35
million, based on an assumed Concord share price of $31.80.

The table below sets forth an example of the exchange of Logix membership
units into shares of Concord common stock as a result of the merger. If the
merger had closed on January 18, 2002 and you owned1,000 Logix membership
units, then you would receive the following:

Example of Exchange Values:
---------------------------------------------

If you own You You The
1,000 Logix would would indemnity
membership receive receive agent will
units this many this receive
shares of amount this many
Concord of cash shares of
common in lieu of Concord
stock fractional common
(excluding shares stock
shares
subject to
the
indemnity
fund)
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42 $19.94 2

The example above has been calculated on a fully-diluted basis based upon
20,757,103 Logix membership units being exchanged in the merger. This number
reflects the number of Logix membership units outstanding as of the record
date, less the 241,816 membership units held by HIS on that date, which will be
canceled in connection with the merger rather than converted. If the total
number of Logix membership units outstanding as of the merger is greater than
20,757,103, on a fully-diluted basis, the exchange ratio will be reduced
accordingly.

The cash in lieu of fractional share amount listed in the previous table is
only an example, as this number will be based on the per share Concord closing
price on the date on which the merger occurs.

Escrow (page 17)

Under the merger agreement, Concord and its affiliates will be indemnified
against any losses that may arise in the event of a breach by Logix of its
warranties, covenants or obligations in the merger agreement or arising from
claims of infringement relating to a certain patent. To meet this obligation,
the parties will establish an indemnity fund. After the merger, Concord will
cause 5% of the whole shares of Concord common stock issuable to Logix members
in connection with the merger to be deposited with First Tennessee, as
indemnity agent. The indemnity fund will be governed by a separate indemnity
agreement, which is attached as Annex C.

Two member representatives, who will initially be A. Anthony Sdao and
Kristin DelMonte, will represent the former Logix members whose shares of
Concord common stock are held in the indemnity fund. The persons acting as the
member representatives can be changed by Logix prior to the merger or by the
holders of a majority in interest of the shares in the indemnity fund at any
time upon not less than ten days' prior written notice to Concord and the
indemnity agent. The indemnity fund and indemnification obligations will end
one year after the effective time of the merger, except with respect to any
pending or outstanding indemnity claims. At that time, if no indemnity claim
has been made, the shares of Concord common stock in the indemnity fund will be
released to the former holders of Logix membership units in accordance with the
indemnity agreement.

The Special Meeting (page 11)

At the special meeting, the holders of Logix membership units will be asked
to approve and adopt the merger agreement. The close of business on January
, 2002 is the record date for determining whether you are entitled to
vote at the special meeting. At that date, there were 20,998,919 Logix
membership units outstanding. Each membership unit is entitled to one vote at
the special meeting.

The vote of 70% of the outstanding Logix membership units is required to
approve and adopt the merger agreement.

Voting Agreements (page 32)

As a condition to Concord's willingness to enter into the merger agreement,
Concord has entered into separate voting agreements with certain of Logix's
members. These members have agreed, without any additional consideration being
paid to them, to vote all of their membership units in favor of the merger.
Members owning, as of the record date, 18,030,011 membership units,
representing approximately 86% of the Logix membership units then outstanding,
have entered into such voting agreements with Concord.

APPROVAL AND ADOPTION OF THE MERGER AGREEMENT BY THE LOGIX MEMBERS IS
THEREFORE ASSURED. HOWEVER, BECAUSE THERE ARE OTHER CONDITIONS TO CLOSING THAT
HAVE NOT YET BEEN FULFILLED, THE CLOSING OF THE MERGER IS NOT ASSURED.

Concord's Reasons for the Merger (page 14)

To review Concord's reasons for the merger in greater detail, see ''THE
MERGER--Concord's Reasons for the Merger.''

Logix's Reasons for the Merger (page 14)

The Logix Board of Managers unanimously approved the merger agreement and
the merger and recommends that you vote to approve and adopt the merger
agreement. The Logix Board of Managers believes that the merger is fair to and
in the best interests of Logix and its members. In reaching its decision, the
Logix Board of Managers considered a number of factors, including the following:

. the historical performance, business operations, financial condition and
prospects of Concord;
. the financial and other significant terms of the proposed merger,
including the terms and conditions of the merger agreement;

. the combination of expertise and resources of the two companies; and

. the compatibility of management and businesses of Logix and Concord.

To review Logix's reasons for the merger in greater detail, see ''THE
MERGER--Logix's Reasons for the Merger; Recommendation of the Logix Board of
Managers.''

Interests of Certain Persons in the Merger (page 15)

In considering the recommendation of the Logix Board of Managers regarding
the merger, you should be aware of the interests that certain officers and
managers of Logix have in the merger that are different from your and their
interests as members.

The current officers and managers of Logix will be indemnified by Concord
with respect to acts or omissions occurring at or prior to the time of the
merger, to the same extent as such persons are presently indemnified.

As a condition to the closing of the transactions contemplated by the merger
agreement, Logix's employment agreement with A. Anthony Sdao, its President and
a member of its Board of Managers, will be terminated and Mr. Sdao will execute
an employment agreement with Spark Merger Corp., the surviving corporation. Mr.
Sdao's position and duties will be determined by Concord subject to Mr. Sdao's
reasonable approval. Under his new employment agreement, Mr. Sdao will be
guaranteed a base salary of at least $100,000.00 per year and will be eligible
for the grant of options to purchase Concord common stock. If Mr. Sdao is
terminated without cause or if he terminates his employment due to a material
breach by Spark Merger Corp., under his new agreement he will be entitled to
receive certain payments provided that he executes a release of claims against
certain parties, including Concord and Spark Merger Corp. The agreement will
also contain certain confidentiality, noncompetition, nonsolicitation and
assignment of inventions provisions.

Additionally, at the closing Concord will pay to each of Mr. Sdao and Scott
Bahneman, Logix's Vice President of Marketing and Business Development and a
member of the Logix Board of Managers, certain amounts of fixed interest which
had accrued under certain loans made by such individuals to Logix but had not
been paid to such individuals by Logix.

Likewise, at the closing Concord will pay to Lana Rozendorf, a manager and
Secretary of Logix, and her husband Vladimir Rozendorf, a Vice President of
Logix, amounts due and owing to such individuals under a promissory note of
Logix and additional amounts based upon commitments to such individuals
contained in the operating agreement of TouchLogix, LLC, a subsidiary of Logix.

At the closing Concord will cause Spark Merger Corp. to pay to certain of
its employees, some of whom are also officers and managers of Logix, all
accrued and unpaid compensation owed by Logix to such individuals. The affected
individuals are Todd Anderson, Kristin DelMonte, Daniel Lykken, and each of
Lana and Vladimir Rozendorf, each of whom is an officer of Logix. Each of
Messrs. Anderson and Lykken, Ms. DelMonte and Ms. Rozendorf is also a manager
of Logix. Concord will also cause Spark Merger Corp. to forgive all principal
and interest relating to certain indebtedness owed to Logix by each of Kristin
DelMonte, Daniel Lykken and Brian Shanahan, each of whom is an officer and a
manager of Logix.

In addition, after the closing, certain managers and members of management
of Logix may receive options to acquire shares of Concord common stock. The
individuals who will receive such options will be determined by the Board of
Directors of Concord in its sole discretion after consultation with A. Anthony
Sdao.

In connection with the merger, A. Anthony Sdao and Scott Bahneman will
release all rights they have to the deferred salary owed to them by Logix in
the aggregate amount of $345,000.00 and Spark Merger Corp. will establish a
$345,000.00 bonus pool for employees of Logix designated by Concord who remain
employees of Spark Merger Corp., the surviving corporation. Certain managers
and members of management of Logix may receive allocations from this bonus
pool. The bonus pool will be allocated by Concord in its sole discretion after
consultation with A. Anthony Sdao and will be paid within 30 days after the
closing of the merger.

The Logix Board of Managers recognized all the interests described above and
concluded that these interests did not detract from the fairness of the merger
to the Logix members. Please refer to page 15 for more information concerning
the interests of Logix's managers and officers. See ''THE MERGER--Interests of
Certain Persons in the Merger; Conflicts of Interest.''

Regulatory Approvals (page 33)

In order to consummate the merger, regulatory approval under the Bank
Holding Company Act of 1956 must be obtained. Concord has filed the applicable
notice with the Board of Governors of the Federal Reserve System. Also, the
waiting period applicable to the consummation of the merger under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) must be terminated or
expire, if such filing under the HSR Act is required. In addition, the parties
must comply with applicable Federal and state securities and corporate laws.

Conditions to the Merger (page 28)

Concord and Logix are not obligated to complete the merger unless a number
of conditions are satisfied or waived by them. These include the following:

. the holders of 70% of the outstanding Logix membership units must vote
to approve and adopt the merger agreement;

. the shares of Concord common stock to be issued in the merger and not
previously listed must be authorized for quotation on the Nasdaq
National Market System (Nasdaq);

. the relevant governmental authorities and other third parties must
approve the merger;

. there must be no law, injunction or order that makes the merger or any
of the transactions contemplated by the merger agreement illegal;

. the registration statement on Form S-4 of which this proxy statement and
prospectus is a part shall be declared effective;

. no governmental entity must have instituted any suit relating to the
merger agreement or the transactions contemplated thereby;

. Logix, Concord and Spark Merger Corp. must perform, in all material
respects, all of their obligations under the merger agreement;

. with certain exceptions, Concord and Logix must each certify to the
other that its representations and warranties contained in the merger
agreement are true and correct, in all material respects;

. Concord must receive a certificate from officers of Logix as to Logix's
then current capital structure;

. each Logix member shall have executed a general release in favor of
Logix, Concord and Spark Merger Corp;

. all of the outstanding equity interests of HIS and RBSA shall be
acquired by Logix or one of its subsidiaries as provided in the merger
agreement;

. the indemnity agreement must be executed by the indemnity agent and the
member representatives and delivered to Concord;

. A. Anthony Sdao must be employed by Logix at the closing and execute a
new employment agreement;

. the board of directors of HIS shall have taken all actions necessary or
appropriate to cause each outstanding option to purchase shares of HIS
common stock, whether or not exercisable, to be fully vested and fully
exercised on or prior to the closing and each holder of HIS stock
options shall have become a party to a certain Purchase Option Agreement
in favor of a subsidiary of Logix;

. each holder of an equity interest in RBSA and certain other individuals
shall have executed a general release in favor of Logix, RBSA, Concord
and Spark Merger Corp.;
. one of Logix's subsidiaries shall have modified or terminated, as
designated by Concord, certain agreements between it and certain third
parties on terms acceptable to Concord;

. ATMI, Inc. shall have executed a general release in favor of Logix,
Concord and Spark Merger Corp.;

. each holder of an equity interest in HIS shall have executed a stock
power and the President of HIS (who also owns HIS equity interests)
shall have executed a general release in favor of HIS, Logix, Concord
and Spark Merger Corp.;

. a particular legal opinion rendered to Logix shall not have been amended
or withdrawn;

. Logix shall deliver a certificate to Concord concerning certain payments
to be made at closing;

. prior to closing, Lavinna Company, LLC shall either cease all
manufacturing activity or Logix shall cause it to be merged into Logix;
and

. other customary contractual conditions specified in the merger agreement
must be satisfied.

The party entitled to the benefit of some of these conditions may waive
these conditions. Neither Concord nor Logix can make assurances that the
conditions will be satisfied or waived or that the merger will occur. See ''THE
MERGER--What is Needed to Complete the Merger.''

Termination of the Merger Agreement (page 30)

Logix and Concord can agree at any time to terminate the merger agreement
without completing the merger, and the merger agreement may be terminated by
either company if any of the following occurs:

. the other party materially breaches any of its representations,
warranties or obligations under the merger agreement and does not cure
such breach within 30 business days of receiving notice of it;

. the merger is not completed by June 17, 2002; or

. a court or other governmental authority seeks to prohibit the merger or
the ownership, operation or control by Logix, Concord or any of their
subsidiaries of any portion of their business or assets.

In addition, Concord may terminate the merger agreement if any of the
following occurs:

. Logix members do not approve the merger agreement;

. the Logix Board of Managers fails to recommend or modifies or withdraws
its recommendation in favor of the merger or its declaration that the
merger is fair to and in the best interest of Logix and Logix's members;

. if any other person or entity becomes the beneficial owner of 20% or
more of the Logix membership units; or

. if the Logix Board of Managers recommends in favor of any takeover
proposal other than the merger with Concord or resolves to do so.

No Solicitation of Competing Transactions (page 27)

The merger agreement restricts Logix's ability to solicit, initiate,
encourage or enter into any alternative acquisition transactions with third
parties. Logix must promptly notify Concord if it receives offers, proposals or
expressions of interest for any such alternative transactions.
Appraisal Rights (page 19)

The Colorado statutes under which the merger will be effectuated do not
provide any dissenters' rights of appraisal for Logix members who object to the
merger.

Certain United States Federal Income Tax Aspects (page 19)

Although the merger will be effectuated under the applicable corporate and
limited liability company laws governing mergers, it is not a tax-free or
tax-deferred transaction.

Tax matters are very complicated and the tax consequences of the merger to
you will depend on the facts of your own situation. You should consult your tax
advisor to understand fully the tax consequences of the merger to you. See
''THE MERGER--Certain United States Federal Income Tax Aspects.'' (page 19)

Accounting Treatment (page 21)

Concord expects to account for the merger under the "purchase" method of
accounting.

Forward-Looking Statements May Prove Inaccurate; Risk Factors (page 21)

. ''THE MERGER--Concord's Reasons for the Mergers'' (page 13)

. ''THE MERGER--Logix's Reasons for the Merger; Recommendation of the
Logix Board of Managers'' (page 13)

Also, when we use words like ''believes,'' ''expects,'' ''anticipates,''
''intends,'' ''plans,'' ''estimates,'' ''likely,'' ''will,'' ''should'' or
similar expressions, we are making forward-looking statements. You should
understand that some important factors, in addition to those discussed
elsewhere in this document and in the documents which we incorporate by
reference, could affect the future results of Concord and Logix and could cause
those results or our performance or achievements to be materially different
from any future results, performance or achievements expressed or implied by
those statements. These factors include, but are not limited to: (1) the
failure to successfully execute Concord's corporate consolidation plan; (2) the
loss of key personnel or inability to attract additional qualified personnel;
(3) the loss of key customers; (4) increasing competition; (5) changes in card
association rules and practices; (6) the inability to remain current with rapid
technological change; (7) risks related to acquisitions; (8) the imposition of
additional state taxes; (9) continued consolidation in the banking and retail
industries; (10) business cycles and the credit risk of our merchant customers;
(11) the outcome of litigation involving VISA and MasterCard; (12) utility and
system interruptions or processing errors; (13) susceptibility to fraud at the
merchant level; (14) changes in card association fees, products or practices;
(15) restrictions on surcharging; (16) changes in rules and regulations
governing financial institutions; (17) volatility of Concord's stock price;
(18) no adjustment to the merger terms will be made as a result of changes in
the market price of Concord's stock; and (19) significant delay in the expected
completion of the merger. We undertake no obligation to publicly update or
revise any forward-looking statements to reflect changed assumptions, the
occurrence of anticipated or unanticipated events or changes to future results
over time.

SUMMARY SELECTED FINANCIAL DATA

Selected Historical Financial Data of Logix

Logix is providing the following financial information to help you in your
analysis of the financial aspects of the merger. The annual selected historical
financial data presented below for fiscal year 2000 have been derived from
Logix's unaudited balance sheet which has been reviewed by Logix's independent
accountants, and the related statements of operations, members' equity and cash
flows for the year then ended, together with the appropriate notes to such
financial statements. The interim selected historical financial data presented
below have been derived from Logix's unaudited financial statements. Logix's
financial statements do not consolidate HIS or RBSA. Logix believes that the
consolidation is not significant to Logix's net income or balance sheet data on
a net basis. As the following financial information is only a summary, it
should be read in conjunction with Logix's historical financial statements (and
related notes). See ''LOGIX FINANCIAL STATEMENTS'' on page F-i.

Year Ended Nine Months Ended
December 31, 2000 September 30, 2001
----------------- ------------------

Income Statement Data:
Revenue.................................. $ 1,314,788 $ 1,862,899
Cost of goods............................ 1,034,342 1,067,065
Operating Expenses....................... 2,806,421 2,801,041
----------- -----------
Net income (loss) from operations........ (2,525,975) (2,005,207)
Other income (loss)...................... (230,942) (1,067,575)
----------- -----------
Net income (loss)........................ $(2,756,917) $(3,072,782)
=========== ===========
Basic earnings (loss) per membership unit NA (1) $ (0.3073)(1)

Balance Sheet Data:
Working capital.......................... $(1,587,568) $ 1,092,908
Total assets............................. $ 4,382,640 $ 7,139,022
Long-term liabilities.................... $ 322,281 $ 717,605
Total members' equity.................... $ 1,907,635 $ 5,409,653

--------
(1) Logix's membership interests were converted from a percentage basis to a
unit basis on August 1, 2001. At September 30, 2001, there were 10,000,000
membership units issued and outstanding.

Selected Historical Consolidated Financial Data of Concord

Concord is providing the following financial information to help you in your
analysis of the financial aspects of the merger. The annual selected historical
consolidated financial data presented below have been derived from Concord's
audited consolidated financial statements. The interim selected historical
consolidated financial data presented below have been derived from Concord's
unaudited consolidated financial statements. As this information is only a
summary, it should be read in conjunction with Concord's historical
consolidated financial statements (and related notes) contained in the annual
report and other information that Concord has filed with the Securities and
Exchange Commission (SEC), which are incorporated by reference into this proxy
statement and prospectus.

Nine Months Ended
Year Ended December 31, September 30,
---------------------------------------------------------- ----------------------
1996 1997 1998 1999 2000 2000 2001
---- ---- ---- ---- ---- ---- ----
(in thousands except per share and per transaction numbers) (unaudited)

Income Statement Data:
Revenue................................ $436,371 $622,573 $812,824 $1,060,010 $1,407,140 $1,005,673 $1,233,398
Cost of operations..................... 288,401 421,969 552,469 735,467 1,009,954 722,601 874,301
Selling, general and administrative
expenses.............................. 67,925 87,257 90,936 92,334 91,995 69,515 68,874
Acquisition expenses and restructuring
charges............................... -- -- -- 36,189 11,691 11,691 125,362
-------- -------- -------- ---------- ---------- ---------- ----------
Operating income....................... 80,045 113,347 169,419 196,020 293,500 201,866 164,861
Interest income (expense), net......... (10,087) (1,688) 2,604 16,251 37,243 25,935 40,534
Equity in earnings (loss) of subsidiary (394) (165) 281 -- -- -- --
-------- -------- -------- ---------- ---------- ---------- ----------
Income before taxes and minority
interest.............................. 69,564 111,494 172,304 212,271 330,743 227,801 205,395
Income taxes (benefit)................. 26,970 45,081 65,709 82,906 120,220 83,296 78,438
Minority interest in net income of
subsidiary............................ -- -- -- 124 597 465 311
-------- -------- -------- ---------- ---------- ---------- ----------
Net income (loss)...................... $ 42,594 $ 66,413 $106,595 $ 129,241 $ 209,926 $ 144,040 $ 126,646
======== ======== ======== ========== ========== ========== ==========
Basic earnings per share............... $ 0.10 $ 0.15 $ 0.24 $ 0.28 $ 0.44 $ 0.30 $ 0.26
Diluted earnings per share............. $ 0.10 $ 0.15 $ 0.23 $ 0.27(1) $ 0.42(1) $ 0.29(1) $ 0.25(1)
Basic shares........................... 414,266 445,168 448,470 463,686 478,358 477,685 491,102
Diluted shares......................... 427,518 456,762 462,792 479,734 495,993 493,364 512,319
Other Data:
Number of transactions processed (in
millions)............................. 3,295 4,404 5,537 6,592 8,004 NA NA
Operating income per transaction(2).... $ 0.024 $ 0.026 $ 0.031 $ 0.035 $ 0.038 NA NA
Balance Sheet Data:
Working Capital........................ $ 75,235 $159,002 $296,137 $ 525,272 $ 754,999 $ 598,378 $1,287,607
Total assets........................... $600,698 $798,700 $968,745 $1,305,495 $1,761,665 $1,595,078 $2,543,435
Long-term debt, less current maturities $152,161 $174,711 $190,625 $ 89,268 $ 109,911 $ 92,735 $ 119,483
Total stockholders' equity............. $202,062 $376,354 $493,248 $ 855,421 $1,132,531 $1,040,741 $1,727,224

--------
(1) Excluding acquisition and restructuring charges and related taxes, diluted
earnings per share for the years ended 1999 and 2000 and for the nine month
periods ended September 30, 2000 and 2001 were $0.33, $0.44, $0.31 and
$0.42, respectively.
(2) Amounts exclude acquisition and restructuring charges. Including such
charges, operating income per transaction in 1996, 1997, 1998, 1999 and
2000 was $0.024, $0.026, $0.031, $0.030 and $0.037, respectively.

The selected consolidated financial data has been restated for all periods
presented to reflect the business combinations of Concord with Digital Merchant
Systems of Illinois, Inc. and American Bankcard International, Inc. on June 30,
1998, Electronic Payment Services, Inc. on February 26, 1999, National Payment
Systems, Inc. d/b/a Card Payment Systems on January 31, 2000, Cash Station,
Inc. on August 21, 2000 and Star Systems, Inc. on February 1, 2001, each of
which was accounted for as a pooling of interests. Net income per share has
been restated for all periods presented to reflect all stock splits.

Comparative Market Price Data

Concord. Concord common stock is traded on Nasdaq under the symbol
''CEFT.'' Concord has never paid cash dividends and has no plans to do so in
the future. The following table presents certain historical trading information
for Concord common stock.

Concord
Common Stock(1)
---------------
High Low
------ ------

Year Ended December 31, 2002
First Quarter (through January 18, 2002) $33.72 $30.87
Year Ended December 31, 2001
Fourth Quarter.......................... $33.36 $23.65
Third Quarter........................... 30.83 21.08
Second Quarter.......................... 28.47 18.72
First Quarter........................... 24.97 17.00
Year Ended December 31, 2000
Fourth Quarter.......................... $24.06 $16.50
Third Quarter........................... 18.25 12.84
Second Quarter.......................... 14.56 9.31
First Quarter........................... 14.00 7.66

--------
(1) The common stock prices have been restated to reflect all stock splits.

On December 17, 2001, the last trading day prior to the public announcement
of the merger agreement, the last sale price of Concord common stock, as
reported by Nasdaq, was $30.31. On January 18, 2002, the last trading date
prior to the date of this proxy statement and prospectus, the last sale price
of Concord common stock, as reported by Nasdaq, was $31.80.

THE MARKET PRICE OF CONCORD COMMON STOCK FLUCTUATES AND YOU ARE ADVISED TO
OBTAIN CURRENT MARKET QUOTATIONS FOR CONCORD COMMON STOCK.

Logix. Because there is no established trading market for the Logix
membership units, information with respect to market prices of the Logix
membership units and the equivalent per share market prices of Concord common
stock have been omitted.

THE SPECIAL MEETING

General

This proxy statement and prospectus is being furnished in connection with
the solicitation of proxies by the Logix Board of Managers for use at the
special meeting of holders of Logix membership units. This proxy statement and
prospectus, the attached Notice of Special Meeting of Members and the enclosed
form of proxy are first being mailed to members of Logix on or about January
, 2002.

Matters to Be Considered at the Special Meeting

At the Logix special meeting, holders of Logix membership units will be
asked to consider and vote on a proposal to approve and adopt the merger and
the merger agreement.

After careful consideration, the Logix Board of Managers has unanimously
declared that the merger agreement and the merger are advisable and fair to and
in the best interests of Logix and its members. THE LOGIX BOARD OF MANAGERS HAS
UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT
HOLDERS OF LOGIX MEMBERSHIP UNITS VOTE TO APPROVE AND ADOPT THE MERGER
AGREEMENT.

Record Date

The record date for the determination of the members entitled to notice of
and to vote at the special meeting shall be fixed as the date on which notice
of the meeting is mailed or delivered. As of the close of business on the
record date, there were 20,998,919 Logix membership units outstanding. No other
voting interests of Logix are outstanding. Each holder of a Logix membership
unit is entitled to one vote for each Logix membership unit held as of the
record date.

As of the record date, the managers and executive officers of Logix
beneficially owned 18,030,011 (approximately 86%) of the outstanding Logix
membership units. Certain Logix members, including each of the managers, have
signed voting agreements, without any additional consideration being paid to
them, by which they have agreed to vote all of their Logix membership units in
favor of approving and adopting the merger agreement.

Quorum

The presence at the special meeting, in person or by proxy, of the holders
of the majority of outstanding Logix membership units constitutes a quorum for
the transaction of business at the special meeting. Abstentions and non-votes
will be considered present at the special meeting for the purpose of
determining the presence of a quorum. If a quorum is not present, the special
meeting may be adjourned from time to time (not to exceed 60 days) until a
quorum is obtained.

Required Vote

Assuming a quorum is present, the affirmative vote of members holding at
least 70% of the outstanding Logix membership units is required to approve and
adopt the merger agreement. Abstentions and non-votes will have the same effect
as a vote against the approval and adoption of the merger agreement.

As a condition of Concord's willingness to enter into the merger agreement,
certain members of Logix have entered into voting agreements with Concord, each
dated as of December 15, 2001. Under the voting agreements, each of these
members has agreed, without any additional consideration being paid to it, to
vote all of the Logix membership units held by it in favor of approving and
adopting the merger agreement. As of the record date, these members in the
aggregate beneficially held 18,030,011 (approximately 86%) of the outstanding
Logix membership units.

Proxies

This proxy statement and prospectus is accompanied by a form of proxy to be
used at the Logix special meeting. Logix members are requested to complete,
sign and date the accompanying proxy and promptly return it in the enclosed
envelope or otherwise mail it to Logix.

Logix membership units represented by properly executed proxies will, unless
revoked, be voted in accordance with the instructions indicated or, if no
instructions are indicated, will be voted for approval and adoption of the
merger agreement, and in the best judgment of the individuals named in the
proxy on any other matters which may properly come before the special meeting.

You may revoke any proxy you have given at any time prior to its being voted
by filing a notice of revocation or a duly executed proxy bearing a later date
with the Secretary of Logix. You may also revoke your proxy by attending the
special meeting and voting in person.

You may abstain from voting by properly marking the ''ABSTAIN'' box on the
proposal from which you wish to abstain. Your abstention will be counted as
present for the purpose of determining the existence of a quorum. Abstentions
will have the same effect as a vote against the approval and adoption of the
merger agreement.

Solicitation of Proxies

Proxies are being solicited by and on behalf of the Logix Board of Managers.
It is estimated that less than $10,000.00 will be spent in connection with the
solicitation of the Logix members. Concord and Logix will share equally all
expenses related to the solicitation of proxies from Logix members, printing
and filing this proxy statement and prospectus and all the SEC and other
regulatory filing fees incurred in connection with this proxy statement and
prospectus. See ''THE MERGER AGREEMENT -- Fees and Expenses." In addition to
soliciting proxies by mail, officers, managers, and employees of Logix, without
receiving additional compensation, may solicit proxies by telephone, in person
or by other means.

THE MERGER

Background of the Merger

Since its formation, Logix has acquired and developed technologies to
differentiate itself as an electronic processor of payment services (credit,
debit and electronic check processing), network services (ATM processing) and
information services (identification verification and authentication). During
this time, Logix has focused on technology development and acquisition, and
integration of such technologies to deliver valuable business solutions to its
customer base through multiple sales channels. To achieve this plan, Logix
needed sufficient acquisition and development capital, as well as the operating
capital to build and support its sales organization and targeted customer base.
The past twenty-four months have been a period of substantial and rapid change
in the availability of public and private capital to support this plan. Logix
determined that the best alternative to independent growth was to combine with
a strategic business partner that could support operations and deliver a mature
and profitable product distribution channel, and thus, assist Logix in
achieving its goal of entering into merchant contracts that provide revenue
from Logix's suite of products.

During the late summer and fall of 2001, the Logix Board of Managers began a
series of discussions concerning strategic partnerships with payment processing
companies. The Logix Board of Managers established the following criteria for
evaluating potential strategic partners:

. a top 10 payment processor of credit / debit transactions;

. ATM processing experience;

. similarly targeted customer base including convenience stores, grocery
stores and large retail chains;

. a large, diversified and experienced sales force; and

. a publicly held company with sufficient capital resources.

In late September 2001, Logix contacted Concord and other potential
candidates to discuss a variety of strategic options.

During the week of October 8, 2001, Logix and Concord held conference calls
to determine the potential benefits of a business combination.

On October 25, 2001, Logix and Concord met in Memphis, Tennessee to further
discuss the benefits of a merger.

On November 2, 2001, Logix entered into a non-binding preliminary term sheet
outlining the proposed terms of the merger with Concord.

On November 12, 2001, Concord's legal counsel distributed the form of
proposed merger agreement to Logix and its legal counsel.

On November 13 and 14, 2001, Concord conducted legal and business due
diligence at Logix's offices.

On November 21, 2001, Concord received formal comments on the form of merger
agreement from Logix's legal counsel.

From November 21, 2001 through December 11, 2001, Logix and Concord, as well
as their respective legal counsel, held various discussions regarding the
merger agreement and the other documents contemplated by the merger agreement.
During this same period, management of Logix and Concord continued to discuss
the financial and business terms of the proposed merger, including a meeting
between management of Concord and Logix on December 13, 2001 in Memphis,
Tennessee.

On December 11, 2001, the Logix Board of Managers unanimously determined
that the form of merger agreement was in the best interests of the Logix
members and unanimously approved the merger agreement and the other documents
contemplated by the merger agreement, allowing for such changes to the form as
the signing officer deemed appropriate. Concord's Board of Directors also
approved the merger agreement and the other documents contemplated by the
merger agreement.

Discussions continued to be held by management of Concord and Logix and
their respective advisors from December 11 through December 15, 2001 as the
final terms of the merger agreement and the other documents contemplated by the
merger agreement were agreed upon.

Authorized officers of Logix, Concord and Spark Merger Corp. executed the
merger agreement and other documents contemplated by the merger agreement on
December 15, 2001.

The execution of the merger agreement was publicly announced on December 18,
2001.

Concord's Reasons for the Merger

Concord's purpose for engaging in the transactions contemplated by the
merger agreement is to acquire control of, and the entire equity interest in,
Logix. Concord believes that the acquisition of Logix will enhance Concord's
existing business. The structure of the merger was established to achieve the
business objectives of Concord in light of relevant financial, legal, tax and
other considerations.

Logix's Reasons for the Merger; Recommendation of the Logix Board of Managers

The Logix Board of Managers believes the merger will be beneficial to Logix
and in the best interests of the members and that its members should vote FOR
the merger.

The merger has been recommended by the Logix Board of Managers in response
to several developments with regard to Logix's business. The Logix Board of
Managers believes that the environment for identification verification,
electronic check conversion and the processing of off-premises ATMs will
require the resources of a large, well established payment processor such as
Concord.

The Logix Board of Managers believes that the merger will provide a mature
customer base and the necessary human resources, including an experienced sales
organization with multiple sales channels, to accelerate the rate at which
Logix can grow its merchant account base. Furthermore, Logix expects to achieve
competitive efficiencies on a per-transaction basis as a result of the merger.
Additionally, fixed costs constitute a major part of Logix's processing costs
and Logix believes that such costs will decline proportionately in relation to
an increase in processing volume that may result from the merger.

The Logix Board of Managers also considered the following factors that it
believes would contribute to the success of Logix as a part of the Concord
organization, all of which it deemed favorable, in reaching its decision to
approve the merger and the merger agreement:

. the historical financial performance, business operations, financial
condition and prospects of Concord;

. the financial and other significant terms of the proposed merger,
including the terms and conditions of the merger agreement;

. the combination of expertise and resources of the two companies; and

. the compatibility of management and businesses of Logix and Concord.

The Logix Board of Managers also considered potentially negative factors
that could arise in connection with the merger. These included:

. the substantial management time and effort required to effectuate the
merger;

. the transaction costs associated with the merger;

. the risk that Concord may not be able to integrate the operations of
Logix successfully;

. the business risks of Concord's existing businesses;

. the market risks of holding publicly traded stock; and

. the fact that the merger consideration received by the Logix members
generally is taxable.

If the merger is not completed, Logix will continue to pursue its existing
business strategy. In addition, Logix may consider other business combination
opportunities or financing alternatives if the merger is not completed.

The foregoing discussion of information and factors considered and given
weight by the Logix Board of Managers is not intended to be exhaustive, but is
believed to include all of the material factors considered by the Logix Board
of Managers. In view of the variety of factors considered in connection with
its evaluation of the merger, the Logix Board of Managers did not find it
practicable to, and did not, quantify or otherwise assign relative weights to
the specific factors considered in reaching its determinations and
recommendations. In addition, individual members of Logix's Board of Managers
may have given different weights to different factors.

The Logix Board of Managers has unanimously approved the merger agreement
and unanimously recommends that you vote to approve and adopt the merger
agreement and approve the merger.

Interests of Certain Persons in the Merger; Conflicts of Interest

In considering the recommendation of the Logix Board of Managers with
respect to the merger, members of Logix should be aware that certain of Logix's
managers and members of Logix's management have certain interests in the
merger. The Logix Board of Managers was aware of these possible conflicts of
interest and carefully considered them in reaching its determination that the
merger was fair to the Logix members.

The current officers and managers of Logix will be indemnified by Concord
with respect to acts or omissions of these persons occurring at or prior to the
completion of the merger, to the same extent as these persons presently are
indemnified under the charter documents of Logix and its subsidiaries.

Logix has an employment agreement with A. Anthony Sdao, its President and a
member of its Board of Managers. As a condition to the closing, Mr. Sdao is
required to enter into an employment agreement with Spark Merger Corp., the
surviving corporation, which will supersede his current employment agreement
with Logix. Mr. Sdao's new employment agreement will be for a term of two
years, with automatic one year extensions unless either party gives prior
notice of termination. Mr. Sdao's position and duties will be determined by
Concord subject to Mr. Sdao's reasonable approval. Under his new employment
agreement, Mr. Sdao will be guaranteed a base salary of at least $100,000.00
per year and will be eligible for the grant of options to purchase Concord
common stock. If Mr. Sdao is terminated without cause or if he terminates his
employment due to a material breach by Spark Merger Corp., under his new
agreement he will be entitled to receive certain payments and benefits,
including continued vesting of options for a specified period, provided that he
executes a release of claims against certain parties, including Concord and
Spark Merger Corp. Under his current employment agreement, if Logix terminated
his employment without cause, Mr. Sdao would be entitled to receive more
limited guaranteed payments. The new employment agreement will also contain
certain confidentiality, noncompetition, nonsolicitation and assignment of
inventions provisions.

Additionally, at the closing Concord will pay to each of Mr. Sdao and Scott
Bahneman, Logix's Vice President of Marketing and Business Development and a
member of the Logix Board of Managers, $101,438.36 and $35,184.15,
respectively, which amounts represent fixed interest which had accrued under
certain loans made by such individuals to Logix but had not been paid to such
individuals by Logix.

Likewise, at the closing Concord will pay to Lana Rozendorf, a manager and
the Secretary of Logix, and her husband Vladimir Rozendorf, a Vice President of
Logix, the principal amount of $26,199.00 plus all accrued an unpaid interest
due and owing to such individuals under a promissory note of Logix dated
December 29, 1999. Concord will also pay $29,307.00 to Lana Rozendorf and
another $29,307.00 to Vladimir Rozendorf in satisfaction of commitments to such
individuals contained in the operating agreement of TouchLogix, LLC, a
subsidiary of Logix.

At the closing, Concord will cause Spark Merger Corp. to pay to certain of
its employees, some of whom are also managers of Logix, all accrued and unpaid
compensation owed by Logix to such individuals. The affected individuals and
the amounts to be paid are: Todd Anderson (Logix's Chief Information Officer)
$105,751.00, Kristin DelMonte (Logix's Chief Operating Officer) $45,502.00,
Daniel Lykken (Logix's Chief Financial Officer and Vice President of
Distribution) $45,502.00, Lana Rozendorf (Logix's Secretary) $6,000.00 and
Vladimir Rozendorf (Vice President of Logix) $6,000.00. Each of Messrs.
Anderson and Lykken, Ms. DelMonte and Ms. Rozendorf is also a manager of Logix.
Concord will also cause Spark Merger Corp. to forgive all principal and
interest owing to Logix relating to those promissory notes of Kristin DelMonte,
dated January 1, 2001, in the principal amount of $200,000.00, Daniel Lykken,
dated January 1, 2001, in the principal amount of $250,000.00 and Brian
Shanahan (Logix's Vice President of Eastern Sales and a manager), dated October
26, 2000, in the principal amount of $28,000.00.

In addition, under the merger agreement, Concord has agreed to reserve
200,000 shares of its common stock for grants under its stock option plan to
certain employees of Logix who remain employees of Spark Merger Corp., the
surviving corporation. Such grants shall be determined by the Board of
Directors of Concord in its sole discretion after consultation with A. Anthony
Sdao, and may include grants to individuals who are managers and members of
management of Logix. These options shall be granted after the closing of the
merger.

In connection with the merger, A. Anthony Sdao and Scott Bahneman will
release all rights they have to the deferred salary owed to them by Logix in
the aggregate amount of $345,000.00 on a pro rata basis based upon the amount
of deferred salary owed to each of them by Logix, and Spark Merger Corp. will
establish a $345,000.00 bonus pool for employees of Logix designated by Concord
who remain employees of Spark Merger Corp., the surviving corporation. Certain
managers and members of management of Logix may receive allocations from this
bonus pool. The bonus pool will be allocated by Concord in its sole discretion
after consultation with A. Anthony Sdao and will be paid within 30 days after
the closing of the merger.

Form of the Merger

If the holders of Logix membership units approve and adopt the merger
agreement and all other conditions to the merger are satisfied or waived, Logix
will be merged with and into Spark Merger Corp. Spark Merger Corp. will be the
surviving corporation after the merger and will be a direct wholly owned
subsidiary of Concord. Concord and Logix anticipate that the merger will occur
as promptly as practicable after the special meeting, with the filing of a
statement of merger with the Colorado Secretary of State.

Merger Consideration

The merger agreement provides that, upon consummation of the merger, as
consideration for the merger, each Logix membership unit (other than membership
units owned by HIS which will be canceled) will be converted into shares of
Concord common stock according to the provisions of the merger agreement.

The merger consideration is generally intended to provide to the holders of
Logix membership units 1.1 million shares of Concord common stock minus the
number of shares of Concord common stock which are equal in value to
$5,609,583.39. This amount is to be delivered by Concord at the closing in
connection with the purchase by certain subsidiaries of Logix of all of the
outstanding equity interests of RBSA and HIS. Based upon the number of
outstanding Logix membership units as of the date of the merger agreement, on a
fully-diluted basis (but not including the Logix membership units held by HIS
which will be canceled rather than converted), if the merger had closed on
January 18, 2002, each Logix membership unit outstanding would be converted
into the right to receive 0.044627 shares of Concord common stock. A greater
number of Logix membership units outstanding as of the merger will result in a
lower exchange ratio. The merger consideration is also generally intended to
provide a minimum number of shares to holders of Logix membership units. This
is accomplished by establishing a floor price for the Concord shares for
purposes of calculating the number of such shares which are equal in value to
$5,609,583.39. For purposes of making this calculation, the Concord shares will
be valued at

either $27.50 or Concord's average price, whichever is greater. ''Concord's
average price'' means the weighted average (based upon trading volumes) of the
high and low sales prices reported by Nasdaq for a share of Concord common
stock during the 10 trading day period ending on the date of the merger.

If between the date of the merger agreement and the effective time of the
merger Concord changes the outstanding shares of Concord common stock into a
different number of shares or a different class, by reason of any stock
dividend, subdivision, reclassification, recapitalization, split, combination
or exchange of shares, the merger agreement provides that the merger
consideration paid to Logix members will be correspondingly adjusted to the
extent appropriate to reflect these changes. In lieu of fractional shares of
Concord common stock, Concord will pay to each holder who would otherwise be
entitled to receive a fractional share an amount in cash equal to the product
of (i) the last reported sale price per share of Concord common stock, as
reported by Nasdaq, on the date of the effective time of the merger, and (ii)
the fractional share interest to which such holder would otherwise be entitled.

Escrow

Under the merger agreement, Concord and its affiliates will be indemnified
against losses and expenses incurred as a result of:

. any breach or failure of Logix to perform any of its agreements,
covenants or obligations contained in the merger agreement;

. any breach of a warranty or inaccuracy of a representation of Logix
contained in the merger agreement or in a certificate of Logix delivered
to Concord pursuant to the merger agreement; and

. any claims that Logix's or any of its subsidiaries' products or any use,
sale, offer for sale or manufacture thereof or the conduct of Logix's or
any of its subsidiaries' businesses infringes certain patents.

With respect to breaches of warranties or inaccuracies of representations of
Logix, Concord and its affiliates will be indemnified only in the event that
the aggregate losses and expenses borne by Concord and its affiliates with
respect to such breaches and inaccuracies exceeds $150,000.00 (in which event
the full amount of such losses and expenses is indemnifiable), except with
respect to certain representations and warranties for which the limitation is
not applicable.

Indemnity Fund. Concord and its affiliates will be indemnified from an
indemnity fund. The indemnity fund will be governed by an indemnity agreement
and First Tennessee will act as indemnity agent. The indemnity agreement is
attached to this proxy statement and prospectus substantially in the form of
Annex C. The indemnity fund and indemnity obligations will end one year after
the closing of the merger, except with respect to any pending or outstanding
indemnity claims. At that time, if no indemnity claim has been made, the shares
of Concord common stock in the indemnity fund will be released to the former
holders of Logix membership units in accordance with the indemnity agreement.
The members will have no right of contribution from Logix with respect to any
losses or expenses claimed by Concord after the closing date. Nothing in the
merger agreement limits the liability of Logix for any breach of any
representation, warranty or covenant if the merger is not consummated.

Upon the surrender of a properly executed letter of transmittal transferring
rights to the Logix membership units held by a member, 5% of the number of
whole shares of Concord common stock issuable to such member as merger
consideration will be delivered to the indemnity agent and will comprise the
indemnity fund. Any additional shares of Concord common stock resulting from a
stock split affecting the Concord common stock in the indemnity fund will
remain a part of the indemnity fund. All dividends or distributions (other than
stock or similar dividends) will be distributed to Concord stockholders whose
shares are held in the indemnity fund (formerly Logix members) by the indemnity
agent in accordance with the indemnity agreement. Under the indemnity
agreement, those stockholders may, under certain circumstances, sell the shares
of Concord common stock credited to them in the indemnity fund, but the
proceeds of the sale must be maintained in the indemnity fund until it expires.

Member Representatives. The merger agreement establishes A. Anthony Sdao
and Kristin DelMonte as the initial member representatives. The member
representatives are appointed to act as the agents of the stockholders whose
shares of Concord common stock are held in the indemnity fund (formerly Logix
members) to take certain actions relating to the indemnity fund. The actions of
the member representatives will be considered the binding actions of the
stockholders whose shares of Concord common stock are held in the indemnity
fund (formerly Logix members). The holders of a majority in interest of the
shares of Concord common stock held in the indemnity fund may change the
representatives upon ten days' prior written notice to Concord and the
indemnity agent.

Maximum Payments and Remedies. Following the merger, the amount held in the
indemnity fund will provide the sole and exclusive remedy for any and all
damages Concord may suffer as the result of any breach of the merger agreement,
any claim of misrepresentation against Logix in connection with the merger
agreement or the merger or any claim of infringement related to certain patents.

Procedures for Surrender of Logix Membership Units

Concord will authorize its transfer agent to act as exchange agent. Concord
will deposit with the exchange agent, into an exchange fund, for the benefit of
holders of issued and outstanding Logix membership units, certificates
representing the shares of Concord common stock issuable as a result of the
merger and cash required to make payments in lieu of fractional shares.

As soon as practicable after the effective time of the merger, the exchange
agent will mail a letter of transmittal, together with instructions, to the
holders of record of Logix membership units. After receiving the letter of
transmittal the Logix members will be able to surrender their membership units
to the exchange agent utilizing the letter of transmittal, and will receive in
exchange a certificate representing the number of whole shares of Concord
common stock (and cash in lieu of any fractional shares) to which they are
entitled, less any Concord shares distributed to the indemnity agent for
deposit into the indemnity fund. The letter of transmittal will be accompanied
by instructions specifying other details of the surrender. Logix members should
not send anything to the exchange agent until they receive a letter of
transmittal.

After the effective time of the merger and until surrendered, each Logix
membership unit will represent only the right to receive upon surrender a
certificate representing shares of Concord common stock and cash in lieu of
fractional shares. No dividends or other distributions declared or made on
Concord common stock with a record date after the effective time and no payment
in lieu of fractional shares will be paid to the holder of any unsurrendered
Logix membership units until the holder of record surrenders its Logix
membership units as provided in the letter of transmittal. Subject to the
effect of applicable laws, after a Logix member surrenders its Logix membership
units, it will be paid, without interest, (i) at the time of surrender or as
promptly as practicable thereafter, the amount of any cash payable in lieu of
fractional shares of Concord common stock to which it is entitled and the
amount of dividends or other distributions with a record date on or after the
effective time of the merger previously paid with respect to whole shares of
its Concord common stock, and (ii) at the appropriate payment date or as
promptly as practicable thereafter, the amount of dividends or other
distributions with a record date on or after the effective time of the merger
but prior to surrender and with a payment date on or after surrender payable
with respect to whole shares of its Concord common stock.

Concord and the exchange agent are entitled to deduct and withhold from the
consideration otherwise payable such amounts as they are required to deduct and
withhold under the Internal Revenue Code of 1986 or any provision of state,
local or foreign tax law. Concord and Logix will treat any amounts so withheld
as having been paid to the person in respect of whom such deduction and
withholding was made.

Appraisal Rights

The Colorado statutes under which the merger will be effectuated do not
provide any dissenters' rights of appraisal for Logix members who object to the
merger.

Certain United States Federal Income Tax Aspects

Generally

The following discussion summarizes certain material United States federal
income tax aspects of the merger. The discussion that follows is based on and
subject to the Internal Revenue Code of 1986, as amended (the Code), treasury
regulations thereunder, existing administrative interpretations and court
decisions as of the date of this proxy statement and prospectus, all of which
are subject to change (possibly with retroactive effect) and may be subject to
differing interpretations. The following discussion does not address the
effects of the Merger under any state, local or foreign tax laws. It also does
not address all aspects of the federal income tax law that may potentially be
relevant to Logix members in light of their individual circumstances, such as
special tax rules that apply to financial institutions, broker-dealers or
members that hold their interests in Logix as part of a "straddle" or other
integrated investment.

Because individual circumstances may differ, each Logix member should
consult his or her own tax advisor to determine the applicability of the rules
discussed below and the particular federal income tax effects of the merger to
such member, as well as the application and effect of state, local and other
tax laws.

Tax Treatment of the Merger

Although the merger will be effectuated under the applicable corporate and
limited liability company laws governing mergers, it is not a tax-free or
tax-deferred transaction. For federal income tax purposes, the merger will be
treated as occurring in two steps. First, Logix will be treated as selling all
of its assets, subject to its liabilities, to Spark Merger Corp. in a fully
taxable transaction, in exchange for the aggregate amount of Concord common
stock that will be delivered in the merger, including fractional shares, and
Concord will be deemed to redeem such fractional shares for the cash to be paid
in lieu of delivering fractional shares to the members. Second, Logix will be
treated as distributing such Concord common stock and cash to the Logix members
in the complete liquidation of Logix. Each of these steps will have distinct
tax consequences to the Logix members.

Tax Treatment of the Deemed Asset Sale

For federal income tax purposes, the amount and character of any income,
gain or loss from the deemed asset sale will be determined by treating Logix as
the seller. Because Logix is a partnership for federal income tax purposes, it
will not generally be subject to tax on such income, gain or loss. Instead, the
Logix members will be required to reflect their allocable share of such income,
gain or loss on their federal income tax returns for the tax year in which the
merger occurs.

As a result of the merger, Logix will recognize an amount of gain or loss
equal to the difference between its adjusted tax basis in its assets and the
sum of (i) the fair market value of the Concord common stock delivered in the
merger, including fractional shares of common stock and common stock placed in
the indemnity fund, and (ii) the amount of the Logix liabilities that are
assumed by Spark Merger Corp. in the merger. In general, Logix's gain or loss
on the sale of an asset will be capital gain or loss if Logix holds such asset
as a capital asset. However, all or a portion of any gain recognized by Logix
on the deemed sale of certain capital assets will be treated as ordinary income
(for example, to the extent Logix has previously taken depreciation or
amortization with respect to such asset) or as short-term capital gain (for
example, to the extent Logix's holding period for the asset does not exceed one
year).

Under the merger agreement, the allocation of the deemed purchase price
among the assets of Logix will be determined by mutual agreement of Concord and
the member representatives, if the closing occurs on or prior to January 26,
2002, or by Concord alone if the closing occurs thereafter. In all events, the
allocation schedule is to be reasonable and determined in accordance with the
applicable provisions of the Code.

Tax Treatment of the Deemed Liquidation

Immediately following the deemed asset sale, Logix will be treated as
liquidating and distributing all of its remaining assets to its members.
Pursuant to this deemed liquidation, the Logix members will be treated as
exchanging all of their outstanding Logix membership units for the aggregate
amount of Concord common stock delivered in the merger and any cash deemed to
have been paid by Concord in redemption of fractional shares. In general, each
Logix member will recognize gain or loss equal to the amount by which the fair
market value of the Concord common stock (including such member's pro rata
share of the Concord common stock placed in the indemnity fund) and cash
received exceeds such member's adjusted tax basis in his or her Logix
membership units. For purposes of calculating the gain or loss on the deemed
liquidation of Logix, any allocation to a Logix member of income or gain
resulting from the deemed sale of assets by Logix in the merger will increase,
and any allocation of loss will decrease, such member's tax basis in his or her
Logix membership units immediately prior to the deemed liquidation. Any gain or
loss recognized by a Logix member on the liquidation will be capital gain or
loss if the member holds his or her Logix membership units as a capital asset,
and will be long-term gain or loss if the member has held his or her Logix
membership units for more than one year on the closing date.

Indemnity Fund

Pursuant to the merger agreement, 5% of the aggregate number of shares of
Concord common stock to be delivered in the merger will be deposited into the
indemnity fund. For federal income tax purposes, each Logix member will be
treated as owning a pro-rata portion of the Concord common stock deposited into
the indemnity fund. As the tax owner, the member will be required to include in
his or her gross income the member's share of any dividends or interest earned
on the Concord common stock or other assets held in the indemnity fund, whether
or not such amounts are currently distributed to the member. Moreover, any
shares of Concord common stock that are surrendered to Concord pursuant to the
indemnity agreement should relate back to the merger and be treated as a
downward adjustment to the amount realized by Logix on the deemed sale of its
assets. It can generally be expected that such adjustments would reduce the
income or gain, or increase the loss, originally allocated to the members and
would also reduce the amount of the liquidating distributions deemed to have
been received by the members. In such event, the members should be entitled to
reflect these adjustments on their federal income tax returns for the tax year
in which these adjustments occur. In the event of a material adjustment of this
nature, Concord intends to cause supplemental tax information to be distributed
to the Logix members, describing adjustments in the income, gain or loss
originally reported to them for the tax year in which the merger takes place.

Certifications

As a condition to the closing, each Logix member must provide a certificate
of non-foreign status to Concord. Such certificate, attached in the form of
Exhibit E to the merger agreement, requires each member to certify, under
penalties of perjury, (i) that the member is not a nonresident alien for
purposes of U.S. income taxation; (ii) the member's taxpayer identification
number; and (iii) the member's home address. In the event that a member does
not provide this certification, Logix may be required to withhold federal
income tax on the deemed liquidation equal to 38.6% of such member's allocable
share of any net income or gain on the deemed asset sale.

We intend this discussion to provide only a summary of the material United
States federal income tax consequences of the merger. We do not intend that it
be a complete analysis or description of all potential federal income tax
consequences of the merger. In addition, as noted above, we do not address tax
consequences that may vary with, or are contingent upon, individual
circumstances. We strongly urge you to consult your tax advisor to determine
your particular United States federal, state, local or foreign income or other
tax consequences resulting from the merger, in light of your individual
circumstances.

Accounting Treatment

It is anticipated that the merger will be accounted for by Concord under the
''purchase'' method of accounting in accordance with generally accepted
accounting principles.

Federal Securities Law Consequences

Logix members who are not affiliates of Logix before the merger will receive
freely transferable shares of Concord common stock in the merger. However,
shares of Concord common stock received by persons who are affiliates of Logix
before the merger may be resold by them only in transactions permitted by the
resale provisions of Rule 145 under the Securities Act of 1933, as amended (the
Securities Act) or Rule 144 under the Securities Act in the case of those
persons who become affiliates of Concord after the merger, or as otherwise
permitted by the Securities Act.

Certain Other Effects of the Merger

After the merger, Logix members will become stockholders of Concord. Upon
consummation of the merger, the certificate of incorporation and by-laws of
Concord, in addition to the applicable provisions of Delaware law, will govern
the rights of all former Logix members. For a description of the differences
between the rights of Concord stockholders and Logix members, see ''COMPARISON
OF RIGHTS OF LOGIX MEMBERS AND CONCORD STOCKHOLDERS.''

Forward-Looking Statements May Prove Inaccurate; Risk Factors

Concord and Logix have made forward-looking statements in this document and
in documents to which we have referred you. These statements are made pursuant
to the safe harbor provisions of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are not guarantees of future performance and involve
risks, uncertainties and other factors, including those set forth in this
paragraph, and we cannot assure you that such statements will prove to be
correct. Forward-looking statements include assumptions as to how Concord and
Logix may perform in the future. You will find many of these statements in the
following sections: ''THE MERGER--Concord's Reasons for the Merger" and "THE
MERGER--Logix's Reasons for the Merger; Recommendation of the Logix Board of
Managers.'' Also, when we use words like ''believes,'' ''expects,''
''anticipates,'' ''intends,'' ''plans,'' ''estimates,'' ''likely,'' ''will,''
''should'' or similar expressions, we are making forward-looking statements.
You should understand that some important factors, in addition to those
discussed elsewhere in this document and in the documents which we incorporate
by reference, could affect the future results of Concord and Logix and could
cause those results or our performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by those statements. These factors include, but are not limited to: (1)
the failure to successfully execute Concord's corporate consolidation plan; (2)
the loss of key personnel or inability to attract additional qualified
personnel; (3) the loss of key customers; (4) increasing competition; (5)
changes in card association rules and practices; (6) the inability to remain
current with rapid technological change; (7) risks related to acquisitions; (8)
the imposition of additional state taxes; (9) continued consolidation in the
banking and retail industries; (10) business cycles and the credit risk of our
merchant customers; (11) the outcome of litigation involving VISA and
MasterCard; (12) utility and system interruptions or processing errors; (13)
susceptibility to fraud at the merchant level; (14) changes in card association
fees, products or practices; (15) restrictions on surcharging; (16) changes in
rules and regulations governing financial institutions; (17) volatility of
Concord's stock price; (18) no adjustment to the merger terms will be made as a
result of changes in the market price of Concord's stock; and (19) significant
delay in the expected completion of the merger. We undertake no obligation to
publicly update or revise any forward-looking statements to reflect changed
assumptions, the occurrence of anticipated or unanticipated events or changes
to future results over time.

THE MERGER AGREEMENT

This section of the proxy statement and prospectus describes aspects of the
merger, including the material provisions of the merger agreement. The
following summary of the material terms and provisions of the merger agreement
is qualified in its entirety by reference to the merger agreement. The merger
agreement is attached as Annex A to this proxy statement and prospectus and is
incorporated herein by reference. You are encouraged to read the merger
agreement in its entirety for a fuller description of the merger.

The Merger

The merger agreement provides that Logix will be merged with and into Spark
Merger Corp., a direct wholly owned subsidiary of Concord, at the effective
time of the merger. Pursuant to the merger agreement, Spark Merger Corp. will
be the surviving corporation and will be a direct wholly owned subsidiary of
Concord. The Logix Board of Managers unanimously approved the merger agreement
and the merger.

Structure of the Merger

According to the terms and conditions of the merger agreement and the
Colorado Corporations and Associations Act and the Colorado Limited Liability
Company Act, at the effective time of the merger, Logix will merge with and
into Spark Merger Corp. Spark Merger Corp. will continue to exist as the
surviving corporation under the laws of the State of Colorado. At the effective
time of the merger, Logix will no longer exist as a separate entity. At the
effective time of the merger, the articles of incorporation and by-laws of
Spark Merger Corp. will become the articles of incorporation and by-laws of the
surviving corporation.

Conversion and Exchange of Securities and Membership Units

At the effective time of the merger, each issued and outstanding share of
Spark Merger Corp. common stock will be converted into one share of common
stock of the surviving corporation.

At the effective time of the merger, each issued and outstanding Logix
membership unit (other than any membership units owned by HIS, which will be
canceled), will be converted into shares of Concord common stock according to
the exchange ratio described under ''THE MERGER--Merger Consideration'' and
cash, without interest, in lieu of fractional shares of Concord common stock.

Effective Time

The merger will occur after all of the conditions in Article VI of the
merger agreement have been fulfilled or, if permissible, waived. No later than
the second business day after the satisfaction or waiver of the conditions in
Article VI of the merger agreement, or such other date as Concord and Logix may
agree, the parties will hold a scheduled closing. On the day the merger occurs,
a statement of merger will be filed with the Secretary of State of the State of
Colorado. The effective time of the merger will be the date and time of the
filing, unless both Spark Merger Corp. and Logix mutually agree to designate a
later date of effectiveness of the merger not more than 90 days after the date
the statement of merger is filed, in which case the later date designated in
the statement of merger will be the effective time.

Concord and Logix each anticipate that, if the merger is approved at the
special meeting of Logix members, it will be consummated shortly thereafter.
However, if any of the conditions required to be met prior to consummation of
the merger have not been so met, the closing may be delayed. There can be no
assurances as to if or when the conditions required to consummate the merger
will be met or that the merger will be consummated.

Representations and Warranties

The merger agreement contains various representations of Concord, Spark
Merger Corp. and Logix. Concord and Spark Merger Corp. have made
representations and warranties to Logix regarding, among other things, the
following:

. the due organization, valid existence and good standing of Concord and
Spark Merger Corp.;

. the capital structure of Concord;

. the authorization, execution, delivery and enforceability of the merger
agreement and certain other agreements contemplated by the merger
agreement and related matters;

. the compliance of the merger agreement with (1) Concord's certificate of
incorporation and by-laws and the certificate of incorporation and
by-laws of Spark Merger Corp., (2) the comparable organizational
documents of any of Concord's other subsidiaries, (3) certain agreements
of Concord or any of its subsidiaries, and (4) any judgment, rule or
regulation applicable to Concord or any of its subsidiaries;

. the required governmental filings;

. SEC documents filed since January 1, 2001, including that such filings
did not, at the time they were filed, contain material misstatements or
omissions;

. the accuracy of information contained in the registration statement, of
which this proxy statement and prospectus is a part, including the
absence of any untrue statement of material fact or the omission of a
material fact such that the statements are not misleading;

. the absence of any lawsuits or other legal or administrative proceedings
or investigations pending or threatened against Concord or any of its
subsidiaries relating to the transactions contemplated by the merger
agreement and those agreements to be entered into by Concord as
contemplated by the merger agreement;

. the absence of any vote of the security holders of Concord being
required by law or Concord's certificate of incorporation or by-laws;

. the absence of any broker's or finder's fee; and

. the formation and operations of Spark Merger Corp.

Logix has made representations and warranties to Concord and Spark Merger
Corp. regarding, among other things, the following:

. the due organization, valid existence and good standing of Logix;

. the capital structure of Logix;

. except as disclosed by Logix, the absence of any subsidiaries or joint
ventures of Logix;

. the authorization, execution, delivery and enforceability of the merger
agreement and certain other agreements contemplated by the merger
agreement and related matters;

. the compliance of the merger agreement with (1) Logix's charter and
amended and restated operating agreement and the comparable charters and
organizational documents of Logix's subsidiaries, (2) certain agreements
of Logix and its subsidiaries, and (3) any judgment, rule or regulation
applicable to Logix and subsidiaries;

. the required governmental filings and other approvals;

. the financial statements of Logix and its subsidiaries, including that
the financial statements have been prepared in conformity with generally
accepted accounting principles (subject, in the case of Logix's
September 30, 2001 financial statements, to normal year-end adjustments
and to the fact that such statements do not consolidate HIS or RBSA) or,
with respect to RBSA, in accordance with federal income tax accounting
principles, and fairly present in all material respects the financial
position and results of operations and cash flows of Logix and its
subsidiaries;

. the absence of any dividends or distributions by Logix or any of its
subsidiaries;

. since September 30, 2001, except as disclosed by Logix, the absence of
any material adverse changes, material losses, changes in outstanding
membership units or other equity interests, grants of compensation
increases or grants of increased severance or termination benefits;

. the possession and validity of all required licenses and governmental
authorizations to own and operate Logix and its subsidiaries' properties
and to conduct its business as currently conducted;

. the accuracy of information contained in the registration statement of
which this proxy statement and prospectus is a part, including the
absence of any untrue statement of a material fact or the omission of a
material fact such that the statements are not misleading;

. the filing and accuracy of Logix's or its subsidiaries' tax returns;

. the absence of any judgments or legal or administrative proceedings or
investigations outstanding or threatened against Logix or any of its
subsidiaries, except as disclosed and the compliance by Logix and its
subsidiaries in all material respects with requirements of laws;

. the absence of changes in certain benefit plans as a result of the
merger, except as disclosed;

. Logix's employee benefit plans and related matters, including that each
such plan has been operated and administered in accordance with
applicable law;

. compliance with worker safety laws and environmental laws;

. the absence of any collective bargaining agreement or labor contract and
the absence of any unfair labor practice or material dispute with
employees;

. ownership or licensing of the intellectual property rights material to
the conduct of Logix's and its subsidiaries' businesses as currently
conducted and, except as disclosed, the absence of the breach of any
material provision of any intellectual property agreement and the
absence of disclosure of the trade secrets or providing access to
software without restrictions on use;

. the condition and availability of the assets of Logix and its
subsidiaries;

. the absence of any real property owned by Logix or any of its
subsidiaries;

. real and personal property leases;

. title to assets;

. the existence and validity of the material contracts of Logix and its
subsidiaries;

. maintenance of and compliance with insurance policies;

. amounts incurred and projected to be incurred for certain expenditures;

. the lack of knowledge as to any state takeover statutes or charter or
by-laws provisions applicable to the merger, the merger agreement and
related matters other then a provision of Logix's operating agreement
concerning voting requirements;

. the vote of Logix members required to adopt the merger agreement;

. certain matters relating to the purchase of HIS and RBSA equity
interests as contemplated by the merger agreement;

. the absence of any broker's or finder's fee;

. the "ultimate parent entity" status of Logix and the absence of annual
net sales or total assets of Logix and its subsidiaries of $10 million
or more for purposes of federal antitrust law;

. the current activities of Logix and its subsidiaries; and

. certain matters relating to loans made to Logix by certain
managers/members.

Concord and its affiliates may make a claim for indemnification for breach
of any of these representations and warranties until the end of one year after
the effective time of the merger. After the effective time of the merger, a
claim for a breach of a representation or warranty will be paid out of the
indemnity fund. A claim will only be paid with respect to amounts exceeding
$150,000.00 (in which event the full amount of such losses and expenses is
indemnifiable), except with respect to certain representations and warranties
where such limitation is not applicable. See "THE MERGER--Escrow".

Business of Logix Pending the Merger and Other Agreements; Interim Financing

Under the terms of the merger agreement, Logix has agreed in all material
respects to and to cause each of its subsidiaries to, carry on its business in
the ordinary course as currently conducted, to use commercially reasonable
efforts to keep its current business organization intact, to keep available the
services of its current officers and employees, and to preserve its
relationships with customers and suppliers. With certain limited exceptions,
from the date of signing the merger agreement until closing, unless Concord
otherwise gives its written approval, Logix and its subsidiaries may not:

. declare, set aside or pay any dividend or other distribution with
respect to any of its membership interests or capital stock;

. split, combine or reclassify any of its membership interests or capital
stock or issue or authorize the issuance of any other securities in
respect of its membership interests or capital stock;

. purchase, redeem or otherwise acquire, Logix membership units or any
other securities or any rights, warrants or options to acquire any such
membership units or other securities;

. issue, deliver, sell, pledge, dispose of or otherwise encumber any
membership units or any other securities, or any rights, warrants or
options to acquire any such membership units or any other securities;

. amend its charter, operating agreement, by-laws or other comparable or
organizational documents;

. acquire or agree to acquire, by merger, consolidation or acquisition of
stock or assets, any business organization or any division of such
entity or any assets outside of the ordinary course inconsistent with
past practice (other than the acquisition of equity interests in HIS and
RBSA contemplated by the merger agreement);

. sell or otherwise dispose of its assets outside the ordinary course of
business inconsistent with past practice;

. incur any indebtedness for borrowed money, guarantee any such
indebtedness or make any loans, advances or capital contributions, other
than to any of Logix's wholly owned subsidiaries, cash management
activities in the ordinary course of business consistent with past
practice and not material to Logix and its subsidiaries taken as a
whole, and advances to employees for travel and related expenses
consistent with past practices;

. alter the corporate structure or ownership of Logix or any subsidiary;

. enter into, adopt or amend any severance plan or arrangement, benefit
plan or other employment agreement;

. increase the compensation payable to its managers, directors, officers
or employees or grant any severance or termination pay to, or enter into
or amend any employment or severance agreement with any of the current
or former managers, directors or officers of Logix or its subsidiaries
or amend or accelerate benefits under any bonus, compensation or other
benefit plan;

. knowingly violate or fail to perform any obligation or duty imposed upon
Logix or any of its subsidiaries by any applicable material federal,
state or local law, rule or regulation;

. settle or compromise any material federal, state, local or foreign
income tax liability;

. prepare or file any tax return or make any tax election inconsistent
with past practice unless required by applicable law;

. make any change to accounting policies or procedures, other than actions
required to be taken by generally accepted accounting principles;

. with certain exceptions, enter into, amend or terminate (i) any
agreement material to Logix and its subsidiaries, (ii) any
noncompetition agreement, or (iii) any agreement giving certain rights
to third parties; or (iv) any OEM contract;

. make or agree to make any new capital expenditure which, individually,
is in excess of $10,000.00 or, in the aggregate, are in excess of
$50,000.00;

. waive or release any material right or claim, or pay, discharge or
satisfy any material claims, liabilities or obligations, other than in
the ordinary course of business consistent with past practice;

. initiate, settle or compromise any litigation or arbitration proceeding;

. engage in any activity other than the current activities disclosed in
the merger agreement; or

. authorize, recommend, propose or announce an intention to do any of the
foregoing, or enter into any contract, agreement, commitment or
arrangement to do any of the foregoing.

In the merger agreement Concord agreed to provide Logix with a loan or loans
in an aggregate principal amount of up to $500,000.00 if the merger has not
closed prior to February 13, 2002. Concord's obligation to make any such loan
is subject to the conditions that Logix is not in breach in any material
respect of any of its obligations under the merger agreement, and that Logix
requests the loan no later than May 31, 2002. Any outstanding principal and
interest under any such loan shall become payable on or before the earliest of
(1) six months after the date of the merger agreement, (2) 20 business days
after the merger agreement is terminated by Concord because Logix failed to
comply in any material respect with any of its covenants or agreements
contained in the merger agreement or because Logix has materially breached any
of its representations or warranties which has the effect of making such
representation and warranty not true and correct in all material respects, and
in either case Logix has not cured such failure or breach within 30 business
days of receiving notice of it, or (3) six months after the merger agreement is
terminated by either Concord or Logix for any other reason.

No Solicitation by Logix

Under the terms of the merger agreement, Logix may not, and it will not
permit or authorize any of its subsidiaries or any officers, directors,
employees, and financial advisors, attorneys or other advisor or representative
of Logix or any of its subsidiaries to:

. solicit, initiate or encourage the submission of any takeover proposal;

. enter into any agreement with respect to any takeover proposal; or

. subject to the exceptions described below, participate in discussions or
negotiations regarding, or furnish to any person any information with
respect to, or take any other action to facilitate any inquiries or the
making of any proposal that constitutes, or that may reasonably be
expected to lead to, any takeover proposal.

Notwithstanding the above statement, prior to the special meeting of
members, Logix and its Board of Managers may furnish information to or enter
into discussions or negotiations with any person in connection with an
unsolicited bona fide written takeover proposal if,

. the Logix Board of Managers reasonably determines in good faith, based
upon the written opinion of its financial advisors, that such takeover
proposal would, if consummated, result in a superior proposal,

. the Logix Board of Managers determines in good faith, based upon the
written opinion of its financial advisors, the person making such
superior proposal has the financial means to conclude such transaction,

. the Logix Board of Managers reasonably determines in good faith, based
upon the advance of outside corporate counsel, that the failure to take
such action would violate the fiduciary duties of the Logix Board of
Managers to Logix's members under applicable law,

. prior to furnishing such non-public information to, or entering into
discussions or negotiations with, such person, the Logix Board of
Managers receives from such person an executed confidentiality agreement
with terms not less favorable to Logix than those contained in its
confidentiality agreement with Concord, and

. Logix shall have fully complied with the applicable provisions of the
merger agreement.

Logix must promptly advise Concord of any takeover proposal or inquiries
with respect to or which could lead to any takeover proposal, the material
terms of such takeover proposal and the identity of the person making any such
takeover proposal. Logix must also keep Concord fully informed of the status
and details of any takeover proposal or inquiry. ''Takeover proposal'' means
any proposal or offer, or any expression of interest, by any person or entity
other than Concord or Spark Merger Corp. relating to Logix's willingness or
ability to receive or discuss a proposal or offer for a merger, consolidation
or other business combination involving Logix or any of its subsidiaries or any
proposal or offer to acquire in any manner, directly or indirectly, a
substantial equity interest in, or voting securities of, or a substantial
portion of the assets of Logix or any of its subsidiaries other than the
transactions contemplated by the merger agreement. ''Superior proposal'' means
any takeover proposal which would, if consummated, result in a transaction more
favorable to Logix's members from a financial point of view than the merger
contemplated by the merger agreement, determined as stated above.

Additional Agreements of Concord and Logix

Under the terms of the merger agreement, Concord and Logix have also agreed
to use their commercially reasonable efforts to take all actions necessary,
proper or advisable to consummate and make effective in the most expeditious
manner practicable the merger and the other transactions contemplated by the
merger agreement.

Fees and Expenses

Under the merger agreement, each party is generally responsible for its own
costs and expenses incurred in connection with the transactions contemplated by
the merger agreement, provided that all printing and filing fees shall be
divided equally between Concord and Logix.

Managers', Directors' and Officers' Insurance and Indemnification

For a period of six years after the effective time of the merger, Concord
must cause Spark Merger Corp. to indemnify all past and present managers,
officers and directors of Logix and of its subsidiaries to the same extent as
such persons are indemnified by Logix or any of its subsidiaries under any of
their charters, by-laws or operating agreements as of the date of the merger
agreement.

What Is Needed to Complete the Merger

Conditions Precedent to Each Party's Obligation to Effect the Merger. The
following conditions must be satisfied before the merger can become effective:

. the merger agreement must be approved by 70% of the outstanding Logix
membership units;

. the shares of Concord common stock to be issued in the merger must have
been authorized for quotation on Nasdaq;

. all approvals to be obtained by Concord, Spark Merger Corp. or Logix
required under the Bank Holding Company Act of 1956 shall have been
received and the waiting period applicable to the consummation of the
merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
(HSR Act) shall have expired or been terminated, if such filing under
the HSR Act is required;

. no restraining order, injunction, or other order must have been enacted
or issued which has the effect of making the merger or any of the
transactions contemplated by the merger agreement illegal;

. the Form S-4 registration statement of which this proxy statement and
prospectus is a part must have become effective under the Securities Act
of 1933, and there must be no stop order or threat of proceedings by the
Securities and Exchange Commission to suspend the effectiveness of such
registration statement; and

. no governmental entity must have instituted any suit relating to the
merger agreement and related documents or any of the transactions
contemplated thereby.

Conditions Precedent to the Obligations of Logix. Logix's obligations to
effect the merger depend upon the fulfillment, prior to or at the effective
time of the merger, of the following additional conditions:

. Concord and Spark Merger Corp. must have performed in all material
respects each of their agreements contained in the merger agreement; and

. each of Concord's and Spark Merger Corp.'s representations and
warranties contained in the merger agreement must be true and correct in
all material respects.

Conditions Precedent to the Obligations of Concord and Spark Merger
Corp. Concord's and Spark Merger Corp.'s obligations to effect the merger
depend upon the fulfillment, prior to or at the effective time of the merger,
of the following additional conditions:

. Logix must have performed in all material respects each of its
agreements contained in the merger agreement;

. each of Logix's representations and warranties contained in the merger
agreement must be true and correct in all material respects;

. Logix must have obtained all authorizations, consents, orders,
declarations or approvals of, or filings with, or terminations or
expirations of waiting periods imposed by, any governmental entity,
which the failure to obtain, make or occur would have the effect of
making the merger or any of the transactions contemplated by the merger
agreement illegal or would have a material adverse effect on Concord
(assuming the merger had taken place);

. Logix must have obtained the consents of non-governmental entities for
any of its material agreements and certain of its real property leases;

. Logix must have delivered to Concord a certificate as to its capital
structure;

. the merger agreement must have been approved by the requisite number of
holders of Logix membership units and Logix shall have delivered to
Concord a certificate to such effect;

. Logix and each of its members must have delivered to Concord certain
certifications of non-foreign status;

. each Logix member shall have executed a general release in favor of
Logix, Concord and Spark Merger Corp.;

. all of the outstanding capital stock and other outstanding equity
interests (including any options, warrants, convertible notes or other
rights to acquire capital stock) of HIS and RBSA which are not owned by
Logix or one of its subsidiaries on the closing date shall be acquired
by Logix or one of its subsidiaries as provided by the merger agreement;

. the indemnity agreement must have been duly executed by the indemnity
agent and the member representatives and delivered to Concord;

. A. Anthony Sdao must still be employed by Logix, his employment
agreement shall have been terminated and he shall have executed an
employment agreement with Spark Merger Corp. as the surviving
corporation;

. the board of directors of HIS shall have adopted appropriate resolutions
and taken all other actions necessary or appropriate deemed satisfactory
to Concord to cause each outstanding option to purchase shares of HIS
common stock, whether or not exercisable, to be fully vested and fully
exercised prior to the closing, and HIS shall deliver a certificate to
Concord to such effect;

. each holder of HIS stock options shall have become a party to the
Purchase Option Agreement pursuant to which the outstanding equity
interests of HIS are being purchased by Logix or one of its
subsidiaries, and HIS shall deliver to Concord a certificate to such
effect;

. each holder of an equity interest in RBSA and certain other individuals
shall have executed a general release in favor of Logix, RBSA, Concord
and Spark Merger Corp.;

. PaymentLogix, LLC, a subsidiary of Logix, shall have modified or
terminated, as designated by Concord, certain agreements between it and
certain third parties on terms acceptable to Concord;

. ATMI, Inc. shall have executed a general release in favor of Logix,
Concord and Spark Merger Corp.;

. a particular legal opinion rendered to Logix relating to a certain
patent shall not have been amended or withdrawn and Logix shall deliver
a certificate to such effect;

. Logix shall deliver a certificate to Concord concerning certain payments
to be made at closing; and

. prior to the closing, Lavinna Company, LLC shall either cease all
manufacturing or Logix shall cause it to be merged into Logix, and Logix
shall deliver a certificate to such effect.

Termination of the Merger Agreement

The merger agreement may be terminated at any time prior to the effective
time of the merger:

. by the mutual written consent of Concord and Logix;

. by either Concord or Logix if the other party has failed to comply in
any material respect with any of its covenants or agreements contained
in the merger agreement and has not cured such failure within 30
business days of receiving notice of it;

. by either Concord or Logix if the other party has materially breached
any of its representations or warranties which has the effect of making
such representation and warranty not true and correct in all material
respects and has not cured such breach within 30 business days of
receiving notice of it;

. by either Concord or Logix if the merger has not been effected on or
prior to June 17, 2002, provided that no party may terminate pursuant to
this provision of the merger agreement whose failure to fulfill any of
its obligations contained in the merger agreement resulted in the
failure of the merger to occur prior to such date;

. by Concord if the members of Logix do not approve the merger agreement;

. by Concord if the Logix Board of Managers has not recommended or has
qualified, modified or withdrawn its recommendation in favor of the
merger or its declaration that the merger is advisable and fair to and
in the best interests of Logix and its members, or has resolved to do so;

. by Concord if any person (other than Concord or its affiliates) becomes
the beneficial owner of 20% or more of Logix's outstanding membership
units;

. by Concord if the Logix Board of Managers has recommended to the Logix
members any takeover proposal other than the merger with Concord, or has
resolved to do so; or

. by either Concord or Logix if any court or governmental entity (A) seeks
to restrain or otherwise prohibit the transactions contemplated by the
merger agreement, (B) seeks to prohibit the ownership, operation or
control by Logix, Concord or any of their subsidiaries of any portion of
their business or assets, (C) seeks to limit or impose any conditions on
the ownership, operation or control by Logix, Concord or any of their
subsidiaries of any portion of their business or assets or that
otherwise, in Concord's good faith opinion, individually or in the
aggregate would have a material adverse effect on Logix, Concord, or any
of their subsidiaries or would detract from the value of the merger to
Concord in any material manner, or (D) seeks to compel Logix, Concord or
their subsidiaries to dispose of, grant rights in respect of or hold
separate any portion of the business or assets of Logix, Concord or
their subsidiaries.

In the event of a termination of the merger agreement by either Concord or
Logix, the merger agreement will become void and there will be no liability
under the merger agreement on the part of Logix, Concord or Spark Merger Corp.
or their respective officers or directors, except that there may still be
liability if there is a willful breach of a representation or warranty or the
breach of any covenant.

Waiver and Amendment of the Merger Agreement

The merger agreement may be amended by the parties to the agreement at any
time, but after the Logix members have approved any matters in connection with
the merger agreement, no amendment may be made which by law requires further
approval by such members without such further approval.

At any time prior to the effective time of the merger, Concord, Logix, and
Spark Merger Corp. may, if signed in writing by such party:

. extend the time for the performance of any of the obligations or other
acts of the other parties to the merger agreement;

. waive any inaccuracies in the representations and warranties contained
in the merger agreement or any document delivered pursuant to the merger
agreement; or

. waive compliance with any of the covenants, agreements or conditions
contained in the merger agreement which may be legally waived.

VOTING AGREEMENTS

The following is a summary of certain provisions of the form of voting
agreement entered into between Concord and certain Logix members, a copy of
which is attached to this proxy statement and prospectus as Annex B and is
incorporated by reference into this proxy statement and prospectus. This
summary is qualified in its entirety by reference to the voting agreement.
Logix members are urged to read the form of voting agreement in its entirety.

Logix members owning approximately 86% of the outstanding Logix membership
units have signed voting agreements with Concord.

The voting agreements provide, among other things, that each member that is
a party to such voting agreements will:

. at the special meeting, or in any other circumstance upon which approval
of the merger or the merger agreement is sought, vote (or cause to be
voted) its Logix membership units in favor of the merger, the adoption
of the merger agreement, the approval of its terms, and each of the
other transactions contemplated by the merger agreement and against (x)
any merger agreement or merger (other than the merger agreement with
Concord), consolidation, combination, sale of substantial assets,
reorganization or any other takeover proposal or (y) any amendment of
Logix's charter or operating agreement or other proposal or transaction
involving Logix or any of its subsidiaries, which would in any manner
impede, frustrate, prevent or nullify the merger, the merger agreement
or any of the other transactions contemplated by the merger agreement or
change in any manner the voting rights of any equity interests in Logix;

. not (nor permit any affiliate, director, officer, employee or other
representative to) directly or indirectly (i) solicit, initiate or
knowingly encourage anyone to submit a takeover proposal (as defined
above under ''THE MERGER AGREEMENT--No Solicitation by Logix'') or (ii)
participate in any discussions or negotiations regarding, or furnish
anyone with information with respect to, or take any other action to
facilitate any inquiries or the making of any takeover proposal; and

. cooperate with Concord to support and to consummate and make effective,
in the most expeditious manner practicable, the merger and the other
transactions contemplated by the merger agreement.

Any successor, assignee or transferee of the member's Logix membership units
will be bound by the terms of the voting agreement.

Each member's obligations under the voting agreement will terminate upon the
earlier of the termination of the merger agreement or the effective time of the
merger. However, if the merger agreement is terminated by Concord because of a
material and wilful breach by Logix of any of its representations or
warranties, because of a wilful failure of Logix to comply in any material
respect with any of its covenants or agreements contained in the merger
agreement, because of a failure of Logix's members to approve the merger
agreement, because the Logix Board of Managers did not recommend or qualified,
modified or withdrew its recommendation of the merger or declaration that the
merger is advisable and fair to and in the best interests of Logix and its
members or resolves to do so, because another person becomes the owner of 20%
or more of Logix's outstanding membership units, or because the Logix Board of
Managers recommends a takeover proposal to the Logix members or resolves to do
so, then the obligations of each member under the voting agreement will not
terminate until the first anniversary of such termination of the merger
agreement.

REGULATORY MATTERS

In order to consummate the merger, regulatory approval under the Bank
Holding Company Act of 1956 must be obtained. Concord has filed the applicable
notice with the Board of Governors of the Federal Reserve System. Also, the
waiting period applicable to the consummation of the merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) must be
terminated or expire, if such filing under the HSR Act is required. In
addition, the parties must comply with applicable federal and state securities
and corporate laws.

BUSINESS OF CONCORD

Network Services. Network Services includes terminal driving and monitoring
for ATMs, transaction routing and authorization via the combined STAR, MAC and
Cash Station debit network as well as other debit networks, deposit risk
management and real-time card management and authorization for PIN-secured
debit and signature debit cards. In addition, we operate the network switch
that connects a coast-to-coast network of ATMs and point-of-sale (POS)
locations that accept debit cards issued by our member financial institutions.
Our network access services include transaction switching and settlement. In
2000, we processed 1.8 billion PIN-secured debit transactions and 3.2 billion
ATM transactions.

Payment Services. Payment Services provides the systems and processing that
allow retail clients to accept virtually any type of electronic payment,
including all card types--credit, debit, electronic benefits transfer, prepaid
and proprietary cards--as well as a variety of check-based options. We focus on
providing payment processing services to selected segments, which specialized
system designed for supermarkets, gas stations, convenience stores and
restaurants. In 2000, we processed 3.0 billion of these payment transactions.
Payment Services also includes providing payment cards that enable drivers of
trucking companies to purchase fuel and obtain cash advances at truck stops.
Our services are completely turn-key, providing merchants with POS terminal
equipment, transaction routing and authorization, settlement, funds movement
and sponsorship into all credit card associations (such as VISA and MasterCard)
and debit networks (such as STAR, Pulse and NYCE).

Concord's principal executive offices are located at 2525 Horizon Lake
Drive, Suite 120, Memphis, Tennessee 38133 and its telephone number is (901)
371-8000. For further information concerning Concord, see ''SUMMARY SELECTED
FINANCIAL DATA--Selected Historical Consolidated Financial Data of Concord''
and ''WHERE YOU CAN FIND MORE INFORMATION.''

INFORMATION ABOUT LOGIX

Business of Logix

Logix is a Colorado limited liability company based in Longmont, Colorado.
Logix has seven direct wholly owned limited liability companies providing
information and financial transaction processing products and services to
retail businesses, entertainment establishments, financial institutions and
governmental agencies in the United States and Canada.

Logix's wholly owned subsidiary companies and their respective business
descriptions are listed below:

ATMLogix, LLC. ATMLogix is a retail ATM placement company. In July 2000,
ATMLogix acquired the assets of Integrated Business Solutions of Pennsylvania,
LLC, consisting of approximately 140 ATM merchant contracts and approximately
15 ATMs. ATMLogix does not currently own any ATMs.

CheckLogix, LLC. CheckLogix is a reseller of electronic check conversion
and verification services. CheckLogix owns 8,903,359 shares of HIS Series C
preferred stock and 101,000 shares of HIS common stock and, as a condition to
the closing of the merger, will acquire all of the outstanding equity
securities of HIS. HIS is a payment technology company specializing in
electronic check conversion. Electronic check conversion (ECC) is the
conversion of a paper check to an electronic funds transfer. HIS owns
proprietary software that processes the ECC transaction, and HIS also acts as
the processor of ECC transactions through the ACH network. As a payment
technology company, HIS also provides check verification services with ECC and
POS equipment to merchants using ECC. As a participant in the ACH network, HIS
offers additional electronic funds transfer services.

EFTLogix, LLC. EFTLogix, LLC currently owns a 69.9% interest in EFTLogix,
Inc. formerly known as RBSA, Inc. (RBSA), a Nevada corporation based in Dallas,
Texas. RBSA is an ATM transaction processing company primarily servicing the
retail segment of the online ATM industry. RBSA provides authorization and
settlement services for cardholder-initiated transactions at terminals
nationwide. RBSA owns approximately 25% of TNS Smart Network Inc. (TNS), a
corporation organized under the laws of the Province of Ontario, Canada. TNS
provides authorization and settlement services for cardholder-initiated
transactions at terminals in Canada. As a condition to the closing of the
merger, EFTLogix will acquire 100% of RBSA's outstanding equity securities.

IDLogix, LLC. IDLogix licenses identification verification software. The
software reads magnetic strips and bar codes on driver's licenses or other
government issued identification documents, such as military identification
cards and INS cards. The software currently reads 256 distinct encoding
formats, including identification cards for 39 states and 4 Canadian provinces.
The software reads and displays the electronic data on a handheld or stationary
terminal and then transmits the data records to a host server, enabling the
user to view and download compliance management reports for business management
purposes. IDLogix licenses the software to financial institutions, security
firms, retail merchants, entertainment establishments and government agencies
as an access control and document authentication tool.

Lavinna Company, LLC. Lavinna Company was formed as a research and product
development company to design and build hardware and systems necessary to
support the IDLogix and TouchLogix systems.

PaymentLogix, LLC. PaymentLogix is a reseller of credit card and debit card
transaction processing services and POS equipment. PaymentLogix provides
Internet-based transaction reporting, custom receipt and terminal display
services and 24-hour customer support to its merchant customers. In July 2000,
PaymentLogix acquired the assets of Affiliated Merchant Services, LLC
consisting of approximately 240 credit/debit card merchant accounts.

TouchLogix, LLC. TouchLogix manages and sells an Internet-based customer
and prospect database management program that allows for direct marketing
capabilities and customer demographic analysis. The system uses the IDLogix
technology to initialize a data record that can be appended with additional
information such as an email address or phone number.

Logix's principal executive offices are located at 2101 Ken Pratt Boulevard,
Suite 102, Longmont, Colorado 80501, and its telephone number is (303)
827-0200. For further information concerning Logix see "SUMMARY SELECTED
FINANCIAL DATA--Selected Historical Financial Data of Logix" and "LOGIX
FINANCIAL STATEMENTS" on page F-i.

Membership Interests and Principal Holders Thereof

As of January 18, 2002, a total of 20,998,919 Logix membership units were
outstanding. The following table shows the beneficial ownership of Logix
membership units as of January 18, 2002, by each manager and executive officer
of Logix and the managers and executive officers as a group and by each entity
(including any holding company or other group of affiliated institutions) known
to Logix to own beneficially more than 5% of the Logix membership units. The
individuals and entities listed have, to Logix's knowledge, sale, voting and
investment power with respect to all Logix membership units beneficially owned
by them. Beneficial ownership is determined in accordance with the rules and
regulations of the Securities and Exchange Commission.

Number of Approximate
Membership Percent of Total
Units Membership
Beneficially Units
Principal Members (Aggregated by Holding Company Group) Owned Outstanding
------------------------------------------------------- ------------ ----------------

Principal Holders
Friendly Capital Partners/(3)/............................ 1,886,792 8.99%
Managers and Executive Officers
A. Anthony Sdao/(1)/...................................... 6,864,949 32.69%
Scott Bahneman............................................ 5,285,000 25.17%
Sdao Family LLC/(1)/...................................... 1,506,176 7.17%
Kristin DelMonte.......................................... 200,000 0.95%
Daniel Lykken............................................. 400,000 1.90%
Brian Shanahan............................................ 887,382 4.23%
Todd Andersen............................................. 179,219 0.85%
Lana Rozendorf/(2)/....................................... 820,493 3.91%
Warren Trepp/(3)/......................................... 0 0.00%
All managers and executive officers as a group (8 persons) 18,030,011 85.86%

--------
(1) A. Anthony Sdao is a Manager of Sdao Family, LLC and together with his wife
and two children owns 100% of Sdao Family, LLC.
(2) Membership units owned together with Vladimir Rozendorf as joint tenants
with right of survivorship.
(3) Warren Trepp beneficially owns over 50% of the equity interests of Friendly
Capital Partners, L.P. The general partner of Friendly Capital Partners,
L.P. is Friendly Capital, Inc. and Warren Trepp is the President of
Friendly Capital, Inc.

DESCRIPTION OF CONCORD CAPITAL STOCK

The following summary description of the capital stock of Concord does not
purport to be complete and is qualified in its entirety by the provisions of
Concord's restated certificate of incorporation, as amended (Concord Charter),
and Concord's by-laws and by the applicable provisions of Delaware corporate
law. For information on how to obtain copies of the Concord Charter and
by-laws, see ''WHERE YOU CAN FIND MORE INFORMATION.''

Capital Stock

Under the Concord Charter, the Concord Board has the authority to issue a
maximum of 750,000,000 shares of Concord common stock, par value $0.33 1/3 per
share. As of January 11, 2002, there were issued and outstanding 508,056,269
shares of Concord common stock.

Dividend Rights

Holders of Concord common stock are entitled to receive such dividends as
may be declared from time to time by the Board of Directors out of funds
legally available therefor. Although the Concord Board may declare dividends on
Concord common stock, Concord has never paid cash dividends and currently has
no plans to pay cash dividends in the future. See ''SUMMARY SELECTED FINANCIAL
DATA--Comparative Market Price Data.''

Voting Rights

Each holder of Concord common stock is entitled to one vote for each share
held on any matter submitted to a vote of Concord stockholders, including the
election of directors. Concord stockholders do not have cumulative voting
rights for the election of directors. All elections and matters submitted to a
vote of Concord stockholders are decided by the affirmative vote of a majority
of the shares present (in person or by proxy) and entitled to vote, provided
that a quorum is present, except as otherwise required by Delaware corporate
law or the Concord Charter.

Under Delaware law, a corporation's certificate of incorporation may be
amended by the affirmative vote of a majority of its outstanding shares
entitled to vote upon the amendment, unless the corporation's certificate of
incorporation or by-laws specifies a higher percentage. The Concord Charter
does not provide for an affirmative vote differing from the statutory
requirements.

Change of Control

The Delaware corporation statute, the Concord Charter and the Concord
by-laws contain provisions that could discourage or make more difficult a
change of control of Concord.

Concord Charter and By-laws. Under the Concord by-laws, special meetings of
the stockholders may only be called by the Board, the Chairman of the Board,
the President or any Vice President. Concord stockholders are not entitled to
request a special meeting.

Delaware General Corporation Law. As a Delaware corporation, Concord is
subject to the provisions of Section 203 of the Delaware corporation statute.
Generally, this statute prohibits a publicly held Delaware corporation from
engaging in a ''business combination'' (as defined in the statute) with an
''interested stockholder'' (as defined in the statute) for a period of three
years after the time that such stockholder became an interested stockholder,
unless:

. prior to that time the corporation's board of directors has approved
either the business combination or the transaction that resulted in the
stockholder becoming an interested stockholder,

. upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the time
the transaction was commenced (excluding certain specified shares), or

. at or after the time the stockholder became an interested stockholder,
the business combination is approved by the corporation's board of
directors and authorized by the affirmative vote at an annual or special
meeting and not by written consent, of at least 66 2/3% of the
outstanding voting stock of the corporation (excluding the stock owned
by the interested stockholder).

The statute generally defines a ''business combination'' to include a
merger, asset sale or other transaction resulting in a financial benefit to the
interested stockholder. The statute generally defines an ''interested
stockholder'' as a person or entity, other than the corporation and any direct
or indirect majority owned

subsidiary of the corporation, who (i) owns 15% or more of a corporation's
voting stock or (ii) is an affiliate or associate of the corporation and was
the owner of 15% or more of the outstanding voting stock of the corporation at
any time within the prior three-year period, and the affiliates or associates
of such person. Section 203 expressly exempts from the requirements described
above any business combination by a corporation with an interested stockholder
who becomes an interested stockholder in a transaction approved by that
corporation's board of directors.

Liquidation Rights

In the event of liquidation, dissolution or winding up of Concord, the
holders of Concord common stock are entitled to share ratably in all assets of
Concord available for distribution to such holders after the payment of all
liabilities.

Preemption, Conversion and Redemption

The holders of Concord common stock have no preemptive rights to purchase
additional securities issued by Concord or any conversion rights and the
Concord common stock is not subject to calls or further assessments by Concord.
The Concord stockholders have no rights to have their shares redeemed by
Concord.

Miscellaneous

The outstanding shares of Concord common stock are, and the shares of
Concord common stock to be delivered pursuant to the merger upon delivery will
be, duly authorized, validly issued, fully paid and nonassessable. The
outstanding shares of Concord common stock are, and the shares of Concord
common stock to be delivered pursuant to the merger upon notice of issuance
will be, listed on Nasdaq. State Street Bank & Trust operating through
Equiserve Limited Partnership, its service agent, is the transfer agent and
registrar for Concord common stock.

COMPARISON OF RIGHTS OF LOGIX MEMBERS AND CONCORD STOCKHOLDERS

After consummation of the merger, the holders of Logix membership units who
receive Concord common stock under the terms of the merger agreement will
become stockholders of Concord. The rights of Logix members are presently
governed by the Colorado Limited Liability Company Act, Logix's articles of
organization (Logix Charter) and the Logix amended and restated operating
agreement (Logix operating agreement). As stockholders of Concord, their rights
following the consummation of the merger will instead be governed by the
Delaware corporation statute, the Concord restated certificate of
incorporation, as amended (Concord Charter), and the Concord by-laws. Certain
differences between the rights of Concord stockholders and Logix members, under
their respective governing statutes, charters and other organizational
documents, are summarized below. This summary does not purport to be complete,
and is qualified in its entirety by reference to the Concord Charter and
by-laws, and the Delaware corporation statute, the Logix Charter and Logix
operating agreement, and the Colorado limited liability company act.

Size of the Board and Qualifications of Directors/Managers

Under the Logix operating agreement, there are to be no fewer than one, but
no more than nine managers. Under the Concord by-laws, there are to be no fewer
than one, but no more than 13 directors. There are no stated restrictions on
Board composition, or on Board member eligibility for either Logix or Concord.
However, see "--Quorum and Voting of Board Members" below.

Quorum and Voting of Board Members

Under the Logix operating agreement, managers holding a majority of the
membership units represented on the Logix Board of Managers constitutes a
quorum for transaction of business and, unless otherwise specifically

set forth, all decisions of the Logix Board of Managers are made by the
affirmative vote of a majority of the membership units beneficially owned by
the managers. Under the Concord by-laws, a majority of the directors
constitutes a quorum for the transaction of business and, unless otherwise
specifically provided by law, by the Concord Charter or its by-laws, the act of
a majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors.

Board Meetings

Under both the Logix operating agreement and the Concord by-laws there are
no location restrictions on any meetings of the Board, regular or special.
Under the Logix operating agreement special meetings may be called by the Chief
Executive Officer, the President or Secretary on the written request of one or
more of the managers, and require three days notice. Under the Concord by-laws,
special meetings may be called by the Chairman or the President, or by the
Secretary after receiving a written request from two or more Board members, and
require two days notice.

Removal of Directors/Managers

Under the Logix operating agreement, managers may be removed with or without
cause by the holders of 70% of the Logix membership units. Under the Concord
by-laws, a majority of the holders of Concord shares entitled to elect
directors is required to remove directors.

Action by Committees

Under the Logix operating agreement, any committees of the Logix Board of
Managers may take any action which the Board could otherwise take, except that
no committee shall have the power to amend the Logix operating agreement and,
unless a resolution of the Logix Board of Managers expressly provides, no
committee shall have the power to declare a distribution. Concord's by-laws
provide, consistent with Delaware law, that no committee may have the power or
authority to amend the corporation's certificate of incorporation, adopt an
agreement of merger or consolidation, recommend to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommend to the stockholders a dissolution of the corporation or a
revocation of a dissolution or amend the by-laws of the corporation.

Amendments to the Logix Charter and the Concord Charter

Neither the Logix charter and operating agreement nor the Concord Charter
and by-laws provide for an affirmative vote differing from the applicable
statutory requirements with respect to charter amendments. Colorado law
requires that a proposed charter amendment be approved by written consent of
all of a limited liability company's members. Delaware law requires that a
proposed charter amendment be approved by a majority of the outstanding stock
entitled to vote upon the amendment and, under certain circumstances, a
majority of the outstanding stock of each class entitled to vote thereon.

Amendments to the Logix Operating Agreement or the Concord By-laws

With certain specified exceptions, the Logix operating agreement provides
that any amendment to it requires the vote of 70% of the Logix membership
units. Under the Concord by-laws, any amendment to the by-laws may be made by a
majority of either the Board or the stockholders entitled to vote thereon.

Restrictions on Adoption of a Plan of Merger

Under the Logix operating agreement, a vote of 70% of the outstanding Logix
membership units is required to adopt a plan of merger. The Concord Charter and
by-laws do not contain a similar restriction.

Restrictions on Special Meetings of the Members/Stockholders

Under the Logix operating agreement, members holding at least 5% of the
outstanding Logix membership units may call special meetings of the members.
Under the Concord by-laws, special meetings may only be called by the Board,
the Chairman of the Board, the President or any Vice President. Logix members
will thus lose their ability to call special meetings if they approve the
merger.

Also, under the Logix operating agreement, a special meeting of the members
could occur at any place either within or outside the State of Colorado. Unless
otherwise determined by the Board of Directors of Concord, under the Concord
by-laws all meetings must occur in the State of Tennessee.

Notice of Meetings

Under the Logix operating agreement, notice is to be delivered to Logix
members no fewer than five days in advance of a meeting. Under the Concord
by-laws, stockholders may receive notice no fewer than 10 days in advance of
any meeting.

Preemptive Rights

Under the Logix operating agreement, each Logix member was granted a right
of first refusal to purchase his pro-rata share of all or any part of any
membership units which Logix might, from time to time, propose to sell and
issue. The Concord by-laws contain no such provision.

Transfer Restrictions

Under the Logix operating agreement there are restrictions on the transfer
of Logix membership units, including rights of first refusal held by Logix and
the Logix members. Concord's by-laws contain no transfer restrictions. However,
see ''--Transactions with Interested Stockholders'' below.

Transactions with Interested Stockholders

As a publicly held corporation, Concord is subject to Section 203 of the
Delaware corporation statute. For more information on Section 203 of the
Delaware Corporation Statute see ''DESCRIPTION OF CONCORD CAPITAL STOCK--Change
of Control.''

Logix is not a publicly held Delaware corporation and accordingly is not
subject to Section 203 of the Delaware corporation statute.

EXPERTS

The consolidated financial statements of Concord EFS, Inc. and subsidiaries
at December 31, 2000 and 1999, and for each of the three years in the period
ended December 31, 2000, included in Concord's Current Report on Amendment No.1
to Form 8-K dated April 16, 2001, incorporated by reference in this
registration statement and the related prospectus and proxy statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon incorporated by reference elsewhere herein which, as to the
years 2000, 1999 and 1998, are based in part on the reports of other
independent auditors. The financial statements referred to above are included
in reliance upon such reports given on the authority of such firms as experts
in accounting and auditing.

The financial statements of Logix as of December 31, 2000, included in this
registration statement, of which this proxy statement and prospectus are a
part, have been reviewed by Gordon, Hughes & Banks, LLP, independent
accountants, as stated in their report appearing herein, and are included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

LEGAL OPINIONS

The validity of the shares of Concord common stock being offered hereby will
be passed upon for Concord by Marcia E. Heister, its General Counsel. Marcia E.
Heister is General Counsel and Assistant Secretary of Concord and holds options
for shares of Concord's common stock.

WHERE YOU CAN FIND MORE INFORMATION

Concord files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission (SEC). Logix is
not required to file annual, quarterly or other reports with the SEC. You may
read and copy any reports, statements or other information filed by Concord at
the public reference facilities of the SEC in Washington D.C., Chicago,
Illinois and New York, New York. The SEC's Public Reference in Washington D.C.
is located at 450 Fifth Street, N.W., Washington D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of the public
reference rooms. Concord's SEC filings are also available to the public from
commercial document retrieval services. The SEC maintains an Internet site that
contains reports, proxy and information statements and other information
regarding issuers, like Concord, that file electronically with the SEC. The
website maintained by the SEC is ''http://www.sec.gov''. Concord's common stock
is listed on Nasdaq, and you can read and inspect Concord's filings at the
offices of the National Association of Securities Dealers, Inc. at 1735 K
Street, Washington, D.C. 20006.

Concord has filed with the SEC a registration statement on Form S-4 to
register the Concord common stock to be issued pursuant to the merger
agreement. This proxy statement and prospectus is a part of that registration
statement and constitutes a prospectus of Concord in addition to being a proxy
statement of Logix for the special meeting. As allowed by SEC rules, this proxy
statement and prospectus does not contain all the information you can find in
the registration statement and the exhibits to the registration statement.

The SEC allows Concord to ''incorporate by reference'' information into this
proxy statement and prospectus, which means that Concord can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is deemed to be part of this
proxy statement and prospectus, except for any information superseded by
information in this proxy statement and prospectus. This proxy statement and
prospectus incorporates by reference the documents set forth below that Concord
has previously filed with the SEC. These documents contain important business
and financial information about Concord that is not included in this proxy
statement and prospectus.

Concord SEC Filings (File No. 0-13848)

. Annual Report on Form 10-K (including the Annual Report to Stockholders
attached thereto as Exhibit 13) for the year ended December 31, 2000,
including Amendment No. 1 thereto filed as Form 10-K/A on June 18, 2001.

. Definitive Proxy Statement on Form 14A filed on April 24, 2001.

. Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001,
June 30, 2001 and September 30, 2001.

. Current Reports on Form 8-K filed on February 15, 2001 (including
Amendment No. 1 to such Form 8-K filed as Form 8-K/A on April 16, 2001),
July 18, 2001 and January 22, 2002.

We have enclosed copies of the Concord documents referred to above with this
proxy statement and prospectus. Concord also hereby incorporates by reference
all additional documents that Concord files with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this proxy
statement and prospectus and the date of the special meeting.

Any statement contained in this prospectus or in a document incorporated by
reference is modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus or in any subsequently
filed document modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.

If you are a stockholder of Concord, Concord may have sent you the documents
incorporated by reference, but you can obtain any of them through Concord or
the SEC. Documents incorporated by reference are available from Concord without
charge, excluding all exhibits unless such exhibits have been specifically
incorporated by reference in this proxy statement and prospectus. Stockholders
may obtain documents incorporated by reference in this proxy statement and
prospectus by requesting them in writing or by telephone from Concord at the
following address:

Concord EFS, Inc.
Attention: Thomas J. Dowling
2525 Horizon Lake Drive
Suite 120
Memphis, Tennessee 38133
(901) 380-8300
email: Investor@efsnb.com

If you would like to request documents from Concord, please do so by January
, 2002 to receive them before the special meeting.

The Board of Managers of Logix does not intend to bring any other matters,
and does not know of any other matters to be brought, before the special
meeting.

This proxy statement and prospectus does not constitute an offer to sell, or
a solicitation of an offer to buy, any securities, or the solicitation of a
proxy, in any jurisdiction to or from any person to whom it is not lawful to
make any such offer or solicitation in such jurisdiction. By delivering this
proxy statement and prospectus or distributing any securities pursuant to it,
neither Concord nor Logix intends to create any implication that there have
been no changes in their respective affairs since the date of this proxy
statement and prospectus or that the information contained in it is correct as
of any subsequent date.

You should rely solely on the information contained or incorporated by
reference in this proxy statement and prospectus. Neither Concord nor Logix has
authorized anyone to provide you with information that is different from what
is contained in this proxy statement and prospectus. All information contained
in this proxy statement and prospectus with respect to Logix and its
subsidiaries has been provided by Logix, and all information contained (or
incorporated by reference) in this proxy statement and prospectus with respect
to Concord and its subsidiaries has been provided by Concord. Neither Concord
nor Logix warrants the accuracy of information relating to the other party.
This proxy statement and prospectus is dated January , 2002.

LOGIX FINANCIAL STATEMENTS

THE LOGIX COMPANIES, LLC

Financial Statements for the Year Ended December 31, 2000
and Independent Accountants' Report

Nine Months Ended September 30, 2001 UNAUDITED

F-i

THE LOGIX COMPANIES, LLC
AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2000

F-ii

TABLE OF CONTENTS

PAGE(S)
-------

Independent Accountants' Report............... F-1
Consolidated Balance Sheet.................... F-2-3
Consolidated Statement of Operations.......... F-4
Consolidated Statement of Members' Equity..... F-5
Consolidated Statement of Cash Flows.......... F-6
Notes to the Consolidated Financial Statements F-7

F-iii

INDEPENDENT ACCOUNTANTS' REPORT

To the Members
The Logix Companies, LLC and Subsidiaries
Longmont, Colorado

We have reviewed the accompanying consolidated balance sheet of The Logix
Companies, LLC and Subsidiaries as of December 31, 2000 and the related
consolidated statements of operations, members' equity and cash flows for the
year then ended, in accordance with Statements on Standards for Accounting and
Review Services issued by the American Institute of Certified Public
Accountants. All information included in these financial statements is the
representation of the management of The Logix Companies, LLC and Subsidiaries.

A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with accounting principles generally accepted in the United States.

The Logix Companies, LLC and each of its subsidiaries are considered
partnerships for federal income tax purposes. Therefore, these entities have
not recorded any federal income tax expense in the accompanying financial
statements. As pass-through entities, income of the subsidiaries flows into The
Logix Companies, LLC and is taxed to the LLC's members in their respective
income tax returns.

GORDON, HUGHES & BANKS, LLP

Englewood, Colorado
June 26, 2001

F-1

THE LOGIX COMPANIES, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 2000

ASSETS

CURRENT ASSETS
Cash and cash equivalents................................... $ 94,830
Accounts receivable......................................... 89,320
Inventories................................................. 227,724
Accrued interest receivable................................. 35,265
Prepaid expenses............................................ 54,000
Member receivables.......................................... 64,017
----------
Total current assets.................................... 565,156
PROPERTY AND EQUIPMENT
Property and equipment...................................... 632,334
Accumulated depreciation.................................... (64,834)
----------
Net property and equipment.............................. 567,500
OTHER ASSETS
Deposits and other.......................................... 97,605
Note receivable--RBSI, Inc.................................. 1,000,000
Note receivable--related party.............................. 28,000
Investment in HIS Financial Services Corporation............ 1,916,991
Intangible assets, less accumulated amortization of $10,388. 207,388
----------
Total other assets...................................... 3,249,984
----------
TOTAL ASSETS................................................... $4,382,640
==========

See the accompanying notes and accountants' review report

F-2

THE LOGIX COMPANIES, LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 2000

LIABILITIES AND MEMBERS' EQUITY

CURRENT LIABILITIES
Accounts payable.................................... $ 322,246
Accrued expenses.................................... 81,128
Lines of credit..................................... 232,005
Accrued interest--related parties................... 134,213
Notes payable--related parties...................... 226,760
Current portion of notes payable.................... 1,141,683
Current portion of capital lease obligations........ 14,689
----------
Total current liabilities....................... 2,152,724
LONG-TERM LIABILITIES
Notes payable, net of current portion............... 39,248
Capital lease obligations, net of current portion... 44,366
Accrued salaries payable............................ 238,667
----------
Total long-term liabilities..................... 322,281
----------
Total liabilities............................... 2,475,005
MEMBERS' EQUITY........................................ 1,907,635
----------
TOTAL LIABILITIES AND MEMBERS' EQUITY............... $4,382,640
==========

See the accompanying notes and accountants' review report

F-3

THE LOGIX COMPANIES, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2000

REVENUE
Equipment sales...................................... $ 372,910
Transaction processing............................... 941,878
-----------
Total revenue.................................... 1,314,788
COST OF GOODS
Cost of equipment.................................... 214,256
Cost of transaction processing....................... 820,086
-----------
Total cost of goods.............................. 1,034,342
-----------
Gross profit..................................... 280,446
EXPENSES
General and administrative........................... 1,700,071
Research and development............................. 1,031,824
Interest expense..................................... 157,287
Depreciation and amortization........................ 74,526
Equity in loss of HIS Financial Services Corporation. 27,680
-----------
Total expenses................................... 2,991,388
-----------
(LOSS) FROM OPERATIONS.................................. (2,710,942)
OTHER INCOME (LOSS)
Interest and other income............................ 49,411
(Loss) on sale of investments........................ (95,386)
-----------
(45,975)
-----------
Net (loss)........................................... $(2,756,917)
===========

See the accompanying notes and accountants' review report

F-4

THE LOGIX COMPANIES, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF MEMBERS' EQUITY
For the Year Ended December 31, 2000

Members' equity--beginning of year................. $ (12,973)

Net (loss)......................................... (2,756,917)

Cash investment in response to capital calls....... 2,431,607
Debt conversion in response to capital calls....... 1,895,026
Member receivables in response to capital calls.... 63,467
-----------
Total contributed through capital calls......... 4,390,100

Membership interests issued for member receivables. 550
Membership interests issued to acquire subsidiaries 186,875
Membership interest sold for cash.................. 100,000
-----------
Members' equity--end of year....................... $ 1,907,635
===========

See the accompanying notes and accountants' review report

F-5

THE LOGIX COMPANIES, LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2000

Cash Flows From Operating Activities Net (loss).................................... $(2,756,917)
Adjustments to reconcile net (loss) to net cash (used) by operating activities:
Depreciation and amortization............................................... 74,526
Loss from sale of investments............................................... 95,386
Equity in loss of HIS Financial Services Corporation........................ 27,680
(Increase) in:
Accounts receivable......................................................... (71,294)
Inventories................................................................. (136,710)
Prepaid expenses and other.................................................. (65,538)
Increase in:
Accounts payable............................................................ 274,035
Accrued expenses............................................................ 292,607
-----------
Net cash (used) by operating activities............................................ (2,266,225)
-----------

Cash Flows From Investing Activities
Advances to RBSI, Inc........................................................... (1,000,000)
Acquisition of investment in HIS Financial Services Corporation................. (750,000)
Proceeds from sale of investments............................................... 9,614
Net cash received from purchase of Integrated Business Services, LLC............ 174,680
Net cash received from purchase of Affiliated Merchant Services, LLC............ 12,154
Acquisition of merchant portfolios and customer contracts....................... (87,701)
Acquisition of other company interests.......................................... (18,100)
Purchase of property and equipment.............................................. (220,469)
-----------
Net cash (used) by investing activities............................................ (1,879,822)
-----------

Cash Flows From Financing Activities
Line of credit, net activity.................................................... 232,005
Proceeds from long-term debt.................................................... 34,340
Principal reduction on long-term debt........................................... (572,485)
Proceeds from related party debt................................................ 2,489,093
Principal reduction on notes payable--related party............................. (71,716)
Reduction of obligations under capital leases................................... (7,601)
Capital contributions by members................................................ 2,105,126
-----------
Net cash provided by financing activities.......................................... 4,208,762
-----------

Net increase in cash............................................................... 62,715

Cash and cash equivalents, beginning of year....................................... 32,115
-----------
Cash and cash equivalents, end of year............................................. $ 94,830
===========

See the accompanying notes and accountants' review report

F-6

THE LOGIX COMPANIES, LLC AND SUBSIDIARIES
NOTES TO FINANCIAL CONSOLIDATED STATEMENT

NOTE 1--NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

The Logix Companies, LLC and Subsidiaries (the "Company" or "Logix") is a
service provider for automated bank transaction machines ("ATMs"), credit and
debit card transaction processing, automated check processing, customer
identification ("ID") terminals and customer data bases. The Company also sells
ATMs, credit card and ID terminals. The Company has been conducting business
through various predecessor companies since 1999. Since inception, the Company
has engaged in substantial research and development for new uses of ID and
credit card terminals and in the acquisition of other companies engaged in
similar or strategically related businesses. The Company's customers consist
primarily of retail merchants and banks and are located in various states with
a concentration in Pennsylvania and Colorado.

Liquidity and Financial Condition

From inception through December 31, 2000, the Company has had operating
losses of approximately $2,700,000. At December 31, 2000, the Company has a
negative working capital of approximately $1,600,000. Cash from equity
investors and loans from the two majority owners have substantially funded
operations, including research and development costs. The Company's ability to
continue its operations is dependent on the continuation of such funding. The
Company intends to raise additional equity funding from other private investing
sources, though its ability to obtain such funding cannot be assured. Until the
Company attains profitability, its future operations are dependent upon the
availability of additional funds from the equity owner group and the ability of
the Company to attract additional private capital. The ultimate outcome of this
matter is not determinable at this time.

Basis of Consolidation

The consolidated financial statements include the accounts of The Logix
Companies, LLC and its wholly owned subsidiaries. As of December 31, 2000,
wholly owned subsidiaries consist of IDLogix, LLC, Lavinna Company, LLC,
PaymentLogix, LLC, ATMLogix, LLC, CheckLogix, LLC and EFTLogix, LLC. All
significant intercompany balances and transactions are eliminated.

Investment in Unconsolidated Companies

Investments in business entities in which the Company does not have a
majority ownership or the ability to exercise significant influence over
operating and financial policies, are accounted for using the equity method.
Under the equity method, the Company records its share of the investee's net
income or (loss) as an increase or (decrease) of its investment less its share
of dividends or distributions from the investee. Investments in business
entities in which the Company owns less than 20% of the company are recorded
using the cost basis of the investment. Under the cost method, the Company's
share of net income of loss is not recorded. The Company's share of the
investee's dividends or distributions is recorded as income on the accrual
basis.

Use of Estimates

In preparing financial statements in conformity with accounting principles
generally accepted in the United States, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Business Combinations

The Company has accounted for its purchases of other business entities using
the purchase method of accounting. Under the purchase method, the Company
records the estimated fair value of the assets and liabilities of the acquired
business and any excess of the purchase price over the fair value is allocated
to goodwill and

F-7

THE LOGIX COMPANIES, LLC AND SUBSIDIARIES
NOTES TO FINANCIAL CONSOLIDATED STATEMENT

NOTE 1--NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Business Combinations (continued)

other intangible assets. Intangible assets may include items such as customer
lists or non-compete agreements. The results of operations of the acquired
businesses are included in operations of the Company from the date of
acquisition.

Amortization of goodwill is provided on a straight-line basis over fifteen
years. Amortization of merchant and customer contracts is provided on a
straight-line basis over their estimated useful lives, ranging from four to ten
years, based on the Company's estimate of the undiscounted cash flow.
Amortization expense totaled $10,094 for the year ended December 31, 2000.

Revenue and Cost of Service Recognition

Transaction processing revenues are recognized at the time the merchant's
transactions are processed or the ATM is serviced. Costs of service are
recognized at the time of processing and include interchange fees paid to the
credit card issuing bank, VISA and MasterCard assessments, telecommunications
expenses and merchant account processing fees.

Revenues related to the direct sale of ATM equipment, ID terminals and
credit card authorization equipment are recognized when the equipment is
delivered, installed and functioning. Costs of sales include costs of machines,
components and machine assembly labor, if applicable.

Additional revenue sources include processing fees related to the ownership
of ATM equipment and software applications. The cost of the equipment is
depreciated over its estimated useful life.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash held in financial
institutions and highly liquid investments with maturities of three months or
less when purchased.

Restricted Cash

Restricted cash represents funds held-on-deposit with certain financial
institutions pursuant to agreements to cover potential merchant losses. These
amounts are included in the financial statements as "deposits" and totaled
$75,000 at December 31, 2000.

Financial Instruments and Concentration of Credit Risk

The Company's financial instruments at December 31, 2000 consist primarily
of cash and cash equivalents, trade receivables, and loans payable to financial
and lending institutions. Due to the short maturities of the cash and cash
equivalents and the current nature of trade receivables, carrying amounts
approximate the respective fair values. The loans payable are primarily
variable rate instruments at terms the Company believes would be available if
similar financing were obtained from another third party. As such, their
carrying amounts also approximate their fair value.

Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash and cash equivalents
and trade receivables.

The Company's cash and cash equivalents consist of demand deposits and
interest-bearing accounts, held by numerous financial institutions, whose
balances may periodically exceed insured limits for short periods of time.

F-8

THE LOGIX COMPANIES, LLC AND SUBSIDIARIES
NOTES TO FINANCIAL CONSOLIDATED STATEMENT

NOTE 1--NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Financial Instruments and Concentration of Credit Risk (continued)

The Company has an agreement in place that allows a sweep of the account
balances into an investment account not covered by the Federal Deposit
Insurance Corporation.

Trade receivables are primarily comprised of amounts due from merchants and
represent the discount earned, after related interchange fees, on transactions.
Such balances are collected from the merchants and received through the
clearing and settlement banks within thirty days following the end of each
month. Concentrations of credit risk with respect to trade receivables are
limited, due to the large number of entities comprising the customer base and
the ongoing credit evaluations conducted to monitor the status of a customer's
financial condition. The Company believes that the diversification of its
merchant portfolio among industries and geographic regions reduces its risk of
loss.

Allowance for Bad Debts

The Company's merchant customers have liability for charges disputed by
cardholders. However, in the case of merchant insolvency, bankruptcy or other
nonpayment, the Company may be liable for any such charges disputed by
cardholders. The Company considers historical loss experience in establishing
reserves for estimated credit losses on transactions processed. As of December
31, 2000, the reserve balance was $0.

Inventory

Inventory consists of electronic ID terminals, credit card terminals and ATM
equipment held for sale. The inventory is stated at the lower of cost or
market, cost being determined using the first-in, first-out method.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation.
Depreciation is provided using the straight-line method for financial reporting
purposes and primarily accelerated methods for tax purposes. For financial
reporting purposes, equipment is depreciated over three to ten years. Leasehold
improvements and property acquired under capital leases are amortized over the
useful life of the asset or the lease term, whichever is shorter. Expenditures
for renewals and improvements that extend the useful life are added to the
property and equipment accounts. The cost of point of sale equipment rented to
merchants under operating leases is capitalized and depreciated over three
years.

Income Taxes

The Company is taxed as a partnership under the Internal Revenue Code. In
lieu of federal income taxes, the members of the LLC are taxed on their
proportionate share of the LLC's taxable income. Therefore, no provision or
liability for Federal or State income taxes related to the operations has been
included in these financial statements.

Impairment of Long-lived Assets

In accordance with Statement of Financial Accounting Standard No. 121,
"Accounting for the Impairment of Long-lived Assets and Long-lived Assets to be
Disposed Of," all long-lived assets are evaluated for indications of impairment
based on the undiscounted cash flows of the related business or merchant and
customer

F-9

THE LOGIX COMPANIES, LLC AND SUBSIDIARIES
NOTES TO FINANCIAL CONSOLIDATED STATEMENT

NOTE 1--NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Impairment of Long-lived Assets (continued)

contracts purchased. If the evaluation indicates that the net carrying amount
may not be recoverable, the impaired asset is written down to its estimated
carrying value as determined by the discounted cash flows over the projected
remaining life of the underlying assets. No impairment has been recorded as of
December 31, 2000.

NOTE 2--NOTE RECEIVABLE

On August 21, 2000, the Company loaned $500,000 to RBSI, an unrelated party,
under a convertible promissory note. RBSI is in the business of ATM and EFT
processing including transaction processing and management. The Company loaned
an additional $500,000 on September 20, 2000. Terms of the convertible
promissory note included interest at 1.0% above the prime lending rate as
published in the Wall Street Journal, three equal monthly payments of $100,000
commencing November 21, 2000 and repayment of the remaining principal and any
accrued interest due on February 21, 2001. The Company had the right, at any
time after November 21, 2000, to convert any or all of the outstanding
principal balance into shares of common stock of RBSA (a subsidiary of RBSI).
As of December 31, 2000, the Company has recorded accrued interest relating to
this note totaling $35,265.

On January 21, 2001, the Company exchanged the entire principal balance and
accrued interest totaling $1,045,347, plus cash of $204,653, for 615 shares of
RBSA, which represented 41% of the outstanding common shares of RBSA. On May
15, 2001 the Company subscribed to purchase an additional 610 shares of RBSA,
representing 12.23% of the outstanding common shares, paying cash of $250,000
on June 4, 2001 and on June 22, 2001. In addition, the Company acquired an
additional 16.67% of the outstanding common shares of RBSA from an officer of
RBSA on May 18, 2001, bringing EFT's ownership to 69.9% of outstanding common
shares. Purchase price for the 16.67% included cash of $23,940 and a promissory
note for $181,060.50.

NOTE 3--BUSINESS FORMATIONS AND ACQUISITIONS

Round Two, LLC dba IDLogix, LLC ("IDLogix") was formed as a Colorado limited
liability company on November 15, 1999. The entity's operations include the
sale of electronic identification verification equipment ("ID terminals") and
maintenance of customer databases for clients. On June 22, 2000, the owners of
IDLogix assigned all rights, title and interest in the entity to The Logix
Companies, LLC in return for ownership interests in Logix.

On May 1, 2000, a company that later was renamed Lavinna Company, LLC
("Lavinna") was formed as a Colorado limited liability company. Lavinna
assembles and sells ID terminals, and performs research and development for ID
terminals. On June 22, 2000, the owners of Lavinna Company, LLC assigned all
rights, title and interest in the entity to The Logix Companies, LLC in return
for ownership interests in Logix.

On June 22, 2000, The Logix Companies, LLC ("Logix") was formed as a
Colorado limited liability company to function as the holding company for
existing and future acquisitions.

On June 22, 2000, Logix formed, as a 100% owned subsidiary, PaymentLogix,
LLC ("Payment"), a Colorado limited liability. Effective July 1, 2000, Payment
acquired certain assets and assumed certain liabilities from Affiliated
Merchant Services, LLC. These assets are used by Payment to sell and service
the transactions of credit card terminals. Effective July 1, 2000, Payment
acquired the assets of Affiliated Merchant Services, LLC. The acquisition was
accounted for under the purchase method of accounting and the net assets and
results of

F-10

THE LOGIX COMPANIES, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3--BUSINESS FORMATIONS AND ACQUISITIONS (continued)

operations are included in the consolidated financial statements from the date
of acquisition. Total consideration paid was a 1.25% interest in Logix valued
at $2,875 at the date of acquisition. Assets acquired and liabilities assumed
have been recorded at their estimated fair values. The excess of the purchase
price over the fair value of the net assets acquired of $17,975 was allocated
to goodwill.

On June 22, 2000, Logix formed, as a 100% owned subsidiary, ATMLogix, LLC
("ATM"), a Colorado limited liability company. Effective July 1, 2000, ATM
purchased certain assets and assumed certain liabilities from Integrated
Business Services, LLC. These assets are used by ATM to own or service other
merchants' automated transaction machines ("ATM equipment"). Effective July 1,
2000, ATM acquired the assets of Integrated Business Services, LLC. The
acquisition was accounted for under the purchase method of accounting and the
net assets and results of operations are included in the consolidated financial
statements from the date of acquisition. Total consideration was an 8.75%
interest in Logix valued at $20,000 at the date of acquisition and $280,000 in
cash. The principal asset acquired was the portfolio of merchant contracts for
$17,000. Assets acquired and liabilities assumed have been recorded at their
estimated fair values. The principal asset acquired was the portfolio of
merchant contracts. The excess of the purchase price over the fair value of the
net assets acquired of $48,000 was allocated to goodwill. This entity provides
services as a "switch" for transaction settlement of ATM transactions.

On August 4, 2000, Logix formed, as a 100% owned subsidiary, EFTLogix, LLC
("EFT"), a Colorado limited liability company. During 2000, EFT loaned monies
to an unrelated company. As discussed in Note 2, the outstanding principal and
accrued interest related to this loan was converted into 41% of the common
stock of the debtor company on January 21, 2001. On May 18, 2001, EFT purchased
additional common shares from an unrelated shareholder of the company, bringing
EFT's total investment to 69.9%.

On September 7, 2000, Logix formed, as a 100% owned subsidiary, CheckLogix,
LLC ("Check"), a Colorado limited liability company. Effective November 21,
2000, the Company through Check acquired a 42.79% interest in HIS Financial
Services, which provides merchant check debit services. This investment is
accounted for using the equity method.

NOTE 4--INTANGIBLE ASSETS

The Company has purchased various merchant portfolios and customer
contracts, and the related servicing rights for electronic authorization and
payment processing. The Company's operating results reflect revenues from these
purchases from the effective dates of the acquisitions. During 2000, the
Company purchased merchant portfolios and customer contracts from outside
parties for $87,701.

Intangible assets, including merchant portfolios and contracts, at December
31, 2000 consist of the following:

Goodwill............................ $ 69,475
Non-compete covenant................ 25,500
Customer list and merchant contracts 104,701
Other intangibles................... 18,100
--------
217,776
Accumulated amortization............ (10,388)
--------
$207,388
========

F-11

THE LOGIX COMPANIES, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5--INVESTMENT IN HIS FINANCIAL SERVICES CORPORATION

On November 21, 2000, the Company through Check purchased 42.79% of HIS
Financial Services ("HIS") Series C Preferred stock. The preferred stock is
convertible at the option of the holder, at any time, into shares of common
stock at the initial conversion ratio of 1:1, and indirectly gives Check a
dominant, though not controlling, ownership position in HIS. Total
consideration paid included a note payable of $1,030,672, cash of $750,000 and
a 2.62% interest in Logix valued at $164,000 at the date of acquisition. Under
the equity method of accounting, Logix's share of the HIS's 2000 operating
loss, totaling $27,680, has been recorded in the accompanying financial
statements.

The following is a summary of HIS's financial position at December 31, 2000
and results of operations from the date of investment through December 31, 2000:

Financial Position:
Total assets....... $1,517,027
Total liabilities.. 78,201
----------
Net Assets..... $1,438,826
==========
Results of Operations:
Revenues........... $ 109,053
Expenses........... 173,742
----------
Net (Loss)..... $ (64,689)
==========

NOTE 6--PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2000 consist of:

Computers............... $243,239
Office equipment........ 158,112
Rental equipment........ 178,875
Vehicles and other...... 52,108
--------
632,334
Accumulated depreciation (64,834)
--------
$567,500
========

Depreciation expense for the year ended December 31, 2000 was $64,432.

NOTE 7--CAPITAL LEASE OBLIGATIONS

The Company is obligated under leases for the use of operating equipment.
Because the terms and various options contained in the leases effectively have
created financing arrangements, the Company is required to record these
transactions as capital leases. Lease payments were approximately $1,550 per
month including imputed interest at rates that vary from 10% to 11%. The cost
of capitalized leased equipment was $66,656 at December 31, 2000. Amortization
for the equipment for the year ended December 31, 2000 is included in amounts
reported as depreciation expense.

F-12

THE LOGIX COMPANIES, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7--CAPITAL LEASE OBLIGATIONS (continued)

Minimum lease payments under the obligations are as follows:

Year Ended December 31,
-----------------------

2001................................... $ 18,596
2002................................... 17,437
2003................................... 15,774
2004................................... 14,070
Thereafter............................. 4,122
--------
Total minimum lease payments........... 69,999
Less: Amount representing interest..... (10,944)
--------
Present value of minimum lease payments 59,055
Less: current portion.................. (14,689)
--------
$ 44,366
========

NOTE 8--LINES OF CREDIT

Lines of credit at December 31, 2000 consist of the following:

Revolving line of credit of $50,000, payable in monthly interest-only installments,
accruing interest at prime plus 1.5% per annum (currently 11.0%), outstanding
principal balance and unpaid interest due April 30, 2001, secured by all assets of
Logix, including accounts, contract rights, inventory and equipment. This line of
credit was repaid after December 31, 2000. $45,165

Revolving line of credit of $100,000, payable in monthly interest-only installments,
accruing interest at prime plus 1.0% per annum (currently 10.5%), due on demand,
secured by all assets of Logix including accounts, contract rights, inventory and
equipment. 99,260

Revolving line of credit of $100,000, payable in monthly interest-only installments,
accruing interest at prime plus 0.5% per annum (currently 10.0%), due on demand,
secured by all assets of Logix including accounts, contract rights, inventory and
equipment. 87,580
--------
$232,005
========

NOTE 9--LONG-TERM DEBT

Long-term debt at December 31, 2000 consists of the following:

Secured note, payable in accordance with operational cash flow needs per
negotiated schedule, accruing interest at the prime rate published in the Wall Street
Journal (currently 9.5%), secured by the investment in preferred stock of HIS
Financial Services Corporation. $1,030,672

F-13

THE LOGIX COMPANIES, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9--LONG-TERM DEBT (continued)

Secured note, payable in monthly principal and interest payments of $1,140,
bearing an interest rate of 10.0%, due May 10, 2005, secured by equipment. 48,134

Secured note, payable in monthly principal and interest installments of $414,
bearing interest at 8.5%, due May 5, 2004, secured by transportation equipment. 14,666

Secured note, payable in monthly principal and interest payments of $1,850,
bearing interest at 10.0%, due April 25, 2003, secured by all assets of Logix
including accounts, contract rights, inventory and equipment. 49,229

Secured note, payable in monthly principal and interest payments of $540, bearing
interest at 10.0%, due November 7, 2003, secured by all assets of Logix including
accounts, contract rights, inventory and equipment. 11,786

Secured note, payable in monthly principal and interest payments of $866, bearing
interest at 10.0%, due December 9, 2003, secured by all assets of Logix including
accounts, contract rights, inventory and equipment. 26,444
1,180,931
Less: current portion (1,141,683)
-----------
$ 39,248
===========

Future minimum notes payable amounts are as follows:

Year Ended December 31,
-----------------------

2001................. $1,141,683
2002................. 9,899
2003................. 11,028
2004................. 12,286
2005 and thereafter.. 6,035
----------
$1,180,931
==========

NOTE 10--RELATED PARTY TRANSACTIONS

As part of the business acquisition described in Note 3, ATM holds a note
receivable from an equity owner (member) totaling $28,000. This note bears
interest at 9.0% per annum, with any outstanding principal and interest due on
July 12, 2002. The note is secured by the limited liability company membership
interest of The Logix Companies, LLC received by the seller in the acquisition
transaction.

During 2000, various members of Logix advanced a total of $2,548,267 to the
Company. These advances bear interest at 1.0% above the U.S. Bank, N.A. prime
rate and are due and payable upon demand. A total of $2,321,507 of the debt was
converted to equity on December 31, 2000, leaving a principal balance due at
December 31, 2000 at $226,760. Interest accrued during 2000 totals $134,213 and
remains unpaid as of December 31, 2000.

Member receivables result from an additional capital contribution required
from the members during 2000. The receivables are non-interest bearing and
total $64,017 at December 31, 2000. The member receivables have been collected
subsequent to December 31, 2000.

F-14

THE LOGIX COMPANIES, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11--COMMITMENTS, CONTINGENCIES, AND LEASE OBLIGATIONS

Contingencies

The Company is not party to any pending legal proceedings that, in the
opinion of management, would have a material adverse effect on the results of
operations or financial position.

Operating Lease Obligations

The Company has leases for various real property and equipment that expire
at various dates through 2006. The future minimum lease commitments for all
non-cancelable leases at December 31, 2000, are payable as follows:

Year Ended December 31,
-----------------------

2001................. $214,366
2002................. 150,250
2003................. 115,535
2004................. 78,648
2005 and thereafter.. 111,418
--------
$670,217
========

Rent expense for the year ended December 31, 2000 totaled $76,494.

Employment Agreements

The Company has signed various employment agreements that expire at various
dates. The future minimum commitments for all employment agreements at December
31, 2000, are payable as follows:

Year Ended December 31,
-----------------------

2001.......... $426,000
2002.......... 141,000
--------
$567,000
========

Employment expense related to these commitments for the year ended December
31, 2000 totaled $285,000.

NOTE 12--CASH FLOW INFORMATION

Interest paid during the year ended December 31, 2000 on a cash basis
totaled $23,073.

The Company had the following non-cash investing and financing activities
for the year ended December 31, 2000:

Additions to property and equipment financed by
notes payable.................................. $ 162,334

Additions to property and equipment financed by
capital lease obligations...................... $ 66,656

Members' capital contributions satisfied with the
exchange of member receivables................. $ 64,017

Conversion of related party debt to equity....... $ 2,321,507

F-15

THE LOGIX COMPANIES, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12--CASH FLOW INFORMATION (continued)

Other transactions during December 31, 2000:

Acquisition of Integrated Business Services, LLC:
Fair value of assets acquired................. $ 834,940
Liabilities assumed........................... (640,260)
Members' equity interest issued............... (20,000)
-----------
Net cash received in acquisition.............. $174,680
Acquisition of Affiliated Merchant Services, LLC:
Fair value of assets acquired................. $ 59,783
Liabilities assumed........................... (44,754)
Members' equity interest issued............... (2,875)
-----------
Net cash received in acquisition.............. $ 12,154
-----------
Acquisition of investment in HIS:
Fair value of interest acquired............... $ 1,944,672
Members' equity interest issued............... (164,000)
Convertible promissory note................... (1,030,672)
-----------
Cash paid to acquire investment............... $ 750,000
-----------

NOTE 13--CAPITAL CONTRIBUTIONS

During 2000, members contributed $2,431,607 cash, converted related party
debt of $1,895,026 and incurred $63,467 of member receivables in response to
membership capital calls totaling $4,390,100. The member receivables were paid
subsequent to the date of these financial statements.

On June 22, 2000 membership interests of 5.5% were sold to outside parties
for $550 in exchange for member receivables, which remain outstanding as of the
date of these financial statements.

As discussed in Note 3, the Company issued membership interests of 10% on
June 22, 2000 valued at $22,875 in connection with acquisitions. On November
11, 2000 a membership interest of 2.62% was issued for $164,000 in connection
with an acquisition.

On December 15, 2000 the Company sold a membership interest of 1% to an
outside party for $100,000 cash.

NOTE 14--SUBSEQUENT EVENTS

As discussed in Note 2, the outstanding principal and accrued interest
related to the RBSI, Inc. convertible promissory note was converted into 41% of
the common stock of RBSA, Inc. on January 21, 2001. On May 15, 2001 and again
on May 18, 2001, the Company purchased additional common shares of RBSA,
bringing the Company's total investment to a 69.9% interest in outstanding
common shares as of May 18, 2001.

On August 21, 2001, Check purchased an additional 101,000 shares of HIS
Financial Services common stock for $.25 per share from an unrelated party,
bringing the Company's total ownership of HIS Financial to 50.57% of
outstanding common shares. The total purchase price of the shares was $25,250,
paid in three equal payments prior to the issuance of these financial
statements.

F-16

THE LOGIX COMPANIES, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14--SUBSEQUENT EVENTS (continued)

On January 1, 2001 Logix issued membership interests totaling 6.0% to new
officers for a total of $600,000, of which $150,000 was received in cash with
the remaining $450,000 recorded as a note receivable, thereby diluting the
interests of existing members.

On October 1, 2001 Logix issued membership interests totaling 18.17% to
outside parties for a total of $2,020,000.80 in cash, thereby diluting the
interests of existing members.

During 2001, certain members contributed debt of $3,801,927 due to them to
capital in response to membership capital calls and received additional
membership interests.

F-17

THE LOGIX COMPANIES, LLC
AND SUBSIDIARIES

UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2001

F-18

THE LOGIX COMPANIES, LLC
Unaudited Balance Sheet
September 30, 2001

ASSETS
Current Assets
Cash......................................... $ 179,896
Restricted Cash.............................. 10,000
Trade Accounts Receivable.................... 57,018
Subscription Receivable...................... 1,350,000
Other Accounts Receivable.................... 122,022
Prepaid Expenses............................. 105,737
Inventory.................................... 214,018
WIP Inventory................................ 65,981
-----------
Total Current Assets...................... 2,104,672
Fixed Assets
ATM Equipment................................ 178,875
Terminal Demo Fleet.......................... 24,000
Computer Equipment........................... 252,845
Office Equipment............................. 176,379
Leasehold Improvements....................... 4,685
Other Fixed Assets........................... 27,423
Accumulated Depreciation..................... (154,762)
-----------
Total Fixed Assets........................ 509,445
Notes Receivable (LT Portion)................ 450,000
Deposits..................................... 25,761
Investment in Subsidiaries................... 3,878,610
Intangible Assets
Goodwill..................................... 69,475
Non-Compete Agreements....................... 25,500
Portfolios/Customer Lists.................... 104,701
Accumulated Amortization..................... (29,142)
-----------
Total Intangible Assets................... 170,534
-----------
TOTAL ASSETS.................................... 7,139,022
===========
LIABILITIES AND MEMBERS' EQUITY
Current Liabilities
Trade Accounts Payable....................... 218,331
Other Accounts Payable....................... 129,753
Payroll Tax Payable.......................... --
Salaries Payable............................. --
Commissions Payable.......................... 6,832
Bonuses Payable.............................. --
Notes Payable--Related Parties (ST Portion).. 442,000
Accrued Expenses............................. 214,848
Deferred Income.............................. --
-----------
Total Short Term Liabilities 1,011,764
Long Term Liabilities...........................
Notes Payable--Related Parties (LT Portion).. 59,804
Deferred Salaries Payable.................... 493,083
HIS Investment Payable....................... 129,348
Leases Payable (LT Portion).................. 35,370
-----------
Total Long Term Liabilities............... 717,605
-----------
TOTAL LIABILITIES............................... 1,729,369
===========
Members' Equity
Contributed Capital.......................... 11,292,328
Retained Earnings--Prior..................... (2,809,893)
Retained Earnings--Current................... (3,072,782)
-----------
Total Members' Equity..................... 5,409,653
-----------
TOTAL LIABILITIES AND MEMBERS' EQUITY........... 7,139,022
===========

F-19

THE LOGIX COMPANIES, LLC
Unaudited Statement of Operations
2001

January February March April May June July
Actual Actual Actual Actual Actual Actual Actual
- ---------- ---------- ---------- ---------- ---------- ---------- ----------

IDLogix Accounts.......... 150 150 152 204 384 364 169
IDLogix Transactions...... 3,327 7,930 32,545 48,002 47,080 57,436 67,810
TouchLogix Accounts....... -- -- -- 4 4 4 11
TouchLogix Transactions... -- -- -- -- -- -- --
PaymentLogix Accounts..... 319 325 333 453 467 476 540
PaymentLogix Transactions. 75,616 63,459 77,380 142,159 183,934 184,926 192,375
ATMLogix Accounts......... 152 155 158 160 167 170 172
ATMLogix Transactions..... 73,383 78,807 92,683 87,328 92,211 96,396 101,833
CheckLogix Accounts....... 4 5 17
CheckLogix Transactions... 434 4,279 6,367
EFTLogix Accounts......... 5,302 5,453 5,745 6,427 7,038 7,600 7,934
EFTLogix Transactions..... 1,691,794 1,777,004 2,154,375 2,221,373 2,445,538 2,663,245 2,864,845
HIS Accounts.............. 32 34 39 40 45 49 50
HIS Transactions.......... 28,001 23,754 29,028 28,377 32,532 31,701 27,652
Equipment Units Sold...... 130 29 12 22 35 34 127
Total Accounts Added...... 148 160 305 860 816 555 467
Total Accounts Closed..... -- -- 2 -- -- -- --
Total Logix Accounts...... 5,955 6,117 6,427 7,288 8,105 8,663 8,876
Total Logix Transactions.. 1,770,737 1,848,393 2,264,300 2,411,534 2,676,986 2,909,886 3,131,397
Revenues:
IDLogix Income............ 581 849 199 1,302 239 145 1,205
TouchLogix Income......... 0 0 0 0 0 0 267
PaymentLogix Income....... 22,618 22,548 20,387 63,041 102,021 105,171 73,826
ATMLogix Income........... 48,915 41,551 66,820 71,887 55,066 74,468 74,818
CheckLogix Income......... 0 0 0 0 0 78 1,900
EFT Logix Income.......... 0 0 0 0 -- -- --
Equipment Sales........... 120,093 35,304 41,355 19,130 263,861 34,718 112,304
Other..................... 2,322 3,443 35,656 2,420 1,340 1,396 (20,757)
Residual Commissions...... (4,873) (4,879) (5,375) (6,133) (5,911) (5,875) (22,520)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Revenues............ $ 189,656. $ 98,816. $ 159,042. $ 151,647. $ 416,616. $ 210,101. $ 221,043.
Cost of Revenues:
IDLogix................... -- -- -- -- -- -- --
TouchLogix................ -- -- -- -- -- -- --
PaymentLogix.............. 9,574 11,442 8,995 47,455 75,441 72,205 59,190
ATMLogix.................. 11,805 12,685 12,504 12,852 14,296 13,757 13,724
CheckLogix................ -- -- -- 5 1 555 1,836
EFT Logix................. -- -- -- -- -- -- --
Cost of Equipment Sold.... 70,762 16,198 33,608 12,823 203,491 12,628 65,835
Other..................... 2,892 2,356 4,090 4,958 2,122 2,625 712
Total Cost of Revenues.... $ 95,033 $ 42,681 $ 59,197 $ 78,093 $ 295,351 $ 101,770 $ 141,297
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross Profit.............. $ 94,623 $ 56,135 $ 99,845 $ 73,554 $ 121,265 $ 108,331 $ 79,746
Expenses:
Salaries.................. 138,932 159,484 155,521 163,187 161,871 149,638 126,688
Commissions............... 8,019 6,840 8,192 5,751 7,963 9,016 9,428
Residuals................. -- 771 42 59 50 46 50
Payroll Tax and Benefits.. 8,054 18,869 28,800 29,778 30,969 26,252 23,794
Training & Recruiting..... 108 -- -- 1,411 -- 40 80
Temporary Salaries........ -- -- -- -- 2,876 1,081 4,114
Employee Housing.......... 2,839 2,700 2,882 2,882 2,797 2,833 2,831
Total Personnel Expense... $ 157,952 $ 188,664 $ 195,437 $ 203,068 $ 206,526 $ 188,906 $ 166,985
Advertising and Marketing. 1,110 8,070 9,520 9,393 11,124 1,502 733
Banking Fees.............. 713 956 376 519 668 397 1,003
Commissions-External One
Time..................... 4,296 3,688 1,897 2,730 2,165 5,873 2,782
Communications............ 2,230 5,948 5,570 5,441 17,143 1,390 3,981
Credit Bureau............. 144 299 279 245 95 227 85
Dues and Licensing Fees... 750 4,074 245 769 -- -- --
Insurance................. 950 26 236 1,731 4,107 92 1,228
Occupancy Costs........... 13,747 14,625 20,170 26,633 22,271 21,978 20,452
Office Equipment
Maintenance.............. 7,269 503 3,301 1,108 994 -- 50
Postage and Shipping...... 3,331 2,992 2,760 7,010 7,403 1,955 6,968
Professional Fees......... 14,254 27,258 12,267 12,153 76,448 858 44,945
Supplies and Materials.... 13,485 8,783 7,804 7,462 6,377 6,704 6,005
Taxes..................... 843 77 159 290 337 372 333
Telephone................. 3,792 11,418 5,597 10,014 9,709 6,621 8,828
Terminal Repairs.......... 10,165 10,398 9,295 9,811 9,599 9,721 9,614
Travel & Entertainment.... 10,241 16,850 6,315 27,772 24,521 9,590 25,868
Other Expenses............ -- -- -- -- -- -- 305
Total Operating Expenses.. $ 245,272 $ 304,629 $ 281,228 $ 326,149 $ 399,487 $ 256,186 $ 300,165
---------- ---------- ---------- ---------- ---------- ---------- ----------
Contribution Margin....... $ (150,649) $ (248,494) $ (181,383) $ (252,595) $ (278,222) $ (147,855) $ (220,419)
Other Income & Expenses:
Depreciation.............. 12,090 12,106 12,111 12,111 11,778 11,956 11,689
Amortization.............. 794 500 794 794 794 794 (806)
Bad Debt (Recovery) Loss.. -- -- -- -- -- -- --
Sale of Asset (Gain) Loss. -- -- -- -- 19,790 -- --
Interest (Income) Expense. 2,648 13,781 18,554 20,951 28,179 30,244 32,373
Misc (Income) Expense..... 4,840 8,439 3,551 (2,310) 21,760 9,033 60,337
Asset Disposal............ -- -- -- -- 179,604 -- --
Acquisition Costs......... -- -- -- -- -- -- --
Minority Interest in HIS.. 80,778 36,571 43,005 48,616 49,401 71,479 57,990
Minority Interest in RBSA. -- (28,832) (3,276) (2,471) 2,310 -- --
EFTLogix Minority Interest -- -- -- -- -- -- --
Total Other (Income) &
Expenses................ 101,150. 42,565. 74,739. 77,691. 313,616. 123,506. 161,583.
========== ========== ========== ========== ========== ========== ==========
Net Profit (Loss)........ $ (251,799). $ (291,059). $ (256,122). $ (330,286). $ (591,838). $ (271,361). $ (382,002).

August September YTD YTD
Actual Actual Actual % of Rev
- ---------- ---------- ----------- --------

IDLogix Accounts.......... 178 186 186
IDLogix Transactions...... 72,239 59,351 395,720
TouchLogix Accounts....... 15 20 20
TouchLogix Transactions... -- -- --
PaymentLogix Accounts..... 558 568 568
PaymentLogix Transactions. 187,482 181,488 1,288,819
ATMLogix Accounts......... 175 172 172
ATMLogix Transactions..... 108,265 95,241 826,147
CheckLogix Accounts....... 65 120 120
CheckLogix Transactions... 50,623 99,614 161,317
EFTLogix Accounts......... 8,344 8,616 8,616
EFTLogix Transactions..... 2,919,106 2,842,375 21,579,655
HIS Accounts.............. 98 153 153
HIS Transactions.......... 68,959 109,307 379,311
Equipment Units Sold...... 127 38 516
Total Accounts Added...... 467 467 4,245
Total Accounts Closed..... -- -- 2
Total Logix Accounts...... 9,368 9,715 9,715
Total Logix Transactions.. 3,229,450 3,182,828 23,425,511
Revenues:
IDLogix Income............ 860 4,675 10,055 0.54%
TouchLogix Income......... 2,672 581 3,520 0.19%
PaymentLogix Income....... 102,945 89,433 601,990 32.31%
ATMLogix Income........... 53,660 38,200 525,385 28.20%
CheckLogix Income......... 10,408 20,912 33,298 1.79%
EFT Logix Income.......... -- -- -- 0.00%
Equipment Sales........... 72,327 37,559 736,651 39.54%
Other..................... 4,684 1,012 31,516 1.69%
Residual Commissions...... (14,724) (9,226) (79,516) - 4.27%
---------- ---------- ----------- -------
Total Revenues............ $ 232,832. $ 183,146. $ 1,862,899. 100.00%
Cost of Revenues:
IDLogix................... -- -- -- 0.00%
TouchLogix................ -- -- -- 0.00%
PaymentLogix.............. 66,333 70,037 420,672 22.58%
ATMLogix.................. 13,701 17,514 122,838 6.59%
CheckLogix................ 7,418 15,674 25,489 1.37%
EFT Logix................. -- -- -- 0.00%
Cost of Equipment Sold.... 38,652 20,159 474,156 25.45%
Other..................... 572 3,583 23,910 1.28%
Total Cost of Revenues.... $ 126,676 $ 126,967 $ 1,067,065 57.28%
---------- ---------- ----------- -------
Gross Profit.............. $ 106,156 $ 56,179 $ 795,834 42.72%
Expenses:
Salaries.................. 125,901 145,581 1,326,803 71.22%
Commissions............... 13,374 415 68,998 3.70%
Residuals................. 15 7,899 8,932 0.48%
Payroll Tax and Benefits.. 32,010 23,339 221,865 11.91%
Training & Recruiting..... 750 -- 2,389 0.13%
Temporary Salaries........ 3,457 319 11,847 0.64%
Employee Housing.......... 1,317 1,101 22,182 1.19%
Total Personnel Expense... $ 176,824 $ 178,654 $ 1,663,016 89.27%
Advertising and Marketing. 1,903 1,461 44,816 2.41%
Banking Fees.............. 481 368 5,481 0.29%
Commissions-External One
Time..................... 8,487 5,456 37,374 2.01%
Communications............ 9,625 4,768 56,096 3.01%
Credit Bureau............. 64 93 1,531 0.08%
Dues and Licensing Fees... 149 399 6,386 0.34%
Insurance................. 894 1,647 10,911 0.59%
Occupancy Costs........... 21,236 21,641 182,753 9.81%
Office Equipment
Maintenance.............. 200 581 14,006 0.75%
Postage and Shipping...... 4,778 2,679 39,876 2.14%
Professional Fees......... 6,881 41,990 237,054 12.73%
Supplies and Materials.... 5,068 3,246 64,934 3.49%
Taxes..................... 145 137 2,693 0.14%
Telephone................. 7,608 11,039 74,626 4.01%
Terminal Repairs.......... 9,028 9,143 86,774 4.66%
Travel & Entertainment.... 20,934 17,645 159,736 8.57%
Other Expenses............ 200 -- 505 0.03%
Total Operating Expenses.. $ 274,505 $ 300,947 $ 2,688,568 144.32%
---------- ---------- ----------- -------
Contribution Margin....... $ (168,349) $ (244,768) $(1,892,734) -101.60%
Other Income & Expenses:
Depreciation.............. 11,956 11,956 107,753 5.78%
Amortization.............. 528 528 4,720 0.25%
Bad Debt (Recovery) Loss.. -- 10,000 10,000 0.54%
Sale of Asset (Gain) Loss. -- -- 19,790 1.06%
Interest (Income) Expense. 30,243 1,047 178,020 9.56%
Misc (Income) Expense..... 6,333 21,614 133,597 7.17%
Asset Disposal............ -- 77,878 257,482 13.82%
Acquisition Costs......... -- -- -- 0.00%
Minority Interest in HIS.. 58,191 54,924 500,955 26.89%
Minority Interest in RBSA. -- -- (32,269) -1.73%
EFTLogix Minority Interest -- -- -- 0.00%
Total Other (Income) &
Expenses................ 107,251. 177,947. 1,180,048. 63.34%.
========== ========== =========== =======
Net Profit (Loss)........ $ (275,600). $ (422,715). $(3,072,782). -164.95%.

F-20

THE LOGIX COMPANIES, LLC
CONSOLIDATED STATEMENT OF MEMBERS' EQUITY
For the Period Ended September 30, 2001
Unaudited

Members' equity--beginning of year......... 1,907,635

Net (loss)................................. (3,072,782)

Debt contributed by members................ --
Cash invested by members................... 6,614,803
Membership interests issued in subsidiaries
Membership interests subscribed............

Members' equity--9.30.01................... 5,409,653

F-21

THE LOGIX COMPANIES, LLC
Unaudited Statement of Cash Flows
September 30, 2001

Cash Flows From Operating Activities
Net (loss)...................................................................... (3,072,782)

Adjustments to reconcile net (loss) to net cash (used) by operating activities:
Depreciation and amortization............................................... 112,473
Loss from sale of investments............................................... 19,790
Equity in loss of HIS Financial Services Corporation........................ 500,955
Equity in loss of RBSA Incorporated......................................... (32,269)

(Increase) in:
Accounts receivable......................................................... (89,720)
Inventories................................................................. (52,275)
Prepaid expenses............................................................ (51,737)
Accrued Interest Receivables................................................ 35,265
Increase in:
Accounts payable............................................................ 25,838
Accrued expenses............................................................ 140,552
Accrued Interest--Related Parties........................................... (134,213)
Deposits and Other.......................................................... 71,844
Salaries Payable............................................................ 254,416
Net cash (used) by operating activities............................................ (2,271,863)

Cash Flows From Investing Activities

Investsments in Subsidiaries.................................................... (1,961,619)
Purchase of property and equipment.............................................. (49,698)
Net cash (used) by investing activities............................................ (2,011,317)

Cash Flows From Financing Activities

Line of credit, net activity.................................................... (232,005)
Repayment of RBSA Incorporated Note............................................. 1,000,000
Subscriptions Receivable........................................................ (1,285,983)
Proceeds from (Payments on) Term Debt........................................... (1,051,583)
Proceeds from related party debt................................................ 275,044
Related Party Receivables....................................................... (422,000)
Reduction of obligations under capital leases................................... (23,685)
Capital contributions by members................................................ 6,118,458
Net cash provided by financing activities.......................................... 4,378,246

Net increase in cash............................................................... 95,066

Cash and cash equivalents, beginning of period..................................... 94,830
Cash and cash equivalents, end of period........................................... 189,896

F-22

ANNEX A

AGREEMENT AND PLAN OF MERGER

AMONG

CONCORD EFS, INC.,

SPARK MERGER CORP.

AND

THE LOGIX COMPANIES, LLC

Dated as of December 15, 2001

AGREEMENT AND PLAN OF MERGER

TABLE OF CONTENTS

Page
----

ARTICLE I THE MERGER.................................................... 2
Section 1.1 The Merger.................................................. 2
Section 1.2 Effective Time.............................................. 2
Section 1.3 Effects of the Merger....................................... 2
Section 1.4 Charter and Bylaws; Directors and Officers.................. 2
Section 1.5 Conversion of Securities and Membership Interests........... 2
Section 1.6 Delivery of Transmittal Letters and Payment of Cash......... 3
Section 1.7 Dividends; Transfer Taxes; Withholding...................... 3
Section 1.8 No Fractional Securities.................................... 4
Section 1.9 Abandoned Property.......................................... 4
Section 1.10 Adjustment of Exchange Ratio................................ 4
Section 1.11 No Further Ownership Rights in Company Membership Interests. 4
Section 1.12 Closing of Company Transfer Books........................... 5
Section 1.13 Further Assurances.......................................... 5
Section 1.14 Loans....................................................... 5
Section 1.15 Closing; Closing Deliveries................................. 5
Section 1.16 Acquisition Transactions.................................... 8

ARTICLE II REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB............. 9
Section 2.1 Organization, Standing and Power............................ 9
Section 2.2 Capital Structure........................................... 9
Section 2.3 Authority................................................... 9
Section 2.4 Consents and Approvals; No Violation........................ 10
Section 2.5 SEC Documents and Other Reports............................. 11
Section 2.6 Registration Statement and Proxy Statement.................. 11
Section 2.7 Actions and Proceedings..................................... 12
Section 2.8 Required Vote of Parent Stockholders........................ 12
Section 2.9 Brokers..................................................... 12
Section 2.10 Operations of Sub........................................... 12

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY................ 12
Section 3.1 Organization, Standing and Power............................ 12
Section 3.2 Capital Structure........................................... 12
Section 3.3 Authority................................................... 13
Section 3.4 Consents and Approvals; No Violation........................ 14
Section 3.5 Financial Statements........................................ 15
Section 3.6 No Dividends; Absence of Certain Changes or Events.......... 15
Section 3.7 Governmental Permits........................................ 17
Section 3.8 Registration Statement and Proxy Statement.................. 17
Section 3.9 Tax Matters................................................. 18
Section 3.10 Actions and Proceedings..................................... 19
Section 3.11 Certain Agreements.......................................... 19
Section 3.12 Employee Benefits........................................... 20
Section 3.13 Worker Safety and Environmental Laws........................ 21
Section 3.14 Labor Matters............................................... 21
Section 3.15 Intellectual Property; Software............................. 21
Section 3.16 Availability of Assets and Legality of Use.................. 24
Section 3.17 Real Property............................................... 24

A-i

Section 3.18 Real Property Leases.............................................. 24
Section 3.19 Personal Property Leases.......................................... 24
Section 3.20 Title to Assets................................................... 24
Section 3.21 Contracts......................................................... 24
Section 3.22 Status of Contracts............................................... 25
Section 3.23 Insurance......................................................... 25
Section 3.24 Budget............................................................ 26
Section 3.25 Takeover Statutes and Charter Provisions.......................... 26
Section 3.26 Required Vote of Company Members.................................. 26
Section 3.27 Acquisition Transactions.......................................... 26
Section 3.28 Brokers........................................................... 26
Section 3.29 Hart-Scott-Rodino................................................. 26
Section 3.30 Bank Act.......................................................... 26
Section 3.31 Certain Indebtedness.............................................. 26

ARTICLE IV COVENANTS RELATING TO CONDUCT OF BUSINESS........................... 27
Section 4.1 Conduct of Business Pending the Merger............................ 27
Section 4.2 No Solicitation................................................... 28
Section 4.3 Third Party Standstill Agreements................................. 29

ARTICLE V ADDITIONAL AGREEMENTS............................................... 29
Section 5.1 Member Meeting.................................................... 29
Section 5.2 Preparation of the Registration Statement and the Proxy Statement. 30
Section 5.3 Access to Information............................................. 30
Section 5.4 Compliance with the Securities Act................................ 30
Section 5.5 Fees and Expenses................................................. 30
Section 5.6 Commercially Reasonable Efforts................................... 31
Section 5.7 Public Announcements.............................................. 31
Section 5.8 State Takeover Laws............................................... 31
Section 5.9 Indemnification of Managers, Directors and Officers............... 31
Section 5.10 Notification of Certain Matters................................... 32
Section 5.11 Stock Exchange Listing............................................ 32
Section 5.12 Indemnity Agreement............................................... 32
Section 5.13 Allocation of Purchase Price...................................... 32
Section 5.14 Employee Matters.................................................. 33
Section 5.15 Interest and Principal Payments................................... 33
Section 5.16 RBSA.............................................................. 34
Section 5.17 Lavinna Company, LLC.............................................. 34

ARTICLE VI CONDITIONS PRECEDENT TO THE MERGER.................................. 34
Section 6.1 Conditions to Each Party's Obligation to Effect the Merger........ 34
Section 6.2 Conditions to Obligation of the Company to Effect the Merger...... 34
Section 6.3 Conditions to Obligations of Parent and Sub to Effect the Merger.. 35

ARTICLE VII TERMINATION, AMENDMENT AND WAIVER................................... 37
Section 7.1 Termination....................................................... 37
Section 7.2 Effect of Termination............................................. 38
Section 7.3 Amendment......................................................... 38
Section 7.4 Waiver............................................................ 38

ARTICLE VIII INDEMNIFICATION.................................................... 39
Section 8.1 Indemnity Fund.................................................... 39

A-ii

Section 8.2 Indemnification from Indemnity Fund... 39
Section 8.3 Termination of Indemnity Fund......... 40
Section 8.4 Notice and Determination of Claims.... 40
Section 8.5 Resolution of Conflicts; Arbitration.. 41
Section 8.6 Member Representatives................ 42
Section 8.7 Actions of the Member Representatives. 42
Section 8.8 Third-Party Claims.................... 42

ARTICLE IX GENERAL PROVISIONS............................... 43
Section 9.1 Survival of Representations and Warranties..... 43
Section 9.2 Notices........................................ 43
Section 9.3 Interpretation................................. 43
Section 9.4 Counterparts................................... 44
Section 9.5 Entire Agreement; No Third-Party Beneficiaries. 44
Section 9.6 Governing Law.................................. 44
Section 9.7 Assignment..................................... 44
Section 9.8 Severability................................... 44
Section 9.9 Enforcement of this Agreement.................. 44

A-iii

EXHIBITS

Exhibit A Form of Voting Agreement
Exhibit B Form of Indemnity Escrow Agreement
Exhibit C [Intentionally omitted]
Exhibit D Form of Company Affiliate Letter
Exhibit E Forms of Certification of Non-Foreign Status
Exhibit F Form of Release
Exhibit G [Intentionally omitted]
Exhibit H Form of Company Note
Exhibit I Form of RBSA Release
Exhibit J Form of ATMI Release
Exhibit K Form of HIS Stock Power
Exhibit L Form of Sdao Employment Agreement

A-iv

TABLE OF DEFINED TERMS

Defined Term Section Section
-------------------- -------

Acquisition Transactions............ Section 1.16(c)
Acquisition Transactions Payment.... Section 1.16(a)
Acquisition Transaction Share Number Section 1.5(c)
Affiliate........................... Section 3.16
Agreement........................... Introduction
Allocation Schedule................. Section 5.13(b)
Balance Sheet Date.................. Section 3.5(a)
Balance Sheets...................... Section 3.5(b)
Bank Act............................ Section 2.4
Blue Sky Laws....................... Section 2.4
CCAA................................ Section 1.1
CLLCA............................... Section 1.1
CRS................................. Section 1.1
Calculation Period.................. Section 1.5(c)
Claim Notice........................ Section 8.4(a)
Claiming Party...................... Section 8.4(a)
Closing............................. Section 1.15(a)
Closing Date........................ Section 1.15(a)
Code................................ Section 1.7
Company............................. Introduction
Company Affiliate Letter............ Section 5.4
Company Agreements.................. Section 3.22
Company Ancillary Agreements........ Section 3.3
Company Annual Financial Statements. Section 3.5(a)
Company Balance Sheet............... Section 3.5(a)
Company Business Personnel.......... Section 3.14
Company Charter..................... Section 3.2(a)
Company Employment Agreements....... Section 3.12(d)
Company Financial Statements........ Section 3.5(a)
Company Group....................... Section 3.9(e)
Company Interim Financial Statements Section 3.5(a)
Company Letter...................... Section 3.2(c)
Company Members..................... Section 1.6
Company Membership Interest......... Recitals
Company Note........................ Section 1.14
Company Operating Agreement......... Section 3.2(a)
Company Outstanding Number.......... Section 1.5(c)
Company Permits..................... Section 3.7
Company Plan........................ Section 3.12(c)
Confidentiality Agreement........... Section 5.3
Constituent Companies............... Introduction
Copyrights.......................... Section 3.15(a)(iii)
Current Activities.................. Section 3.30
DOL................................. Section 3.14
Domain Names........................ Section 3.15(a)(iv)
Effective Time...................... Section 1.2
Encumbrance......................... Section 3.6(c)(vii)
ERISA............................... Section 3.12(a)
ERISA Affiliate..................... Section 3.12(c)

A-v

Defined Term Section Section
-------------------- -------

Exchange Act................ Section 2.4
Exchange Agent.............. Section 1.6
Exchange Ratio.............. Section 1.5(c)
Expense..................... Section 8.1(c)
Financial Statements........ Section 3.5(c)
GAAP........................ Section 2.5
Governmental Entity......... Section 2.4
HIS......................... Section 1.16(a)
HIS Convertible Notes....... Section 1.16(a)
HIS Equity Holders.......... Section 1.16(a)
HIS Equity Interests........ Section 1.16(a)
HIS Stock Option............ Section 6.3(k)
HIS Stock Purchase Agreement Section 3.27
HSR Act..................... Section 2.4
Indemnity Agent............. Section 8.1(a)
Indemnity Agreement......... Recitals
Indemnity Shares............ Section 1.6
INS......................... Section 3.14
Intellectual Property....... Section 3.15(a)
IRS......................... Section 3.12(a)
Joint Venture............... Section 3.2(d)
Knowledge of Parent......... Section 2.7
Knowledge of the Company.... Section 3.10(b)
Leased Real Property........ Section 3.18
Loss........................ Section 8.1(c)
Material Adverse Change..... Section 2.4
Material Adverse Effect..... Section 2.4
Member Meeting.............. Section 5.1
Member Representatives...... Section 8.6(a)
Merger...................... Recitals
Nasdaq...................... Section 1.8
Objection................... Section 8.4(c)
Option Holder............... Section 6.3(k)
Parent...................... Introduction
Parent Ancillary Agreements. Section 2.3
Parent Average Price........ Section 1.5(c)
Parent Bylaws............... Section 2.4
Parent Charter.............. Section 1.15(b)(i)
Parent Common Stock......... Recitals
Parent Group Members........ Section 8.1(c)
Parent Letter............... Section 2.4
Parent SEC Documents........ Section 2.5
Parent Stock Plans.......... Section 2.2
Patent Rights............... Section 3.15(a)(i)
Permitted Encumbrance....... Section 3.6(c)(vii)
Person...................... Section 3.16
Proxy Statement............. Section 2.6
Purchase Option Agreement... Section 1.16(b)
RBSA........................ Section 1.16(a)
RBSA Equity Holders......... Section 1.16(a)
RBSA Equity Interests....... Section 1.16(a)

A-vi

Defined Term Section Section
-------------------- -------

RBSA Stock Purchase Agreement.......... Section 3.27
Registered Intellectual Property....... Section 3.15(f)
Registration Statement................. Section 2.3
Requirements of Laws................... Section 3.10(b)
Rozendorf Promissory Note.............. Section 5.15
Rule 145 Affiliates.................... Section 5.4
Sdao Employment Agreement.............. Section 6.2(j)
SEC.................................... Section 2.3
Securities Act......................... Section 2.3
Share Issuance......................... Section 2.3
Software............................... Section 3.15(b)
State Takeover Approvals............... Section 2.4
Statement of Merger.................... Section 1.2
Sub.................................... Introduction
Sub Charter............................ Section 1.4(a)
Subsidiary............................. Section 2.2
Subsidiary Annual Financial Statements. Section 3.5(b)
Subsidiary Balance Sheets.............. Section 3.5(b)
Subsidiary Financial Statements........ Section 3.5(b)
Subsidiary Interim Financial Statements Section 3.5(b)
Superior Proposal...................... Section 4.2(a)
Surviving Corporation.................. Section 1.1
Takeover Proposal...................... Section 4.2(a)
Taxes.................................. Section 3.9(e)
Tax Return............................. Section 3.9(e)
Tax Sharing Arrangement................ Section 3.9(e)
Trademarks............................. Section 3.15(a)(ii)
Trade Secrets.......................... Section 3.15(a)(v)
Transmittal Letter..................... Section 1.6
Voting Agreements...................... Recitals

A-vii

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of December 15, 2001 (this
"Agreement"), among Concord EFS, Inc., a Delaware corporation ("Parent"), Spark
Merger Corp., a Colorado corporation and a direct wholly owned subsidiary of
Parent ("Sub"), and The Logix Companies, LLC, a Colorado limited liability
company (the "Company") (Sub and the Company being hereinafter collectively
referred to as the "Constituent Companies").

W I T N E S S E T H:

WHEREAS, the respective Boards of Directors of Parent and Sub and the Board
of Managers of the Company have approved and declared advisable the merger of
Sub and the Company (the "Merger"), upon the terms and subject to the
conditions set forth herein, whereby each issued and outstanding membership
unit of the Company ("Company Membership Interest"), not owned directly or
indirectly by Parent or the Company, will be converted into the right to
receive shares of Common Stock, par value $0.33 1/3 per share, of Parent
("Parent Common Stock");

WHEREAS, the Board of Directors of Parent and the Board of Managers of the
Company have determined that the Merger is in furtherance of and consistent
with their respective long-term business strategies and is in the best interest
of their stockholders and members, respectively;

WHEREAS, in order to induce Parent and Sub to enter into this Agreement,
concurrently herewith the managers and certain members of the Company are
entering into agreements with Parent dated as of the date hereof (the "Voting
Agreements"), in the form of the attached Exhibit A, pursuant to which, among
other things, each such member has agreed to vote in favor of this Agreement
and the Merger; and

WHEREAS, in order to induce Parent and Sub to enter into this Agreement,
before the Closing, Parent, the Indemnity Agent and the Member Representatives
shall enter into the Indemnity Escrow Agreement (the "Indemnity Agreement")
substantially in the form of the attached Exhibit B;

NOW, THEREFORE, in consideration of the premises, representations,
warranties and agreements herein contained, the parties agree as follows:

A-1

ARTICLE I
THE MERGER

Section 1.1 The Merger. Upon the terms and subject to the conditions set
forth in this Agreement, and in accordance with the Colorado Corporations and
Associations Act (the "CCAA") and the Colorado Limited Liability Company Act
(the "CLLCA" and, together with the CCAA, the "CRS"), the Company shall be
merged with and into Sub at the Effective Time. Following the Merger, the
separate existence of the Company shall cease and Sub shall continue as the
surviving corporation (the "Surviving Corporation") and shall succeed to and
assume all the rights and obligations of the Company in accordance with the
CRS. Notwithstanding anything to the contrary herein, at the election of
Parent, any Subsidiary of Parent may be substituted for Sub as a Constituent
Company in the Merger; provided that such substituted corporation is a Colorado
corporation which is formed solely for the purpose of engaging in the
transactions contemplated by this Agreement and has engaged in no other
business activities. In such event, the parties agree to execute an appropriate
amendment to this Agreement, in form and substance reasonably satisfactory to
Parent and the Company, in order to reflect such substitution.

Section 1.2 Effective Time. The Merger shall become effective when a
Statement of Merger (the "Statement of Merger"), executed in accordance with
the relevant provisions of the CRS, is filed with the Secretary of State of the
State of Colorado; provided, however, that, upon mutual consent of the
Constituent Companies, the Statement of Merger may provide for a later date of
effectiveness of the Merger not more than 90 days after the date the Statement
of Merger is filed. When used in this Agreement, the term "Effective Time"
shall mean the date and time at which the Statement of Merger is accepted for
recording or such later time established by the Statement of Merger. The filing
of the Statement of Merger shall be made on the date of the Closing.

Section 1.3 Effects of the Merger. The Merger shall have the effects set
forth in Section 204 of the CCAA.

Section 1.4 Charter and Bylaws; Directors and Officers.

(a) At the Effective Time, the Articles of Incorporation of Sub (the "Sub
Charter"), as in effect immediately prior to the Effective Time, shall
be the Articles of Incorporation of the Surviving Corporation until
thereafter changed or amended as provided therein or by applicable law.
At the Effective Time, the Bylaws of Sub, as in effect immediately
prior to the Effective Time, shall be the Bylaws of the Surviving
Corporation until thereafter changed or amended as provided therein or
in the Articles of Incorporation of the Surviving Corporation.

(b) The directors and officers of Sub at the Effective Time shall be the
directors and officers of the Surviving Corporation, until the earlier
of their resignation or removal or until their respective successors
are duly elected and qualified, as the case may be.

Section 1.5 Conversion of Securities and Membership Interests. As of the
Effective Time, by virtue of the Merger and without any action on the part of
Sub, the Company or the holders of any securities of the Constituent Companies:

(a) Each issued and outstanding share of common stock, $.01 par value, of Sub
shall be converted into one validly issued, fully paid and
nonassessable share of common stock of the Surviving Corporation.

(b) All Company Membership Interests that are held by either HIS or any wholly
owned Subsidiary of the Company and any Company Membership Interest
owned by Parent shall be canceled, and no capital stock of Parent or
other consideration shall be delivered in exchange therefor.

(c) Subject to the provisions of Sections 1.8 and 1.10 hereof, each Company
Membership Interest issued and outstanding immediately prior to
the Effective Time (other than Company Membership Interests to

A-2

be canceled in accordance with Section 1.5(b)) (the aggregate of such
Company Membership Interests is hereinafter referred to as the "Company
Outstanding Number") shall be converted into the right to receive such
number (the "Exchange Ratio") of validly issued, fully paid and
nonassessable shares of Parent Common Stock determined by dividing (i)
the remainder of 1,100,000 minus the Acquisition Transaction Share
Number, by (ii) the Company Outstanding Number. For purposes hereof, (x)
the "Acquisition Transaction Share Number" means the number of whole
shares of Parent Common Stock equal to the Acquisition Transactions
Payment divided by the greater of (A) $27.50, and (B) the Parent Average
Price, (y) the "Parent Average Price" shall equal the quotient
(calculated to the nearest hundredth) of (A) the sum for all trading
days during the Calculation Period of (1) the average of the high and
the low sales price as reported on Nasdaq of a share of Parent Common
Stock on each such day, multiplied by (2) the trading volume as reported
on Nasdaq of shares of Parent Common Stock on each such day, divided by
(B) the sum of the trading volumes as reported on Nasdaq of shares of
Parent Common Stock for all such days during the Calculation Period, and
(z) the "Calculation Period" shall mean the 10 consecutive full trading
days ending on the day of the Effective Time or, if such day is not a
trading day, on the trading day immediately preceding the Effective
Time. Such Company Membership Interests, when so converted, shall no
longer be outstanding and shall automatically be canceled and retired,
and each holder of any such membership units shall cease to have any
rights with respect thereto, except the right to receive (i) subject to
Section 1.6, certificates representing the shares of Parent Common Stock
into which such Company Membership Interests are converted, (ii) any
dividends and other distributions in accordance with Section 1.7, and
(iii) any cash, without interest, in lieu of fractional shares to be
issued or paid in consideration therefor in accordance with Section 1.8.

Section 1.6 Delivery of Transmittal Letters and Payment of Cash. At or
after the Effective Time, each holder of Company Membership Interests issued
and outstanding immediately prior to the Effective Time (other than holders of
Company Membership Interests to be canceled in accordance with Section 1.5(b))
(collectively, the "Company Members") may deliver to Parent's designee as the
exchange agent (the "Exchange Agent") a letter of transmittal in the form
prepared by Parent (which shall specify that delivery shall be effected only
upon actual delivery thereof to the Exchange Agent and shall contain
instructions for use in effecting the surrender of such Company Membership
Interests in exchange for certificates representing shares of Parent Common
Stock and cash in lieu of fractional shares (the "Transmittal Letter")). Parent
shall promptly deliver or cause to be delivered, upon delivery to the Exchange
Agent of the Transmittal Letter by any Company Member, duly executed, in
exchange therefor (i) to such Company Member (x) one or more certificates
representing ninety-five percent (95%) of the aggregate number of whole shares
of Parent Common Stock into which the Company Membership Interests owned by
such Company Member shall have been converted pursuant to Section 1.5(c), and
(y) one hundred percent (100%) of the cash in lieu of any fractional share in
accordance with Section 1.8, and one hundred percent (100%) of certain
dividends and other distributions in accordance with Section 1.7; and (ii) in
accordance with Section 8.1, to the Indemnity Agent, for deposit in the
Indemnity Fund (as defined in the Indemnity Agreement), one or more
certificates representing the remaining five percent (5%) of such number of
whole shares of Parent Common Stock (all such shares held by the Indemnity
Agent being collectively referred to as the "Indemnity Shares") and one hundred
percent (100%) of certain dividends and other distributions in accordance with
Section 1.7.

Section 1.7 Dividends; Transfer Taxes; Withholding. No dividends or other
distributions that are declared on or after the Effective Time on Parent Common
Stock, or are payable to the holders of record thereof on or after the
Effective Time, will be paid to any Person entitled by reason of the Merger to
receive a certificate representing Parent Common Stock until such Person
delivers the related Transmittal Letter, as provided in Section 1.6, and no
cash payment in lieu of fractional shares will be paid to any such Person
pursuant to Section 1.8 until such Person shall so deliver the related
Transmittal Letter. Subject to the effect of applicable law, there shall be
paid to each record holder of a new certificate representing such Parent Common
Stock: (i) at the time of the delivery of such Transmittal Letter or as
promptly as practicable thereafter, one hundred percent (100%) of the amount of
any dividends or other distributions theretofore paid with respect to the
shares of Parent Common Stock represented by such new certificate and having a
record date on or after the Effective Time and a payment

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date prior to such delivery; (ii) at the appropriate payment date or as
promptly as practicable thereafter, one hundred percent (100%) of the amount of
any dividends or other distributions payable with respect to such shares of
Parent Common Stock and having a record date on or after the Effective Time but
prior to the delivery of such Transmittal Letter and a payment date on or
subsequent to such delivery; and (iii) at the time of the delivery of such
Transmittal Letter or as promptly as practicable thereafter, the amount of any
cash payable with respect to a fractional share of Parent Common Stock to which
such holder is entitled pursuant to Section 1.8; provided, that to the extent
such dividends or other distributions relate to stock splits or other similar
events, one hundred percent (100%) of such dividends or distributions with
respect to the Indemnity Shares shall be deposited by Parent with the Indemnity
Agent and shall be included in the Indemnity Fund in accordance with the
Indemnity Agreement. In no event shall the Person entitled to receive such
dividends or other distributions or cash in lieu of fractional shares be
entitled to receive interest on such dividends or other distributions or cash
in lieu of fractional shares. If any cash or certificate representing shares of
Parent Common Stock is to be paid to or issued in a name other than that in
which the Company Membership Interests surrendered in exchange therefor are
registered, it shall be a condition of such exchange that evidence of the
proper transfer of such Company Membership Interests shall be presented and
that the Person requesting such exchange shall pay to Parent any transfer or
other taxes required by reason of the issuance of certificates for such shares
of Parent Common Stock in a name other than that of the registered holder of
such Company Membership Interests or shall establish to the satisfaction of
Parent that such tax has been paid or is not applicable. Parent shall be
entitled to deduct and withhold from the consideration otherwise payable
pursuant to this Agreement to any Person such amounts as Parent is required to
deduct and withhold with respect to the making of such payment under the
Internal Revenue Code of 1986, as amended (the "Code") or under any provision
of state, local or foreign tax law. To the extent that amounts are so withheld
by Parent, such withheld amounts shall be treated for all purposes of this
Agreement as having been paid to the Person who otherwise would have received
the payment in respect of which such deduction and withholding was made by
Parent.

Section 1.8 No Fractional Securities. No certificates or scrip
representing fractional shares of Parent Common Stock shall be issued upon the
delivery of Transmittal Letters for the exchange of Company Membership
Interests pursuant to this Article I; no Parent dividend or other distribution
or stock split shall relate to any fractional share; and no fractional share
shall entitle the owner thereof to vote or to any other rights of a security
holder of Parent. In lieu of any such fractional share, (x) each Company Member
who would otherwise have been entitled to a fraction of a share of Parent
Common Stock upon delivery of the Transmittal Letter for exchange pursuant to
this Article I will be paid an amount in cash (without interest), rounded down
to the nearest cent, determined by multiplying (i) the last reported sale price
per share of Parent Common Stock on The Nasdaq National Market ("Nasdaq") on
the date of the Effective Time (or, if the shares of Parent Common Stock do not
trade on Nasdaq on such date, the first date of trading of shares of Parent
Common Stock on Nasdaq after the Effective Time) by (ii) the fractional
interest of a share of Parent Common Stock to which such holder would otherwise
be entitled.

Section 1.9 Abandoned Property. Neither Parent nor the Surviving
Corporation shall be liable to any former holder of any Company Membership
Interest for any consideration payable in accordance with this Article I which
is delivered to a public official pursuant to any applicable abandoned
property, escheat or similar law.

Section 1.10 Adjustment of Exchange Ratio. In the event of any
reclassification, stock split, stock dividend or other similar change with
respect to Parent Common Stock or any change or conversion of Parent Common
Stock into other securities (or if a record date with respect to any of the
foregoing should occur) prior to the Effective Time, appropriate and
proportionate adjustments, if any, shall be made to the Exchange Ratio, and all
references to the Exchange Ratio in this Agreement shall be deemed to be to the
Exchange Ratio, as so adjusted.

Section 1.11 No Further Ownership Rights in Company Membership
Interests. All shares of Parent Common Stock issued upon the surrender for
exchange of Company Membership Interests in accordance with

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the terms hereof (including any cash paid pursuant to Section 1.8) shall be
deemed to have been issued in full satisfaction of all rights pertaining to the
Company Membership Interests so exchanged.

Section 1.12 Closing of Company Transfer Books. At the Effective Time, the
transfer books of the Company shall be closed, and no transfer of Company
Membership Interests shall thereafter be made on the records of the Company.
If, after the Effective Time, Transmittal Letters are presented to the
Surviving Corporation or Parent, the related Company Membership Interests shall
be canceled and exchanged as provided in this Article I.

Section 1.13 Further Assurances. If at any time after the Effective Time
the Surviving Corporation shall consider or be advised that any deeds, bills of
sale, assignments or assurances or any other acts or things are necessary,
desirable or proper (a) to vest, perfect or confirm, of record or otherwise, in
the Surviving Corporation its right, title or interest in, to or under any of
the rights, privileges, powers, franchises, properties or assets of either of
the Constituent Companies, or (b) otherwise to carry out the purposes of this
Agreement, the Surviving Corporation and its proper officers and directors or
their designees shall be authorized to execute and deliver, in the name and on
behalf of either of the Constituent Companies, all such deeds, bills of sale,
assignments and assurances and to do, in the name and on behalf of either
Constituent Company, all such other acts and things as may be necessary,
desirable or proper to vest, perfect or confirm the Surviving Corporation's
right, title or interest in, to or under any of the rights, privileges, powers,
franchises, properties or assets of such Constituent Company and otherwise to
carry out the purposes of this Agreement.

Section 1.14 Loans. Parent agrees that, if the Closing has not occurred on
or before the date that is 60 days after the date hereof, at any time or from
time to time after such date it will make a loan or loans to the Company in an
aggregate principal amount of up to $500,000. Parent's obligation to make any
such loan is subject to the conditions precedent that the Company (i) is not in
breach in any material respect of any of its obligations under this Agreement,
and (ii) requests such loan no later than May 31, 2002. Each loan shall be in
an amount of at least $100,000. The loans shall be evidenced by a single
promissory note, in the form of the attached Exhibit H (the "Company Note")
which shall be executed by the Company on the date of the first such loan to
the Company. The Company shall give Parent at least five business days'
irrevocable written notice of the Company's intention to receive a loan from
Parent. Such notice shall specify the amount of the loan, the date on which the
loan will be made by Parent and the wire transfer instructions for the Company
bank account to which Parent shall transfer an amount of funds equal to the
full amount of such loan, and shall certify that as of the date of such notice,
no Event of Default (as defined in the Company Note) exists. The Company's
acceptance of any loan shall constitute the Company's reaffirmation that as of
the date of such loan, no Event of Default exists. Subject to the foregoing
terms and conditions of this Section and so long as the Company is not in
default in any material respect of its obligations under this Agreement or the
Company Note, Parent shall make such loan in accordance with such notice. The
loans are not revolving in nature and no loan may be reborrowed once it has
been repaid. All of the other terms relating to the loans are set forth in the
Company Note.

Section 1.15 Closing; Closing Deliveries.

(a) The closing of the transactions contemplated by this Agreement (the
"Closing") and all actions specified in this Agreement to occur at the
Closing shall take place at the offices of Sidley Austin Brown & Wood,
Bank One Plaza, 10 South Dearborn Street, Chicago, Illinois, at 10:00
a.m., local time, no later than the second business day following the
day on which the last of the conditions set forth in Article VI shall
have been fulfilled or waived (if permissible) or at such other time
and place as Parent and the Company shall agree (the date and time on
which the Closing actually occurs is referred to herein as the
"Closing Date").

(b) Subject to fulfillment or waiver of the conditions set forth in Article
VI, at the Closing Parent shall deliver all of the following:

(i) to the Company a copy of the Restated Certificate of Incorporation,
as amended, of Parent (the "Parent Charter"), certified as of a
recent date by the Secretary of State of the State of Delaware;

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(ii) to the Company a certificate of good standing of Parent, issued as
of a recent date by the Secretary of State of the State of Delaware;

(iii) to the Company a certificate of the Secretary or an Assistant
Secretary of Parent, dated the Closing Date, in form and substance
reasonably satisfactory to the Company, as to (a) no amendments to
the Parent Charter since a specified date, (b) the Bylaws of
Parent, (c) the resolutions of the Board of Directors of Parent
authorizing the execution and performance of this Agreement and the
transactions contemplated herein and (d) the incumbency and
signatures of the officers of Parent executing this Agreement and
any Parent Ancillary Agreement;

(iv) to the Company all consents, waivers or approvals obtained by
Parent with respect to the consummation of the transactions
contemplated by this Agreement;

(v) to the Company the certificate contemplated by Section 6.2(a);

(vi) to ATMI, Inc. on behalf of the Company $165,216.00 by wire transfer
to a bank account in the United States previously specified by
ATMI, Inc. in writing to Parent at least two business days prior to
the Closing;

(vii) to the RBSA Equity Holders on behalf of EFTLogix, LLC $2,257,113.85
in the aggregate to acquire all of the RBSA Equity Interests with
such $2,257,113.85 to be paid to the RBSA Equity Holders in the
amounts set forth in Schedule 1.15(b) by wire transfers to bank
accounts in the United States specified by the RBSA Equity Holders
in Exhibit A attached to the RBSA Stock Purchase Agreement;

(viii) to the HIS Equity Holders on behalf of CheckLogix, LLC
$3,352,469.54 in the aggregate to acquire all of the HIS Equity
Interests with such $3,352,469.54 to be paid to the HIS Equity
Holders by wire transfers to bank accounts in the United States in
the amounts specified by CheckLogix, LLC in writing to Parent at
least two business days prior to the Closing;

(ix) to each of the employees of RBSA listed in Schedule 6.3(l) the
amounts set forth opposite their names in Schedule 6.3(l) by wire
transfers in such amounts to bank accounts in the United States
specified by RBSA in writing at least two business days prior to
the Closing;

(x) in accordance with Section 5.15, to Vladimir and Lana Rozendorf the
outstanding principal amount and all accrued and unpaid interest as
of the Closing Date on the Rozendorf Promissory Note by wire
transfer to a bank account in the United States specified by
Vladimir and Lana Rozendorf in writing at least two business days
prior to the Closing;

(xi) to Vladimir Rozendorf $29,307 pursuant to Section 4.3 of that
certain Amended and Restated Operating Agreement of TouchLogix,
LLC, dated June 22, 2001, by wire transfer to a bank account in the
United States specified by Vladimir Rozendorf in writing at least
two business days prior to the Closing;

(xii) to Lana Rozendorf $29,307 pursuant to Section 4.3 of that certain
Amended and Restated Operating Agreement of TouchLogix, LLC, dated
June 22, 2001, by wire transfer to a bank account in the United
States specified by Lana Rozendorf in writing at least two business
days prior to the Closing;

(xiii) in accordance with Section 5.15, to A. Anthony Sdao $101,438.36
reflecting the fixed amount of interest to be paid to A. Anthony
Sdao by wire transfer to a bank account in the United States
specified by A. Anthony Sdao in writing at least two business days
prior to the Closing;

(xiv) in accordance with Section 5.15, to Scott Bahneman $35,184.15
reflecting the fixed amount of interest to be paid to Scott
Bahneman by wire transfer to a bank account in the United States
specified by Scott Bahneman in writing at least two business days
prior to the Closing; and

(xv) deliver payment as specified in Section 4.1 of the Company Letter
in accordance with the certificate delivered by the Company
pursuant to Section 6.3(q); and

A-6

(xvi) to the Company and Indemnity Agent the Indemnity Agreement duly
executed by Parent.

(c) Subject to fulfillment or waiver of the conditions set forth in Article
VI, at the Closing Sub shall deliver to the Company all of the following:

(i) a copy of the Articles of Incorporation of Sub certified as of a
recent date by the Secretary of State of the State of Colorado;

(ii) a certificate of good standing of Sub, issued as of a recent date
by the Secretary of State of the State of Colorado;

(iii) a certificate of the Secretary or an Assistant Secretary of Sub,
dated the Closing Date, in form and substance reasonably
satisfactory to the Company, as to (a) no amendments to the
Articles of Incorporation of Sub since a specified date, (b) the
Bylaws of Sub, (c) the resolutions of the Board of Directors of Sub
authorizing the execution and performance of this Agreement and the
transactions contemplated herein, (d) the written consent of Parent
in its capacity as sole stockholder of Sub adopting this Agreement
in accordance with the CCAA and the Colorado Business Corporation
Act, and (e) the incumbency and signatures of the officers of Sub
executing this Agreement and any other agreement or certificate
executed by Sub in connection with the Closing; and

(iv) the Sdao Employment Agreement duly executed by Sub.

(d) Subject to fulfillment or waiver of the conditions set forth in Article
VI, at the Closing the Company shall deliver all of the following:

(i) to Parent a copy of the Company Charter, certified as of a recent
date by the Secretary of State of the State of Colorado;

(ii) to Parent a certificate of good standing of the Company, issued as
of a recent date by the Secretary of State of the State of Colorado;

(iii) to Parent a certificate of the Secretary or an Assistant Secretary
of the Company, dated the Closing Date, in form and substance
reasonably satisfactory to Parent, as to (a) no amendments to the
Company Charter since a specified date, (b) the Company Operating
Agreement, (c) the resolutions of the Board of Managers of the
Company authorizing the execution and performance of this Agreement
and the transactions contemplated herein, (d) the resolutions of
the Company Members approving and adopting this Agreement in
accordance with the Company Operating Agreement and the CRS, and
(e) the incumbency and signatures of the officers of the Company
executing this Agreement and any Company Ancillary Agreement;

(iv) to Parent all consents, waivers or approvals obtained by the
Company with respect to the consummation of the transactions
contemplated by this Agreement;

(v) to Parent the certificates contemplated by Sections 6.3(a), 6.3(b),
6.3(d), 6.3(e), 6.3(f), 6.3(j), 6.3(k), 6.3(p), 6.3(q) and 6.3(r);

(vi) to Parent the consents contemplated by Section 6.3(c);

(vii) to Parent the releases contemplated by Section 6.3(g), 6.3(l),
6.3(n) and 6.3(o);

(viii) to Parent the stock certificates (together with duly executed and
notarized stock powers in the form of Exhibit B attached to the
RBSA Stock Purchase Agreement) representing the RBSA Equity
Interests;

(ix) to Parent the stock certificates (together with duly executed and
notarized stock powers in the form of the attached Exhibit K)
representing the HIS Equity Interests and evidence of the exercise
notice and ratification of exercise of all of the HIS Stock Options
and the conversion of all of the HIS Convertible Notes;

A-7

(x) to Parent and the Indemnity Agent the Indemnity Agreement duly
executed by the Member Representatives;

(xi) to Parent the Rozendorf Promissory Note marked "Paid In Full";

(xii) to Daniel Lykken that certain Promissory Note, dated January 1,
2001, with Daniel Lykken as maker, in the principal amount of
$250,000, marked "Forgiven and Cancelled";

(xiii) to Kristin DelMonte that certain Promissory Note, dated January 1,
2001, with Kristin DelMonte as maker, in the principal amount of
$200,000, marked "Forgiven and Cancelled";

(xiv) to Brian Shanahan that certain Promissory Note, dated January 1,
2001, with Brian Shanahan as maker, in the principal amount of
$28,000, marked "Forgiven and Cancelled";

(xv) to John Willmon that certain Promissory Note, dated October 26,
2000, with John Willmon as maker, in the principal amount of
$13,191.66, marked "Forgiven and Cancelled";

(xvi) to Sub the Sdao Employment Agreement duly executed by A. Anthony
Sdao; and

(xvii) to Parent copies of all other closing deliveries received by the
Company or any Subsidiary of the Company pursuant to the RBSA Stock
Purchase Agreement and the HIS Stock Purchase Agreement.

(e) At Closing the Indemnity Agent shall deliver to Parent and the Company
the Indemnity Agreement duly executed by the Indemnity Agent.

Section 1.16 Acquisition Transactions.

(a) Simultaneously with the Closing the Company or a Subsidiary of the
Company shall acquire all of the outstanding capital stock and all other
outstanding equity interests (including any options, warrants,
convertible notes or other right to acquire capital stock) (the "HIS
Equity Interests") of HIS Financial Services Corporation ("HIS") which
are not owned by the Company or a Subsidiary of the Company as of the
Closing Date for an aggregate purchase price of $3,352,469.54 and shall
acquire all of the outstanding capital stock and all other outstanding
equity interests (including any options, warrants, convertible notes or
other right to acquire capital stock) (the "RBSA Equity Interests") of
EFTLogix, Inc. f/k/a RBSA, Incorporated ("RBSA") which are not owned by
the Company or a Subsidiary of the Company as of the Closing Date for an
aggregate purchase price of $2,257,113.85. Holders of an HIS Equity
Interest are hereinafter defined individually as an "HIS Equity Holder"
and collectively as the "HIS Equity Holders" and holders of an RBSA
Equity Interest are hereinafter defined individually as an "RBSA Equity
Holder" and collectively as the "RBSA Equity Holders". The sum of
$2,257,113.85 and $3,352,469.54, or $5,609,583.39, is hereinafter
defined as the "Acquisition Transactions Payment". All of the
convertible notes of HIS listed in Section 3.2(c) of the Company Letter
and any additional convertible notes of HIS issued between the date
hereof and the Closing Date are hereinafter defined as the "HIS
Convertible Notes".

(b) The HIS Equity Interests and the RBSA Equity Interests will be acquired
by the Company or a Subsidiary of the Company as follows:

(i) The closings as described in the HIS Stock Purchase Agreement and
the RBSA Stock Purchase Agreement will occur simultaneously with
the Closing;

(ii) All of the HIS Convertible Notes will have converted into Series C
Preferred Stock of HIS prior to or on January 2, 2002 and each
holder of an HIS Convertible Note is or shall have become a party
to the Purchase Option Agreement on or prior to the Closing;

(iii) The Company has validly exercised its option set forth in the
Purchase Option Agreement, dated November 21, 2000 (the "Purchase
Option Agreement"), among the Company, HIS and certain other
parties;

A-8

(iv) The HIS Options shall have been fully vested and fully exercised
and each Option Holder shall have become a party to the Purchase
Option Agreement on or prior to the Closing; and

(v) All documents required to be delivered by the Company to Parent
under Section 1.15(d) in connection with RBSA, HIS, the RBSA Equity
Interests and the HIS Equity Interests, including all stock
certificates, stock powers, releases, evidence of notice of
exercise, ratification of exercise and exercise of the HIS Stock
Options and evidence of conversion of the HIS Convertible Notes,
will have been delivered.

(c) The transactions described in Section 1.16(b) are hereinafter referred
to collectively as the "Acquisition Transactions".

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB

Parent and Sub, jointly and severally, represent and warrant to the Company
as follows:

Section 2.1 Organization, Standing and Power. Each of Parent and Sub is a
corporation duly organized, validly existing and in good standing under the
laws of the States of Delaware and Colorado, respectively, and has the
requisite corporate power and authority to carry on its business as now being
conducted.

Section 2.2 Capital Structure. As of the date hereof, the authorized
capital stock of Parent consists of 750,000,000 shares of Parent Common Stock.
At the close of business on November 30, 2001, (i) 506,576,046 shares of Parent
Common Stock were issued and outstanding, (ii) no shares of Parent Common Stock
were held in the treasury of Parent or by Subsidiaries of Parent, and (iii)
47,206,385 shares of Parent Common Stock were reserved for issuance pursuant to
outstanding options, warrants or other rights to purchase or otherwise acquire
shares of Parent Common Stock under Parent's plans or other arrangements or
pursuant to any plans or arrangements assumed by Parent in connection with any
acquisition, business combination or similar transaction (collectively, the
"Parent Stock Plans"). As of the date of this Agreement, except as set forth
above, except for the issuance of shares of Parent Common Stock pursuant to the
Parent Stock Plans, no shares of capital stock or other voting securities of
Parent were issued, reserved for issuance or outstanding. All of the shares of
Parent Common Stock issuable upon conversion of Company Membership Interests at
the Effective Time in accordance with Section 1.5(c) of this Agreement will be,
when so issued, duly authorized, validly issued, fully paid and nonassessable
and free of preemptive rights.

For purposes of this Agreement, "Subsidiary" means any corporation,
partnership, limited liability company, joint venture, trust, association or
other entity of which Parent or the Company, as the case may be (either alone
or through or together with any other Subsidiary), owns, directly or
indirectly, 50% or more of the stock or other equity interests the holders of
which are generally entitled to vote for the election of the Board of Directors
or other governing body of such corporation, partnership, limited liability
company, joint venture or other entity. Notwithstanding the foregoing, HIS
shall be considered and treated as a Subsidiary of the Company for all purposes
under this Agreement.

Section 2.3 Authority. The Boards of Directors of Parent and Sub have
declared the Merger advisable and fair to and in the best interest of Parent
and Sub, respectively, and Parent, as sole stockholder of Sub, has approved and
adopted this Agreement in accordance with the Colorado Business Corporation
Act. The Board of Directors of Parent has approved the issuance of Parent
Common Stock in connection with the Merger (the "Share Issuance") and has
approved the other agreements to be entered into by it as contemplated hereby
(such other agreements, the "Parent Ancillary Agreements"). Parent has the
requisite corporate power and authority to enter into this Agreement and the
Parent Ancillary Agreements, to consummate the transactions contemplated hereby
and thereby and to effect the Share Issuance. Sub has all corporate power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this

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Agreement by Parent and Sub and the Parent Ancillary Agreements by Parent, and
the consummation by Parent and Sub of the transactions contemplated hereby and
thereby, have been duly authorized by all necessary corporate action on the
part of Parent and Sub. This Agreement and the consummation of the transactions
contemplated hereby have been approved by the sole stockholder of Sub. This
Agreement has been duly executed and delivered by Parent and Sub. The Parent
Ancillary Agreements executed as of the date hereof have been duly executed and
delivered by Parent. Assuming the valid authorization, execution and delivery
by the other parties thereto and the validity and binding effect hereof and
thereof on the other parties thereto, this Agreement constitutes the valid and
binding obligation of Parent and Sub enforceable against each of them in
accordance with its terms, and each of the Parent Ancillary Agreements, upon
execution and delivery thereof by Parent, will constitute the valid and binding
obligation of Parent enforceable against it in accordance with its terms,
except to the extent its enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally and by the effect of general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law). The Share Issuance and the filing of a
registration statement on Form S-4 with the Securities Exchange Commission
("SEC") by Parent under the Securities Act of 1933, as amended (together with
the rules and regulations promulgated thereunder, the "Securities Act"), for
the purpose of registering shares of Parent Common Stock to be issued in the
Merger (together with any amendments or supplements thereto, whether prior to
or after the effective date thereof, the "Registration Statement") have been
duly authorized by Parent's Board of Directors.

Section 2.4 Consents and Approvals; No Violation. Assuming that all
consents, approvals, authorizations and other actions described in this Section
2.4 have been obtained and all filings and obligations described in this
Section 2.4 have been made, except as set forth in Section 2.4 of the letter
dated the date hereof and delivered on the date hereof by Parent to the
Company, which letter relates to this Agreement and is designated therein as
the Parent Letter (the "Parent Letter"), the execution and delivery of this
Agreement by Parent and Sub, and the Parent Ancillary Agreements by Parent, do
not, and the consummation of the transactions contemplated hereby and thereby
and compliance with the provisions hereof and thereof will not, result in any
violation of, or default (with or without notice or lapse of time, or both)
under, or give to others a right of termination, cancellation or acceleration
of any obligation or the loss of a material benefit under, or result in the
creation of any lien, security interest, charge or encumbrance upon any of the
properties or assets of Parent or any of its Subsidiaries under, any provision
of (i) the Parent Charter or the Bylaws of Parent (the "Parent Bylaws") or the
Articles of Incorporation or Bylaws of Sub, (ii) the comparable charter or
organizational documents of any of Parent's Subsidiaries, (iii) any loan or
credit agreement, note, bond, mortgage, indenture, guaranty, lease or other
agreement, instrument, permit, concession, franchise or license applicable to
Parent or any of its Subsidiaries or any of their respective properties or
assets or (iv) any judgment, order, decree, injunction, statute, law,
ordinance, rule or regulation applicable to Parent or any of its Subsidiaries
or any of their respective properties or assets, other than, in the case of
clauses (ii), (iii) or (iv), any such violations, defaults, rights, liens,
security interests, charges or encumbrances that, individually or in the
aggregate, would not have a Material Adverse Effect on Parent, materially
impair the ability of Parent or Sub to perform their respective obligations
hereunder or, in the case of Parent, under the Parent Ancillary Agreements, or
prevent the consummation of any of the transactions contemplated hereby or
thereby by Parent or Sub. No filing or registration with, or authorization,
consent or approval of, any domestic (federal and state), foreign or
supranational court, commission, governmental body, regulatory agency,
authority or tribunal (a "Governmental Entity") is required by or with respect
to Parent or any of its Subsidiaries in connection with the execution and
delivery of this Agreement by Parent or Sub or the Parent Ancillary Agreements
by Parent or is necessary for the consummation by Parent or Sub of the Merger
and the other transactions contemplated by this Agreement or the Parent
Ancillary Agreements, except for (i) in connection, or in compliance, with the
provisions of the Bank Holding Company Act of 1956, as amended (together with
the rules and regulations promulgated thereunder, the "Bank Act"), the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (together with
the rules and regulations promulgated thereunder, the "HSR Act"), the
Securities Act and the Securities Exchange Act of 1934, as amended (together
with the rules and regulations promulgated thereunder, the "Exchange Act"),
(ii) the filing of the Statement of Merger with the Secretary of State of the
State of Colorado and appropriate documents with the relevant authorities of
other states in which the Company or any of its Subsidiaries is qualified to do

A-10

business, (iii) such filings, authorizations, orders and approvals as may be
required by state takeover laws (the "State Takeover Approvals"), (iv)
applicable requirements, if any, of state securities or "blue sky" laws ("Blue
Sky Laws") and Nasdaq, (v) applicable requirements, if any, under foreign laws
and (vii) such other consents, orders, authorizations, registrations,
declarations and filings the failure of which to be obtained or made would not,
individually or in the aggregate, have a Material Adverse Effect on Parent,
materially impair the ability of Parent or Sub to perform its obligations
hereunder or, in the case of Parent, under the Parent Ancillary Agreements, or
prevent the consummation of any of the transactions contemplated hereby or
thereby by Parent or Sub.

For purposes of this Agreement, "Material Adverse Change" or "Material
Adverse Effect" means, when used with respect to Parent or the Company, as the
case may be, any event, change or effect that individually or when taken
together with all other such events, changes or effects is or could reasonably
be expected to be materially adverse to the business, assets, liabilities,
financial condition or results of operations of Parent and its Subsidiaries,
taken as a whole, or the Company and its Subsidiaries, taken as a whole, as the
case may be. None of the following shall be deemed, by itself or by themselves,
to constitute a Material Adverse Change or Material Adverse Effect: (i)
conditions affecting the industry in which the Company and its Subsidiaries or
Parent and its Subsidiaries, as the case may be, operates or (ii) conditions
affecting the U.S. economy as a whole.

Section 2.5 SEC Documents and Other Reports. Parent has filed all required
documents with the SEC between January 1, 2001 and the date hereof (the "Parent
SEC Documents"). As of their respective dates or, if amended, as of the date of
the last amendment, the Parent SEC Documents complied in all material respects
with the requirements of the Securities Act or the Exchange Act, as the case
may be, and, at the respective times they were filed, none of the Parent SEC
Documents contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The consolidated financial statements (including, in each case,
any notes thereto) of Parent included in the Parent SEC Documents complied as
to form in all material respects with applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto, were
prepared in accordance with generally accepted accounting principles ("GAAP")
(except, in the case of the unaudited statements, as permitted by Form 10-Q of
the SEC) applied on a consistent basis during the periods involved (except as
may be indicated therein or in the notes thereto) and fairly presented in all
material respects the consolidated financial position of Parent and its
consolidated subsidiaries at the respective dates thereof and the consolidated
results of their operations and their consolidated cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal year-end
audit adjustments and to any other adjustments described therein). Except as
disclosed in the Parent SEC Documents or as required by GAAP, Parent has not,
since January 1, 2001, made any material change in the accounting practices or
policies applied in the preparation of financial statements included in the
Parent SEC Documents.

Section 2.6 Registration Statement and Proxy Statement. None of the
information to be supplied by Parent or Sub for inclusion or incorporation by
reference in the Registration Statement or the information statement/prospectus
included therein relating to the Member Meeting (together with any amendments
or supplements thereto, the "Proxy Statement") will (i) in the case of the
Registration Statement, at the time it becomes effective, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading or (ii) in the case of the Proxy Statement, at the time of the
mailing of the Proxy Statement and at the time of the Member Meeting, contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not
misleading. If at any time prior to the Member Meeting any event with respect
to Parent, its officers and directors or any of its Subsidiaries shall occur
which is required to be described in the Proxy Statement or the Registration
Statement, such event shall be so described, and an appropriate amendment or
supplement shall be promptly filed with the SEC and, as required by law,
disseminated to the members of the Company. The Registration Statement will
comply (with respect to Parent) as to form in all material respects with the
provisions of the Securities Act.

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Section 2.7 Actions and Proceedings. As of the date hereof, there are no
actions, suits, labor disputes or other litigation, legal or administrative
proceedings or governmental investigations pending or, to the Knowledge of
Parent, threatened against or affecting Parent or any of its Subsidiaries or,
to the Knowledge of Parent, any of its or their present or former officers,
directors, employees, or consultants, agents or stockholders, as such, or any
of its or their properties, assets or business relating to the transactions
contemplated by this Agreement and the Parent Ancillary Agreements. For
purposes of this Agreement, "Knowledge of Parent" means the actual knowledge of
the individuals identified in Section 2.7 of the Parent Letter.

Section 2.8 Required Vote of Parent Stockholders. No vote of the security
holders of Parent is required by law, the Parent Charter, the Parent Bylaws or
otherwise in order for Parent to consummate the Merger and the transactions
contemplated hereby.

Section 2.9 Brokers. No broker, investment banker or other Person is
entitled to any broker's, finder's or other similar fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of Parent.

Section 2.10 Operations of Sub. Sub is a wholly owned Subsidiary of
Parent, was formed solely for the purpose of engaging in the transactions
contemplated hereby, has engaged in no other business activities and has
conducted its operations only as contemplated hereby.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Parent and Sub as follows:

Section 3.1 Organization, Standing and Power. The Company is a limited
liability company duly organized, validly existing and in good standing under
the laws of the State of Colorado and has the requisite power and authority to
carry on its business as now being conducted. Each Subsidiary of the Company is
duly organized, validly existing and in good standing under the laws of the
jurisdiction in which it is organized and has the requisite corporate (in the
case of a Subsidiary that is a corporation) or other power and authority to
carry on its business as now being conducted. The Company and each of its
Subsidiaries are duly qualified to do business, and are in good standing, in
each jurisdiction where the character of their properties owned or held under
lease or the nature of their activities makes such qualification or good
standing necessary, except where the failure to be so qualified or licensed and
in good standing would not have a Material Adverse Effect on the Company.

Section 3.2 Capital Structure.

(a) The authorized equity interests in the Company consist of Company
Membership Interests. There are (i) 20,998,919 Company Membership
Interests issued and outstanding, all of which were validly issued,
fully paid and nonassessable and free of preemptive rights, and (ii)
except as set forth in Section 3.2(a) of the Company Letter, no
Company Membership Interests are held by Subsidiaries of the Company.
Except as set forth in Section 3.2(a) of the Company Letter, neither
the Company nor any of its Subsidiaries has any benefit plans under
which any equity interests in the Company or any of its Subsidiaries
are issuable. Except as set forth in Section 3.2(a) of the Company
Letter, no Company Membership Interests or other voting securities of
the Company are issued, reserved for issuance or outstanding. Except
as set forth in Section 3.2(a) of the Company Letter, there are no
options, warrants, calls, rights, puts or agreements to which the
Company or any of its Subsidiaries is a party or by which any of them
is bound obligating the Company or any of its Subsidiaries to issue,
deliver, sell or redeem, or cause to be issued, delivered, sold or
redeemed, any additional membership interests or additional shares of
capital stock (or other voting securities or equity equivalents) of
the Company or any of its Subsidiaries or obligating the Company or
any of its Subsidiaries to grant, extend or enter into any such

A-12

option, warrant, call, right, put or agreement. Except as set forth in
Section 3.2(a) of the Company Letter, the Company is not a party to, and
does not otherwise have any Knowledge of the current existence of, any
member agreement, voting trust agreement or any other similar contract,
agreement, arrangement, commitment, plan or understanding relating to
the voting, dividend, ownership or transfer rights of any Company
Membership Interests or any other equity interest of any Subsidiary or
Joint Venture. True and complete copies of the Company's Articles of
Organization (the "Company Charter"), operating agreement of the Company
(the "Company Operating Agreement") and the agreements and other
instruments referred to in Section 3.2(a) of the Company Letter have
been delivered to Parent.

(b) Except as set forth in Section 3.2(b) of the Company Letter, each
outstanding share of capital stock (or other voting security or
equity equivalent, as the case may be) of each Subsidiary of the
Company is duly authorized, validly issued, fully paid and
nonassessable, and each such share (or other voting security or
equity equivalent, as the case may be) is owned by the Company or
another Subsidiary of the Company, free and clear of all security
interests, liens, claims, pledges, options, rights of first
refusal, agreements, limitations on voting rights, charges and
other encumbrances of any nature whatsoever. Except as set forth in
Section 3.2(b) of the Company Letter, neither the Company nor any
Subsidiary has any outstanding bonds, debentures, notes or other
obligations the holders of which have the right to vote (or
convertible into or exercisable for securities having the right to
vote) with the Company Members, members or shareholders, as the
case may be, on any matter. On the Closing Date, each outstanding
share of capital stock (or other voting security or equity
equivalent, as the case may be) of each Subsidiary of the Company
will be duly authorized, validly issued, fully paid and
nonassessable, and each such share (or other voting security or
equity equivalent, as the case may be) will be owned by the Company
or another Subsidiary of the Company, free and clear of all
security interests, liens, claims, pledges, options, rights of
first refusal, agreements, limitations on voting rights, charges
and other encumbrances of any nature whatsoever.

(c) Section 3.2(c) of the letter dated the date hereof and delivered on the
date hereof by the Company to Parent, which letter relates to this
Agreement and is designated the Company Letter (the "Company
Letter"), sets forth the name and address of each holder of record
of Company Membership Interests outstanding on the date hereof,
together, in each case, with the number of Company Membership
Interests held by such member and also sets forth the name of each
HIS Equity Holder and RBSA Equity Holder and the specific type and
amount of such HIS Equity Interests and RBSA Equity Interests,
respectively, held by each HIS Equity Holder and RBSA Equity
Holder, respectively.

(d) Section 3.2(d) of the Company Letter sets forth a list of all
Subsidiaries and Joint Ventures of the Company and the jurisdiction in
which such Subsidiary or Joint Venture is organized. The Company has no
obligation to make any capital contributions, or otherwise provide
assets or cash, to any Joint Venture. For purposes of this Agreement,
"Joint Venture" means any corporation, limited liability company,
partnership, joint venture, trust, association or other entity which is
not a Subsidiary of the Company, as the case may be, and in which (a)
the Company, directly or indirectly, owns or controls any shares of any
class of the outstanding voting securities or other equity interests or
(b) the Company or one of its Subsidiaries is a general partner.

(e) All issued and outstanding Company Membership Interests have been issued
in compliance with all appropriate securities laws and are subject to
all appropriate restrictions on transfer in connection with such laws.

Section 3.3 Authority. The Board of Managers of the Company, by a
Requisite Vote (as defined in the Company Operating Agreement), has declared
the Merger advisable and fair to and in the best interest of the Company and
its members, approved and adopted this Agreement in accordance with the CRS and
the Company Operating Agreement, approved the Voting Agreements and approved
the other agreements to be entered into by it as contemplated hereby (such
other agreements, the "Company Ancillary Agreements"), resolved to recommend
the approval and adoption of this Agreement by the Company Members and directed
that this Agreement be submitted to the Company Members for approval and
adoption. The Company has the requisite

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power and authority to enter into this Agreement and the Company Ancillary
Agreements, to consummate the transactions contemplated by the Company
Ancillary Agreements and, subject to approval by the members of the Company of
this Agreement, to consummate the transactions contemplated hereby and thereby.
The execution and delivery of this Agreement and the Company Ancillary
Agreements by the Company and the consummation by the Company of the
transactions contemplated hereby and thereby have been duly authorized by all
necessary corporate action on the part of the Company, subject, in the case of
this Agreement, to approval of this Agreement by the Company Members. This
Agreement has been duly executed and delivered by the Company. The Company
Ancillary Agreements executed as of the date hereof have each been duly
executed and delivered by the Company, and no other corporate action on the
part of the Company is necessary in connection therewith. Assuming the valid
authorization, execution and delivery by the other parties thereto and the
validity and binding effect hereof and thereof on the other parties thereto,
this Agreement constitutes the valid and binding obligation of the Company
enforceable against it in accordance with its terms, and each of the Company
Ancillary Agreements upon execution and delivery thereof by the Company will
constitute the valid and binding obligation of the Company enforceable against
it in accordance with its terms, except to the extent as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
the effect of general principles of equity (regardless of whether enforcement
is considered in a proceeding in equity or at law).

Section 3.4 Consents and Approvals; No Violation. Assuming that all
consents, approvals, authorizations and other actions described in this Section
3.4 have been obtained and all filings and obligations described in this
Section 3.4 have been made, except as set forth in Section 3.4 of the Company
Letter, the execution and delivery of this Agreement and the Company Ancillary
Agreements by the Company do not, and the consummation of the transactions
contemplated hereby and thereby (including the Acquisition Transactions) and
compliance with the provisions hereof and thereof will not, result in any
violation of, or default (with or without notice or lapse of time, or both)
under, or give to others a right of termination, cancellation or acceleration
of any obligation or the loss of a material benefit under, or result in the
creation of any lien, security interest, charge or encumbrance upon any of the
properties or assets of the Company or any of its Subsidiaries under, any
provision of (i) the Company Charter or the Company Operating Agreement, (ii)
the comparable charter or organizational documents of any of the Company's
Subsidiaries, (iii) any loan or credit agreement, note, bond, mortgage,
indenture, guaranty, lease or other agreement, instrument, permit, concession,
franchise or license applicable to the Company or any of its Subsidiaries or
any of their respective properties or assets, or (iv) any judgment, order,
decree, injunction, statute, law, ordinance, rule or regulation applicable to
the Company or any of its Subsidiaries or any of their respective properties or
assets, other than, in the case of clauses (iii) or (iv), any such violations,
defaults, rights, liens, security interests, charges or encumbrances that,
individually or in the aggregate, would not have a Material Adverse Effect on
the Company, materially impair the ability of the Company or its Subsidiaries
to perform their respective obligations hereunder or, in the case of the
Company, under the Company Ancillary Agreements, or prevent the consummation of
any of the transactions contemplated hereby or thereby by the Company or its
Subsidiaries. No filing or registration with, or authorization, consent or
approval of, any Governmental Entity is required by or with respect to the
Company or any of its Subsidiaries in connection with the execution and
delivery of this Agreement or the Company Ancillary Agreements by the Company
or is necessary for the consummation of the Merger by the Company and the other
transactions contemplated by this Agreement or the Company Ancillary Agreements
(including the Acquisition Transactions), except for (i) in connection, or in
compliance with, the provisions of the HSR Act, (ii) the filing of the
Statement of Merger with the Secretary of State of the State of Colorado and
appropriate documents with the relevant authorities of other states in which
the Company or any of its Subsidiaries is qualified to do business, (iii) State
Takeover Approvals, (iv) applicable requirements, if any, of Blue Sky Laws, (v)
applicable requirements, if any, under foreign laws, and (vi) such other
consents, orders, authorizations, registrations, declarations and filings the
failure of which to be obtained or made would not, individually or in the
aggregate, have a Material Adverse Effect on the Company, materially impair the
ability of the Company or its Subsidiaries to perform their respective
obligations hereunder or, in the case of the Company, under the Company
Ancillary Agreements, or prevent the consummation of any of the transactions
contemplated hereby or thereby by the Company or its Subsidiaries.

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Section 3.5 Financial Statements.

(a) Section 3.5(a) of the Company Letter contains (i) the unaudited balance
sheet of the Company and its subsidiaries as of December 31, 2000 which
has been reviewed by the Company's independent accountants, and the
related statements of operations, members' equity and cash flows for the
year then ended, together with the appropriate notes to such financial
statements (the "Company Annual Financial Statements") and (ii) the
unaudited balance sheet (the "Company Balance Sheet") of the Company and
its subsidiaries as of September 30, 2001 (the "Balance Sheet Date") and
the related unaudited statements of operations, members' equity and cash
flows for the nine months then ended (the "Company Interim Financial
Statements" and together with the Company Annual Financial Statements,
the "Company Financial Statements"). The Company Financial Statements
have been prepared in conformity with GAAP consistently applied and
fairly present in all material respects the financial position of the
Company and its subsidiaries at the dates of such balance sheets and the
results of its operations and cash flows for the respective periods
indicated (subject, in the case of the Company Interim Financial
Statements, to any adjustments described therein, to normal year-end
adjustments and to the fact that such statements do not consolidate HIS
or RBSA).

(b) Section 3.5(b) of the Company Letter contains (i) the unaudited balance
sheets (the "Subsidiary Balance Sheets" and, together with the Company
Balance Sheet, the "Balance Sheets") of HIS as of June 30, 2001 and RBSA
as of January 31, 2001 and the related statements of income or
operations, as the case may be, stockholders' equity (in the case of
RBSA only) and cash flows for the year then ended (in the case of HIS
only) (the "Subsidiary Annual Financial Statements") and (ii) the
unaudited balance sheets of each of HIS and RBSA as of September 30,
2001 and the related unaudited statements of income or operations, as
the case may be, stockholders' equity (in the case of RBSA only) and
cash flows for the three months and eight months then ended,
respectively (in the case of HIS only) (the "Subsidiary Interim
Financial Statements" and together with the Subsidiary Annual Financial
Statements, the "Subsidiary Financial Statements"). The Subsidiary
Financial Statements for HIS have been prepared in conformity with GAAP
consistently applied and the Subsidiary Financial Statements for RBSA
have been prepared in accordance with federal income tax accounting
principles consistently applied and fairly present in all material
respects the financial position of HIS and RBSA, respectively, at the
dates of such balance sheets and the results of the operations of HIS
and RBSA, respectively, and cash flows for the respective periods
indicated (subject, in the case of the Subsidiary Interim Financial
Statements, to any adjustments described therein and to normal year-end
adjustments).

(c) For purposes of this Agreement, "Financial Statements" means,
collectively, the Company Financial Statements and the Subsidiary
Financial Statements.

Section 3.6 No Dividends; Absence of Certain Changes or Events.

(a) Except as set forth in Section 3.6(a) of the Company Letter, neither the
Company nor any of its Subsidiaries since the date the Company or a
Subsidiary of the Company became an equity holder in such Subsidiary has
ever declared or made, or agreed to declare or make, any payment of
dividends or distributions to its members or other equity holders, as
applicable (and no record date with respect to any of the foregoing has
occurred), or purchased or redeemed, or agreed to purchase or redeem,
any of its membership interests or other equity interests.

(b) Except as set forth in Section 3.6(b) of the Company Letter, since the
Balance Sheet Date there has been:

(i) no Material Adverse Change with respect to the Company; and

(ii) no damage, destruction, loss or claim, whether or not covered by
insurance, or condemnation or other taking adversely affecting any
material assets or business of the Company or any of its
Subsidiaries.

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(c) Except as set forth in Section 3.6(c) of the Company Letter and except
for the negotiation, execution and delivery of this Agreement and the
Company Ancillary Agreements, since the Balance Sheet Date, the Company
and its Subsidiaries have conducted their respective businesses in all
material respects only in the ordinary course and in conformity with
past practice. Without limiting the generality of the foregoing, since
the Balance Sheet Date, except as set forth in Section 3.6(c) of the
Company Letter, neither the Company nor any of its Subsidiaries has:

(i) issued, delivered or agreed (conditionally or unconditionally) to
issue or deliver, or granted any option, warrant or other right to
purchase, any of its membership interests or other equity interest
or any security convertible into its membership interests or other
equity interest;

(ii) issued, delivered or agreed (conditionally or unconditionally) to
issue or deliver any of its bonds, notes or other debt securities;

(iii) paid any material obligation or liability (absolute or contingent)
other than current liabilities reflected on the Balance Sheets and
current liabilities incurred since the Balance Sheet Date in the
ordinary course of business consistent with past practice;

(iv) except in the ordinary course of business consistent with past
practice, made or permitted any material amendment or termination
of any Company Agreement;

(v) undertaken or committed to undertake capital expenditures exceeding
$10,000 for any single project or related series of projects or
$50,000 in the aggregate;

(vi) made charitable donations in excess of $10,000 in the aggregate;

(vii) sold, leased (as lessor), transferred or otherwise disposed of
(including any transfers from the Company or any of its
Subsidiaries to any of the members of the Company or any of their
respective Affiliates ), or mortgaged or pledged, or imposed or
suffered to be imposed any lien, claim, charge, security interest,
mortgage, pledge, easement, conditional sale or other title
retention agreement, defect in title, covenant or other restriction
of any kind (an "Encumbrance"), on, any of the assets reflected on
the Balance Sheets or any assets acquired by the Company or any of
its Subsidiaries after the Balance Sheet Date, except for inventory
and minor amounts of personal property sold or otherwise disposed
of for fair value in the ordinary course of its business consistent
with past practice and except for (A) liens for taxes and other
governmental charges and assessments which are not yet due and
payable, (B) liens of landlords and liens of carriers,
warehousemen, mechanics and materialmen and other like liens
arising in the ordinary course of business for sums not yet due and
payable and (C) other liens or imperfections on property which are
not material in amount, do not interfere with, and are not violated
by the consummation of the transactions contemplated by, this
Agreement, and do not materially detract from the value or
marketability of, or materially impair the existing use of, the
property affected by such lien or imperfection (each, a "Permitted
Encumbrance");

(viii) canceled any debts owed to or claims held by the Company or any of
its Subsidiaries (including the settlement of any claims or
litigation) other than in the ordinary course of its business
consistent with past practice or debts or claims not exceeding
$10,000 in the aggregate;

(ix) created, incurred or assumed, or agreed to create, incur or assume,
any indebtedness for borrowed money or entered into, as lessee, any
capitalized lease obligations (as defined in Statement of Financial
Accounting Standards No. 13);

(x) accelerated or delayed collection of any material notes or accounts
receivable in advance of or beyond their regular due dates or the
dates when the same would have been collected in the ordinary
course of its business consistent with past practice;

(xi) delayed or accelerated payment of any material account payable or
other liability beyond or in advance of its due date or the date
when such liability would have been paid in the ordinary course of
its business consistent with past practice;

A-16

(xii) instituted any increase in any compensation payable to any
employee, director or consultant of the Company or any of its
Subsidiaries or in any profit-sharing, bonus, incentive, deferred
compensation, insurance, pension, retirement, medical, hospital,
disability, welfare or other benefits made available to employees
of the Company or any of its Subsidiaries except, in case of
employees other than directors or officers, salary increases in
connection with annual or periodic compensation reviews in the
ordinary course of business consistent with the Company's past
practice;

(xiii) made any tax election or settled or compromised any material
federal, state, local or foreign income tax liability;

(xiv) prepared or filed any Tax Return inconsistent with past practice
or, on any such Tax Return, took any position, made any election or
adopted any method that is inconsistent with positions taken,
elections made or methods used in preparing or filing similar Tax
Returns in prior periods;

(xv) made any change in the accounting principles and practices used by
the Company (or by HIS or RBSA, as the case may be) from those
applied in the preparation of the Financial Statements; or

(xvi) entered into or become committed to enter into any other material
transaction except in the ordinary course of business consistent
with past practice.

(d) Except as set forth in Section 3.6(d) of the Company Letter, neither the
Company nor any of its Subsidiaries is subject to any liability
(including unasserted claims, whether known or unknown), whether
absolute, contingent, accrued or otherwise, which is not shown or which
is in excess of amounts shown or reserved for in the Balance Sheets,
other than liabilities of the same nature as those set forth in the
Balance Sheets and the notes thereto and reasonably incurred in the
ordinary course of its business consistent with past practice after the
Balance Sheet Date.

Section 3.7 Governmental Permits. Except as set forth in Section 3.7 of
the Company Letter, each of the Company and its Subsidiaries owns, holds or
possesses all licenses, franchises, permits, privileges, immunities, approvals
and other authorizations from Governmental Entities which are necessary to
entitle it to own or lease, operate and use its assets and to carry on and
conduct its business substantially as currently conducted (herein collectively
called "Company Permits"), except where a failure to have such Company Permits
would not, individually or in the aggregate, have a Material Adverse Effect on
the Company. Complete and correct copies of all of the Company Permits have
been delivered by the Company to Parent.

Each of the Company and its Subsidiaries has fulfilled and performed its
obligations under each of the material Company Permits, except where such
failures to perform would not, individually or in the aggregate, have a
Material Adverse Effect on the Company, and each of the material Company
Permits is valid, subsisting and in full force and effect and will continue in
full force and effect after the Effective Time, in each case without (x) the
occurrence of any breach, default or forfeiture of rights thereunder or (y) the
consent, approval or act of, or the making of any filing with, any Governmental
Entity.

Section 3.8 Registration Statement and Proxy Statement. None of the
information to be supplied by the Company for inclusion in the Registration
Statement or the Proxy Statement will (i) in the case of the Registration
Statement, at the time it becomes effective, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein not misleading or (ii) in
the case of the Proxy Statement, at the time of the mailing of the Proxy
Statement or at the time of the Member Meeting, contain any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading. If, at any time prior
to the Member Meeting, any event with respect to the Company, its officers and
managers or any of its Subsidiaries shall occur which is required at that time
to be described in the Proxy Statement or the Registration Statement, the
Company shall deliver to Parent a

A-17

description of such event in order to permit Parent promptly to file an
appropriate amendment or supplement with the SEC and, as required by law,
disseminate an appropriate amendment or supplement to the members of the
Company. The Proxy Statement will comply (with respect to the Company) as to
form in all material respects with the provisions of the CRS and the Company's
Operating Agreement.

Section 3.9 Tax Matters.

(a) Except as set forth in Section 3.9(a) of the Company Letter, (i) each of
the Company, each Subsidiary of the Company and each Company Group has
timely filed all Tax Returns required to have been filed; (ii) all such
Tax Returns are complete and accurate in all material respects and
disclose all Taxes required to be paid by the Company, each Subsidiary
of the Company and each Company Group for the periods covered thereby
and all Taxes shown to be due on such Tax Returns have been timely paid;
(iii) all Taxes (whether or not shown on any Tax Return) owed by the
Company, any Subsidiary of the Company or any Company Group have been
timely paid; (iv) none of the Company, any Subsidiary of the Company,
any member of any Company Group or any Company Member has waived or been
requested to waive any statute of limitations in respect of Taxes, which
waiver or request is currently in effect; (v) there is no action, suit,
investigation, audit, claim or assessment pending or proposed or, to the
Knowledge of the Company, threatened with respect to Taxes of the
Company, any Subsidiary of the Company or any Company Group and no basis
exists therefor; (vi) all deficiencies asserted or assessments made as a
result of any examination of the Tax Returns referred to in clause (i)
have been paid in full; (vii) all Tax Sharing Arrangements and Tax
indemnity arrangements (in each case to which the Company or any
Subsidiary of the Company is or becomes a party) will terminate prior to
the Effective Time and neither the Company nor any Subsidiary of the
Company will have any liability thereunder on or after the Effective
Time; (viii) there are no liens for Taxes upon the assets of the Company
or any Subsidiary of the Company except liens relating to current Taxes
not yet due; (ix) all Taxes which the Company, any Subsidiary of the
Company or any Company Group is required by law to withhold or to
collect for payment have been duly withheld and collected and have been
paid to the respective taxing authority or accrued, reserved against and
entered on the books of the Company; (x) the charges, accruals and
reserves in respect of Taxes on the Balance Sheets are adequate to
provide for all unpaid Taxes as of the Balance Sheet Date; (xi) the
Company is properly treated for federal income tax purposes as a
partnership that is not taxable for such purposes as an association
taxable as a corporation (by reason of being a publicly traded
partnership or otherwise); and (xii) each Subsidiary of the Company,
other than HIS and RBSA, is disregarded as an entity separate from its
owner for federal income tax purposes.

(b) Except as set forth in Section 3.9(b) of the Company Letter, no
transaction contemplated by this Agreement is subject to withholding
under Section 1445 of the Code, and no stock transfer Taxes, sales
Taxes, use Taxes, real estate transfer Taxes or other similar Taxes will
be imposed on the transactions contemplated by this Agreement.

(c) As a result of the transactions contemplated by this Agreement, none of
the Company, any Subsidiary of the Company or Parent has made, or will
be obligated to make, a payment to an individual that would be an
"excess parachute payment" to a "disqualified individual" as those terms
are defined in Section 280G of the Code, without regard to whether such
payment is reasonable compensation for personal services performed or to
be performed in the future.

(d) None of the Company, any predecessor of the Company or any Subsidiary of
the Company is (and none thereof has ever been) a member of (i) any
"affiliated group" (as defined in Section 1504(a) of the Code without
regard to the limitations contained in Section 1504(b) of the Code) or
(ii) any other group of corporations or entities which files or has
filed Tax Returns on a combined, consolidated or unitary basis.

(e) For purposes of this Agreement: (i) "Company Group" means any
"affiliated group" (as defined in Section 1504(a) of the Code without
regard to the limitations contained in Section 1504(b) of the Code)

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that, at any time on or before the Effective Time, includes or has
included the Company or any Subsidiary of the Company, or any
predecessor of the Company or any Subsidiary of the Company (or another
such predecessor), or any other group of corporations which, at any time
on or before the Effective Time, files or has filed Tax Returns on a
combined, consolidated or unitary basis with the Company or any
Subsidiary of the Company, or any predecessor of the Company or any
Subsidiary of the Company (or another such predecessor), (ii) "Taxes"
means any federal, state, local, foreign or provincial income, gross
receipts, windfall profit, severance, property, sales, use, license,
excise, franchise, employment, payroll, withholding, alternative or
added minimum, ad valorem, value-added, transfer, stamp or environmental
(including Taxes under Section 59A of the Code) or excise tax or other
tax, custom, duty, governmental fee or other like assessment or charge
of any kind whatsoever, together with any interest or penalty imposed by
any Governmental Entity, (iii) "Tax Return" means any return, report or
similar statement (including the attached schedules) required to be
filed with respect to any Tax, including any information return, claim
for refund, amended return or declaration of estimated Tax, and (iv)
"Tax Sharing Arrangement" means any written or unwritten agreement or
arrangement for the allocation or payment of Tax liabilities or payment
for Tax benefits with respect to a consolidated, combined or unitary Tax
Return which Tax Return includes the Company or any Subsidiary of the
Company.

Section 3.10 Actions and Proceedings.

(a) Except as set forth in Section 3.10(a) of the Company Letter, there are
no outstanding orders, judgments, injunctions, awards or decrees of any
Governmental Entity against or involving the Company or any of its
Subsidiaries, or against or involving any of the present or former
directors, managers, officers, employees or, to the Knowledge of the
Company, consultants, agents, stockholders or members of the Company or
any of its Subsidiaries, in such capacities, or any of the properties,
assets or business of the Company or any Subsidiary of the Company or
any Company Plan. Except as set forth in Section 3.10(a) of the Company
Letter, there are no actions, suits or claims or legal, administrative
or arbitration proceedings or investigations pending or, to the
Knowledge of the Company, threatened against or involving the Company or
any of its Subsidiaries or any of its or their present or former
directors, officers, employees or, to the Knowledge of the Company,
consultants, agents, stockholders or members, in such capacities, or any
of the properties, assets or business of the Company or any Subsidiary
of the Company or any Company Plan, and the Company is not aware of any
reasonable basis therefore, including any actions, suits or claims or
legal, administrative or arbitration proceedings or investigations
relating to (i) prior employment of any of the Company's employees, (ii)
the use in connection with the Company's business of any information or
techniques allegedly proprietary to any of their former employers or
their obligations under any agreements with prior employers or (iii) the
transactions contemplated by this Agreement and the Company Ancillary
Agreements. The Company and each of its Subsidiaries has complied in all
material respects with all Requirements of Laws which are applicable to
the Company's assets or business.

(b) For purposes of this Agreement, (i) "Knowledge of the Company" means the
actual knowledge of the individuals identified on Section 3.10(b) of the
Company Letter, and (ii) "Requirements of Laws" means any foreign,
federal, state and local laws, statutes, regulations, rules, codes or
ordinances enacted, adopted, issued or promulgated by any Governmental
Entity (including those pertaining to electrical, building, zoning,
environmental and occupational safety and health requirements) or common
law.

Section 3.11 Certain Agreements. Except as set forth in Section 3.11 of
the Company Letter, neither the Company nor any of its Subsidiaries is a party
to any oral or written agreement or plan, including any employment agreement,
severance agreement, stock option plan, stock appreciation rights plan,
restricted stock plan or stock purchase plan, any of the benefits of which will
be increased, or the vesting of the benefits of which will be accelerated, by
the occurrence of any of the transactions contemplated by this Agreement or the
value of any of the benefits of which will be calculated on the basis of any of
the transactions contemplated by this

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Agreement. Except as set forth in Section 3.11 of the Company Letter, no holder
of any option or other right to purchase Company Membership Interests, or
Company Membership Interests granted in connection with the performance of
services for the Company or its Subsidiaries, is or will be entitled to receive
cash from the Company or any Subsidiary in lieu of or in exchange for such
option, other right or interest.

Section 3.12 Employee Benefits.

(a) Each Company Plan is listed in Section 3.12(a) of the Company Letter.
With respect to each Company Plan, the Company has delivered to Parent a
true and correct copy of (i) the three (3) most recent annual reports
(Form 5500) filed with the Internal Revenue Service ("IRS"), (ii) each
such Company Plan that has been reduced to writing and all amendments
thereto, (iii) each trust agreement, insurance contract or
administration agreement relating to each such Company Plan, (iv) a
written summary of each unwritten Company Plan, (v) the most recent
summary plan description or other written explanation of each Company
Plan provided to participants, (vi) the most recent determination letter
and request therefor, if any, issued by the IRS with respect to any
Company Plan intended to be qualified under Section 401(a) of the Code,
(vii) any request for a determination currently pending before the IRS
and (viii) all correspondence with the IRS, the Department of Labor, the
SEC or Pension Benefit Guaranty Corporation relating to any outstanding
controversy or audit. Each Company Plan complies in all respects with
the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), the Code and all other applicable statutes and governmental
rules and regulations. Neither the Company nor any ERISA Affiliate
currently maintains, contributes to or has any liability under or, at
any time during the past six (6) years has maintained or contributed to,
any pension plan which is subject to Section 412 of the Code or Section
302 of ERISA or Title IV of ERISA. Neither the Company nor any ERISA
Affiliate currently maintains, contributes to or has any liability under
or, at any time during the past six (6) years has maintained,
contributed to, or had any liability under, any multiemployer plan (as
defined in Section 4001(a)(3) of ERISA).

(b) Except as listed in Section 3.12(b) of the Company Letter, with respect
to the Company Plans, no event or set of circumstances has occurred and
there exists no condition or set of circumstances in connection with
which the Company or ERISA Affiliates or any Company Plan fiduciary
could be subject to any liability under the terms of such Company Plans,
ERISA, the Code or any other applicable law. All Company Plans that are
intended by their terms to be, or are otherwise treated by the Company
as, qualified under Section 401(a) of the Code have been determined by
the IRS to be so qualified, or a timely application for such
determination is now pending and the Company is not aware of any reason
why any such Company Plan is not so qualified in operation. Except as
set forth in Section 3.12(b) of the Company Letter, neither the Company
nor any ERISA Affiliate has any liability or obligation under any
welfare plan or agreement to provide benefits after termination of
employment to any employee or dependent other than as required by
Section 4980B of the Code.

(c) As used herein, (i) "Company Plan" means a "pension plan" (as defined in
Section 3(2) of ERISA), a "welfare plan" (as defined in Section 3(1) of
ERISA), or any other written or oral bonus, profit sharing, deferred
compensation, incentive compensation, stock ownership, stock purchase,
stock option, phantom stock, restricted stock, stock appreciation right,
holiday pay, vacation, retention, severance, medical, dental, vision,
disability, death benefit, sick leave, fringe benefit, personnel policy,
insurance or other plan, arrangement or understanding, in each case
established or maintained by the Company or any of its ERISA Affiliates
or as to which the Company or any of its ERISA Affiliates has
contributed or otherwise may have any liability, and (ii) "ERISA
Affiliate" means any trade or business (whether or not incorporated)
which would be considered a single employer with the Company pursuant to
Section 414(b), (c), (m) or (o) of the Code and the regulations
promulgated under those sections or pursuant to Section 4001(b) of ERISA
and the regulations promulgated thereunder.

(d) Section 3.12(d) of the Company Letter contains a list of all (i)
employment, compensation and other agreements with current and former
employees, consultants and independent contractors providing services to
the Company or any ERISA Affiliate, (ii) severance programs and policies
of the Company

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and each ERISA Affiliate with or relating to its current and former
employees, consultants and independent contractors, and (iii) plans,
programs, agreements and other arrangements of the Company and each
ERISA Affiliate with or relating to its current and former employees,
consultants and independent contractors containing change of control or
similar provisions (collectively, "Company Employment Agreements"). The
Company has delivered to Parent a true and correct copy of each Company
Employment Agreement and any amendments thereto.

(e) The Company is not a party to any agreement, contract or arrangement
that could result, separately or in the aggregate, in the payment of any
"excess parachute payments" within the meaning of Section 280G of the
Code.

Section 3.13 Worker Safety and Environmental Laws. The properties, assets
and past and present operations of the Company and its Subsidiaries have been
and are in all material respects in compliance with all applicable federal,
state, local and foreign laws, rules and regulations, orders, decrees,
judgments, permits and licenses relating to public and worker health and safety
and the protection and clean-up of the environment and activities or conditions
related thereto, including those relating to the generation, handling,
disposal, transportation or release of hazardous materials.

Section 3.14 Labor Matters. Section 3.14 of the Company Letter contains a
true and complete listing of all employees of the Company and its Subsidiaries,
their annual salaries or hourly rates, as the case may be, and their dates of
hire. Except as set forth in Section 3.14 of the Company Letter, the Company
and each of its Subsidiaries has complied in all material respects with all
applicable laws, rules and regulations which relate to prices, wages, hours,
discrimination in employment and collective bargaining and to the operation of
its business and is not liable for any arrears of wages or any withholding
taxes or penalties for failure to comply with any of the foregoing. Neither the
Company nor any of its Subsidiaries is a party to any collective bargaining
agreement or labor contract. Neither the Company nor any of its Subsidiaries
has engaged in any unfair labor practice with respect to any Persons employed
by or otherwise performing services primarily for the Company or any of its
Subsidiaries (the "Company Business Personnel"), and there is no unfair labor
practice complaint or grievance pending or, to the Knowledge of the Company,
threatened in writing against the Company or any of its Subsidiaries by the
National Labor Relations Board or any comparable state agency with respect to
the Company Business Personnel. There is no labor strike, dispute, slowdown or
stoppage pending or, to the Knowledge of the Company, threatened against or
affecting the Company or any of its Subsidiaries which may interfere with the
respective business activities of the Company or any of its Subsidiaries.
Except as set forth in Section 3.14 of the Company Letter, all of the employees
of the Company and each of its Subsidiaries is either a United States citizen,
a United States legal permanent resident or an asylee. Neither the Company nor
any of its Subsidiaries has made any material misrepresentation to the
Immigration & Naturalization Service ("INS") or the U.S. Department of Labor
("DOL") during the course of preparing and filing immigration-related
documentation on behalf of its employees. The Company and its Subsidiaries have
complied with all INS and DOL regulations as they relate to I-9 obligations.

Section 3.15 Intellectual Property; Software.

(a) For purposes of this Agreement, the term "Intellectual Property" means
the intellectual property owned by, licensed to, or used by the Company
or any Subsidiary of the Company that relates to either the Company's or
such Subsidiary's business, including:

(i) all United States and foreign patents, patent applications,
continuations, continuations-in-part, divisions, reissues, patent
disclosures, inventions and improvements thereto ("Patent Rights");

(ii) all United States, state and foreign trademarks, service marks,
logos, trade dress and trade names (including all assumed or
fictitious names under which the Company or any Subsidiary of the
Company is conducting its business), and any other
source-identifying designations or devices, including any
combinations and variations thereof, and associated goodwill,
whether registered or unregistered, and pending applications to
register the foregoing ("Trademarks");

A-21

(iii) all United States and foreign copyrights, whether registered or
unregistered, and pending applications to register the same
("Copyrights");

(iv) all Internet domain names and registrations thereof ("Domain
Names"); and

(v) all confidential ideas, trade secrets, computer software, including
source code, know-how, works-in-progress, concepts, methods,
processes, inventions, invention disclosures, formulae, reports,
data, customer lists, mailing lists, business plans or other
proprietary information ("Trade Secrets").

Section 3.15(a) of the Company Letter sets forth all Patent Rights
(other than inventions or improvements not included or described in any
patent, patent application, continuation, continuation-in-part,
division, reissue, or patent disclosure), Trademarks, Copyrights which
are the subject of a registration or an application therefor, and Domain
Names owned by the Company or any Subsidiary of the Company that are
material to the conduct of the Company's or such Subsidiary's business
as presently conducted.

(b) For purposes of this Agreement, the term "Software" means computer
software programs and software systems, including all databases,
compilations, tool sets, compilers, higher level or proprietary
languages, related documentation and materials, whether in source
code, object code or human readable form, owned by, licensed to or
used by the Company or any Subsidiary of the Company. Section 3.15(b)
of the Company Letter sets forth such Software that is material to the
conduct of the Company's or its Subsidiaries' businesses as presently
conducted.

(c) Section 3.15(c) of the Company Letter contains a list and description of
all agreements, licenses, sublicenses, and assignments which
relate or pertain to any Intellectual Property or Software and are
material to the conduct of the Company or any of its Subsidiaries'
business as currently conducted, to which the Company or any
Subsidiary of the Company is a party. Correct and complete copies
of all written items identified in Section 3.15(c) of the Company
Letter have been made available to the Parent by the Company.

(d) Except as disclosed in Section 3.15(d) of the Company Letter, the Company
or a Subsidiary of the Company: (i) with respect to Intellectual
Property and Software owned by the Company or a Subsidiary of the
Company, owns the entire right, title and interest in and to such
owned Intellectual Property and Software, free and clear of any
Encumbrance, or (ii) with respect to Intellectual Property and
Software licensed to the Company or a Subsidiary of the Company by
a third party (other than mass-marketed Software licensed under a
shrink wrap, click-through or similar license), has the perpetual,
unrestricted and royalty-free rights to use such licensed
Intellectual Property and Software.

(e) Except as disclosed in Section 3.15(e) of the Company Letter, (i) neither
the Company nor any Subsidiary of the Company is in breach of or is
aware of any allegation (communicated orally or in writing) that
the Company or any Subsidiary of the Company is in breach of, any
material provision of any agreement, commitment, contract,
understanding, license, sublicense, assignment or indemnity which
relates to any of the Intellectual Property or the Software, (ii)
nothing with respect to the Intellectual Property and items
identified in Section 3.15(c) of the Company Letter shall restrict
the Company's right, power and authority to execute and deliver
this Agreement and the Company Ancillary Agreements, to consummate
the transactions contemplated hereby and thereby and to comply with
or fulfill the terms, conditions or provisions hereof or thereof
and (iii) the transactions contemplated by this Agreement and the
Company Ancillary Agreements shall have no Material Adverse Effect
on the validity and enforceability of any of the Intellectual
Property or Software identified in Sections 3.15(a) and (b) of the
Company Letter and, except as disclosed in Section 3.15(e) of the
Company Letter, the right, title and interest thereto of the
Company or any Subsidiary of the Company immediately after the
Effective Time shall be identical to that of the Company or such
Subsidiary immediately prior to the Effective Time.

(f) Section 3.15(a) of the Company Letter includes a complete list of all
registered Copyrights, Patent Rights and Trademarks and
applications to register Copyrights, Patent Rights and Trademarks
which are owned in whole or in part by the Company or any
Subsidiary of the Company (collectively, the

A-22

"Registered Intellectual Property"). Except as disclosed in Section
3.15(f) of the Company Letter, (i) the Registered Intellectual Property
has not been sold, assigned or transferred to a third Person, or
abandoned or permitted to lapse, (ii) the Registered Intellectual
Property is not the subject of any pending opposition proceedings,
pending cancellation proceedings, pending interference proceedings,
pending lawsuit naming the Company or any of its Subsidiaries as a party
or other pending judicial or administrative challenges or proceedings to
the Knowledge of the Company; (iii) all registrations for Intellectual
Property identified as being owned by the Company or any of its
Subsidiaries are in force, and all applications to register any
unregistered Intellectual Property are pending and in good standing;
(iv) the Registered Intellectual Property and the unregistered
Copyrights owned by the Company or any of its Subsidiaries are valid and
enforceable, and (v) each of the Company and its Subsidiaries has the
sole and exclusive right to bring actions for infringement or
unauthorized use of the Registered Intellectual Property and material
Software owned by the Company and such Subsidiaries (subject to the
issuance of any pending copyright, patent or trademark applications),
and each of the Company and its Subsidiaries has the sole and exclusive
right to register the unregistered Copyrights and thereafter to bring
actions for infringement or unauthorized use thereof, and to the
Knowledge of the Company, there is no basis for any action described in
this clause (v).

(g) Except as disclosed in Section 3.15(g) of the Company Letter, each of the
employees, agents, consultants, contractors or others who have
contributed to or participated in the discovery, creation or
development of any Intellectual Property on behalf of the Company
or its Subsidiaries, including any predecessors thereof: (i) has
assigned to the Company or the relevant Subsidiary, or is under a
valid obligation to assign to the Company or such Subsidiary, all
right, title and interest in such Intellectual Property; (ii) is a
party to a valid "work-for-hire" agreement under which the Company
or any of its Subsidiaries is deemed to be the original
owner/author of all property rights therein; or (iii) otherwise has
by operation of law vested in the Company or any of its
Subsidiaries all right, title and interest in such Intellectual
Property by virtue of his employment relationship with the Company
or any of its Subsidiaries. None of the Company's or any
Subsidiary's officers or employees is a party to any agreement
relating to the prohibition or restriction of competition or
solicitation of customers, or any other similar restrictive
agreement or covenant, whether written or oral, with any Person
other than the Company or its Subsidiaries.

(h) Except as disclosed in Section 3.15(h) of the Company Letter: (i) the
Company and its Subsidiaries have not infringed any copyright, mask
work right, trademark, service mark, trade name, patent, patent
right or trade secret or other property right of any third Person,
(ii) no claim of any such infringement has been made or asserted
against the Company or any of its Subsidiaries, (iii) neither the
Company nor any of its Subsidiaries has received notice (written or
oral) of any such claim and (iv) to the Knowledge of the Company,
no basis for such a claim exists in connection with the operations,
products (including software, equipment, machinery or other
devices), processes, methods or activities of the Company or any of
its Subsidiaries.

(i) Except as disclosed in Section 3.15(i) of the Company Letter, neither the
Company nor any Subsidiary of the Company, nor their respective
employees or agents, have taken any of the following actions such
that a Material Adverse Effect on its rights in the Intellectual
Property or Software would result: disclosing or providing access
to source code for the Software except to employees of the Company
or its Subsidiaries bound by confidentiality obligations to the
Company or its Subsidiaries or to third Person consultants bound by
confidentiality agreements; disclosing any Trade Secrets without an
appropriate non-disclosure agreement; providing access to the
Software without restrictions on use (including against copying,
sale, transfer, recompilation, disassembly or reverse-engineering);
or embedding, incorporating or modifying third-party software or
other material without adequate permission.

(j) Except as disclosed in Section 3.15(j) of the Company Letter, the Software
that is licensed to the Company or its Subsidiaries is not subject
to any transfer, assignment, site, equipment or other operational
limitations.

A-23

Section 3.16 Availability of Assets and Legality of Use. Except as set
forth in Section 3.16 of the Company Letter, the assets owned, licensed or
leased by the Company and its Subsidiaries constitute all the assets used in
its business (including all books, records, computers and computer programs and
data processing systems) and are in good condition (subject to normal wear and
tear and immaterial impairments of value and damage) and serviceable condition
and are generally suitable for the uses for which intended. Except as set forth
in Section 3.16 of the Company Letter, there are no material services provided
by any of the members of the Company or any of their Affiliates to the Company
or any Subsidiary of the Company utilizing either (i) assets not owned by the
Company or its Subsidiaries as of the Effective Time or (ii) Persons not
employed by the Company or its Subsidiaries. For purposes of this Agreement,
"Affiliate" means, with respect to any Person, any other Person which directly
or indirectly controls, is controlled by or is under common control with such
Person; provided, that, notwithstanding the foregoing, HIS shall be considered
and treated as an Affiliate of the Company for all purposes under this
Agreement. For purposes of this Agreement, "Person" means any individual,
corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust or unincorporated organization.

Section 3.17 Real Property. Neither the Company nor any of its
Subsidiaries owns any real property or holds any option to acquire any real
property.

Section 3.18 Real Property Leases. Section 3.18 of the Company Letter
sets forth a list and brief description of each lease or similar agreement
under which the Company or any Subsidiary of the Company is lessee of, or holds
or operates, any real property owned by any third Person (the "Leased Real
Property"). Except as set forth in Section 3.18 of the Company Letter, each of
the Company and its Subsidiaries has the right to quiet enjoyment of all the
real property described in such Section of which it is the lessee for the full
term of each such lease or similar agreement (and any related renewal option)
relating thereto, and the leasehold or other interest of the Company or any
Subsidiary in such real property is not subject or subordinate to any
Encumbrance except for Permitted Encumbrances. Complete and correct copies of
each such lease or similar agreement has been delivered by the Company to
Parent.

Section 3.19 Personal Property Leases. Section 3.19 of the Company
Letter contains a brief description of each lease or other agreement or right,
whether written or oral, under which the Company or any Subsidiary of the
Company is lessee of, or holds or operates, any machinery, equipment, vehicle
or other tangible personal property owned by a third Person, except for any
such lease, agreement or right that is terminable by the Company or any
Subsidiary of the Company without penalty or payment on notice of 30 days or
less or which involves the payment by the Company or any Subsidiary of the
Company of rentals of less than $10,000 per year.

Section 3.20 Title to Assets. Each of the Company and its Subsidiaries
has good title to all of its assets reflected on the Balance Sheets as being
owned by it and all of the assets thereafter acquired by it (except to the
extent that such assets have been disposed of after the Balance Sheet Date in
the ordinary course of business consistent with past practice), free and clear
of all Encumbrances, except for Permitted Encumbrances and except as set forth
in Section 3.20 of the Company Letter.

Section 3.21 Contracts. Except as set forth in Section 3.21 of the
Company Letter, neither the Company nor any Subsidiary of the Company is a
party to or bound by:

(i) any contract for the purchase, sale or lease of real property;

(ii) any contract for the purchase of goods or raw materials;

(iii) any contract for the sale of goods or services which involves
payments or receipts of more than $50,000 in any year or payments
based on commission or which is otherwise material to the Company
or any Subsidiary;

(iv) any contract relating to the marketing, distribution or
manufacturing of products, services, processes or technology or any
OEM contract which involves payments or receipts of more than
$10,000 or which is otherwise material to the Company or any
Subsidiary;

A-24

(v) any contract for the purchase, licensing or development of software
to be used by the Company or any Subsidiary of the Company other
than contracts for the purchase or licensing of shrink-wrap,
off-the-shelf software not involving the payment of more than
$20,000 in the aggregate;
(vi) any guarantee of the obligations or liabilities of customers,
suppliers, officers, directors, employees, Affiliates of the
Company or its Subsidiaries or any other Persons;

(vii) any agreement which provides for, or relates to, the incurrence by
the Company or any Subsidiary of the Company of debt for borrowed
money or the extension of credit by the Company or any Subsidiary
of the Company to any other Person;

(viii) any agreement or understanding with a third Person that restricts
the Company or any Subsidiary from carrying on its business
anywhere in the world;

(ix) any contract which provides for, or relates to, any confidentiality
arrangement or any non-competition arrangement with any Person,
including any current or former officer or employee of the Company
or any Subsidiary;

(x) any contract or group of related contracts for capital expenditures
in excess of $50,000 for any single project or related series of
projects;

(xi) any partnership, joint venture or other similar arrangement or
agreement involving a sharing of profits or losses;

(xii) any contract which involves payments or receipts by the Company or
any Subsidiary of the Company of more than $50,000;

(xiii) any contract for any purpose (whether or not made in the ordinary
course of the business or otherwise not required to be listed or
described in Section 3.21 of the Company Letter) which is material
to the Company, any Subsidiary of the Company or their respective
businesses; or

(xiv) any contract not made in the ordinary course of business.

The Company has made available to Parent and Sub a true and correct copy of all
leases, contracts and other agreements to which the Company or any Subsidiary
of the Company is bound.

Section 3.22 Status of Contracts. Except as set forth in Section 3.22 of
the Company Letter, each of the leases, contracts and other agreements listed
in Sections 3.11, 3.12, 3.15, 3.18, 3.19 and 3.21 of the Company Letter
(collectively, the "Company Agreements") constitutes a valid and binding
obligation of the Company and, to the Knowledge of the Company, the other
parties thereto and is in full force and effect and (except as set forth in
Section 3.4 of the Company Letter and except for those Company Agreements which
by their terms will expire prior to the Effective Time or are otherwise
terminated prior to the Effective Time in accordance with the provisions
hereof) will continue in full force and effect after the Effective Time, in
each case without breaching the terms thereof or resulting in the forfeiture or
impairment of any rights thereunder and without the consent, approval or act
of, or the making of any filing with, any other party. Except as set forth in
Section 3.22 of the Company Letter, each of the Company and its Subsidiaries
has fulfilled and performed in all material respects its obligations under each
of the Company Agreements, and neither the Company nor any Subsidiary of the
Company is in, or is alleged to be in, breach or default under, nor, to the
Knowledge of the Company, is there or, to the Knowledge of the Company, is
there alleged to be any basis for termination of any of the Company Agreements
and, to the Knowledge of the Company, no other party to any of the Company
Agreements has breached or defaulted thereunder, and no event has occurred and
no condition or state of facts exists which, with the passage of time or the
giving of notice or both, would constitute such a default or breach by the
Company or any Subsidiary of the Company, to the Knowledge of the Company, by
any such other party. Complete and correct copies of each of the Company
Agreements have heretofore been delivered by the Company to Parent.

Section 3.23 Insurance. Each of the Company and its Subsidiaries maintain
policies of fire and casualty, liability (general, products and other
liability), workers' compensation and other forms of insurance and bonds in

A-25

such amounts and against such risks and losses as are insured against by
companies engaged in the same or a similar business. Section 3.23 of the
Company Letter sets forth a list of insurance maintained, owned or held by the
Company or any Subsidiary. The Company and its Subsidiaries shall keep or cause
such insurance or comparable insurance in full force and effect through the
Effective Time. Each of the Company and its Subsidiaries has complied with each
such insurance policy and has not failed to give any notice or to present any
claim thereunder in a due and timely manner.

Section 3.24 Budget. Section 3.24 of the Company Letter sets forth (a) as
of the date hereof the projections of capital, payroll and other expenditures
of the Company and its Subsidiaries prepared in the ordinary course of its
business for November and December 2001 and (b) the actual capital, payroll and
other expenditures of the Company and its Subsidiaries for October 2001.

Section 3.25 Takeover Statutes and Charter Provisions. To the Knowledge of
the Company, other than Section 5.8 of the Company Operating Agreement with
respect to voting requirements, no state takeover statutes or Company Charter
or Company Operating Agreement provisions are applicable to the Merger, this
Agreement, the Voting Agreements, the Indemnity Escrow Agreement or the Company
Ancillary Agreements, or the transactions contemplated hereby and thereby.

Section 3.26 Required Vote of Company Members. The affirmative vote of the
holders of 70% of the outstanding Company Membership Interests is required to
adopt this Agreement and the Company Ancillary Agreements. No other vote of the
members of the Company is required by law, the Company Charter, the Company
Operating Agreement or otherwise in order for the Company to consummate the
Merger and the transactions contemplated hereby and by the Company Ancillary
Agreements.

Section 3.27 Acquisition Transactions. The Acquisition Transactions will
be effected simultaneously with the Closing in accordance with the provisions
of Section 1.16 and the Company or a Subsidiary of the Company will acquire
simultaneously with the Closing all RBSA Equity Interests and HIS Equity
Interests. The Company has validly exercised its option granted under the
Purchase Option Agreement. The Company has delivered to Parent and Sub true and
complete copies of (i) the Stock Purchase Agreement, dated as of December 15,
2001 (the "HIS Stock Purchase Agreement"), executed and delivered by
CheckLogix, LLC and Michael Enos, (ii) the Stock Purchase Agreement, dated as
of December 12, 2001 (the "RBSA Stock Purchase Agreement"), executed and
delivered by EFTLogix, LLC, Thomas McNeely, RBSI, Inc., William Randell Coleman
and John Willmon and (iii) an Exercise Notice and a Ratification of Exercise
executed and delivered by each Option Holder. All of the HIS Convertible Notes
will convert to Series C Preferred Stock of HIS on or prior to January 2, 2002.
Each Option Holder and each holder of an HIS Convertible Note is, or as of the
Closing shall be, a party to the Purchase Option Agreement.

Section 3.28 Brokers. No broker, investment banker or other Person is
entitled to any broker's, finder's or other similar fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of the Company.

Section 3.29 Hart-Scott-Rodino. The Company is its own sole "ultimate
parent entity" (as defined in 16 C.F.R. (S) 801.1(a)(3) (2001)). The "person"
(as defined in 16 C.F.R. (S) 801.1(a)(1) (2001)) of which the Company is the
"ultimate parent entity" (as defined in 16 C.F.R. (S) 801.1(a)(3)
(2001))--i.e., the "person" consisting of the Company and all entities that the
Company controls directly or indirectly--does not have "total assets" (as
defined in 16 C.F.R. (S) 801.11 (2001)) or "annual net sales" (as defined in 16
C.F.R. (S) 801.11 (2001)) of $10 million or more.

Section 3.30 Bank Act. The Company, its Subsidiaries and its Joint
Ventures are engaged in only those activities set forth in Section 3.30 of the
Company Letter (the "Current Activities").

Section 3.31 Certain Indebtedness. The principal amount of all loans made
to the Company by A. Anthony Sdao or Scott Bahneman have been paid in full or
converted into Company Membership Interests prior

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to the date hereof. The fixed interest amounts with respect to such loans which
are to be paid to A. Anthony Sdao and Scott Bahneman at Closing are $101,438.36
and $35,184.54, respectively.

ARTICLE IV
COVENANTS RELATING TO CONDUCT OF BUSINESS

Section 4.1 Conduct of Business Pending the Merger. Except as set forth in
Section 4.1 of the Company Letter and except as expressly permitted by clauses
(i) through (xviii) of this Section 4.1, during the period from the date of
this Agreement through the Effective Time, the Company shall, and shall cause
each of its Subsidiaries to, in all material respects carry on its business in
the ordinary course of its business as currently conducted and, to the extent
consistent therewith, use commercially reasonable efforts to preserve intact
its current business organizations, keep available the services of its current
officers and employees and preserve its relationships with customers, suppliers
and others having business dealings with it to the end that its goodwill and
ongoing business shall be unimpaired at the Effective Time. Without limiting
the generality of the foregoing, and except as otherwise expressly contemplated
by this Agreement and except as provided in Section 4.1 of the Company Letter,
the Company shall not, and shall not permit any of its Subsidiaries to, without
the prior written consent of Parent:

(i) (A) declare, set aside or pay any dividends on, or make any other
actual, constructive or deemed distributions in respect of, any of
its membership interests or capital stock, as the case may be, or
otherwise make any payments to its members or its stockholders, as
the case may be, in their capacity as such, (B) split, combine or
reclassify any of its membership interests or capital stock, as the
case may be, or issue or authorize the issuance of any other
securities in respect of, in lieu of or in substitution for its
membership interests or shares of its capital stock, as the case
may be, or (C) purchase, redeem or otherwise acquire any membership
interests of the Company or any other securities thereof or any
rights, warrants or options to acquire, any such membership
interests or other securities;

(ii) issue, deliver, sell, pledge, dispose of or otherwise encumber any
of its membership interests, any other voting securities or equity
equivalents or any securities convertible into, or any rights,
warrants or options to acquire, any such membership interests,
voting securities, equity equivalents or convertible securities;

(iii) amend the Company Charter, the Company Operating Agreement or
bylaws or other comparable charter or organizational documents;

(iv) acquire or agree to acquire by merging or consolidating with, by
purchasing a substantial portion of the assets of or equity in or
by any other manner, any business or any corporation, limited
liability company, partnership, association or other business
organization or division thereof or otherwise acquire or agree to
acquire any assets, other than assets acquired in the ordinary
course of business consistent with past practice and not material
to the Company and its Subsidiaries taken as a whole, and other
than the Acquisition Transactions effected in accordance with the
provisions of Section 1.16;

(v) sell, transfer, lease, license, mortgage, pledge, encumber or
otherwise dispose of any of its properties or assets, other than
sales, leases or licenses of products or services in the ordinary
course of business consistent with past practice;

(vi) incur any indebtedness for borrowed money, guarantee any such
indebtedness or make any loans, advances or capital contributions
to, or other investments in, any other Person, other than (A)
indebtedness, loans, advances, capital contributions and
investments between the Company and any of its wholly owned
Subsidiaries or between any of such wholly owned Subsidiaries, (B)
cash management activities carried on in the ordinary course of
business consistent with past practice and not material to the
Company and its Subsidiaries taken as a whole, and

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(vii) alter (through merger, liquidation, reorganization, restructuring
or in any other fashion) the corporate structure or ownership of
the Company or any Subsidiary;

(viii) enter into, adopt or amend any severance plan, agreement or
arrangement, Company Plan or Company Employment Agreement;

(ix) increase the compensation payable or to become payable to its
directors, officers or employees or grant any severance or
termination pay to, or enter into or amend any employment or
severance agreement with, any current or former director or officer
of the Company or any of its Subsidiaries, except, in case of
employees other than directors or officers, as may be in the
ordinary course of business consistent with the Company's past
practice in connection with annual compensation reviews, or
establish, adopt, enter into or, except as may be required to
comply with applicable law, amend or take action to enhance or
accelerate any rights or benefits under, any labor, bonus, profit
sharing, thrift, compensation, stock option, restricted stock,
pension, retirement, deferred compensation, employment,
termination, severance or other plan, agreement, trust, fund,
policy or arrangement for the benefit of any current or former
director, officer or employee;

(x) knowingly violate or knowingly fail to perform any obligation or
duty imposed upon it or any Subsidiary by any applicable material
federal, state or local law, rule, regulation, guideline or
ordinance;

(xi) make any tax election or settle or compromise any material federal,
state, local or foreign income tax liability;

(xii) prepare or file any Tax Return inconsistent with past practice or,
on any such Tax Return, take any position, make any election or
adopt any method that is inconsistent with positions taken,
elections made or methods used in preparing or filing similar Tax
Returns in prior periods;

(xiii) make any change to accounting policies or procedures (other than
actions required to be taken by GAAP);

(xiv) enter into, amend or terminate (a) any agreement or contract
material to the Company and its Subsidiaries, taken as a whole, (b)
any noncompetition agreement, (c) any agreement pursuant to which
any third Person is granted marketing, distribution, manufacturing
or any other rights with respect to any Company product, services,
processes or technology, or (d) any OEM contract; or make or agree
to make any new capital expenditure or expenditures which,
individually, is in excess of $10,000 or, in the aggregate, are in
excess of $50,000;

(xv) waive or release any material right or claim or pay, discharge or
satisfy any material claims, liabilities or obligations (absolute,
accrued, asserted or unasserted, contingent or otherwise), other
than the payment, discharge or satisfaction, in the ordinary course
of business consistent with past practice or in accordance with
their terms, of liabilities reflected or reserved against in the
Balance Sheets or incurred in the ordinary course of business
consistent with past practice;

(xvi) initiate, settle or compromise any litigation or arbitration
proceeding;

(xvii) engage in any activity other than the Current Activities; or

(xviii) authorize, recommend, propose or announce an intention to do any of the
foregoing or enter into any contract, agreement, commitment
or arrangement to do any of the foregoing.

Section 4.2 No Solicitation.

(a) Except as set forth in Section 4.2 of the Company Letter, the Company
shall not, nor shall it permit any of its Subsidiaries to, nor shall
it authorize or permit any officer, director or employee

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of or any financial advisor, attorney or other advisor or
representative of, the Company or any of its Subsidiaries to, (i)
solicit, initiate or encourage the submission of, any Takeover
Proposal, (ii) enter into any agreement with respect to any Takeover
Proposal, or (iii) participate in any discussions or negotiations
regarding, or furnish to any Person any information with respect to,
or take any other action to facilitate any inquiries or the making of
any proposal that constitutes, or may reasonably be expected to lead
to, any Takeover Proposal; provided, however, that prior to the
Member Meeting, nothing contained in this Agreement shall prevent the
Company or its Board of Managers from furnishing non-public
information to, or entering into discussions or negotiations with,
any Person in connection with an unsolicited bona fide written
Takeover Proposal by such Person, if and only to the extent that (w)
such Takeover Proposal would, if consummated, result in a transaction
that would, in the reasonable good faith judgment of the Board of
Managers of the Company, based on the written opinion of its
financial advisors, result in a transaction more favorable to the
Company's members from a financial point of view than the Merger (any
such more favorable Takeover Proposal being referred to in this
Agreement as a "Superior Proposal") and, in the reasonable good faith
judgment of the Board of Managers of the Company, based on the
written opinion of its financial advisors, the Person making such
Superior Proposal has the financial means to conclude such
transaction, (x) the failure to take such action would in the
reasonable good faith judgment of the Board of Managers of the
Company, on the basis of the advice of the outside corporate counsel
of the Company, violate the fiduciary duties of the Board of Managers
of the Company to the Company's members under applicable law,
(y) prior to furnishing such non-public information to, or entering
into discussions or negotiations with, such Person, such Board of
Managers receives from such Person an executed confidentiality
agreement with provisions not less favorable to the Company than
those contained in the Confidentiality Agreement, and (z) the Company
shall have fully complied with this Section 4.2. For purposes of this
Agreement, "Takeover Proposal" means any proposal or offer, or any
expression of interest, by any Person other than Parent or Sub
relating to the Company's willingness or ability to receive or
discuss a proposal or offer for a merger, consolidation or other
business combination involving the Company or any of its Subsidiaries
or any proposal or offer to acquire in any manner, directly or
indirectly, a substantial equity interest in, a substantial portion
of the voting securities of, or a substantial portion of the assets
of the Company or any of its Subsidiaries, other than the
transactions contemplated by this Agreement.

(b) The Company shall advise Parent orally (within one business day) and in
writing (as promptly as practicable) of (i) any Takeover Proposal or
any inquiry with respect to or which could lead to any Takeover
Proposal, (ii) the material terms of such Takeover Proposal, and
(iii) the identity of the Person making any such Takeover Proposal or
inquiry. The Company will keep Parent fully informed of the status
and details of any such Takeover Proposal or inquiry.

Section 4.3 Third Party Standstill Agreements. During the period from the
date of this Agreement through the Effective Time, the Company shall not
terminate, amend, modify or waive any provision of any confidentiality
agreement relating to a Takeover Proposal or standstill agreement to which the
Company or any of its Subsidiaries is a party (other than any involving
Parent). During such period, the Company agrees to enforce, to the fullest
extent permitted under applicable law, the provisions of any such agreements,
including injunctions to prevent any breaches of such agreements and to enforce
specifically the terms and provisions thereof in any court of the United States
or any state thereof having jurisdiction.

ARTICLE V
ADDITIONAL AGREEMENTS

Section 5.1 Member Meeting. The Company will, as promptly as practicable
following the effective date of the Registration Statement, duly call, give
notice of, convene and hold a meeting of members (the "Member Meeting") for the
purpose of considering the approval of this Agreement. The Company will,
through its Board

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of Managers, recommend to its members approval of this Agreement and shall use
all reasonable efforts to solicit such approval by its members and such Board
of Managers shall not withdraw or modify, or propose to withdraw or modify in a
manner adverse to Parent, such recommendation. The Company agrees to submit
this Agreement to its members for approval whether or not the Board of Managers
of the Company determines at any time subsequent to the date hereof that this
Agreement is no longer advisable and recommends that the members of the Company
reject it.

Section 5.2 Preparation of the Registration Statement and the Proxy
Statement. As promptly as practicable after the execution and delivery of this
Agreement, Parent shall prepare and file with the SEC the Registration
Statement, in which the Proxy Statement will be included as a prospectus. Each
of Parent and the Company shall use its commercially reasonable efforts to have
the Registration Statement declared effective under the Securities Act as
promptly as practicable after such filing. As promptly as practicable after the
Registration Statement shall have become effective, the Company shall deliver
the Proxy Statement to its members. Parent shall also take any action
reasonably required to be taken under any applicable state securities laws in
connection with the issuance of Parent Common Stock in the Merger, and the
Company shall furnish all information concerning the Company and the holders of
Company Membership Interests as may be reasonably requested in connection with
any such action.

Section 5.3 Access to Information. Upon reasonable notice, the Company
shall, and shall cause each of its Subsidiaries to, afford to the accountants,
counsel, financial advisors and other representatives of Parent reasonable
access to, and permit them to make such inspections as they may reasonably
require of all of its employees, customers, properties, books, contracts,
commitments and records (including the work papers of independent accountants,
if available and subject to the consent of such independent accountants) during
normal business hours during the period from the date of this Agreement through
the Effective Time and, during such period, the Company shall, and shall cause
each of its Subsidiaries to, furnish promptly to Parent all information
concerning its business, properties and personnel as the other may reasonably
request. Parent shall afford to the accountants, counsel, financial advisors
and other representatives of the Company reasonable access to the executive
officers of Parent during normal business hours during the period from the date
of this Agreement through the Effective Time. No investigation pursuant to this
Section 5.3 shall affect any representation or warranty in this Agreement of
any party hereto or any condition to the obligations of the parties hereto. All
information obtained pursuant to this Section 5.3 shall be kept confidential in
accordance with the Confidentiality and Non-Disclosure Agreement, dated July
30, 2001, between Electronic Payment Services, Inc., a Subsidiary of Parent,
and the Company (the "Confidentiality Agreement"). In connection with the
access provided in this Section 5.3, Parent and each of its representatives
will act in a manner as to not unreasonably interfere with the operations of
the Company and its Subsidiaries.

Section 5.4 Compliance with the Securities Act. Section 5.4 of the Company
Letter contains a list identifying all Persons who, at the time of the Member
Meeting, may be deemed to be "affiliates" of the Company as that term is used
in paragraphs (c) and (d) of Rule 145 under the Securities Act (the "Rule 145
Affiliates"). The Company shall cause each Person who is identified in such
list to execute and deliver to Parent within 30 days of the date hereof a
written agreement in substantially the form of Exhibit D hereto (the "Company
Affiliate Letter"). Prior to the Effective Time, the Company shall amend and
supplement Section 5.4 of the Company Letter and cause each additional Person
who is identified as a Rule 145 Affiliate of the Company to execute the Company
Affiliate Letter. Parent shall be entitled to place appropriate legends on the
certificates evidencing any Parent Common Stock to be received by affiliates of
the Company pursuant to this Agreement and to issue appropriate stop transfer
instructions to the transfer agent for the Parent Common Stock, consistent with
the terms of the Company Affiliate Letter.

Section 5.5 Fees and Expenses. Except as provided in this Section 5.5,
whether or not the Merger is consummated, all costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby,
including the fees and disbursements of counsel, financial advisors and
accountants, shall be paid by the party incurring such costs and expenses,
provided that all printing expenses and all filing fees

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(including filing fees under the Bank Act, HSR Act and Securities Act) shall be
divided equally between Parent and the Company.

Section 5.6 Commercially Reasonable Efforts.

(a) Upon the terms and subject to the conditions set forth in this Agreement,
each of the parties agrees to use commercially reasonable efforts to
take, or cause to be taken, all actions, and to do, or cause to be
done, and to assist and cooperate with the other parties in doing,
all things necessary, proper or advisable to consummate and make
effective, in the most expeditious manner practicable, the Merger and
the other transactions contemplated by this Agreement, including:
(i) obtaining all necessary actions or non-actions, waivers, consents
and approvals from all Governmental Entities and making of all
necessary registrations and filings (including filings with
Governmental Entities) and taking of all reasonable steps as may be
necessary to obtain an approval or waiver from, or to avoid an action
or proceeding by, any Governmental Entity (including those in
connection with State Takeover Approvals), (ii) obtaining all
necessary consents, approvals or waivers from third parties, and
(iii) the execution and delivery of any additional instruments
necessary to consummate the transactions contemplated by this
Agreement. No party to this Agreement shall consent to any voluntary
delay of the consummation of the Merger at the behest of any
Governmental Entity without the consent of the other parties to this
Agreement, which consent shall not be unreasonably withheld.

(b) Each party shall use all commercially reasonable efforts to not take any
action, or enter into any transaction, which would cause any of its
representations or warranties contained in this Agreement to be
untrue or result in a breach of any covenant made by it in this
Agreement.

(c) Notwithstanding anything to the contrary contained in this Agreement, in
connection with any filing or submission required or
action to be taken by either Parent or the Company
relating to this Agreement or the transactions
contemplated hereby, (i) neither Parent nor any of its
Affiliates shall be required to divest or hold separate or
otherwise take or commit to take any action that limits
its freedom of action with respect to, or its ability to
retain, the Company or any of the businesses, product
lines or assets of Parent, the Company or any of their
respective Subsidiaries or Affiliates, or that otherwise
would have an adverse effect on Parent or the Company, and
(ii) the Company shall not, without Parent's prior written
consent, take or agree to take any such action.

(d) Nothing contained in this Agreement, including this Section 5.6, shall
limit or restrict Parent or any of its Subsidiaries from entering
into or effecting any agreement relating to any other business
combination, acquisition or merger, and no such business
combination, acquisition or merger shall be deemed to violate this
Section 5.6.

Section 5.7 Public Announcements. Parent and the Company will not issue
any press release with respect to the transactions contemplated by this
Agreement or otherwise issue any written public statements with respect to such
transactions without prior consultation with the other party, except as may be
required by applicable law or by obligations pursuant to any listing agreement
with Nasdaq.

Section 5.8 State Takeover Laws. If any "fair price," "business
combination" or "control share acquisition" statute or other similar statute or
regulation shall become applicable to the transactions contemplated hereby or
in the Company Ancillary Agreements, Parent and the Company and their
respective Boards of Directors shall use their commercially reasonable efforts
to grant such approvals and take such actions as are necessary so that the
transactions contemplated hereby and thereby may be consummated as promptly as
practicable on the terms contemplated hereby and thereby and otherwise act to
minimize the effects of any such statute or regulation on the transactions
contemplated hereby and thereby.

Section 5.9 Indemnification of Managers, Directors and Officers. For six
years from and after the Effective Time (or in the event that any relevant
claim is asserted or made within such six-year period, until final

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disposition of such claim), Parent shall cause the Surviving Corporation to
indemnify and hold harmless all past and present managers, officers and
directors of the Company and of its Subsidiaries to the same extent such
Persons are indemnified as of the date of this Agreement by the Company or any
Subsidiary pursuant to the Company Charter, the Company Operating Agreement,
the Operating Agreement, dated July 1, 2000, of ATMLogix, LLC, the Amended and
Restated Operating Agreement, dated June 22, 2000, of Round Two, LLC, the
Amended and Restated Operating Agreement, dated June 22, 2000, of TouchLogix,
LLC, the Operating Agreement, dated September 7, 2000, of CheckLogix, LLC, the
Amended and Restated Operating Agreement, dated August 1, 2001, of
PaymentLogix, LLC, the Operating Agreement, dated August 4, 2000, of EFTLogix,
LLC, the Operating Agreement, dated March 23, 2001, of Lavinna Company, LLC,
the Amended and Restated Articles of Incorporation, dated November 21, 2000, of
HIS, as amended by the First Articles of Amendment, dated November 13, 2001,
the Second Amended and Restated Bylaws of HIS, dated November 21, 2000, the
Articles of Incorporation, dated August 4 1997, of RBSA, as amended May 31,
2001, and the Bylaws, undated, of RBSA, as amended by the Amendment to Bylaws,
dated January 25, 2001, for acts or omissions occurring at or prior to the
Effective Time. Parent will provide such indemnification in the event it cannot
be provided by the Surviving Corporation.

Section 5.10 Notification of Certain Matters. Parent shall use its
commercially reasonable efforts to give prompt notice to the Company, and the
Company shall use its commercially reasonable efforts to give prompt notice to
Parent, of: (i) the occurrence or non-occurrence of any event, the occurrence
or non-occurrence of which it is aware and which would be reasonably likely to
cause (x) any representation or warranty of the notifying party contained in
this Agreement to be untrue or inaccurate in any material respect or (y) any
covenant, condition or agreement contained in this Agreement not to be complied
with or satisfied in all material respects, (ii) any failure of Parent or the
Company, as the case may be, to comply in a timely manner with or satisfy any
covenant, condition or agreement to be complied with or satisfied by it
hereunder. The Company shall use its commercially reasonable efforts to give
prompt notice to Parent of any change or event which would be reasonably likely
to have a Material Adverse Effect on the Company. The delivery of any notice
pursuant to this Section 5.10 shall not limit or otherwise affect the remedies
available hereunder to the party receiving such notice.

Section 5.11 Stock Exchange Listing. Parent shall use its reasonable
best efforts to have authorized for quotation on Nasdaq, upon official notice
of issuance, the shares of Parent Common Stock to be issued in connection with
the Merger.

Section 5.12 Indemnity Agreement. No later than immediately prior to the
Effective Time, the Company will cause the Member Representatives to execute
and deliver the Indemnity Agreement to Parent and the Indemnity Agent, with
such changes thereto as may be requested by the Indemnity Agent that are
reasonably acceptable to Parent and the Member Representatives.

Section 5.13 Allocation of Purchase Price.

(a) The parties agree that for federal income tax purposes, the Merger
shall be treated as the sale of the assets and liabilities of the
Company in exchange for the Parent Common Stock (and any cash paid in
lieu of delivering fractional shares) delivered in the Merger.

(b) Within 30 days following the Closing Date, Parent shall deliver to
the Member Representatives a schedule (the "Allocation Schedule")
allocating the consideration payable under Section 1.5 (including,
for purposes of this Section 5.13, any liabilities of the Company
that survive the Merger); provided, however, that if the Closing
occurs on or prior to January 26, 2002, then the Allocation Schedule
shall be in such form mutually agreed upon by Parent and the Member
Representatives within such 30-day period or as determined by the
arbitrators pursuant to clause (c) of this Section 5.13. The
Allocation Schedule shall be reasonable and shall be prepared in
accordance with Section 1060 of the Code and the Treasury Regulations
thereunder. Parent and the Company shall file Internal Revenue
Service Form 8594, and all federal, state, local and foreign Tax
Returns, in accordance with the Allocation Schedule (including any
items resolved by arbitration).

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(c) If the Closing occurs on or prior to January 26, 2002 and Parent and
the Member Representatives cannot reach agreement on the Allocation
Schedule within the 30-day period described in clause (b) of this
Section 5.13, either Parent or the Member Representatives may, by
written notice to the other, demand arbitration of any disputed
matters. Within fifteen (15) days after such written notice is sent,
Parent and the Member Representatives shall each select one
arbitrator, and the two arbitrators so selected shall select a third
arbitrator. The arbitrators shall render their decision within 60
days after submission of the issues to arbitration. The decision of
the arbitrators as to the disputed issues shall be binding, and
conclusive. The provisions of Section 8.5 shall apply with respect to
any arbitration under this Section 5.13.

Section 5.14 Employee Matters.

(a) At the Closing, Parent shall cause the Surviving Corporation to pay
to employees of the Company (including employees that are Company
Members) all accrued and unpaid compensation owed by the Company to
such employees as set forth in Schedule 5.14(a) plus any accrued and
unpaid compensation owed by the Company to such employees accruing
from the date hereof to the Closing Date at the same rate or salary
as that used in computing the amounts in Schedule 5.14(a), other than
any such compensation which is not yet payable on the Closing Date to
such employees pursuant to the Company's ordinary course payroll
practices. For purposes hereof, the Company shall provide Parent with
an updated Schedule 5.14(a) at least two days prior to the Closing
which updated Schedule will reflect the total amount owing as of the
Closing to such employees pursuant to the provisions of this Section
5.14.

(b) At the Closing, Parent shall cause the Surviving Corporation to
forgive all principal and interest relating to the indebtedness of
that certain Promissory Note dated January 1, 2001, with Daniel
Lykken as maker, in the principal amount of $250,000, that certain
Promissory Note dated January 1, 2001, with Kristin DelMonte as
maker, in the principal amount of $200,000, that certain Promissory
Note dated July 12, 2000, with Brian Shanahan as maker, in the
principal amount of $28,000 and that certain Promissory Note, dated
October 26, 2000, with John Willmon as maker, in the principal amount
of $13,191.66.

(c) Parent shall reserve 200,000 shares of Parent Common Stock for grants
under its stock option plan to employees of the Company designated by
Parent who remain employees of the Surviving Corporation. Such grants
shall be determined by the Board of Directors of Parent in its sole
discretion after consultation with A. Anthony Sdao and shall be
awarded to such employees within 30 days after the Closing Date.

(d) As of the Effective Time, Parent shall cause the Surviving
Corporation to assume all rights and obligations of the Company to
the INS or the DOL related to the nonimmigrant and permanent
residence processing of the employees of the Company indicated in
Section 5.14(d) of the Company Letter, including the rights and
obligations related to the foreign national employees in H-1B
nonimmigrant status.

(e) At the Closing, A. Anthony Sdao and Scott Bahneman shall release all
rights they may have to the deferred salary owed to them by the
Company in the aggregate amount of $345,000 on a pro rata basis based
on the amount of deferred salary owed to each of them by the Company
and the Surviving Corporation shall establish a $345,000 bonus pool
for employees of the Company designated by Parent who remain
employees of the Surviving Corporation. Such bonuses will be
determined by Parent in its sole discretion after consultation with
A. Anthony Sdao and shall be paid within 30 days after the Closing
Date.

Section 5.15 Interest and Principal Payments. At the Closing, Parent
shall cause the Surviving Corporation to pay all accrued interest for loans
made to the Company by A. Anthony Sdao and Scott Bahneman in the amounts
indicated in Section 3.31. At the Closing, Parent shall cause the Surviving
Corporation to pay the principal amount of $26,199 owed by the Company to
Vladimir and Lana Rozendorf pursuant to the Promissory Note of the Company,
dated December 29, 1999, with the Company as maker, in the principal amount of
$26,199

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(the "Rozendorf Promissory Note") and all accrued and unpaid interest owed on
the Rozendorf Promissory Note as of the Closing Date.

Section 5.16 RBSA. The Company shall cause RBSA to take all necessary
actions to obtain the releases described in Section 6.3(l).

Section 5.17 Lavinna Company, LLC. Prior to the Closing, the Company
shall either cause Lavinna Company, LLC to cease all manufacturing or shall
merge Lavinna Company into the Company.

ARTICLE VI
CONDITIONS PRECEDENT TO THE MERGER

Section 6.1 Conditions to Each Party's Obligation to Effect the Merger.
Except as set forth in Schedule 6.1, the respective obligations of each party
to effect the Merger shall be subject to the fulfillment or waiver by Parent
and the Company at or prior to the Effective Time of the following conditions:

(a) Member Approval. This Agreement shall have been duly approved by
the requisite vote of members of the Company in accordance with
applicable law, the Company Charter and the Company Operating
Agreement.

(b) Quotation of Stock. The Parent Common Stock issuable in the Merger
shall have been authorized for quotation on Nasdaq, subject to
official notice of issuance.

(c) Certain Approvals. All approvals to be obtained by Parent, Sub or
the Company required under the Bank Act shall have been received, and
the waiting period (and any extension thereof) applicable to the
consummation of the Merger under the HSR Act shall have expired or
been terminated if such filing under the HSR Act is required.

(d) No Order. No court or other Governmental Entity having jurisdiction
over the Company or Parent, or any of their respective Subsidiaries,
shall have enacted, issued, promulgated, enforced or entered any law,
rule, regulation, executive order, decree, injunction or other order
(whether temporary, preliminary or permanent) which is then in effect
and has the effect of making the Merger or any of the transactions
contemplated hereby illegal.

(e) Registration Statement. The Registration Statement shall have
become effective in accordance with the provisions of the Securities
Act. No stop order suspending the effectiveness of the Registration
Statement shall have been issued by the SEC, and no proceedings for
that purpose shall have been initiated or, to the Knowledge of Parent
or the Company, threatened by the SEC. All necessary state securities
or blue sky authorizations (including State Takeover Approvals) shall
have been received.

(f) No Litigation or Injunction. There shall not be instituted or
pending any suit, action or proceeding by any Governmental Entity
relating to this Agreement, any of the Company Ancillary Agreements
or Parent Ancillary Agreements or any of the transactions
contemplated herein or therein. No action or proceeding shall have
been commenced seeking any temporary restraining order, preliminary
or permanent injunction or other order from any court of competent
jurisdiction or seeking any other legal restraint or prohibition
preventing the consummation of the Merger other than any of the
foregoing which shall have been dismissed with prejudice.

Section 6.2 Conditions to Obligation of the Company to Effect the
Merger. Except as set forth in Schedule 6.1, the obligation of the Company to
effect the Merger shall be subject to the fulfillment or waiver by the Company
at or prior to the Effective Time of the following additional condition:

(a) Performance of Obligations; Representations and Warranties. Each
of Parent and Sub shall have performed in all material respects each
of its agreements contained in this Agreement

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required to be performed on or prior to the Effective Time, each of
the representations and warranties of Parent and Sub contained in
this Agreement that is qualified by materiality shall be true and
correct on and as of the Effective Time as if made on and as of such
date (other than representations and warranties which address matters
only as of a certain date which shall be true and correct as of such
certain date) and each of the representations and warranties that is
not so qualified shall be true and correct in all material respects
on and as of the Effective Time as if made on and as of such date
(other than representations and warranties which address matters only
as of a certain date which shall be true and correct in all material
respects as of such certain date), in each case except as
contemplated or permitted by this Agreement, and the Company shall
have received a certificate signed on behalf of Parent by its Chief
Executive Officer and its Chief Financial Officer to such effect.

Section 6.3 Conditions to Obligations of Parent and Sub to Effect the
Merger. Except as set forth in Schedule 6.1, the obligations of Parent and
Sub to effect the Merger shall be subject to the fulfillment or waiver by
Parent at or prior to the Effective Time of the following additional conditions:

(a) Performance of Obligations; Representations and Warranties. The
Company shall have performed in all material respects each of its
agreements contained in this Agreement required to be performed on or
prior to the Effective Time, each of the representations and
warranties of the Company contained in this Agreement that is
qualified by materiality shall be true and correct on and as of the
Effective Time as if made on and as of such date (other than
representations and warranties which address matters only as of a
certain date which shall be true and correct as of such certain date)
and each of the representations and warranties that is not so
qualified shall be true and correct in all material respects on and
as of the Effective Time as if made on and as of such date (other
than representations and warranties which address matters only as of
a certain date which shall be true and correct in all material
respects as of such certain date), in each case except as
contemplated or permitted by this Agreement, and Parent shall have
received a certificate signed on behalf of the Company by its Chief
Executive Officer and its Chief Financial Officer to such effect.

(b) Material Adverse Effect. Since the Balance Sheet Date through the
Effective Time, there shall not have been any Material Adverse Effect
on the Company. Parent shall have received a certificate signed on
behalf of the Company by its Chief Executive Officer and its Chief
Financial Officer to such effect.

(c) Consents. All authorizations, consents, orders, declarations or
approvals of, or filings with, or terminations or expirations of
waiting periods imposed by, any Governmental Entity, which the
failure to obtain, make or occur would have the effect of making the
Merger or any of the transactions contemplated hereby illegal or
would have, individually or in the aggregate, an adverse effect on
Parent (assuming the Merger had taken place) shall have been
obtained, shall have been made or shall have occurred. Further, the
Company shall have obtained the consent or approval of each Person
that is not a Governmental Entity whose consent or approval shall be
required in connection with the transactions contemplated hereby
under (i) those leases set forth or described in Schedule 6.3(c), or
(ii) any material loan or credit agreement, note, mortgage,
indenture, lease or other agreement or instrument by which the
Company or any of its Subsidiaries is bound.

(d) Capital Structure Certificate. The Company shall have delivered a
certificate of its Chief Executive Officer and its Chief Financial
Officer setting forth all of the information that would have been
required to have been included in Section 3.2(c) of the Company
Letter if this Agreement were dated as of the Effective Time.

(e) Member Approval. This Agreement shall have been duly approved by
the members of the Company. Parent shall have received a certificate
signed on behalf of the Company by its Chief Executive Officer and
its Secretary to such effect.

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(f) Certificates of Non-Foreign Status. The Company and each Company
Member shall have delivered to Parent a certification of non-foreign
status, dated as of the Closing Date, in accordance with Treas. Reg.
(S)(S) 1.1445-2(b), 1.1445-11(d)(2) and Code (S) 1446, and neither
Parent nor Sub shall have actual knowledge that any such
certification is false or receive a notice that any such
certification is false. The forms of such certificates are attached
hereto as Exhibit E.

(g) Releases. Each of the Company Members shall have executed a general
release, in favor of the Company, Parent and Sub, in the form of the
attached Exhibit F.

(h) Acquisition Transactions. Each of the RBSA Stock Purchase Agreement
and the HIS Stock Purchase Agreement shall be in full force and
effect and the Acquisition Transactions shall be effected in
accordance with the provisions of Section 1.16.

(i) Ancillary Agreements. The Indemnity Agreement shall have been
executed by the Member Representatives and the Indemnity Agent and
delivered to Parent and shall be in full force and effect.

(j) Employment Agreements. (i) Each of the executives listed in
Schedule 6.3(j) shall still be employed by the Company, (ii) the
Employment Agreement listed in Section 3.12(d) of the Company Letter
existing between A. Anthony Sdao and the Company shall have been
terminated, and (iii) A. Anthony Sdao shall have executed an
employment agreement with Sub, as the Surviving Corporation, in the
form of the attached Exhibit L (the "Sdao Employment Agreement").
Parent shall have received a certificate signed on behalf of the
Company by its Chief Executive Officer and its Chief Financial
Officer to such effect.

(k) HIS Stock Options. The Company shall have caused the Board of
Directors of HIS (or, if appropriate, any committee thereof) to adopt
appropriate resolutions and take all other actions necessary or
appropriate deemed satisfactory to Parent to cause each outstanding
option to purchase shares of HIS common stock, whether or not
exercisable (each, an "HIS Stock Option") to be fully vested and
fully exercised on or prior to the Closing and the Company shall
deliver a certificate signed on behalf of HIS by its secretary to
such effect. Each holder of an HIS Option is hereinafter defined as
an "Option Holder".

The Company shall cause each exercising Option Holder to become a
party to the Purchase Option Agreement such that the Option Holder
shall be entitled to receive only an amount per share as shall be
payable to any other holder of common stock of HIS pursuant to the
Purchase Option Agreement, with such amount per share being
calculated after taking into account the additional shares of Equity
Securities (as such term is defined in the Purchase Option Agreement)
that will be outstanding as a result of the issuance of shares from
the exercise of the HIS Stock Options and the Company shall deliver a
certificate signed on behalf of HIS to such effect by its Chief
Executive Officer.

(l) RBSA Releases. Each of the RBSA Equity Holders shall have executed
and delivered a general release in the form of Exhibit C attached to
the RBSA Stock Purchase Agreement and each of the individuals listed
in Schedule 6.3(l) shall have executed a general release including a
disclaimer of any right such individual may have to any equity
interest in RBSA, in favor of the Company, RBSA, Parent and Sub, in
the form of the attached Exhibit I.

(m) PaymentLogix, LLC Agreement. At or prior to January 4, 2002, the
Company shall have caused PaymentLogix, LLC to have entered into an
agreement in form and substance reasonably acceptable to Parent,
effective at the Closing, with the third Persons indicated on
Schedule 6.3(m) to modify or terminate, as Parent may designate, the
agreements identified or described in Schedule 6.3(m) in order to,
among other things, terminate any ongoing obligation to market or
sell the services of the third Persons to such agreements and to
clarify that there exist no ongoing exclusivity obligations.

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(n) ATMI Release. ATMI, Inc. shall have executed a general release in
favor of the Company, Parent and Sub, in the form of the attached
Exhibit J.

(o) HIS Stock Powers and Releases. Each of the HIS Equity Holders shall
have executed a stock power in the form of the attached Exhibit K and
Michael Enos shall have executed a general release in favor of HIS,
the Company, Parent and Sub in the form of Exhibit C attached to the
HIS Stock Purchase Agreement.

(p) Opinion. The opinion identified in Section 6.3(p) of the Company
Letter has not been amended or withdrawn and the Company will deliver
a certificate at Closing to such effect signed by its Chief Executive
Officer.

(q) Certificate. At the Closing the Company will deliver to Parent a
certificate specifying which payments described in Section 4.1 of the
Company Letter are to be made at Closing.

(r) Lavinna Company, LLC. Prior to the Closing, Lavinna Company, LLC
shall either cease all manufacturing or the Company shall cause it to
be merged into the Company, and the Company will deliver a
certificate at Closing to such effect signed by its Chief Executive
Officer, attaching evidence of such merger if applicable.

ARTICLE VII
TERMINATION, AMENDMENT AND WAIVER

Section 7.1 Termination. This Agreement may be terminated at any time
prior to the Effective Time, whether before or after any approval of the
matters presented in connection with the Merger by the Company Members:

(a) by mutual written consent of Parent and the Company;

(b) by either Parent or the Company if the other party shall have failed
to comply in any material respect with any of its covenants or
agreements contained in this Agreement required to be complied with
prior to the date of such termination, which failure to comply has
not been cured within thirty business days following receipt by such
other party of written notice from the non-breaching party of such
failure to comply;

(c) by either Parent or the Company if there has been (i) a material
breach by the other party (in the case of Parent, including any
material breach by Sub) of any representation or warranty that is not
qualified as to materiality which has the effect of making such
representation or warranty not true and correct in all material
respects, or (ii) a breach by the other party (in the case of Parent,
including any breach by Sub) of any representation or warranty that
is qualified as to materiality, in each case which breach has not
been cured within thirty business days following receipt by the
breaching party from the non-breaching party of written notice of the
breach;

(d) by either Parent or the Company if: (i) the Merger has not been
effected on or prior to the close of business on June 17, 2002;
provided, however, that the right to terminate this Agreement
pursuant to this Section 7.1(d)(i) shall not be available to any
party whose failure to fulfill any of its obligations contained in
this Agreement has been the cause of, or resulted in, the failure of
the Merger to have occurred on or prior to the aforesaid date, or
(ii) any court or other Governmental Entity having jurisdiction over
a party hereto shall have issued an order, decree or ruling or taken
any other action permanently enjoining, restraining or otherwise
prohibiting the transactions contemplated by this Agreement and such
order, decree, ruling or other action shall have become final and
nonappealable;

(e) by Parent if the members of the Company do not approve this Agreement
at the Member Meeting or at any adjournment or postponement thereof;

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(f) by Parent if (i) the Board of Managers of the Company shall not have
recommended, or shall have resolved not to recommend, or shall have
qualified, modified or withdrawn its recommendation of the Merger or
declaration that the Merger is advisable and fair to and in the best
interest of the Company and the Company Members, or shall have
resolved to do so, (ii) any Person (other than Parent or its
Affiliates) acquires or becomes the beneficial owner of 20% or more
of the outstanding Company Membership Interests, or (iii) the Board
of Managers of the Company shall have recommended to the members of
the Company any Takeover Proposal or shall have resolved to do so;

(g) by Parent if any Governmental Entity (i) seeks to restrain or
prohibit or restrains or prohibits the consummation of the Merger or
any of the other transactions contemplated by this Agreement,
(ii) seeks to prohibit or prohibits the ownership, operation or
control by the Company, Parent or any of their respective
Subsidiaries of any portion of the business or assets (including any
agreement) of the Company, Parent or any of their respective
Subsidiaries, (iii) seeks to limit or impose any conditions on or
limits or imposes any conditions on the ownership, operation or
control by the Company, Parent or any of their respective
Subsidiaries of any portion of the business or assets (including any
agreement) of the Company, Parent or any of their respective
Subsidiaries or that otherwise, in the good faith opinion of Parent,
individually or in the aggregate, would have a Material Adverse
Effect on Parent, the Company or any of their respective Subsidiaries
or would detract from the value of the Merger to Parent in any
material manner, or (iv) seeks to compel or compels the Company,
Parent or any of their respective Subsidiaries to dispose of, grant
rights in respect of or hold separate any portion of the business or
assets (including any agreement) of the Company, Parent or any of
their respective Subsidiaries.

The right of any party hereto to terminate this Agreement pursuant to
this Section 7.1 shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of any party
hereto, any Person controlling any such party or any of their
respective officers or directors, whether prior to or after the
execution of this Agreement.

Section 7.2 Effect of Termination. In the event of termination of this
Agreement by either Parent or the Company, as provided in Section 7.1, this
Agreement shall forthwith become void, and there shall be no liability
hereunder on the part of the Company, Parent, Sub or their respective officers
or directors (except as provided in the next to the last sentence of Section
5.3 and the entirety of Section 5.5, which shall survive the termination);
provided, however, that nothing contained in this Section 7.2 shall relieve any
party hereto from any liability for any willful breach of a representation or
warranty contained in this Agreement or the breach of any covenant contained in
this Agreement.

Section 7.3 Amendment. This Agreement may be amended by the parties
hereto, by or pursuant to action taken by their respective Boards of Directors,
at any time before or after approval of the matters presented in connection
with the Merger by the members of the Company, but, after any such approval, no
amendment shall be made which by law requires further approval by such members
without such further approval. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.

Section 7.4 Waiver. At any time prior to the Effective Time, the parties
hereto may (i) extend the time for the performance of any of the obligations or
other acts of the other parties hereto, (ii) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto and/or (iii) waive compliance with any of the covenants,
agreements or conditions contained herein which may legally be waived. Any
agreement on the part of a party hereto to any such extension or waiver shall
be valid only if set forth in an instrument in writing signed on behalf of such
party.

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ARTICLE VIII
INDEMNIFICATION

Section 8.1 Indemnity Fund.

(a) Promptly after the Effective Time, the Indemnity Shares shall be
registered in the name of, and be deposited with First Tennessee
(or another institution selected by Parent with the reasonable
consent of the Company) as Indemnity Fund and collateral agent
(the "Indemnity Agent"). Such deposit shall constitute the
initial Indemnity Fund and shall be governed by the terms set
forth herein and in the Indemnity Agreement. All dividends and
distributions in respect of the Indemnity Shares, whether in
cash, additional Parent Common Stock or other property, received
by the Indemnity Agent shall be distributed currently to the
Company Members in accordance with the Indemnity Agreement;
provided, that stock dividends made to effect stock splits or
similar events shall be retained by the Indemnity Agent as part
of the Indemnity Fund. The Indemnity Fund shall be available to
indemnify, hold harmless and reimburse any Parent Group Member
from any Loss or Expense indemnifiable under this Article VIII
and as provided in the Indemnity Agreement.

(b) Nothing in this Agreement shall limit the liability of the Company
for any breach of any representation, warranty or covenant contained
in this Agreement if this Agreement shall be terminated, provided
that resort to the Indemnity Fund shall be the exclusive remedy of
the Parent Group Members for any breaches and misrepresentations
following the Effective Time other than for fraud.

(c) As used in this Agreement, (i) "Expense" means any and all expenses
incurred in connection with investigating, defending or asserting any
claim, action, suit or proceeding incident to any matter indemnified
against hereunder (including court filing fees, court costs,
arbitration fees or costs, witness fees and reasonable fees and
disbursements of legal counsel, investigators, expert witnesses,
consultants, accountants and other professionals), (ii) "Loss" means
any and all losses, costs, obligations, liabilities, settlement
payments, awards, judgments, fines, Taxes, penalties, damages,
expenses, deficiencies or other charges, and (iii) "Parent Group
Members" means Parent and its Affiliates and their respective
successors and assigns, including, after the Effective Time, the
Surviving Corporation.

Section 8.2 Indemnification from Indemnity Fund. (a) Subject to
Section 8.1 and except as set forth in Schedule 8.2, from and after the
Effective Time, each Parent Group Member shall be indemnified, held harmless
and reimbursed from the Indemnity Fund from and against any and all Loss and
Expense incurred by such Parent Group Member in connection with or arising
from:

(i) any breach or failure to perform by the Company of any of its
agreements, covenants or obligations in this Agreement;

(ii) any breach of any warranty or the inaccuracy of any representation
of the Company contained in this Agreement or any certificate
delivered by or on behalf of the Company pursuant to this
Agreement; or

(iii) any claims that the Company's or any of its Subsidiaries' products
or any use, sale, offer for sale or manufacture thereof or the
conduct of the Company's or any of its Subsidiaries' businesses
infringes the patent(s) identified in Section 8.2 of the Company
Letter;

provided, however, that the Indemnity Fund shall be used to indemnify and
hold harmless hereunder with respect to the matters set forth in clause (ii)
of this Section 8.2(a) (other than Sections 3.1, 3.2, 3.3, 3.20 and 3.28,
the certificate delivered pursuant to Section 6.3(a) to the extent it
relates to such Sections, and the certificates delivered pursuant to Section
6.3(d), as to which this proviso shall not apply) only in the event that the
aggregate amount (without duplication) of Losses and Expenses borne by the
Parent Group

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Members with respect thereto exceeds $150,000 in the aggregate, in which
event the Indemnity Fund shall be used to indemnify the Parent Group Members
for the full amount of such Losses and Expenses. Any payment pursuant to
this Section 8.2 shall be made in the form of a transfer from the Indemnity
Fund to the applicable Parent Group Member(s) pursuant to the Indemnity
Agreement.

(b) The Company acknowledges that Parent and the Company have agreed that
Parent will acquire all of the outstanding Company Membership
Interests in exchange for the aggregate merger consideration payable
by Parent pursuant to Section 1.5. The Company further acknowledges
that the information set forth in the certificate delivered pursuant
to Section 6.3(d) will be used as the basis for determining the
Exchange Ratio. In the event of any inaccuracy in the certificate
delivered pursuant to Section 6.3(d), Parent will be entitled (but
not obligated) to recalculate and adjust the Exchange Ratio
accordingly and receive a sufficient number of shares of Parent
Common Stock from the Indemnity Fund in order that the total number
of shares of Parent Common Stock issued and outstanding by virtue of
this Agreement would be as would have resulted in such certificate
had been true and correct. Notwithstanding anything else to the
contrary contained in this Agreement, in no event shall the aggregate
merger consideration payable by Parent, Sub or the Surviving
Corporation to the holders of equity interests in the Company in
connection with the Merger or the transactions contemplated hereby
exceed such consideration payable assuming such certificate is
correct.

(c) The indemnification provided for in this Article VIII shall terminate
one year after the Effective Time (and no claims shall be made by any
Parent Group Member under this Section 8.2 thereafter), except that
such indemnification shall continue as to any Loss or Expense in
connection with which a Claim Notice is given in accordance with the
requirements of Section 8.4 on or prior to the date such
indemnification obligation would otherwise terminate in accordance
with this Section 8.2, as to which the indemnification obligation
hereunder shall continue until the liability to be satisfied from the
Indemnity Fund shall have been determined pursuant to this Article
VIII, and all Parent Group Members shall have been reimbursed out of
the Indemnity Fund for such Loss or Expense in accordance with the
terms hereof.

Section 8.3 Termination of Indemnity Fund. Upon termination of the
indemnification obligations under this Article VIII and reimbursement of the
Parent Group Members of Losses and Expenses payable in respect thereof
hereunder, the Indemnity Fund shall terminate and shall be distributed in
accordance with the Indemnity Agreement after payment of any amounts therefrom
due to the Indemnity Agent.

Section 8.4 Notice and Determination of Claims.

(a) If any Parent Group Member wishes to make a claim for indemnification
to be satisfied from the Indemnity Fund, such Parent Group Member
(individually or collectively, the "Claiming Party") shall so notify
the Indemnity Agent in writing (the "Claim Notice") of the facts
giving rise to such claim for indemnification hereunder. The Claim
Notice shall be accompanied by a certificate of the Claiming Party
attesting to the Claiming Party's contemporaneous delivery of a
duplicate copy of the Claim Notice to the Member Representatives.
Such Claim Notice shall describe in reasonable detail (to the extent
then known) the Loss or Expense and the method of computation of such
Loss or Expense and contain a reference to the provisions of this
Agreement in respect of which such Loss or Expense shall have
occurred. If the Claiming Party is not Parent, the Claim Notice must
be accompanied by a certificate from Parent confirming that the
Claiming Party is a Parent Group Member. At the time of delivery of
any Claim Notice to the Indemnity Agent, a duplicate copy of such
Claim Notice shall be delivered by the Claiming Party to the Member
Representatives.

(b) Unless the Member Representatives shall have delivered an Objection
in accordance with Section 8.4(c), the Indemnity Agent shall, on the
twentieth day (or such earlier day as the Member Representatives
shall authorize in writing to the Indemnity Agent) after receipt of a
Claim Notice

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with respect to indemnification for a specified amount, deliver to
Parent, for its account or for the account of each Parent Group
Member named in the Claim Notice, such portion of the Indemnity Fund,
valued in accordance with the Indemnity Agreement, with a value equal
to the specified amount.

(c) Until the twentieth day following delivery of a Claim Notice, the
Member Representatives may deliver to the Indemnity Agent a written
objection (an "Objection") to the claim made in such Claim Notice. At
the time of delivery of any Objection to the Indemnity Agent, a
duplicate copy of such Objection shall be delivered to the Claiming
Party.

(d) Upon receipt of an Objection properly made, the Indemnity Agent shall
(i) deliver to Parent, for its account or for the account of each
Parent Group Member named in the Claim Notice, such portion of the
Indemnity Fund, valued in accordance with the Indemnity Agreement,
with a value equal to that portion of the amount subject to the Claim
Notice, if any, which is not disputed by the Member Representatives
and (ii) designate and segregate out of the Indemnity Fund a portion
thereof, valued in accordance with the Indemnity Agreement, with a
value equal to the amount subject to the Claim Notice which is
disputed by the Member Representatives. Thereafter, the Indemnity
Agent shall not dispose of such segregated portion of the Indemnity
Fund until the Indemnity Agent shall have received a certified copy
of the final decision of the arbitrators as contemplated by Section
8.5, or the Indemnity Agent shall have received a copy of the written
agreement between the Claiming Party and the Member Representatives
resolving such dispute and setting forth the amount, if any, which
such Claiming Party is entitled to receive. The Indemnity Agent will
deliver to Parent, for its account or for the account of each Parent
Group Member entitled to payment, such portion of the Indemnity Fund,
valued in accordance with the Indemnity Agreement, with a value equal
to the amount that the Claiming Party is entitled to receive as set
forth in the arbitration decision after the expiration of ten (10)
business days from the receipt of such decision or, in the event that
the amount to which the Claiming Party is entitled is established
pursuant to an agreement between the Claiming Party and the Member
Representatives, promptly after the Indemnity Agent's receipt of such
agreement.

Section 8.5 Resolution of Conflicts; Arbitration.

(a) The Claiming Party shall deliver a written response to the Member
Representatives in respect of any Objection properly delivered by the
Member Representatives. If after twenty (20) days following delivery
of such response there remains a dispute as to any claims, the Member
Representatives and the Claiming Party shall attempt in good faith
for sixty (60) days to agree upon the rights of the respective
parties with respect to each of such claims. If the Member
Representatives and the Claiming Party should so agree, a memorandum
setting forth such agreement shall be prepared and signed by both and
shall be furnished to the Indemnity Agent. The Indemnity Agent shall
be entitled to rely on any such memorandum and shall distribute the
Parent Common Stock or other property from the Indemnity Fund in
accordance with the terms thereof.

(b) If no such agreement can be reached after good faith negotiation,
either the Claiming Party or the Member Representatives may, by
written notice to the other, demand arbitration of the matter unless
the amount of the Loss or Expense is at issue in pending litigation
with a third party, in which event arbitration shall not be commenced
until such amount is ascertained or both parties agree to
arbitration; and in either such event the matter shall be settled by
arbitration conducted by three arbitrators. Within fifteen (15) days
after such written notice is sent, Parent and the Member
Representatives shall each select one arbitrator, and the two
arbitrators so selected shall select a third arbitrator. The decision
of the arbitrators as to the validity and amount of any claim in the
related Claim Notice shall be binding, and conclusive, and
notwithstanding anything in this Section 8.5, the Indemnity Agent
shall be entitled to act in accordance with such decision and make or
withhold payments out of the Indemnity Fund in accordance therewith.

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(c) Judgment upon any award rendered by the arbitrators may be entered in
any court having jurisdiction. Any such arbitration shall be held in
Denver, Colorado under the commercial rules then in effect of the
American Arbitration Association. The non-prevailing party to an
arbitration shall pay its own expenses, the fees of each arbitrator,
the administrative fee of the American Arbitration Association, and
the expenses, including attorneys' fees and costs, reasonably
incurred by the other party to the arbitration.

Section 8.6 Member Representatives.

(a) The "Member Representatives" shall be A. Anthony Sdao and Kristin
DelMonte, who may be replaced by the Company prior to the Effective
Time. Each of the Member Representatives shall be constituted and
appointed as agent for and on behalf of the Company Members to give
and receive notices and communications, to authorize delivery to
Parent Group Members of the Parent Common Stock or other property
from the Indemnity Fund in satisfaction of claims by Parent Group
Members, to object to such deliveries, to agree to, negotiate, enter
into settlements and compromises of, and demand arbitration and
comply with orders of courts and awards of arbitrators with respect
to such claims, and to take all actions necessary or appropriate in
the judgment of the Member Representatives in connection with the
foregoing. The Persons designated to serve as the Member
Representatives may be changed by the holders of a majority in
interest of the Indemnity Fund from time to time upon not less than
10 days' prior written notice to Parent and the Indemnity Agent. No
bond shall be required of the Member Representatives, and the Member
Representatives shall receive no compensation for their services. Any
expenses incurred by the Member Representatives in connection with
their services hereunder shall be reimbursed from the Indemnity Fund
upon presentation of appropriate expense documentation as and to the
extent provided in Section 6 of the Indemnity Agreement.

(b) The Member Representatives shall not be liable to the Company Members
for any act done or omitted hereunder or under the Indemnity
Agreement as Member Representatives while acting in good faith and in
the exercise of reasonable judgment, and any act done or omitted
pursuant to the written advice of counsel shall be conclusive
evidence of such good faith. The Company Members shall severally
indemnify the Member Representatives and hold them harmless from and
against any loss, liability or expense incurred without gross
negligence or bad faith on the part of the Member Representatives and
arising out of or in connection with the acceptance and
administration of their duties hereunder.

(c) The Member Representatives shall treat confidentially and not
disclose any nonpublic information from or about the Company to
anyone (except on a need to know basis to individuals who agree to
treat such information confidentially).

Section 8.7 Actions of the Member Representatives. A decision, act,
consent or instruction of the Member Representatives shall constitute a
decision of all Company Members for whom shares of Parent Common Stock
otherwise issuable to them are deposited in the Indemnity Fund and shall be
final, binding and conclusive upon each such Company Member, and the Indemnity
Agent and Parent may rely upon any decision, act, consent or instruction of the
Member Representatives as being the decision, act, consent or instruction of
each and every such Company Member. The Indemnity Agent and each Parent Group
Member are hereby relieved from any liability to any Person for any acts done
by them in accordance with such decision, act, consent or instruction of the
Member Representatives. For purposes of this Agreement and the Indemnity
Agreement any action by a majority of the then Member Representatives shall be
deemed to be the action of and binding upon all of the Member Representatives.

Section 8.8 Third-Party Claims. In the event Parent becomes aware of a
third-party claim which Parent believes may result in a demand against the
Indemnity Fund, Parent shall promptly notify the Member Representatives of such
claim, and the Member Representatives shall be entitled, at their expense, to
participate

A-42

in any defense of such claim. Parent shall have the right in its discretion to
settle any such claim; provided, however, that Parent may not effect the
settlement of any such claims without the consent of the Member
Representatives, which consent shall not be unreasonably withheld. In the event
that the Member Representatives have consented to any such settlement, the
Member Representatives shall have no power or authority to object under Section
8.4 or any other provision of this Article VIII to the amount paid in such
settlement.

ARTICLE IX
GENERAL PROVISIONS

Section 9.1 Survival of Representations and Warranties. The
representations and warranties in this Agreement or in any instrument delivered
pursuant to this Agreement shall terminate on the first anniversary of the
Effective Time. Except as otherwise provided herein, no claim shall be made for
the breach of any representation or warranty made in this Agreement or in any
instrument delivered pursuant to this Agreement after the date on which such
representations and warranties terminate as set forth in this Section.

Section 9.2 Notices. All notices and other communications hereunder shall
be in writing and shall be deemed given when (i) delivered personally, (ii) one
business day after being delivered to an overnight courier or (iii) on the
business day received (or the next business day if received after 5 p.m. local
time or on a weekend or day on which banks are closed) when sent via facsimile
(with a confirmatory copy sent by overnight courier) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):

(a) if to Parent or Sub, to

Concord EFS, Inc.
1100 Carr Road
Wilmington, DE 19809
Attention: General Counsel
Facsimile No.: (302) 791-8762

with a copy to:

Sidley Austin Brown & Wood
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
Attention: Imad I. Qasim
Facsimile No.: (312) 853-7036

(b) if to the Company, any of the Subsidiaries or the Member
Representatives, to:

The Logix Companies, LLC
2101 Ken Pratt Boulevard, Suite 102
Longmont, Colorado 80501
Attention: A. Anthony Sdao
Facsimile No.: (303) 827-0201

with a copy to:

Faegre & Benson LLP
370 17th Street
Denver, Colorado 80202
Attention: Karen L. Barsch, Esq.
Facsimile No.: (303) 820-0600

Section 9.3 Interpretation. When a reference is made in this Agreement to
a Section, Article, Exhibit or Schedule, such reference shall be to a Section
or Article of, or an Exhibit or Schedule attached to, this Agreement

A-43

unless otherwise indicated. The Schedules and Exhibits referred to herein shall
be construed with and as an integral part of this Agreement to the same extent
as if they were set forth verbatim herein. The table of contents, table of
defined terms and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. For purposes of this Agreement, (i) the words "include,"
"includes" or "including" shall be deemed to be followed by the words "without
limitation," and (ii) the words "herein," "hereof," "hereby," "hereto" and
"hereunder" refer to this Agreement as a whole.

Section 9.4 Counterparts. This Agreement may be executed in counterparts,
all of which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties.

Section 9.5 Entire Agreement; No Third-Party Beneficiaries. This
Agreement, except as provided in the next to the last sentence of Section 5.3,
constitutes the entire agreement and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof. This Agreement, except for the provisions of Section
5.9, is not intended to confer upon any Person other than the parties hereto
any rights or remedies hereunder.

Section 9.6 Governing Law. This Agreement shall be governed by and
construed in accordance with (i) the internal laws (as opposed to conflicts of
law provisions) of the State of Delaware applicable to contracts made and
performed wholly therein and (ii ) with respect to law governing the Merger,
solely by the law of the State of Colorado.

Section 9.7 Assignment. Subject to Section 1.1, neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assigned by any
of the parties hereto (whether by operation of law or otherwise) without the
prior written consent of the other parties.

Section 9.8 Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other terms, conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic and legal
substance of the transactions contemplated hereby are not affected in any
manner materially adverse to any party. Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the
parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated by this Agreement
may be consummated as originally contemplated to the fullest extent possible.

Section 9.9 Enforcement of this Agreement. The parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific wording or were
otherwise breached. It is accordingly agreed that the parties hereto shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of the
United States or any state having jurisdiction, such remedy being in addition
to any other remedy to which any party is entitled at law or in equity.

A-44

IN WITNESS WHEREOF, Parent, Sub and the Company have caused this Agreement
to be signed by their respective officers thereunto duly authorized all as of
the date first written above.

CONCORD EFS, INC.

By: /s/ EDWARD A. LABRY III
----------------------------------
Name: Edward A. Labry III
Title: President

SPARK MERGER CORP.
By: /S/ EDWARD A. LABRY III
----------------------------------
Name: Edward A. Labry III
Title: President

THE LOGIX COMPANIES, LLC
By: /S/ A. ANTHONY SDAO
----------------------------------
Name: A Anthony Sdao
Title: Manager/President

[Signature Page to Merger Agreement]

A-45

ANNEX B

VOTING AGREEMENT

VOTING AGREEMENT, dated as of December 15, 2001 (this "Agreement"), by the
undersigned member (the "Member") of The Logix Companies, LLC, a Colorado
limited liability company (the "Company"), for the benefit of Concord EFS,
Inc., a Delaware corporation ("Parent").

RECITALS

WHEREAS, Parent, Spark Merger Corp., a Colorado corporation and a direct
wholly owned subsidiary of Parent ("Sub"), and the Company are entering into an
Agreement and Plan of Merger, dated as of December , 2001 (the "Merger
Agreement"), whereby, upon the terms and subject to the conditions set forth in
the Merger Agreement, each issued and outstanding membership interest in the
Company ("Company Membership Interest") not owned directly or indirectly by
Parent or the Company, will be converted into shares of common stock, par value
$0.33 1/3 per share, of Parent ("Parent Common Stock");

WHEREAS, the Member owns of record and/or holds stock options and/or
warrants to acquire (whether or not vested) that number of Company Membership
Interests appearing on the signature page hereof (such Company Membership
Interests, together with any other membership units in the Company acquired by
such Member after the date hereof and during the term of this Agreement, being
collectively referred to herein as the "Subject Shares"); and

WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has required that the Member agree, and in order to induce
Parent to enter into the Merger Agreement the Member has agreed, to enter into
this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants
and agreements set forth herein, the Member agrees as follows:

1. Covenants of Member. Until the termination of the Member's obligations
in accordance with Section 4, Member agrees as follows:

(a) At the Member Meeting (or at any adjournment thereof) or in any
other circumstances upon which a vote, consent or other approval with
respect to the Merger or the Merger Agreement is sought, the Member shall
vote (or cause to be voted) the Subject Shares in favor of the Merger, the
adoption of the Merger Agreement and the approval of the terms thereof and
each of the other transactions contemplated by the Merger Agreement.

(b) At any meeting of Company Members (or at any adjournment thereof) or
in any other circumstances upon which the Member's vote, consent or other
approval is sought, the Member shall vote (or cause to be voted) the Subject
Shares against (i) any merger agreement or merger (other than the Merger
Agreement and the Merger), consolidation, combination, sale of substantial
assets, reorganization, recapitalization, dissolution, liquidation or
winding up of or by the Company or any subsidiary thereof or any other
Takeover Proposal or (ii) any amendment of the Company's Articles of
Organization or Company Operating Agreement or other proposal or transaction
involving the Company or any of its Subsidiaries, which amendment or other
proposal or transaction would in any manner impede, frustrate, prevent or
nullify the Merger, the Merger Agreement or any of the other transactions
contemplated by the Merger Agreement or change in any manner the voting
rights of any equity interests in the Company. The Member further agrees not
to commit or agree to take any action inconsistent with the foregoing.

B-1

(c) The Member shall not, nor shall the Member permit any Affiliate,
director, officer, employee or other representative of the Member to, (i)
directly or indirectly solicit, initiate or knowingly encourage the
submission of, any Takeover Proposal or (ii) directly or indirectly
participate in any discussions or negotiations regarding, or furnish to any
person any information with respect to, or take any other action to
facilitate any inquiries or the making of any proposal that constitutes or
may reasonably be expected to lead to, any Takeover Proposal.

(d) The Member shall cooperate with Parent to support and to consummate
and make effective, in the most expeditious manner practicable, the Merger
and the other transactions contemplated by the Merger Agreement.

2. Representations and Warranties. The Member represents and warrants to
Parent as follows:

(a) The Member is the record and beneficial owner of, and has good title
to, the Subject Shares. The Member does not own, of record or beneficially,
any membership interest or other equity interest of the Company other than
the Subject Shares. The Member has the sole right to vote, and the sole
power of disposition with respect to, the Subject Shares, and none of the
Subject Shares is subject to any voting trust, proxy or other agreement,
arrangement or restriction with respect to the voting or disposition of such
Subject Shares, except as contemplated by this Agreement.

(b) This Agreement has been duly executed and delivered by the Member.
Assuming the due authorization, execution and delivery of this Agreement by
Parent, this Agreement constitutes the valid and binding agreement of the
Member enforceable against the Member in accordance with its terms, except
as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other similar laws of general application which may affect
the enforcement of creditors' rights generally and by general equitable
principles. The execution and delivery of this Agreement by the Member does
not and will not conflict with any agreement, order or other instrument
binding upon the Member, nor require the Member to make or obtain any
regulatory filing or approval.

3. Affiliate Letter. The Member agrees to execute and deliver on a timely
basis an Affiliate Letter in the form of Exhibit D to the Merger Agreement,
when and if requested by Parent.

4. Termination. The obligations of the Member hereunder shall terminate
upon the earlier of the termination of the Merger Agreement pursuant to Section
7.1 thereof or the Effective Time; provided that in the event the Merger
Agreement is terminated (i) by Parent pursuant to Section 7.1(b) or 7.1(c)
thereof, but only in the event of a wilful breach by the Company, or (ii)
pursuant to Section 7.1(e) or 7.1(f) thereof, the obligations of the Member
hereunder shall terminate on the first anniversary of the termination of the
Merger Agreement. No such termination shall relieve the Member from any
liability in connection with this Agreement incurred prior to such termination.

5. Further Assurances. The Member will, from time to time, execute and
deliver, or cause to be executed and delivered, such additional or further
consents, documents and other instruments as Parent may reasonably request for
the purpose of effectively carrying out the transactions contemplated by this
Agreement.

6. Successors, Assigns and Transferees Bound. Any successor, assignee or
transferee (including a successor, assignee or transferee as a result of the
death of the Member, such as an executor or heir) shall be bound by the terms
hereof, and the Member shall take any and all actions necessary to obtain the
written confirmation from such successor, assignee or transferee that it is
bound by the terms hereof.

B-2

7. Remedies. The Member acknowledges that money damages would be both
incalculable and an insufficient remedy for any breach of this Agreement by it
and that any such breach would cause Parent irreparable harm. Accordingly, the
Member agrees that in the event of any breach or threatened breach of this
Agreement, Parent, in addition to any other remedies at law or in equity it may
have, shall be entitled, without the requirement of posting a bond or other
security, to equitable relief, including injunctive relief and specific
performance.

8. Severability. The invalidity or unenforceability of any provision of
this Agreement in any jurisdiction shall not affect the validity or
enforceability of any other provision of this Agreement in such jurisdiction,
or the validity or enforceability of any provision of this Agreement in any
other jurisdiction.

9. Amendment. This Agreement may be amended only by means of a written
instrument executed and delivered by both the Member and Parent.

10. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Colorado, regardless of the
laws that might otherwise govern under applicable principles of conflicts of
laws thereof.

11. Capitalized Terms. Capitalized terms used in this Agreement that are
not defined herein shall have such meanings as set forth in the Merger
Agreement.

12. Counterparts. For the convenience of the parties, this Agreement may
be executed in counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

13. No Limitation on Actions of the Member as Manager. In the event the
Member is a manager of the Company, notwithstanding anything to the contrary in
this Agreement, nothing in this Agreement is intended or shall be construed to
require the Member to take or in any way limit any action that the Member may
take to discharge the Member's fiduciary duties as a manager of the Company.

/s/
--------------------------------------
Name:

Number of Company Membership
Interests owned on the
date hereof:
--

Accepted and agreed to
as of the date set forth above:
CONCORD EFS, INC.

/s/ E. MILES KILBURN
By:__________________________________________________________________________
Name: E. Miles Kilburn
Title: Senior Vice President

B-3

ANNEX C

INDEMNITY ESCROW AGREEMENT

This INDEMNITY ESCROW AGREEMENT (the "Indemnity Agreement"), is dated as of
, , among Concord EFS, Inc., a Delaware corporation ("Parent"), A.
Anthony Sdao and Kristin DelMonte (the "Member Representatives"), and First
Tennessee, a banking corporation, as indemnity and escrow agent (the
"Indemnity Agent").

WITNESSETH:

WHEREAS, The Logix Companies, LLC, a Colorado limited liability company (the
"Company"), Spark Merger Corp., a Colorado corporation ("Sub"), and Parent are
parties to that certain Agreement and Plan of Merger, dated as of December 15,
2001 (the "Merger Agreement"), pursuant to which the Company shall be merged
with and into Sub (the "Merger"), with Sub surviving as a wholly owned
subsidiary of Parent (as such, the "Surviving Corporation");

WHEREAS, under the Merger Agreement all Parent Group Members shall be
indemnified, held harmless and reimbursed as provided in Article VIII of the
Merger Agreement;

WHEREAS, to ensure that funds will be available to indemnify, hold harmless
and reimburse the Parent Group Members as required by Article VIII of the
Merger Agreement, Section 8.1 of the Merger Agreement provides that in
connection with the Merger, promptly after the Effective Time (as defined
below) 5% of the aggregate number of whole shares of Parent Common Stock into
which the Company Membership Interests are to be converted into, in accordance
with Article I of the Merger Agreement (such shares being referred to herein as
the "Indemnity Shares") shall be deposited with the Indemnity Agent in an
escrow account established pursuant to this Indemnity Agreement and held and
subsequently disbursed in accordance with the terms of this Indemnity Agreement
(such Indemnity Shares, together with any dividends or other distributions
received thereon being herein collectively referred to as the "Indemnity Fund").

WHEREAS, the Merger Agreement provides for the Member Representatives to act
in accordance herewith in connection with this Indemnity Agreement and the
indemnification obligations contained in the Merger Agreement; and

WHEREAS, the Indemnity Agent has agreed to hold the Indemnity Fund pursuant
to the terms of this Indemnity Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties hereto agree as follows:

Section 1. Definitions.

Capitalized terms used but not defined herein shall have the meanings set
forth in the Merger Agreement. In addition, the following terms shall have the
following meanings:

"Effective Time" means the date and time at which the Statement of Merger
is accepted for recording or such later time established by the Statement of
Merger.

"Average Closing Price" means $ .

C-1

Section 2. Deposit of Indemnity Shares and Use of Indemnity Fund.

a. Promptly after the Effective Time, the Indemnity Shares shall be
deposited by Parent in escrow with the Indemnity Agent. The Indemnity
Agent shall establish a separate subaccount for each Company Member
("Subaccount") and credit to such Subaccount the number of Indemnity
Shares set forth opposite the name of such Company Member on Annex A
hereto.

b. Immediately after receipt from Parent of the Indemnity Shares, the
Indemnity Agent shall confirm to the Parent and the Member
Representatives such receipt in writing.

c. The Indemnity Agent agrees to hold, pay and disburse the Indemnity Fund
and to act as Indemnity Agent in accordance with the terms, conditions
and provisions of this Indemnity Agreement.

d. All dividends and distributions in respect of the Indemnity Shares,
whether in cash, additional Parent Common Stock or other property
received by the Indemnity Agent shall be distributed currently to the
Company Members; provided that stock dividends made to effect stock
splits or similar events shall be retained by the Indemnity Agent as
part of the Indemnity Fund and credited proportionately to the
Subaccounts to which the Indemnity Shares are credited, and shall be
considered part of the Indemnity Shares for purposes of this Indemnity
Agreement. In the event the Indemnity Shares are reclassified or
otherwise changed into or exchanged for other securities, property or
cash pursuant to any merger, consolidation, sale of assets and
liquidation or other transaction, the securities, cash or other property
received by the Indemnity Agent in respect of the Indemnity Shares shall
be retained by it as part of the Indemnity Fund, credited
proportionately to the Subaccounts to which the Indemnity Shares are
credited and, in the case of securities, registered in the name of the
Indemnity Agent or its nominee. All cash, property, Parent Common Stock
and other securities received and retained by the Indemnity Agent as
described in this Subsection 2(d) are referred to herein as
"Distributions". The provisions of this Section 2 shall apply to
successive Distributions.

e. Each Company Member shall have the right to vote all Indemnity Shares
credited to such Company Member's Subaccount. The Indemnity Agent will
forward to each Company Member to whose Subaccount any Indemnity Shares
are credited all notices of stockholders' meetings, proxy statements and
reports to stockholders received by the Indemnity Agent in respect
thereof and will either (i) vote the Indemnity Shares credited to such
Company Member's Subaccount only in accordance with written instructions
received from such Company Member, or (ii) forward to such Company
Member a signed proxy enabling the Company Member to vote such Indemnity
Shares. The Indemnity Agent shall be reimbursed for the cost of such
forwarding in accordance with Section 8(d).

Section 3. Release of Indemnity Shares for Sale.

a. Subject to Section 3(d), a Company Member may deliver to the Indemnity
Agent and to Parent a written notice (a "Sale Notice") directing the
Indemnity Agent to deliver all or a specified number of the Indemnity
Shares (the "Sold Shares") credited to such Company Member's Subaccount
to a broker or dealer for purposes of sale, against receipt by the
Indemnity Agent of the proceeds of such sale, after deducting the
commissions and other charges of the broker or dealer effecting such
sale (the "Sale Proceeds"). The Sale Notice shall state: (i) that a
specified number of Indemnity Shares have been sold to or through the
broker-dealer named therein, (ii) the sale price per share and the
aggregate Sale Proceeds, and (iii) the date of payment for and delivery
of the Sold Shares, which shall not be less than five business days
after delivery of the Sale Notice.

b. If the Sale Proceeds as set forth in the Sale Notice are less than 100%
of the Current Market Value (as defined in Section 5(b)) of the Sold
Shares as of the date of sale, the Indemnity Agent shall not deliver the
Sold Shares unless it receives, in addition to the Sale Proceeds, cash
in an amount equal to the difference between the Current Market Value of
the Sold Shares as of the date of sale and such Sale Proceeds; provided,
however, that if the Current Market Value of the Sold Shares as of the
date of sale shall be less than the Average Closing Price, then the
Indemnity Agent shall not deliver the Sold Shares

C-2

unless it receives, in addition to the Sale Proceeds, cash in an amount
equal to the difference between the Average Closing Price and such Sale
Proceeds; and provided further, that in the event of any
reclassification, stock split or stock dividend with respect to Parent
Common Stock or any change or conversion of Parent Common Stock into
other securities, appropriate and proportionate adjustments, if any,
shall be made to the "Average Closing Price".

c. The Sale Proceeds and additional cash, if any, received by the Indemnity
Agent in respect of Sold Shares shall be retained in the Indemnity Fund
in accordance with this Indemnity Agreement and credited to the
Subaccount of the selling Company Member.

d. Sold Shares subject to transfer restrictions for securities law
purposes, as indicated by a legend placed on the certificates
representing such Sold Shares, shall not be transferred pursuant to
Section 3 except in accordance with the Company Affiliate Letter or any
other agreement creating such restriction, as the case may be, executed
by the Company Member requesting such sale.

Section 4. Disposition of Indemnity Fund.

a. Each Parent Group Member shall be entitled to receive payment directly
from the Indemnity Agent out of the Indemnity Fund in the amount which,
at any time and from time to time, such Parent Group Member is entitled
to be indemnified, reimbursed and held harmless from the Indemnity Fund
as provided in Article VIII of the Merger Agreement (including Sections
8.4 and 8.5 thereof), the terms of which are incorporated herein by
reference and a copy of which is attached hereto as Annex B.

b. The Indemnity Agent shall not dispose of all or any portion of the
Indemnity Fund other than as provided in this Indemnity Agreement.

Section 5. Payment and Valuation.

a. Payments, deliveries or designations from the Indemnity Fund made
pursuant to any Claim Notice shall be made, on a Subaccount by
Subaccount basis, first from any cash, second from any Permitted
Investments, and third from any Indemnity Shares. For purposes of such
payment, delivery or designation, Indemnity Shares and Permitted
Investments shall be valued at the Current Market Value of such
Indemnity Shares and Permitted Investments as determined in accordance
with Section 5(b). To the extent that any payment, delivery or
designation is made pursuant to this Indemnity Agreement in the form of
securities, such payment, delivery or designation shall be rounded to
the nearest whole number of such securities, and no fractional
securities shall be paid, delivered or designated.

b. The "Current Market Value" of the Indemnity Shares or any other
security, including any Permitted Investment, in the Indemnity Fund
shall be the average of the closing prices of such security for each of
the ten trading days immediately preceding such date. The closing price
of any such security on any trading day shall be: (i) if such security
is listed on a national market securities exchange or quoted in The
Nasdaq National Market System, the last reported sale price, or if no
sale occurred on that day the mean between the closing bid and asked
prices, of such security on such exchange (or the principal exchange if
listed on more than one) or in The Nasdaq National Market System, as the
case may be, (ii) if such security is not listed or quoted as described
in clause (i), the mean between the reported high bid and low asked
prices of such security on such date as reported in the financial press
or by the National Quotation Bureau Incorporated, or (ii) if neither
clause (i) nor clause (ii) applies, the market value of such security on
such day as determined in good faith by the Board of Directors of
Parent. Upon request of the Indemnity Agent, the Parent shall deliver to
it a notice setting forth its good faith calculation of the Current
Market Value of the Sold Shares or the Indemnity Shares, which
calculation shall be binding on all parties.

c. Payments and deliveries pursuant to a Claim Notice shall be charged to
and withdrawn from each Subaccount in proportion to the original
respective balances in each, unless the Indemnity Agent is restrained,
enjoined or stayed by law or court order from withdrawing assets from a
Subaccount, in

C-3

which case the amount which would have been drawn from such Subaccount
shall be allocated pro rata among and withdrawn from the remaining
Subaccounts as to which the Indemnity Agent is not so restrained,
enjoined or stayed. If the Indemnity Agent ceases to be so restrained,
enjoined or stayed, then, to the extent practicable, such remaining
Subaccounts from which such amount was withdrawn shall be credited, pro
rata, with the amount of such withdrawal through a deduction from the
Subaccount that was the subject of such restraint, injunction or stay.

Section 6. Delivery of Indemnity Fund Upon Termination.

a. On the first anniversary of the Effective Time, or earlier if Parent so
elects, in whole or in part, pursuant to Section 8.2(c) of the Merger
Agreement in a written notice delivered to the Indemnity Agent and the
Member Representatives (the "Distribution Date"), the Indemnity Agent
shall deliver to the Exchange Agent (or, if the agreement appointing the
Exchange Agent shall then have terminated, to Parent) an amount (the
"Distribution Amount") equal to (A) the amount remaining in the
Indemnity Fund, less (B) any amount designated as subject to a Claim
pursuant to such Claim Notice to the extent such Claim has not been
resolved prior to such date, and less (C) any amount previously
designated in writing by the Member Representatives to the Indemnity
Agent (with a copy delivered to Parent) as amounts that should be
withheld to cover their expenses incurred in connection with their
activities hereunder (to the extent the Indemnity Agent shall then have
received written notice from the Member Representatives to such effect
in accordance with Section 9(b)). Upon its receipt of such Distribution
Amount, the Exchange Agent or Parent, as the case may be, shall disburse
the Distribution Amount from each Subaccount to the Company Member for
which such Subaccount was established. No certificates or scrip
representing fractional shares of Parent Common Stock or any other
security shall be issued upon the disbursement of the Distribution
Amount. In lieu of any such fractional share, each Company Member who
would otherwise have been entitled to a fraction of a share of Parent
Common Stock or other security upon disbursement of the Distribution
Amount will be paid an amount in cash (without interest), rounded to the
nearest cent, determined by multiplying (i) the Current Market Value of
such Parent Common Stock or such other securities as of the Distribution
Date by (ii) the fractional interest to which such holder would
otherwise be entitled.

b. Any amounts retained in escrow after the Distribution Date shall be held
by the Indemnity Agent and shall first be used to indemnify the Parent
Group Members, subject to the terms and conditions of this Indemnity
Agreement, and upon resolution and payment out of the Indemnity Fund of
all pending Claims, any remaining amounts in escrow shall be transferred
to the Member Representatives with respect to out of pocket expenses
incurred by them in connection with their activities hereunder (to the
extent the Indemnity Agent shall then have received written notice from
the Member Representatives to such effect in accordance with Section
9(b)), and any remaining amounts shall be distributed to the Exchange
Agent (or, if the agreement appointing the Exchange Agent shall then
have terminated, to Parent), who shall disburse such portion in the
manner set forth in Section 6(a).

c. Upon distribution of the entire amount of the Indemnity Fund, the
Indemnity Agent shall give the Exchange Agent or Parent, as the case may
be, notice to such effect. Such notice shall be given to the following
address, or to such other address as Parent may designate:

Concord EFS, Inc.
1100 Carr Road
Wilmington, DE 19809
Attention: General Counsel

Upon such distribution, this Indemnity Agreement shall be terminated.

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d. At any time prior to final termination of this Indemnity Agreement, the
Indemnity Agent shall, if so instructed in a writing signed by Parent
and the Member Representatives, release from the Indemnity Fund to
Parent or the Exchange Agent, as directed, the portion of the Indemnity
Fund specified in such writing.

Section 7. Permitted Investments; Interest.

The Indemnity Agent is hereby authorized and directed to hold the Indemnity
Fund in a segregated escrow account and to disburse such Indemnity Fund only in
accordance with the terms of this Indemnity Agreement. From the date hereof
until the date of disbursement of the Indemnity Fund pursuant to Section 6 of
this Indemnity Agreement, the Indemnity Agent is authorized and directed to
invest and reinvest the cash portion, if any, of the Indemnity Fund in any of
the following investments (each a "Permitted Investment") in each case pursuant
to joint instructions of the Parent and the Member Representatives: (i) readily
marketable obligations maturing within six (6) months after the date of
acquisition thereof issued by the United States of America or any agency or
instrumentality thereof; (ii) readily marketable obligations maturing within
six (6) months after the date of acquisition thereof issued by any state or
municipality within the United States of America, or any political subdivision,
agency or instrumentality thereof, rated "A" or better by either Standard &
Poor's Corporation or Moody's Investors Service Inc.; (iii) readily marketable
commercial paper maturing within one hundred eighty (180) days after the date
of issuance thereof which has the highest credit rating of either Standard &
Poor's Corporation or Moody's Investors Service, Inc.; or (iv) 6 month
certificates of deposit issued by any bank incorporated and doing business
pursuant to the laws of the United States of America or any state thereof
having combined capital and surplus of at least $500,000,000. In the event the
Indemnity Agent does not receive joint instructions from Parent and the Member
Representatives to invest or reinvest the cash portion of the Indemnity Fund,
the Indemnity Agent agrees to invest and reinvest such funds in Money
Market Fund, or a successor or similar fund agreed to by Parent and the Member
Representatives in writing, which invests in direct obligations of, or
obligations fully guaranteed as to principal and interest by the United States
Government and repurchase agreements with respect to such securities. Permitted
Investments and interest accruing on, and any profit resulting from, such
investments shall be added to, and become a part of, the Indemnity Fund
pursuant to this Indemnity Agreement and shall be allocated among the
Subaccounts of the Company Members based on the Permitted Investments credited
to the Subaccount of each. For purposes of this Indemnity Agreement, "interest"
on the Indemnity Fund shall include all proceeds thereof and investment
earnings with respect thereto. All Permitted Investments shall be registered in
the name of the Indemnity Agent. The Indemnity Agent shall have full power and
authority to sell any and all Permitted Investments held by it under this
Indemnity Agreement as necessary to make disbursements under this Indemnity
Agreement, and may use its Bond Department to effect such sales. The Indemnity
Agent, Parent, the Surviving Corporation and the Member Representatives shall
not be responsible for any unrealized profit or realized loss realized on such
investments.

Section 8. Liability and Compensation of Indemnity Agent.

a. The duties and obligations of the Indemnity Agent hereunder shall be
determined solely by the express provisions of this Indemnity Agreement,
and no implied duties or obligations shall be read into this Indemnity
Agreement against the Indemnity Agent. The Indemnity Agent shall, in
determining its duties hereunder, be under no obligation to refer to any
other documents between or among the parties related in any way to this
Indemnity Agreement (except to the extent that this Indemnity Agreement
specifically refers to or incorporates by reference provisions of any
other document), it being specifically understood that the following
provisions are accepted by all of the parties hereto. Parent shall
indemnify and hold the Indemnity Agent harmless from and against any and
all liability and expense which may arise out of any action taken or
omitted by the Indemnity Agent in accordance with this Indemnity
Agreement, except such liability and expense as may result from the
gross negligence or willful misconduct of the Indemnity Agent. The
reasonable costs and expenses of the Indemnity Agent to enforce its
indemnification rights under this Section 8(a) shall also be paid by
Parent. This right to indemnification shall survive the termination of
this Indemnity Agreement and removal or resignation of the Indemnity
Agent. With respect to any claims or actions against the Indemnity Agent
which are

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indemnified by Parent under this Section 8(a), Parent shall have the
right to retain sole control over the defense, settlement, investigation
and preparation related to such claims or actions; provided that (i) the
Indemnity Agent may employ its own counsel to defend such a claim or
action if it reasonably concludes, based on the advice of counsel, that
there are defenses available to it which are different from or
additional to those available to Parent and (ii) neither Parent nor the
Indemnity Agent shall settle or compromise any such claim or action
without the consent of the other, which consent shall not be
unreasonably withheld or delayed.

b. The Indemnity Agent shall not be liable to any person by reason of any
error of judgment or for any act done or step taken or omitted by it, or
for any mistake of fact or law or anything which it may do or refrain
from doing in connection herewith unless caused by or arising out of its
own gross negligence or willful misconduct.

c. The Indemnity Agent shall be entitled to rely on, and shall be protected
in acting in reliance upon, any instructions or directions furnished to
it in writing signed by both Parent and all the then Member
Representatives pursuant to any provision of this Indemnity Agreement
and shall be entitled to treat as genuine, and as the document it
purports to be, any letter, paper or other document furnished to it by
any Parent Group Member or the Member Representatives, and believed by
the Indemnity Agent to be genuine and to have been signed and presented
by the proper party or parties. In performing its obligations hereunder,
the Indemnity Agent may consult with counsel to the Indemnity Agent and
shall be entitled to rely on, and shall be protected in acting in
reliance upon, the advice or opinion of such counsel.

d. The Indemnity Agent shall be entitled to its customary fee for the
performance of services by the Indemnity Agent hereunder for each year
or portion thereof that any portion of the Indemnity Fund remains in
escrow and shall be reimbursed for reasonable costs and expenses
incurred by it in connection with the performance of such services (such
fees, costs and expenses are hereinafter referred to as the "Indemnity
Agent's Compensation"). The Indemnity Agent shall render statements to
Parent setting forth in detail the Indemnity Agent's Compensation and
the basis upon which the Indemnity Agent's Compensation was computed.
The Indemnity Agent's Compensation shall be paid by Parent. To the
extent Indemnity Agent's Compensation is not paid by Parent, the
foregoing shall be paid from the Indemnity Fund after written notice
from the Indemnity Agent to Parent.

e. The Indemnity Agent may resign at any time by giving sixty (60) days
prior written notice to Parent and the Member Representatives; provided
that such resignation shall not be effective unless and until a
successor Indemnity Agent has been appointed and accepts such position
pursuant to the terms of this Section 8(e). In such event, Parent and
the Member Representatives shall appoint a successor Indemnity Agent or,
if Parent and the Member Representatives are unable to agree upon a
successor Indemnity Agent within sixty (60) days after such notice, the
Indemnity Agent shall be entitled to (i) appoint its own successor,
provided that such successor is a reputable national banking association
or (ii) at the equal expense of Parent and the Member Representatives,
petition any court of competent jurisdiction for the appointment of a
successor Indemnity Agent. Such appointment, whether by Parent and the
Member Representatives, on the one hand, or the Indemnity Agent, on the
other hand, shall be effective on the effective date of the aforesaid
resignation (the "Indemnity Transfer Date"). On the Indemnity Transfer
Date, all right title and interest to the Indemnity Fund, including
interest thereon, shall be transferred to the successor Indemnity Agent
and this Indemnity Agreement shall be assigned by the Indemnity Agent to
such successor Indemnity Agent, and thereafter, the resigning Indemnity
Agent shall be released from any further obligations hereunder. The
Indemnity Agent shall continue to serve until its successor is
appointed, accepts this Indemnity Agreement and receives the transferred
Indemnity Fund.

f. The Indemnity Agent shall not have any right, claim or interest in any
portion of the Indemnity Fund except in its capacity as Indemnity Agent
hereunder.

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g. It is understood and agreed that in the event any disagreement among
Parent and the Member Representatives results in adverse claims or
demands being made in connection with the Indemnity Fund, or in the
event the Indemnity Agent in good faith is in doubt as to what action it
should take hereunder, the Indemnity Agent shall retain the Indemnity
Fund until the Indemnity Agent shall have received (i) an enforceable
final order of a court of competent jurisdiction which is not subject to
further appeal directing delivery of the Indemnity Fund or (ii) a
written agreement executed by Parent and the Member Representatives
directing delivery of the Indemnity Fund, in which event Indemnity Agent
shall disburse the Indemnity Fund in accordance with such order or
agreement. Any court order referred to in clause (i) immediately above
shall be accompanied by a legal opinion of counsel for the presenting
party satisfactory to the Indemnity Agent to the effect that said court
order or judgment is final and enforceable and is not subject to further
appeal. The Indemnity Agent shall act on such court order and legal
opinion without further question.

Section 9. Member Representatives.

a. Pursuant to the Merger Agreement, the Member Representatives shall act
as agents of the Company Members and are entitled to give and receive
notices and communications, to authorize delivery to the Parent Group
Members of the Parent Common Stock or other property from the Indemnity
Fund in satisfaction of claims by the Parent Group Members, to object to
such deliveries in accordance with the terms of this Indemnity
Agreement, to agree to, negotiate, enter into settlements and
compromises of, and demand arbitration and comply with orders of courts
and awards of arbitrators with respect to such claims, and to take all
actions necessary or appropriate in the judgment of the Member
Representatives in connection with the foregoing. The persons designated
to be Member Representatives may be changed in accordance with the
provisions set forth in the Merger Agreement.

b. At least five (5) days prior to the Distribution Date, the Member
Representatives shall deliver notice to the Indemnity Agent and Parent
setting forth the amount of the reasonable expenses incurred by the
Member Representatives in connection with their duties under the Merger
Agreement and hereunder (the "Member Representatives' Expenses"), which
expenses shall be reimbursed from the Indemnity Fund in accordance with
the provision of Section 6.

c. Neither Parent, any Parent Group Member nor the Indemnity Agent shall be
responsible or liable for any acts or omissions of any Member
Representative in such Member Representative's capacity as such, and
each of them may rely on any action or writing of all the then Member
Representatives as being binding on all Member Representatives for all
purposes.

d. A decision, act, consent or instruction of the Member Representatives
shall constitute a decision of all Company Members for whom shares of
Parent Common Stock otherwise issuable to them are deposited in the
Indemnity Fund and shall be final, binding and conclusive upon each such
Company Member, and the Indemnity Agent and Parent may rely upon any
decision, act, consent or instruction of the Member Representatives as
being the decision, act, consent or instruction of each and every such
Company Member. The Indemnity Agent and each Parent Group Member are
hereby relieved from any liability to any person for any acts done by
them in accordance with such decision, act, consent or instruction of
the Member Representatives. For purposes of this Indemnity Agreement any
action by a majority of the then Member Representatives shall be deemed
to be the action of and binding upon all of the Member Representatives.

Section 10. Taxes.

All dividends, distributions, interest and gains earned or realized on the
Indemnity Fund ("Earnings") and credited to a Subaccount shall be accounted for
by the Indemnity Agent separately from the Indemnity Fund and, notwithstanding
any provisions of this Indemnity Agreement, shall be treated as having been
received by the Company Members to whose Subaccount the Earnings are credited
for tax purposes. Annex A hereto sets forth a list of each Company Member's
address and Taxpayer Identification Number. The Indemnity Agent annually

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shall file information returns with the United States Internal Revenue Service
and payee statements with the Company Members, documenting such Earnings. The
Company Members shall provide to the Indemnity Agent all forms and information
necessary to complete such information returns and payee statements. In the
event the Indemnity Agent becomes liable for the payment of taxes, including
withholding taxes, relating to Earnings or any payment made hereunder, the
Indemnity Agent may deduct such taxes from the Indemnity Fund.

Section 11. Representations and Warranties.

a. Each of Parent and the Indemnity Agent represents and warrants to each
of the other parties hereto that it is duly organized, validly existing
and in good standing under the laws of its jurisdiction of formation;
that it has the power and authority to execute and deliver this
Indemnity Agreement and to perform its obligations hereunder; that the
execution, delivery and performance of this Indemnity Agreement by it
has been duly authorized and approved by all necessary action; that this
Indemnity Agreement constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms; and that the
execution, delivery and performance of this Indemnity Agreement by it
will not result in a breach of or loss of rights under or constitute a
default under or a violation of any trust (constructive or other),
agreement, judgment, decree, order or other instrument to which it is a
party or it or its properties or assets may be bound.

b. Each Member Representative represents to each of the other parties
hereto that he/she has the power and authority to execute and deliver
this Indemnity Agreement and to perform his/her obligations hereunder;
that this Indemnity Agreement constitutes his/her legal, valid and
binding obligation, enforceable against him/her in accordance with its
terms; and that the execution, delivery and performance of this
Indemnity Agreement by him/her will not result in a breach of or loss of
rights under or constitute a default under or a violation of any trust
(constructive or other), agreement, judgment, decree, order or other
instrument to which he/she is a party or his/her properties or assets
may be bound.

Section 12. Benefit; Successor and Assigns.

This Indemnity Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns but
shall not be assignable by any party hereto without the written consent of all
of the other parties hereto; provided, however, that Parent may assign its
rights and delegate its obligations hereunder to any successor corporation in
the event of a merger, consolidation or transfer or sale of all or
substantially all of Parent's stock or assets and that the Indemnity Agent may
assign its rights hereunder to a successor Indemnity Agent appointed hereunder.
Except for the persons specified in the preceding sentence, this Indemnity
Agreement is not intended to confer on any person not a party hereto any rights
or remedies hereunder.

Section 13. Termination.

a. This Indemnity Agreement may be terminated prior to the Effective Time
on the occurrence of any of the following events:

i. the mutual written agreement of each of the parties hereto;

ii. the termination of the Merger Agreement; or

iii. the liquidation of Parent.

b. Following the Effective Time, this Indemnity Agreement may only be
terminated following the delivery of all amounts held in the Indemnity
Fund and the delivery of notice by the Indemnity Agent as contemplated
by Section 6(c).

Section 14. Notices.

All notices and other communications hereunder shall be in writing and shall
be deemed given when actually received and shall be given by a nationally
recognized overnight courier delivery service, certified first class mail or by
facsimile (with a confirmatory copy sent by overnight courier) to the parties
at the following addresses (or at such other address for a party as shall be
specified by like notice):

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If to the Indemnity Agent:
------------------
------------------
------------------

Attention:___________________________________________________________________
Facsimile No.:_______________________________________________________________
Telephone No.:_______________________________________________________________
If to Parent or any Parent Group Member, to it at:

Concord EFS, Inc.
1100 Carr Road
Wilmington, Delaware 19809
Attention: General Counsel
Facsimile No.: (302) 791-8087
Telephone No.:(302) 791-8962
With copy to:

Sidley Austin Brown & Wood
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603
Attention: Imad I. Qasim
Facsimile No.: (312) 853-7036
Telephone No.:(312) 853-7094

If to the Member Representatives:

A. Anthony Sdao
Kristin DelMonte
8250 Greenwood Place
Niwot, Colorado 80503
Facsimile No.: (303) 827-0201
Telephone No.: (303) 652-6205

With copy to:

Faegre & Benson LLP
370 Seventeenth Street, Suite 2500
Denver, Colorado 80202
Attention: Karen L. Barsch, Esq.
Facsimile No.: (303) 820-0600
Telephone No.: (303) 592-9000

or such other address as the Indemnity Agent, Parent or the Member
Representatives, as the case may be, shall designate in writing to the parties
hereto; provided that the Member Representatives may not specify more than one
address at any time.

Section 15. Governing Law.

This Indemnity Agreement shall be governed by and construed in accordance
with (i) the internal laws (as opposed to conflicts of law provisions) of the
State of Delaware applicable to contracts made and performed wholly therein and
(ii) with respect to law governing the Merger, solely by the law of the State
of Colorado.

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Section 16. Counterparts.

This Indemnity Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

Section 17. Interpretation.

When a reference is made in this Indemnity Agreement to a Section or Annex,
such reference shall be to a Section of, or Annex attached to, this Indemnity
Agreement unless otherwise indicated. The Annexes referred to herein shall be
construed with and as an integral part of this Indemnity Agreement to the same
extent as if they were set forth verbatim herein. The section headings
contained in this Indemnity Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Indemnity
Agreement. For purposes of this Indemnity Agreement, (i) the words "include,"
"includes" or "including" shall be deemed to be followed by the words "without
limitation", and (ii) the words "herein," "hereof," "hereby," "hereto" and
"hereunder" refer to this Indemnity Agreement as a whole.

Section 18. Partial Invalidity.

Wherever possible, each provision hereof shall be interpreted in such manner
as to be effective and valid under applicable law, but in case any one or more
of the provisions contained herein shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such provision shall be
ineffective in the jurisdiction involved to the extent, but only to the extent,
of such invalidity, illegality or unenforceability without invalidating the
remainder of such invalid, illegal or unenforceable provision or provisions or
any other provisions hereof, unless such a construction would be unreasonable.

Section 19. Entire Agreement; Modification and Waiver.

This Indemnity Agreement and the Merger Agreement embody the entire
agreement and understanding among the parties hereto with respect to the
subject matter hereof and supersede any and all prior agreements and
understandings relating to the subject matter hereof. Notwithstanding the
preceding sentence, the parties hereto acknowledge that the Indemnity Agent is
not a party to nor is it bound by the Merger Agreement. No amendment,
modification or waiver of this Indemnity Agreement shall be binding or
effective for any purpose unless it is made in a writing signed by the party
against whom enforcement of such amendment, modification or waiver is sought.
No course of dealing between the parties to this Indemnity Agreement shall be
deemed to affect or to modify, amend or discharge any provision or term of this
Indemnity Agreement. No delay by any party to or any beneficiary of this
Indemnity Agreement in the exercise of any of its rights or remedies shall
operate as a waiver thereof, and no single or partial exercise by any party to
or any beneficiary of this Indemnity Agreement of any such right or remedy
shall preclude any other or further exercise thereof. A waiver of any right or
remedy on any one occasion shall not be construed as a bar to or waiver of any
such right or remedy on any other occasion.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Indemnity
Agreement as of the date first above written.

FIRST TENNESSEE

By:________________________________
Name:
Title:

CONCORD EFS, INC.

By:________________________________
Name:
Title:

_____________________________________
A. Anthony Sdao, as Member
Representative

_____________________________________
Kristin DelMonte, as Member
Representative

[Signature Page to Indemnity Agreement]

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (DGCL) empowers a
Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of such corporation), by reason of the fact
that such person was an officer or director of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such officer or director acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no reasonable
cause to believe his conduct was unlawful. A Delaware corporation may indemnify
officers and directors in an action by or in the right of the corporation under
the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation in the performance of his duty. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such
officer or director actually and reasonably incurred.

In accordance with the DGCL, the registrant's Restated Certificate of
Incorporation, as amended, contains a provision to limit the personal liability
of the registrant's directors for violation of their fiduciary duty. This
provision eliminates each director's liability to the registrant or its
stockholders for monetary damages except to the extent provided by the DGCL (i)
for any breach of the director's duty of loyalty to the registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under section 174
of the DGCL providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions, or (iv) for any
transactions from which a director derived an improper personal benefit. The
effect of this provision is to eliminate the personal liability of directors
for monetary damages for actions involving a breach of their fiduciary duty of
care, including any such actions involving gross negligence.

The registrant's by-laws provide for indemnification of the registrant's
officers and directors to the fullest extent permitted by applicable law. In
addition, the registrant maintains insurance policies which provide coverage
for its officers and directors in certain situations where the registrant
cannot directly indemnify such officers or directors.

II-1

Item 21. Exhibits and Financial Statement Schedules

(a) The following is a list of Exhibits included as part of this
registration statement. Concord agrees to furnish supplementally a copy of any
omitted schedule to the SEC upon request. Unless otherwise indicated below, all
items are filed herewith.

2.1 -- Agreement and Plan of Merger, dated as of December 15, 2001, among Concord EFS, Inc., Spark
Merger Corp. and The Logix Companies, LLC (included as Annex A to the proxy statement and
prospectus).
2.2 -- Form of Voting Agreement, dated as of December 15, 2001, between Concord EFS, Inc. and certain
members of The Logix Companies, LLC (included as Annex B to the proxy statement and
prospectus).
2.3 -- Form of Indemnity Escrow Agreement to be executed among Concord EFS, Inc., A. Anthony Sdao
and Kristin DelMonte as the Member Representatives and First Tennessee (included as Annex C to
the proxy statement and prospectus).
4.1 -- Restated Certificate of Incorporation of the registrant is incorporated herein by reference to Exhibit
4.4 to the registrant's amendment no. 1 to registration statement on Form S-3 (File No. 333-61084),
filed on June 4, 2001.
4.2 -- By-Laws of the registrant are incorporated herein by reference to Exhibit 4.2 to the registrant's
registration statement on form S-8 (File No. 333-74215), filed on March 10, 1999.
5.1 -- Opinion of Marcia E. Heister, General Counsel, as to the legality of the securities being registered.
23.1 -- Consent of Ernst & Young LLP (Concord EFS, Inc. years ended 1998, 1999 and 2000).
23.2 -- Consent of Deloitte & Touche LLP (Star Systems, Inc. years ended 1999 and 2000).
23.3 -- Consent of PricewaterhouseCoopers LLP (HONOR Technologies, Inc. year ended 1998).
23.4 -- Consent of Arthur Andersen LLP (Star System, Inc. year ended 1998).
23.5 -- Consent of Gordon, Hughes & Banks, LLP (The Logix Companies, LLC year ended 2000).
23.6 -- Consent of Marcia E. Heister, General Counsel (included in Exhibit 5.1 to this Registration
Statement).
24.1 -- Powers of Attorney.
99.1 -- Form of proxy card to be mailed to holders of The Logix Companies, LLC membership units.

(b) Financial Statements of The Logix Companies, LLC

Item 22. Undertakings.

(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act), that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(b) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

II-2

(c) (1) The undersigned registrant hereby undertakes as follows: that prior
to any public reoffering of the securities registered hereunder through use of
a prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.

(2) The registrant undertakes that every prospectus (i) that is filed
pursuant to the paragraph immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

(e) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form S-4, within one business day of receipt
of such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

(f) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Memphis,
State of Tennessee on January 22, 2002.

CONCORD EFS, INC.

By: /S/ DAN M. PALMER
----------------------------------
Dan M. Palmer
Chairman of the Board of
Directors
and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Capacity Date
--------- -------- ----

/S/ DAN M. PALMER Chairman of the Board of Directors January 22, 2002
------------------------- and Chief Executive Officer
Dan M. Palmer (Principal Executive Officer)

/S/ EDWARD T. HASLAM Chief Financial Officer (Principal January 22, 2002
------------------------- Financial and Accounting Officer)
Edward T. Haslam

/S/ EDWARD A. LABRY III President and Director January 22, 2002
-------------------------
Edward A. Labry III

/S/ DOUGLAS C. ALTENBERN Director January 22, 2002
-------------------------
Douglas C. Altenbern

/S/ RICHARD BUCHIGNANI Director January 22, 2002
-------------------------
Richard Buchignani

/S/ RONALD V. CONGEMI Director January 22, 2002
-------------------------
Ronald V. Congemi

/S/ RICHARD M. HARTER Director January 22, 2002
-------------------------
Richard M. Harter

/S/ RICHARD P. KIPHART Director January 22, 2002
-------------------------
Richard P. Kiphart

/S/ JERRY D. MOONEY Director January 22, 2002
-------------------------
Jerry D. Mooney

/S/ PAUL L. WHITTINGTON Director January 22, 2002
-------------------------
Paul L. Whittington

II-4

INDEX TO EXHIBITS

2.1. -- Agreement and Plan of Merger, dated as of December 15, 2001, among
Concord EFS, Inc., Spark Merger Corp. and The Logix Companies, LLC
(included as Annex A to the proxy statement and prospectus).

2.2. -- Form of Voting Agreement, dated as of December 15, 2001, between
Concord EFS, Inc. and certain members of The Logix Companies, LLC
(included as Annex B to the proxy statement and prospectus).

2.3. -- Form of Indemnity Escrow Agreement to be executed among Concord EFS,
Inc., A. Anthony Sdao and Kristin DelMonte as the Member
Representatives and First Tennessee (included as Annex C to the proxy
statement and prospectus).

4.1. -- Restated Certificate of Incorporation of the registrant is
incorporated herein by reference to Exhibit 4.4 to the registrant's
amendment no. 1 to registration statement on Form S-3 (File No.
333-61084), filed on June 4, 2001.

4.2. -- By-Laws of the registrant are incorporated herein by reference to
Exhibit 4.2 to the registrant's registration statement on form S-8
(File No. 333-74215), filed on March 10, 1999.

5.1. -- Opinion of Marcia E. Heister, General Counsel, as to the legality of
the securities being registered.

23.1 -- Consent of Ernst & Young LLP (Concord EFS, Inc. years ended 1998,
1999 and 2000).

23.2 -- Consent of Deloitte & Touche LLP (Star Systems, Inc. years ended 1999
and 2000).

23.3 -- Consent of PricewaterhouseCoopers LLP (HONOR Technologies, Inc. year
ended 1998).

23.4 -- Consent of Arthur Andersen LLP (Star System, Inc. year ended 1998).

23.5 -- Consent of Gordon, Hughes & Banks, LLP (The Logix Companies, LLC year
ended 2000).

23.6 -- Consent of Marcia E. Heister, General Counsel (included in Exhibit
5.1 to this Registration Statement).

24.1 -- Powers of Attorney.

99.1 -- Form of proxy card to be mailed to holders of The Logix Companies,
LLC membership units.