NOVA CORP \GA\
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.50
<SEQUENCE>6
<FILENAME>dex1050.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.50

                              EDWARD GRZEDZINSKI
                   AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective this 22nd
day of February, 2001 (the "Effective Date") by and between Edward Grzedzinski
(hereinafter referred to as "Employee") and NOVA Corporation, a Georgia
corporation ("NOVA").


                             W I T N E S S E T H :
                             -------------------

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

     WHEREAS, Employee currently serves as Chairman of the Board of Directors,
President and Chief Executive Officer of NOVA pursuant to an Employment
Agreement between Employee and NOVA dated June 16, 1999 (the "1999 Agreement");

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

     WHEREAS, NOVA and Employee desire to terminate the 1999 Agreement, which
termination shall be contemporaneous with the effectiveness of this Agreement;

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

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

     1.  Employment of Employee.  NOVA hereby employs Employee for a period
beginning as of the Effective Date and ending three (3) years thereafter (the
"Initial Term"), unless Employee's employment by NOVA is sooner terminated or
automatically renewed pursuant to the terms of this Agreement (Employee's
employment by NOVA pursuant to the terms of this Agreement shall hereinafter be
referred to as "Employment").

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

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

         (c)  Employee shall devote substantially all of his business time,
     attention, and energies to NOVA's Business, shall act at all times in the
     best interests of NOVA, and shall not during the term of his Employment be
     engaged in any other business activity, whether or not such business is
     pursued for gain, profit, or other pecuniary advantage, or permit such
     personal interests as he may have to interfere with the performance of his
     duties hereunder.  Notwithstanding the foregoing, Employee may participate
     in industry, civic and charitable activities so long as such activities do
     not materially interfere with the performance of his duties hereunder.
     Further, Employee may engage in passive investments so long as the same are
     passive, are not inconsistent with Employee's duties hereunder and do not
     involve the development, ownership, management or provision of credit and
     debit card processing and settlement services, including the related
     products and services of automatic teller machines and check guarantee
     services.  Employee's rights to make certain investments hereunder are in
     addition to and not in degradation of investments of less than 5% in a
     corporation as described in Section 12(a).

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

         (a)  Employee's annual salary during the term of his Employment shall
     be Five Hundred Forty Thousand and No/100 Dollars ($540,000) ("Base
     Salary"), with such increases (each, a "Merit Increase") as may from time
     to time be deemed appropriate by the Compensation Committee of NOVA's Board
     of Directors (the "Compensation Committee"); provided, however, that so
     long as this Agreement remains in effect, Employee's Base Salary shall be
     reviewed annually by the Compensation Committee at the beginning of each
     fiscal year. The Base Salary shall be paid by NOVA monthly in arrears or in
     accordance with NOVA's regular payroll practice. As used herein, the term
     "Base Salary" shall be deemed to include any Merit Increases granted to
     Employee.

         (b)  In addition to the Base Salary, Employee shall be eligible to
     receive annual bonus compensation pursuant to the schedule set forth as
     Exhibit A ("Bonus Compensation").  Upon written request and subject to the
     ---------
     terms and conditions set forth in this Section 2(b), Employee shall be
     entitled to elect to receive all or part of any Bonus Compensation payable
     to Employee in shares of NOVA common stock, par value $.01 per share ("NOVA
     Stock"), valued on the basis of the closing price of NOVA Stock on the New
     York Stock Exchange on the date of Employee's request (or if such date is
     not a trading day, on the immediately preceding trading day), and any such
     grant shall be granted as restricted stock under the 1996 Plan (or any
     successor plan) without restriction; provided, however, that NOVA shall not
                                          --------  -------
     be obligated to comply with Employee's request if (i) NOVA does not have
     shares of NOVA Stock available for issuance or (ii) the issuance of NOVA
     Stock to Employee would be impracticable or impede, in any respect, NOVA's
     ongoing business operations.

         (c)  Employee shall be eligible annually to receive restricted stock
     awards of shares of NOVA Common Stock or stock options under the NOVA
     Corporation 1996 Employees Stock Incentive Plan (the "1996 Plan ") or any
     successor plan.  The amount of shares of restricted stock or options to be
     granted each year shall be determined by the Compensation Committee.

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

     3.  Benefits.  During the term of Employee's employment, and for such time
thereafter as may be required by Section 8 hereof, NOVA shall provide to
Employee the following benefits:

                                       2
<PAGE>

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

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

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

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

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

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

         (g)  Terms and Provisions of Plans.  NOVA agrees that it shall not take
              -----------------------------
     action (during the term of this Agreement or the "Election Period," as
     defined in Section 8(a)) to modify the terms and provisions of any such
     plan or arrangement so as to exclude only Employee and/or his dependents,
     either by excluding Employee and/or his dependents explicitly by name or by
     modifying provisions generally applicable to all employees and dependents
     so that only Employee and/or his dependents would ever possibly be
     affected.

         (h)  Vesting of Rights Upon Change In Control.  Upon the occurrence of
              ----------------------------------------
     a "Change in Control" (as defined in Section 8(h)) during the term of this
     Agreement, and regardless of whether Employee terminates this Agreement
     following such Change in Control, and notwithstanding any provision to the
     contrary in any other agreement or document (including NOVA's applicable
     plan documents), all stock options, restricted stock, and other similar
     rights that have been granted to Employee and are not vested on the date of
     such Change in Control, as well as any balance under the NOVA Corporation
     Deferred Compensation Plan (the "Deferred Compensation Plan") that is not
     vested on the date of occurrence of such an event, shall become vested and
     exercisable immediately (collectively, the "Vested Rights") and as provided
     under the applicable plan or agreement, Employee shall have the continuing
     right to exercise any or all of the Vested Rights until such rights expire
     in accordance with their original terms (without regard to any provision
     thereof requiring earlier expiration upon termination of employment).

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

                                       3
<PAGE>

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

     6.  Service on the Board of Directors.  During the term of Employee's
Employment, Employee shall serve as Chairman of NOVA's Board of Directors.

     7.  Term and Termination of Employment.

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

         (b)  Employee's Employment shall terminate immediately upon the
     discharge of Employee by NOVA for "Cause."  For the purposes of this
     Agreement, the term "Cause," when used with respect to termination by NOVA
     of Employee's Employment hereunder, shall mean termination as a result of:
     (i) Employee's material violation of the covenants set forth in Section 11
     or 12, (ii) Employee's willful, intentional, or grossly negligent failure
     to perform his duties under this Agreement diligently and in accordance
     with the directions of NOVA; (iii) Employee's willful, intentional, or
     grossly negligent failure to comply with the good faith decisions or
     policies of NOVA; or (iv) final conviction of Employee of a felony
     materially adversely affecting NOVA; provided, however, that in the event
                                          --------  -------
     NOVA desires to terminate Employee's Employment pursuant to subsections
     (i), (ii), or (iii) of this Section 7(b), NOVA shall first give Employee
     written notice of such intent, detailed and specific description of the
     reasons and basis therefor, and thirty (30) days to remedy or cure such
     perceived breach or deficiency (the "Cure Period"); provided, however, that
                                                         --------  -------
     with respect only to a breach that it is not possible to cure within such
     thirty (30) day period, so long as Employee is diligently using his best
     efforts to cure such breach or deficiency within such period and
     thereafter, the Cure Period shall be automatically extended for an
     additional period of time (not to exceed sixty (60) additional days) to
     enable Employee to cure such breach or deficiency, provided, further, that
                                                        --------  -------
     Employee continues to diligently use his best efforts to cure such breach
     or deficiency.  If Employee does not cure the perceived breach or
     deficiency within the Cure Period, NOVA may discharge Employee immediately
     upon written notice to Employee.  If NOVA desires to terminate Employee's
     Employment pursuant to subsection (iv) of this Section 7(b), NOVA shall
     first give Employee three (3) days prior written notice of such intent.

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

         (d)  Employee's Employment shall terminate immediately upon ninety (90)
     days prior written notice to Employee if Employee shall at any time be
     incapacitated by reason of physical or mental illness or otherwise become
     incapable of performing the duties under this Agreement for a continuous
     period of one hundred eighty (180) consecutive days; provided, however, to
                                                          --------  -------
     the extent NOVA could, with reasonable accommodation and without undue
     hardship, continue to employ Employee in some other capacity after such one
     hundred eighty (180) day period, NOVA shall, to the extent required by the
     Americans With Disabilities Act, offer to do so, and, if such offer is
     accepted by Employee, Employee shall be compensated accordingly.

         (e)  Employee may terminate this Agreement, upon thirty (30) days prior
     written notice to NOVA (the "Notice Period"), in the event (i) there is a
     material diminution in Employee's duties and responsibilities, or such
     duties and responsibilities are otherwise diminished such that they no
     longer reflect duties and responsibilities customary for a Chairman,
     President and Chief Executive Officer of a publicly-traded company;  (ii)
     Employee is required to relocate to an office that is more than

                                       4
<PAGE>

     thirty-five (35) miles from Employee's current office located at One
     Concourse Parkway, Suite 300, Atlanta, Georgia 30328; (iii) there is a
     reduction in Employee's Base Salary payable under Section 2, a materially
     adverse change in the terms of Exhibit A attached hereto or a material
                                    ---------
     reduction in benefits provided to Employee under Section 3 (whether
     occurring at once or over a period of time); or (iv) NOVA materially
     breaches this Agreement, (each of (i), (ii), (iii) and (iv) being referred
     to as a "Responsibilities Breach"), and NOVA fails to cure said
     Responsibilities Breach within the Notice Period; provided, however, that
                                                       --------  -------
     with respect only to breaches that it is not possible to cure within the
     Notice Period, so long as NOVA is diligently using its best efforts to cure
     such breaches within such Notice Period, the Notice Period shall be
     automatically extended for an additional period of time (not to exceed
     sixty (60) additional days) to enable NOVA to cure such breaches, provided,
                                                                       --------
     further, that NOVA continues to diligently use its best efforts to cure
     -------
     such breaches. Notwithstanding anything to the contrary in this Section
     7(e), the Notice Period for failure to pay compensation shall be five (5)
     days.

         (f)  This Agreement shall automatically renew for successive three (3)
     year terms (each a "Renewal Term") unless either party hereto gives the
     other party hereto written notice of its or his intent not to renew this
     Agreement no later than ninety (90) days prior to the date the Initial
     Term, or the then-current Renewal Term, is scheduled to expire.  Employee's
     Employment shall terminate upon termination or expiration of this
     Agreement.

         (g)  NOVA may terminate this Agreement at any time, without cause, upon
     ninety (90) days prior written notice to Employee.

         (h)  Employee may terminate this Agreement at any time, without cause,
     upon ninety (90) days prior written notice to NOVA.

         (i)  Other than as specifically provided in and in strict compliance
     with this Section 7, this Agreement and/or Employee's Employment may not be
     terminated.

     8.  Termination Payments.

         (a)  Upon (1) the termination of Employee's Employment by Employer
     pursuant to Section 7(g) or (2) the termination or expiration of this
     Agreement, for whatever reason, provided that in the case of this
                                     --------
     subsection (2), the earlier of (x) such termination or expiration or (y)
     notice of such termination or non-renewal occurs within three years after a
     Change in Control (the effective date of such termination or expiration
     being referred to as the "Termination Date"), Employee shall receive the
     payments and benefits set forth below.

              (i)   NOVA shall pay Employee accrued but unpaid Base Salary
          through the Termination Date, Bonus Compensation due and owing to
          Employee (as further set forth in Section 8(d)) and any other benefits
          required to be provided to Employee and his dependents under contract
          and applicable law.

              (ii)  NOVA shall pay Employee in cash an amount equal to his
          "Annual Compensation" (as defined in Section 8(h)(ii)) multiplied by
          three (3), which amount will be paid in one lump sum within fifteen
          (15) days of the Termination Date.

              (iii) All stock options, restricted stock, and other similar
          rights, including any Deferred Compensation Plan balance that is not
          vested on the Termination Date, that have been granted to Employee
          shall become vested and exercisable immediately, and as provided under
          the applicable plan or agreement, Employee shall have the continuing
          right to exercise such rights

                                       5
<PAGE>

          until such rights expire in accordance with their original terms
          (without regard to any provision thereof requiring earlier expiration
          upon termination of employment).

              (iv)  Until the earlier to occur of: (x) the date which is three
          (3) years after the Termination Date, or (y) Employee's accepting
          employment with another employer or otherwise obtaining coverage (the
          "Election Period"), NOVA shall use commercially reasonable efforts to
          provide to Employee and his dependents the coverage for the benefits
          described in Sections 3(a), (b) and (c).

              (v)   To the extent required, NOVA shall pay to Employee the
          "Gross-Up Payment" as set forth in Section 8(g).

         (b)  Upon termination of Employee's Employment or the termination or
     expiration of this Agreement, which termination or expiration occurs: (1)
     as a result of Employee terminating this Agreement pursuant to Section
     7(e), (2) this Agreement being terminated pursuant to Section 7(c) or 7(d),
     or (3) this Agreement not being renewed by NOVA, and which termination or
                                                      ---
     expiration is not covered by Section 8(a) hereof (the effective date of
     such termination or expiration being referred to herein as the "Termination
     Date"), Employee shall receive the payments and benefits set forth below.

              (i)   NOVA shall pay Employee accrued but unpaid Base Salary
          through the Termination Date, Bonus Compensation due and owing to
          Employee (as further set forth in Section 8(e)) and any other benefits
          required to be provided to Employee and his dependents under contract
          and applicable law.

              (ii)  NOVA shall pay Employee in cash an amount equal to his
          Annual Compensation multiplied by three (3), which amount will be paid
          in twenty-four (24) equal monthly installments beginning on the first
          day of the calendar month following the calendar month in which the
          Termination Date occurs.

              (iii) All stock options, restricted stock, and other similar
          rights, including any Deferred Compensation Plan balance that is not
          vested on the Termination Date, that have been granted to Employee
          shall become vested and exercisable immediately, and as provided under
          the applicable plan or agreement, Employee shall have the continuing
          right to exercise such rights until such rights expire in accordance
          with their original terms (without regard to any provision thereof
          requiring earlier expiration upon termination of employment).

              (iv)  For the duration of the Election Period, NOVA shall use
          commercially reasonable efforts to provide to Employee and his
          dependents the coverage for the benefits described in Sections 3(a),
          (b) and (c).

          (c) Upon termination of Employee's Employment or the termination or
     expiration of this Agreement, which termination or expiration occurs: (1)
     as a result of NOVA terminating this Agreement pursuant to Section 7(b),
     (2) as a result of this Agreement not being renewed by Employee, or (3) as
     a result of Employee terminating this Agreement pursuant to Section 7(h),
     and which termination or expiration is not covered by Sections 8(a) or
     ---
     8(b)(the effective date of such termination or expiration being referred to
     herein as the "Termination Date"), Employee shall receive the payments and
     benefits set forth below.

              (i)   NOVA shall pay Employee accrued but unpaid Base Salary
          through the Termination Date, Bonus Compensation due and owing to
          Employee (as further set forth in Section 8(d))

                                       6
<PAGE>

          and any other benefits required to be provided to Employee and his
          dependents under contract and applicable law.

              (ii)  NOVA shall pay Employee in cash an amount equal to his
          "Termination Base Salary" (as defined herein) in twelve (12) equal
          monthly installments beginning on the first day of the calendar month
          following the calendar month in which the Termination Date occurs.
          "Termination Base Salary" shall be the greater of the Employee's Base
          Salary in effect on the Termination Date or the greatest Base Salary
          in effect during the calendar year immediately prior to the calendar
          year in which the Termination Date occurs.

              (iii) To the extent that Employee and/or any of his dependents is
          eligible to, and timely elects to, receive continuation coverage under
          any group health plan providing medical, dental, vision, prescription
          drug, wellness or other health care or medical coverage which is
          subject to the provisions of part 6 of Title I of ERISA ("COBRA"),
          NOVA shall timely pay any premiums required for such coverage.  This
          payment of premiums by NOVA is not intended to alter in any way the
          provisions of any group health plan of NOVA, and all time limits,
          effects of subsequent coverage and all other relevant provisions of
          any such plan remain unchanged and shall control Employee's (and his
          dependents') entitlement to coverage or benefits under such plan.

          (d) For the purposes of payments to be made under this Section 8:

              (i)   Any accrued but unpaid Base Salary shall be paid to Employee
          within five (5) business days of the Termination Date.

              (ii)  For purposes of calculating Bonus Compensation due and owing
          to Employee:

                    (A)  Regardless of the reason for termination or expiration
               of this Agreement, in the event that Bonus Compensation for the
               calendar year preceding the calendar year in which the
                             ---------
               Termination Date occurs has not been paid by the Termination
               Date, such Bonus Compensation shall be paid to Employee
               concurrently with NOVA's payment of Bonus Compensation generally
               for such calendar year.

                    (B)  In the case of a termination or expiration of this
               Agreement governed by Sections 8(a) or 8(b) hereof, Employee
               shall receive an amount of Bonus Compensation for the calendar
               year in which the Termination Date occurs equal to (x) the amount
               of Bonus Compensation which Employee would have been entitled to
               receive had termination or expiration not occurred in such
                                                     ---
               calendar year multiplied by (y) a fraction, the numerator of
               which is the number of days beginning on January 1/st/ of the
               calendar year in which the Termination Date occurs and ending on
               the Termination Date, and the denominator of which is 365.  This
               payment shall be paid to Employee concurrently with NOVA's
               payment of Bonus Compensation generally for such calendar year.

                    (C)  In the case of a termination or expiration of this
               Agreement governed by Section 8(c) hereof, Employee shall not
               receive any Bonus Compensation for the calendar year in which the
               Termination Date occurs.

              (iii) For purposes of calculating the amount of payments made
          using the Annual Compensation formula, NOVA shall initially compute
          the Annual Compensation under Section 8(h)(ii)(B) using the Prior
          Bonus Amount. However, in the event the Current Bonus Amount, when
          awarded, exceeds the Prior Bonus Amount, then NOVA will pay the
          difference

                                       7
<PAGE>

          to Employee, either in equal amounts over the remainder of the term
          over which such payments are to be made, or in one lump sum, as the
          case may be.

          (e) Following the termination or expiration of this Agreement,
     Employee shall be bound by the covenants not to solicit or compete set
     forth in Section 12 hereof as set forth below.

              (i)   In the event of a termination or expiration of this
          Agreement which is governed by Sections 8(a) or 8(b) hereof, Employee
          shall comply with the covenants not to solicit or compete set forth in
          Section 12 hereof for a period of two (2) years immediately following
          the Termination Date.

              (ii)  In the event of a termination or expiration of this
          Agreement which is governed by Section 8(c) hereof, Employee shall
          comply with the covenants not to solicit or compete set forth in
          Section 12 hereof for a period of one (1) year immediately following
          the Termination Date; provided, however, that if within ninety (90)
                                --------  -------
          days after the Termination Date, NOVA provides Employee with written
          notice of such election (the "Extension Notice"), Employee shall
          comply with the covenants not to solicit or compete set forth in
          Section 12 below for a period of two (2) years immediately following
          the Termination Date. In the event that NOVA provides Employee with
          the Extension Notice in the time provided, and in addition to the
          payment to be made pursuant to Section 8(c)(ii) hereof, NOVA shall pay
          Employee in cash an amount equal to his Annual Compensation, which
          shall be paid in twelve (12) equal monthly installments beginning on
          the first day of the calendar month following the calendar month of
          the final payment to be made pursuant to Section 8(c)(ii), above.

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

          (g) Gross-Up Payment.
              ----------------

              (i)   Anything in this Agreement to the contrary notwithstanding,
     in the event it shall be determined that any payment or distribution by or
     on behalf of NOVA to or for the benefit of Employee as a result of a
     "Change in Control" or as otherwise payable under Sections 3(h) or 8(a)
     (whether paid or payable or distributed or distributable pursuant to the
     terms of this Agreement or otherwise, but determined without regard to any
     additional payments required under this Section 8(g) (a "Payment")) would
     be subject to the excise tax imposed by Section 4999 of the Internal
     Revenue Code of 1986, as amended (the "Code"), or any interest or penalties
     are incurred by Employee with respect to such excise tax (such excise tax,
     together with any such interest and penalties, are hereinafter collectively
     referred to as the "Excise Tax"), then Employee shall be entitled to
     receive an additional payment (a "Gross-Up Payment") in an amount such
     that, after payment by Employee of all taxes upon the Gross-Up Payment
     (such taxes including, without limitation, any income taxes and Excise Tax
     imposed upon the Gross-Up Payment, and any interest or penalties imposed
     with respect to such taxes), Employee retains an amount of the Gross-Up
     Payment equal to the Excise Tax imposed upon the Payment.

              (ii)  Subject to the provisions of Section 8(g)(iii), all
          determinations required to be made under this Section 8, including
          whether and when a Gross-Up Payment is required and the amount of such
          Gross-Up Payment and the assumptions to be utilized in arriving at
          such determination, shall be made by a nationally recognized
          accounting firm or law firm selected by Employee and reasonably
          acceptable to NOVA (the "Tax Firm"); provided, however, that the Tax
                                               --------  -------
          Firm shall not determine that no Excise Tax is payable by Employee
          unless it delivers to Employee a written opinion (the "Accounting
          Opinion") that failure to pay the Excise Tax

                                       8
<PAGE>

          and to report the Excise Tax and the payments potentially subject
          thereto on or with Employee's applicable federal income tax return
          will not result in the imposition of an accuracy-related or other
          penalty on Employee. All fees and expenses of the Tax Firm shall be
          borne solely by NOVA. Within 15 business days of the receipt of notice
          from Employee that there has been a Payment, the Tax Firm shall make
          all determinations required under this Section 8, shall provide to
          NOVA and Employee a written report setting forth such determinations,
          together with detailed supporting calculations, and, if the Tax Firm
          determines that no Excise Tax is payable, shall deliver the Accounting
          Opinion to Employee. Any Gross-Up Payment, as determined pursuant to
          this Section 8, shall be paid by NOVA to Employee within fifteen days
          of the receipt of the Tax Firm's determination. Subject to the
          remainder of this Section, any determination by the Tax Firm shall be
          binding upon NOVA and Employee; provided, however, that Employee shall
          only be bound to the extent that the determinations of the Tax Firm
          hereunder, including the determinations made in the Accounting
          Opinion, are reasonable and reasonably supported by applicable law. As
          a result of the uncertainty in the application of Section 4999 of the
          Code at the time of the initial determination by the Tax Firm
          hereunder, it is possible that Gross-Up Payments which will not have
          been made by NOVA should have been made ("Underpayment"), consistent
          with the calculations required to be made hereunder. In the event that
          it is ultimately determined in accordance with the procedures set
          forth in Section 8(g)(iii) that Employee is required to make a payment
          of any Excise Tax, the Tax Firm shall reasonably determine the amount
          of the Underpayment that has occurred and any such Underpayment shall
          be promptly paid by NOVA to or for the benefit of Employee. In
          determining the reasonableness of Tax Firm's determinations hereunder,
          and the effect thereof, NOVA and Employee shall be provided a
          reasonable opportunity to review such determinations with Tax Firm and
          their respective tax counsel, if separate from the Tax Firm. Tax
          Firm's determinations hereunder, and the Accounting Opinion, shall not
          be deemed reasonable until Employee's reasonable objections and
          comments thereto have been satisfactorily accommodated by Tax Firm.

              (iii) Employee shall notify NOVA in writing of any claims by the
          Internal Revenue Service that, if successful, would require the
          payment by NOVA of the Gross-Up Payment. Such notification shall be
          given as soon as practicable, but no later than 30 calendar days after
          Employee actually receives notice in writing of such claim, and shall
          apprise NOVA of the nature of such claim and the date on which such
          claim is requested to be paid; provided, however, that the failure of
                                         --------  -------
          Employee to notify NOVA of such claim (or to provide any required
          information with respect thereto) shall not affect any rights granted
          to Employee under this Section except to the extent that NOVA is
          materially prejudiced in the defense of such claim as a direct result
          of such failure.  Employee shall not pay such claim prior to the
          expiration of the thirty (30) day period following the date on which
          he gives such notice to NOVA (or such shorter period ending on the
          date that any payment of taxes with respect to such claim is due).  If
          NOVA notifies Employee in writing prior to the expiration of such
          period that it desires to contest such claim, Employee shall do all of
          the following:

                    (A)  give NOVA any information reasonably requested by NOVA
                         relating to such claim;

                    (B)  take such action in connection with contesting such
                         claim as NOVA shall reasonably request in writing from
                         time to time, including, without limitation, accepting
                         legal representation with respect to such claim by an
                         attorney selected by NOVA and reasonably acceptable to
                         Employee;

                    (C)  cooperate with NOVA in good faith in order effectively
                         to contest such claim;

                                       9
<PAGE>

                    (D)  if NOVA elects not to assume and control the defense of
                         such claim, permit NOVA to participate in any
                         proceedings relating to such claim; provided, however,
                         that NOVA shall bear and pay directly all costs and
                         expenses (including additional interest and penalties)
                         incurred in connection with such contest and shall
                         indemnify and hold Employee harmless, on an after-tax
                         basis, for any Excise Tax or income tax (including
                         interest and penalties with respect thereto) imposed as
                         a result of such representation and payment of costs
                         and expenses.  Without limiting the foregoing
                         provisions of this Section 8, NOVA shall have the
                         right, at its sole option, to assume the defense of and
                         control all proceedings in connection with such
                         contest, in which case it may pursue or forego any and
                         all administrative appeals, proceedings, hearings and
                         conferences with the taxing authority in respect of
                         such claim and may either direct Employee to pay the
                         tax claimed and sue for a refund or contest the claim
                         in any permissible manner, and Employee agrees to
                         prosecute such contest to a determination before any
                         administrative tribunal, in a court of initial
                         jurisdiction and in one or more appellate courts, as
                         NOVA shall determine; provided, however, that if NOVA
                                               --------  -------
                         directs Employee to pay such claim and sue for a
                         refund, NOVA shall advance the amount of such payment
                         to Employee, on an interest-free basis and shall
                         indemnify and hold Employee harmless, on an after-tax
                         basis, from any Excise Tax or income tax (including
                         interest or penalties with respect thereto) imposed
                         with respect to such advance or with respect to any
                         imputed income with respect to such advance; and
                         further provided that any extension of the statute of
                         limitations relating to payment of taxes for the
                         taxable year of Employee with respect to which such
                         contested amount is claimed to be due is limited solely
                         to such contested amount.  Furthermore, NOVA's right to
                         assume the defense of and control the contest shall be
                         limited to issues with respect to which a Gross-Up
                         Payment would be payable hereunder and Employee shall
                         be entitled to settle or contest, as the case may be,
                         any other issue raised by the Internal Revenue Service
                         or any other taxing authority.

                    (iv) If, after the receipt by Employee of an amount advanced
               by NOVA pursuant to this Section 8(g), Employee becomes entitled
               to receive any refund with respect to such claim, Employee shall
               (subject to NOVA's complying with the requirements of Section
               8(g)(iii)) promptly pay to NOVA the amount of such refund
               (together with any interest paid or credited thereon after taxes
               applicable thereto).  If, after the receipt by Employee of an
               amount advanced by NOVA pursuant to Section 8(g)(iii), a
               determination is made that Employee is not entitled to a refund
               with respect to such claim and NOVA does not notify Employee in
               writing of its intent to contest such denial of refund prior to
               the expiration of 30 days after such determination, then such
               advance shall, to the extent of such denial, be forgiven and
               shall not be required to be repaid and the amount of forgiven
               advance shall offset, to the extent thereof, the amount of Gross-
               Up Payment required to be paid.

               (h)  For purposes of this Agreement, the following terms shall be
                    defined as follows:
                    (i)  "Change in Control" shall mean:

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

                                       10
<PAGE>

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

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

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

                   (ii)  "Annual Compensation" means the sum of the following
                         amounts:

                         (A)  the greater of Employee's Base Salary in effect on
                              the Termination Date, or the greatest Base Salary
                              in effect during the calendar year immediately
                              prior to the calendar year in which the
                              Termination Date occurs; and

                         (B)  the greater of the Bonus Compensation which
                              Employee would have received for the calendar year
                              in which the Termination Date occurs had
                              Employee's Employment not been terminated (the
                              "Current Bonus Amount"), or such Bonus
                              Compensation for the calendar year immediately
                              prior to the calendar year in which the
                              Termination Date occurs (the "Prior  Bonus
                              Amount"); provided, however, in no event shall the
                              Bonus Compensation be less than $420,000 for
                              purposes of calculating Employee's Annual
                              Compensation.  For purposes of calculating
                              Employee's Annual Compensation only, Employee
                              shall be deemed to have met all conditions,
                              including employment conditions, necessary for the
                              receipt of the Current Bonus Amount.

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

                                       11
<PAGE>

     9.  Products, Notes, Records and Software.  Employee acknowledges and
agrees that all memoranda, notes, records and other documents and computer
software created, developed, compiled, or used by Employee or made available to
him during the term of his Employment concerning or relative to the Business,
including, without limitation, all customer data, billing information, service
data, and other technical material of NOVA is and shall be NOVA's property.
Employee agrees to deliver all such materials to NOVA thirty (30) days after
Employee receives a written request therefor from NOVA.  Employee further agrees
not to use such materials for any reason after said termination.

     10. Arbitration.

         (a)   NOVA and Employee acknowledge and agree (except as specifically
     set forth in Section 10(d)) that any claim or controversy arising out of or
     relating to this Agreement shall be settled by binding arbitration in
     Atlanta, Georgia, in accordance with the National Rules of the American
     Arbitration Association for the Resolution of Employment Disputes in effect
     on the date of the event giving rise to the claim or controversy.   NOVA
     and Employee further acknowledge and agree that either party must request
     arbitration of any claim or controversy within one (1) year of the date of
     the event giving rise to the claim or controversy by giving written notice
     of the party's request for arbitration.  Failure to give notice of any
     claim or controversy within one (1) year of the event giving rise to the
     claim or controversy shall constitute waiver of the claim or controversy.

         (b)   All claims or controversies subject to arbitration pursuant to
     Section 10(a) above shall be submitted to arbitration within six (6) months
     from the date that a written notice of request for arbitration is
     effective.  All claims or controversies shall be resolved by a panel of
     three arbitrators who are licensed to practice law in the State of Georgia
     and who are experienced in the arbitration of labor and employment
     disputes.  These arbitrators shall be selected in accordance with the
     National Rules of the American Arbitration Association for the Resolution
     of Employment Disputes in effect at the time the claim or controversy
     arises.  Either party may request that the arbitration proceeding be
     stenographically recorded by a Certified Shorthand Reporter.  The
     arbitrators shall issue a written decision with respect to all claims or
     controversies within thirty (30) days from the date the claims or
     controversies are submitted to arbitration.  The parties shall be entitled
     to be represented by legal counsel at any arbitration proceedings.

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

         (d)   Notwithstanding the arbitration provisions set forth herein,
     Employee and NOVA acknowledge and agree that nothing in this Agreement
     shall be construed to require the arbitration of any claim or controversy
     arising under Sections 11 and 12 of this Agreement, nor shall such
     provisions prevent NOVA from seeking equitable relief from a court of
     competent jurisdiction for violations of Sections 11 and 12 of this
     Agreement.  These provisions shall be enforceable by any court of competent
     jurisdiction and shall not be subject to arbitration except by mutual
     written consent of the parties signed after the dispute arises, any such
     consent, and the terms and conditions thereof, then becoming binding on the
     parties.  Employee and NOVA further acknowledge and agree that nothing in
     this Agreement shall be construed to require arbitration of any claim for
     workers' compensation or unemployment compensation.

     11. Nondisclosure.

                                       12
<PAGE>

         (a)   NOVA Confidential Information.  Employee acknowledges and agrees
               -----------------------------
     that because of his Employment, he will have access to proprietary
     information of NOVA concerning or relative to the Business (collectively,
     "NOVA Confidential Information") which includes, without limitation,
     technical material of  NOVA, sales and marketing information, customer
     account records, billing information, training and operations information,
     materials and memoranda, personnel records, pricing and financial
     information relating to the business, accounts, customers, prospective
     customers, employees and affairs of NOVA, and any information marked
     "Confidential" by  NOVA. Employee acknowledges and agrees that NOVA
     Confidential Information is and shall be NOVA's property.  Employee agrees
     that during the term of his Employment, Employee shall keep NOVA
     Confidential Information confidential, and Employee shall not use NOVA
     Confidential Information for any reason other than on behalf of NOVA
     pursuant to, and in strict compliance with, the terms of this Agreement.
     Provided that NOVA complies with its obligations set forth in Section 8,
     Employee further agrees that, for a period beginning on the Termination
     Date and ending two (2) years thereafter, Employee shall continue to keep
     NOVA Confidential Information confidential, and Employee shall not use NOVA
     Confidential Information for any reason or in any manner.

          (b)  Notwithstanding the foregoing, Employee shall not be subject to
     the restrictions set forth in subsection (a) of this Section 11 with
     respect to information which:

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

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

               (iii) is required by law to be disclosed.

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

     12. Covenants Not to Solicit or Compete.  Employee acknowledges and agrees
that, because of his Employment, he does and will continue to have access to
confidential or proprietary information concerning merchants, associate banks
and ISOs of NOVA and shall have established relationships with such merchants,
associate banks and ISOs as well as with the vendors, consultants, and suppliers
used to service such merchants, associate banks and ISOs.  Employee agrees that
during the term of his Employment and continuing thereafter for the period
specified in Section 8(e) (provided NOVA complies with its obligations set forth
in Section 8 hereof), except as permitted or contemplated by this Agreement,
Employee shall not, directly or indirectly, either individually, in partnership,
jointly, or in conjunction with, or on behalf of, any person, firm, partnership,
corporation, or unincorporated association or entity of any kind:

         (a)   obtain any interest (except as a shareholder holding less than
     five percent (5%) interest in a corporation) in any person, firm,
     partnership, corporation, or unincorporated association of any kind which
     provides credit card or debit card transaction processing services within
     the Territory;

         (b)   provide managerial, executive, advisory, consulting, sales or
     marketing services relating to credit card or debit card transaction
     processing to any person, firm, partnership, corporation, or

                                       13
<PAGE>

     unincorporated association of any kind which provides credit card or debit
     card transaction processing services within the Territory;

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

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

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

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

     14. Remedy for Breach.  Employee acknowledges and agrees that his breach of
any of the covenants contained in Sections 9, 11, 12 and 13 of this Agreement
would cause irreparable injury to NOVA and that remedies at law of NOVA for any
actual or threatened breach by Employee of such covenants would be inadequate
and that NOVA shall be entitled to specific performance of the covenants in such
sections or injunctive relief against activities in violation of such sections,
or both, by temporary or permanent injunction or other appropriate judicial
remedy, writ or order, without the necessity of proving actual damages.  This
provision with respect to injunctive relief shall not diminish the right of NOVA
to claim and recover damages against Employee for any breach of this Agreement
in addition to injunctive relief.  Employee acknowledges and agrees that,
subject to NOVA's compliance with the provisions of Section 8 hereof, the
covenants contained in Sections 9, 11, 12 and 13 of this Agreement shall be
construed as agreements independent of any other provision of this or any other
contract between the parties hereto, and that the existence of any claim or
cause of action by Employee against NOVA, whether predicated upon this or any
other contract, shall not constitute a defense to the enforcement by NOVA  of
said covenants.

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

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

                                       14
<PAGE>

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

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

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

     16. Invalidity of Any Provision.  It is the intention of the parties hereto
that the provisions of this Agreement shall be enforced to the fullest extent
permissible under the laws and public policies of each state and jurisdiction in
which such enforcement is sought, but that the unenforceability (or the
modification to conform with such laws or public policies) of any provision
hereof shall not render unenforceable or impair the remainder of this Agreement
which shall be deemed amended to delete or modify, as necessary, the invalid or
unenforceable provisions.  The parties further agree to alter the balance of
this Agreement in order to render the same valid and enforceable.  The terms of
the non-competition provisions of this Agreement shall be deemed modified to the
extent necessary to be enforceable and, specifically, without limiting the
foregoing, if the term of the non-competition is too long to be enforceable, it
shall be modified to encompass the longest term which is enforceable and, if the
scope of the geographic area of non-competition is too great to be enforceable,
it shall be modified to encompass the greatest area that is enforceable.  The
parties further agree to submit any issues regarding such modification to a
court of competent jurisdiction if they are unable to agree and further agree
that if said court declines to so amend or modify this Agreement, the parties
will submit the issue of amendment or modification of the non-competition
covenants in this Agreement to binding arbitration in accordance with Section 10
hereof.

     17. Full Settlement and Legal Expenses.  NOVA's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counter-claim, recoupment,
defense or other claim, right or action which NOVA may have, or claim to have,
against the Employee or others.  In no event shall the Employee be obligated to
seek other employment or take any other action by way of mitigation of the
amounts payable to the Employee under any of the provisions of this Agreement.
NOVA agrees to pay, to the full extent permitted by law, all legal fees and
expenses which the Employee may reasonably incur as a result of any legitimate,
non-frivolous contest (regardless of the outcome thereof) by NOVA or others of
the validity or enforceability of, or liability under, any provision of this
Agreement or any guarantee of performance thereof (including as a result of any
legitimate, non-frivolous contest by the Employee concerning the amount of any
payment pursuant to Section 8 of this Agreement), plus in each case interest at
the applicable federal rate provided for in Section 7872(f)(2) of the Code.
NOVA will not be bound to pay any legal fees or expenses arising out of
baseless, meritless or frivolous contests brought hereunder by Employee or
others. A contest will be deemed baseless, meritless and/or frivolous if a court
or other arbiter assesses penalties or sanctions for bringing said contest, or a
court or other arbiter dismisses said contest for failure to state a colorable
claim.

     18. Applicable Law.  This Agreement shall be construed and enforced in
accordance with the laws of the State of Georgia.

     19. Waiver of Breach.  The waiver by NOVA of a breach of any provision of
this Agreement by Employee shall not operate or be construed as a waiver of any
subsequent breach by Employee.

     20. Successors and Assigns.  This Agreement shall inure to the benefit of
NOVA, its subsidiaries and affiliates, and their respective successors and
assigns.  This Agreement is not assignable by Employee or by NOVA, except that
NOVA may assign its rights (but not its obligations) under this Agreement to any

                                       15
<PAGE>

affiliated or subsidiary corporation, and NOVA may assign this Agreement to any
successor to NOVA in any reorganization, merger or consolidation, or transfer of
all or substantially all of NOVA's business or properties.

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

         (i)   If to Employee, to:

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

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

               Edward Grzedzinski
               695 Peace Creek Trace
               Alpharetta, Georgia 30005

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

               Troutman Sanders LLP
               5200 NationsBank Plaza
               600 Peachtree Street
               Atlanta, Georgia 30308
               Attention:  James L. Smith, III, Esq.

          (ii) If to NOVA, to:

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

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

               Long Aldridge & Norman LLP
               SunTrust Plaza
               303 Peachtree Street
               Suite 5300
               Atlanta, Georgia 30308
               Attention:  David M. Ivey, Esq.

     22.  Entire Agreement.  This Agreement contains the entire agreement of the
parties, and supersedes all other prior negotiations, commitments, agreements
and understandings (written or oral) between the parties with respect to the
subject matter hereof, including but not limited to the 1995 Agreement,

                                       16
<PAGE>

which is hereby terminated. It may not be changed orally but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, extension, or discharge is sought.

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

     24.  Survival. The provisions of Sections 8, 9, 10, 11, 12, 13, 14, 15, 16,
17, 18, 21 and 23 shall survive termination of Employee's Employment and
termination of this Agreement.

     25.  Withholding; No Offset. All payments required to be made by NOVA under
this Agreement will be subject to the withholding of such amounts, if any,
relating to federal, state and local taxes as may be required by law. No payment
under this Agreement will be subject to offset or reduction attributable to any
amount Employee may owe to NOVA or any other person, as permitted by law.
Nothing in this Section shall be construed to reduce Employee's right to the
payments described in Section 8(g).

                        (Signatures Begin on Next Page)

                                       17
<PAGE>

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

                                        "EMPLOYEE":

                                        By: /s/ Edward Grzedzinski
                                           ------------------------------
                                           Edward Grzedzinski



                                        "NOVA":

                                        NOVA Corporation


                                        By: /s/ Cherie M. Fuzzell
                                           ------------------------------
                                           Name: Cherie M. Fuzzell
                                           ------------------------------
                                           Title: EVP & General Counsel
                                           ------------------------------

                                                  [CORPORATE SEAL]


                                       18
<PAGE>

                                   EXHIBIT A
                                   ---------

                    Annual Incentive Compensation Schedule


 .  The "Target Amount" for each calendar year's Bonus Compensation shall be
   equal to Employee's Base Salary for such calendar year.

 .  The amount of Bonus Compensation paid to Employee for any calendar year shall
   range from 50% - 150% of the "Target Amount," based upon NOVA's achievement
   of specific net income objectives and other financial and non-financial
   objectives mutually agreed upon by Employee and the Compensation Committee
   with respect to such calendar year; provided, however, that if NOVA's
                                       --------  -------
   performance in such calendar year is extraordinarily above expectations, the
   Compensation Committee may award more than 150% of the Target Amount for such
   calendar year; similarly, if NOVA's performance in such year is
   extraordinarily below expectations, the Compensation Committee may award less
   than 50% of the Target Amount for such calendar year.

                                       19
</TEXT>
</DOCUMENT>
