EXHIBIT 99.2

                                                The InterCept Group
                                                Conference Call
                                                March 20, 2002
                                                10:00 a.m.

Operator:      Good morning and welcome to the InterCept expansion into merchant
process conference call for March 20th, 2002.  I will now turn the call over to
Ms. Collins.  Ms. Collins, please go ahead.

Carole Collins:      Good morning and welcome. The purpose of this call is to
discuss InterCept's acquisitions of Internet Billing Company Limited and
Electronic Payment Exchange Inc. During the course of this call, management of
InterCept may make statements regarding their expectations of the anticipated
results and affects of the acquisitions and the integration of the operations
and personnel of iBill and EPX and management may make other forward-looking
statements. Any statements made by management concerning InterCept's
projections, expansions and beliefs are forward-looking statements. These
forward-looking statements are not guarantees of future performance and actual
results may differ materially from those expressed or implied by the
forward-looking statements. As results of many factors including whether
InterCept can close and integrate the acquisitions of iBill and EPX into it's
business and operations, whether InterCept can achieve the expected results and
affects of these acquisitions, whether InterCept can successfully integrate
other acquisitions of assets and businesses and other operations it may acquire;
whether InterCept can continue to sustain it's current internal growth rate or
total growth rate and various other factors discussed in detail in InterCept's
filings with the SEC including the risk factor section in it's registration
statement on form S3 as declared affective by the SEC on August 7th, 2001 as
amended. Thank you and I'll now turn the call over to John Collins.

John Collins:      Good morning and thank you for joining us. With me this
morning is Lynn Boggs (ph) our President and Scott Meyerhoff, the CFO. As is
our habit, we don't have a lot of comments on our conference calls and we try
to keep them as short as possible to leave more time for questions and answers
but I will make several comments about these acquisitions this morning. We're
pretty excited about this and we think that it's something that we need to be
excited about. So I'll make a few more comments than normal, in the normal
course of our calls but first I would like for Scott to go over the details of
transactions and the companies and then I'll make my comments. So Scott, go
ahead if you would.

Scott Meyerhoff:      Thanks John. As you all have probably read this morning,
we've entered into a definitive agreement to acquire the assets of iBill and a
binding letter of intent to acquire the stock of EPX. A brief description of the
companies, iBill is a provider of service primarily through the internet, has
approximately sixteen thousand merchants. They are a front end acquirer, they
are not a back end processor. They have approximately thirty sales people and a
running transaction volume of approximately four hundred and fifty million
dollars worth of volume today, have about two hundred and


twenty-five employees and are located in Florida. EPX is an end to end solution
provider transacting approximately five billion dollars in transaction volume
today. They have five sales people and approximately seventy-five employees. As
you all know that InterCept has been managing transactions in the processing
field. We have over one billion dollars in transaction volume primarily from
community based organizations, banks, people of that magnitude and also their
key point of course would by tying the merchants to the banks.

    We believe this acquisition really adds another arrow in our quiver and
allows us to go ahead and cross sell products and services into our community
bank base and enable the community banks to keep the merchants. As what I just
described, total transactions are in excess of six billion dollars on the day we
closed these transactions. Just some colour in regard to the make up of the
transaction, about fifty percent comes from brick and mortar companies,
approximately fifty percent from the internet. The total transaction volume does
include approximately ten percent from adult entertainment sources which is in
compliance with all Visa and Mastercard rules. In regard to the financial
statements themselves, we've given guidance today based on an assumption of May
15th as the close date. We believe that we will do everything in our power to
close it quicker than that but don't want analysts to put anything in their
model which would need to be changed if The Hart Scott Rodino or any other
government regulation dragged on.

    So with that being said, the guidance of approximately fifty to fifty-two
million dollars in revenue, nearly ten million dollars in EBITDA and one to two
cents of accretion in 2002 increasing to guidance for ninety to ninety-five
million dollars or so in revenue for 2003, EBITDA in excess of twenty million
dollars and earnings per share of eight to ten cents. It's our belief as always
with acquisitions that we do that we have not gone ahead and given guidance to
do anything but neutral in the ninety to a hundred and eighty day period based
on consolidations and things that we need to do in that arena and as such,
really don't expect any change in the next ninety to a hundred and eighty days
to our earnings per share condition but then of course, upon achievement of
those opportunities, we look for one to two cents this year in 2002 and then
taking that into 2003 of an eight to ten cent number. As far as total
consideration paid, it's approximately eight and a half times 2002, full year
EBITDA and approximately seven times 2003 EBITDA with a combination of cash and
stock for this consideration. We believe that this gives us an opportunity to go
ahead and build upon our processing revenues so recurring revenues and has a
leverageable model much like InterCept's does. With that I'll turn it back to
John.

John Collins:      Thanks Scott. We're very excited about this transaction and I
really, I'm not going to make any lengthy comments but I have said for some time
and those of you who have participated in our road shows, that we've seen on
road shows or investor presentations or even previously on some conference calls
when asked what types of businesses we might be trying to acquire, new products
and services, I've said for some time that we want to acquire and bring into the
fold at InterCept any products and services that service specifically community
banks but community banks and mid tier


banks, obviously that's been our focus for some time. We think that these
acquisitions accomplish exactly that. The fact is that for some time I've said
internally and both internally and on the road really that one of the things
that we ultimately need to do is to be able to process credit cards. For some
time, years ago when we were primarily an EFT or an ATM processor. We didn't
compete directly with credit card processors because they handle the credit card
world, we handle the debit or ATM card. And some time ago a lot of the so called
credit card processors started getting into the debit world, the ATM world and
the debit world and at that point we said that ultimately we're going to have to
process credit card transactions. I think that this, both of these transactions
put us in that position. The EPX is a full tier one processor and puts us in a
completely different position of how to offer services to our community banks.
We think that it really puts the community banks back into the drivers seat and
capitalizing on the relationships that they have with their merchants in these
small communities all over the country, capitalizing on those relationships and
actually bringing those back into the bank. Here to for those relationships have
gone to what's termed and I have to, I'll use the term loosely because it's used
in a lot of areas, gone to what's termed as ISO's because ISO's have very
competitive price and it was very difficult for banks to give the same pricing
to their merchants. So even though they had relationships with the merchants,
they had a very difficult time moving the merchant back into the bank and we
think that this type of process and our ability to offer a complete service will
put the bank, especially the community bank back into that position where they
can go out and offer a competitively priced service to their merchants in their
location. So we're really excited about this. These companies combined just
really make us a complete processor in the back room of a bank. So with that,
again I'm really not going to make a lot of comments about the companies. I know
that you'll ask the questions that you're interested in and that's what we're
interested in is giving you the answers that you need. So with that, Crystal,
we'll take questions at this point.

Operator:     We will now begin the question and answer session. To place
yourself into the question queue, please press star one on your touch tone
phone. If you are using a speaker phone, please pick up your handset and then
press star one. To withdraw your request, please press star two. If there are
any questions at this time, please go ahead. And your first question comes from
Jeff John. Please go ahead.

Jeff John:      Thanks, good morning. Could you break down the purchase price
between the two different acquisitions and maybe talk about the growth
characteristics of both iBill and EPX and maybe the margins of these two
companies separately from one another?

Scott Meyerhoff:      Well Jeff, one thing as doing these with them both closing
at the same time, we have not gone ahead and broken out the purchase price
between the two components but rather in a consolidated fashion and as such
also, talking about the margins and stuff in a consolidated fashion for the two
entities. The gross margins in 2002 are in the fifty to fifty-five percent
range. As you talked about and others have talked about in this business of
being highly leverageable, we would expect margins to increase


to the fifty-five to sixty percent range and very specifically gross margins of
this business in 2003. But as far as the consideration for each, we have not
broken that out separately.

Jeff John:      Can you talk about the, maybe the anticipated internal growth
rate that you should get from the combined business or separate them if you
want as well.

Scott Meyerhoff:      Sure, the combined business, I think that the internal
growth here is in the eighteen to twenty percent characteristic. It's a little
bit quicker than the internal growth that we have in our historical bank
business and as you know, this business is also a much more fragmented than
even the core processing or ATM debit space that we play in today.

Jeff John:      Is there a, I assume that this is a hundred percent recurring
business or as close as it can be. Can you talk a little bit about the nature of
the customers both of these clients and what turnover looks like and when, it
sounds like EPX is doing all the processing on their own but the processing at
iBill is done through a different vendor. How long do you see the conversion
taking place to get the customers off iBill and then on to the EPX platform or
does that happen?

Scott Meyerhoff:      John, I'll let you address that.

John Collins:      Well yes it does happen. There's a lot of work to do there
Jeff and part of the reason that Scott's talking about, we view this as a
neutral transaction for the first couple of quarters is the scope of that work.
There certainly is a tremendous amount of work to do but we do believe that can
be accomplished in the first two quarters and we can have these two companies
running together. I was going to even add a comment when you talked about
breaking them out separately, it's really difficult for us to view these
separately. They go together extremely well and compliment each other so well
that it's just difficult to view them as separate entities because we've been
viewing them really as coming together and we'll do that post (inaudible). But
again, those things take time. We want to make sure we have good solid planning
and implementation really shouldn't take that long. I mean implementation may be
a thirty day process but the planning may take a little bit longer and we want
to just make sure we do it right.

Scott Meyerhoff:      Jeff, this is Scott.  In regard to your question on
turnover or customer retention, they are ninety-five percent plus customer
retention.

John Collins:      And I'd like to add to that that this is the traditional
credit card business. So you know, obviously if you looked at any traditional
credit card business there is always a little merchant turnover because
merchants go out of business so all credit card processors do have some turnover
but we don't expect anything out of the ordinary here. One other comment, just a
quick comment just to, when we talk about these companies being together, I said
that it's made us a tier one processor and I just want to make sure that
everybody understands what that means. I mean we are the


processor. We will be processing the transactions. They won't be farmed out to
FDC or processors like that. We would become that processor. As a matter of
fact, the volume that we have in total at InterCept, if we can consolidate all
of that volume would probably put us in the top twenty processors from a volume
standpoint in the country as it related to tier one processors.

Jeff John:      All right, thank you.

John Collins:      Thank you sir.

Operator:      And your next question comes from Charles Trafton. Mr. Trafton,
please go ahead.

Charles Trafton:      Hi thanks, good morning.

Scott Meyerhoff:      Morning, sir.

Charles Trafton:      Are the clients for both of these companies all web
merchants or are some of them bricks and mortar?

Scott Meyerhoff:      No sir, it's about fifty-fifty.  They have a significant
number of brick and mortar customers as well as internet and customers that do
both.

Charles Trafton:      Any customer concentration here, any large brand
customers that we might recognize?

Scott Meyerhoff:     I think there's some, Verizon Wireless, Paypal (ph), UCLA,
Alzheimer's Association, Ronald MacDonald House.

Charles Trafton:      Okay. Did you all have any prior relationship with these
companies?  How long have you been courting each other?

Scott Meyerhoff:      We've talked to these guys, gosh, we started talking to
the first one probably ninety to a hundred and twenty days ago, from within the
last four months or so.

Charles Trafton:      Do you have any business relationship with them?

Scott Meyerhoff:      No sir, we were advised on these transactions by different
folks. We let it be known that we would like to get in this space if we could
find a company with a good management team, with good solid products and a good
customer base and by going through the evaluatory process we had looked and
talked to a number of folks and these guys made the most sense for us.



Charles Trafton:      Clearly. Last two questions. How many FTE's do you think
you're taking on here in total and do you expect any additional capex as a
result of these two companies?

Scott Meyerhoff:      There is approximately two hundred and twenty-five to two
hundred and thirty-five folks in the iBill operation and approximately
seventy-five in the EPX operation and while I'm sure there'll be capex, we're
not ready to go ahead and give ultimate guidance on where that capex will flow
out. I will point out that the folks at EPX have a very low utilization rate on
their current systems and highly scaleable and they're about at ten percent of
capacity. So I think that the operations are highly leverageable and as we put
more business in that pipe, you know, each incremental dollar will deliver more
to the bottom.

Charles Trafton:      Great, thanks.

John Collins:      Thank you.

Operator:      And your next question comes from Mr. Jeff Baker.  Mr. Baker,
please go ahead.

Jeff Baker:      It's Jeff Baker of Piper. A couple of questions. I'm laughing
about the name. The first question is how are you guys going to utilize and
John, how are you guys going to utilize the sales force at iBill and cross sell
the services that EPX offers and can you talk about some of your existing
relationships maybe with the bankers banks and their willingness to give you
their business now with these relationships. And then Scott, can you go into a
little bit more detail on the funding side. My calculations says it's about a
hundred and sixty million dollar transaction. Given your cash balance, how much
is stock, how much is cash and etc.

John Collins:      Jeff, first of all, you've got to stop asking three and four
part questions. I'm old and I can't remember what the fourth one was and as far
as the name, we had to introduce Carol Collins to read that little thing at the
beginning of this and she was a little concerned that she had the same last name
as me so we all have some name issues this morning.

Jeff Baker:      Ok.

John Collins:      And Carol Collins is an excellent addition to this company
but not related to me. As far as your question, the bankers bank, the cross
selling and the bankers bank, let me address those two since that's the only
ones I can remember and Scott can take the rest. The cross selling between the
sales staff of iBill and EPX, if you really think about that, it doesn't require
any. They've been selling EPX services since the first day they opened their
door, they've just been putting it on another tier one processor. So everything
that they sell is a cross sale in that sense. So I don't think we're really
looking at a lot of integration issues as it relates to cross sale. As a matter
of fact, I think


that their sales staff is pretty excited about it because
they haven't necessarily been in a position to offer brick and mortar and they
focused purely on the internet and I think this puts their sales staff in a
position where they can now offer additional services that here before they
haven't been able to offer.

    As far as the bankers bank and any other partners that we have, that's an
excellent question and I apologize for not addressing that upfront. But in
conjunction with community banks, certainly we think that some of the bankers
banks can help play a tremendous role in getting the word out to their
respondent banks that this service is now available to them and it'll be
competitively priced. So we think that this can enhance this tremendously, a few
of those relationships. As you know and I've stated many times, bankers banks
are not all created equally and they don't do the same marketing job. Some of
them don't focus on that so it may not, we may not get benefits from each one of
them but we certainly will address that channel and are addressing it already. I
mean we are already thinking about internally, what we can do, what kind of
programs we can have, how we can promote it through the bankers bank. So that's
an excellent question and we will try to utilize bankers banks and certainly
hope that they can bring a lot to the table.

Jeff Baker:      Yeah, cause haven't they traditionally used other vendors for
on the merchant acquiring side?

John Collins:      Yes, some of them aren't really in the business directly but
all of them that are in the merchant acquiring business, they do promote other
vendors. So you know, we'll be able to at least address those that are in the
business and maybe over time we can encourage some others to get into the
business.

Jeff Baker:      And do you guys now see yourself going head to head with Global
Payments of the world and the First Datas of the world and you know, are they
the ones that are servicing from a merchants side, the community banks or is it
more mom and pop fragmented type?

John Collins:      I think the answer to that question is if you had asked the
same question about FiServ and our traditional businesses, it's the same answer,
of course. But we still believe that we are the niche player in the sense that
can Global and can FDC really focus on the small community bank and I don't
believe they can and I'm not sure they want to, I'm not sure they need to. So we
still consider ourselves a niche player and absolutely, we think we will go head
to head with them from time to time and we think that we can win just like we
can win against FiServ very often. We're a community bank player and we feel
like that gives us a tremendous advantage over those guys and they all have
excellent products. But we think that we'll have the same products or better and
be closer to our market than they are.

Jeff Baker:      Great, thanks. And Scott, on the financing.



Scott Meyerhoff:      Yes, as you said, you know, your total consideration was
in line with the guidance that I gave and about thirty-five to forty percent of
that is stock and the remainder is cash. We had approximately seventy-five to
eighty million dollars cash in our balance sheet and then also have a fifty
million dollar line of credit with First Union and based on what we have in
place that we have more than an adequate financing to go ahead and handle this
as well as our operations plus the positive cashflow kicker from what we've done
internally as well as this puts us in a very good position on a go forward
basis.

Jeff Baker:      Great, thanks. It's exciting, I appreciate it.

Scott Meyerhoff:      Thank you.

Operator:      And your next question comes from Art Bender. Please go ahead.

Art Bender:      Good morning. Can you tell me if there was any regional
concentration in either of these companies businesses?

Scott Meyerhoff:      Don't believe, I mean with half being the internet and the
other half being just brick and mortar, I don't believe there's any real
geographic concentration to speak of.

Art Bender:      Okay and is top management in these companies going to stay and
if so, what kind of incentives have you offered them?

John Collins:      Absolutely the top management is going to stay. As has been
our habit in acquisitions that we go after, we actually look for good
management. I think we've said many times that it's not our MO to acquire a
company and strip it of the people that were running it, that knew the company,
that knew the customer base. So absolutely the management, that's one of the
keys in this acquisitions as Scott said early on. You know, we've looked for a
long time, we've talked to a lot of people and one of the keys is to get the
right management team and we believe that both of these companies have an
excellent management team. As far as the incentives that they would have to stay
on, I won't get into the details of any individuals transactions but they have
stock options, you know, they'll be awarded stock options as other senior
management team members in our organization might and they will be incented by
that. Of course they're normal comp plans, some, you know, performance based
bonus plans and stock options. So not anything different from the rest of the
senior management in this company.

Scott Meyerhoff:     The one thing to add to that Art is there are earn outs in
place as well based on hitting certain criteria. So everybody's aligned in the
same interest which is to go ahead and deliver to the bottom line.



Art Bender:      Okay and do you think that you need to make other acquisitions
in this area to achieve scale or are you happy with the cost structure that you
can get from these two acquisitions?

John Collins:      The answer to both of those would be yes. We're happy with
it. I mean, this is an accretive, these are accretive transactions so yes, we're
happy with the fact that we think we can, there's enough scale here that we can
make money on this business. But obviously just like the core processing
business, if we can, if along the way we can find things that enhance this part,
this component of our business and make the scale even better, obviously we'll
be looking at those just like we look at core processors. So it really just
gives us another area to look for acquisitions and to keep growing the company
the way we have. And I will say Art that this business oddly enough is probably
more fragmented than the core processing business. There's an awful lot of small
processors out there a lot like the core processors. So I think we have even
more opportunities there but I wasn't really trying to be coy. We are happy with
these transactions as the way they stand but certainly we'll try to continue to
build them.

Art Bender:      Great, thanks very much.

Operator:      And your next question comes from David Trossman. Please go
ahead.

David Trossman:      Thanks. John, who are the processing partners that you use
in your own business and that iBill uses and it's acquiring business and how
much money can you save as you consolidate all that onto the EPF's platform?

John Collins:      Well let me address the easy question first. iBill uses FDC,
FDR I guess is the arm of FDC that they use. I'm going to let Scott address any
financial questions here. I don't even know that we have a good enough handle on
that at this particular moment but I'll let him address that. As far as the
processors that we use, we use US Bank for most of our transactions through our
merchant portfolio management. That's going to take a little more work and we're
going to have to look at that a little harder. It doesn't take long to look at
the iBill, EPX transaction but it will take us a little longer to go through our
shop and see exactly how that fits in.

David Trossman:     And I'm not sure, I don't think this gives you the
infrastructure to do this but how would it be and does it make sense for you to
take this into something that might allow you to go to your banks with card
issuing kinds of solutions?

     John Collins:     I agree with your first assessment, I don't think it
gives us that infrastructure. It may get us ever so closer to that but they are
completely different animals. I mean the accounting on the card processing side
is completely different software and unlike card issuance in the debit and ATM
world, card issuance in that, it just is a product of core processing. So we
have that. The card issuance on the credit card


side does require different staff, you know, different knowledge base and
different software. So I don't really think it puts us there. Sure, it puts us
a little bit closer to that if we choose to get in it. We'll corporately have a
much better grasp of credit card processing in general but I don't think it
really puts us very close to processing the card base.

David Trossman:      Super thanks.

John Collins:      Thank you.

Operator:      And your next question comes from Nick Fisken.  Please go ahead.

Nick Fisken:      Hi, good morning and congratulations on the acquisitions.

John Collins:      Thank you.

Nick Fisken:      Scott, can you give us some detail on the numbers.
Since we're going to look at this as a combined entity, can you give us `01
revenue and EBITDA and then give us `02 revenue please?

Scott Meyerhoff:      Well sure, as far as `01 they are unaudited at this point
and time so I really can't give you with one hundred percent clarity because
they're still, some of these companies were on gross and we're converting them
to net which is the way we're going to go ahead and present everything. So as
far as where they are, I guess the easy thing to say is that they're growing in
excess of twenty percent on a combined basis in `02 over `01 with `02 numbers
on a full year basis of being in the eighty million dollar, seventy-five to
eighty million dollar range for full year `02 with a guidance of about a twenty
percent increase going to `03. And as we talked about, eighteen to twenty
percent is thegrowth characteristic that we've assigned to this business top
line.

Nick Fisken:      Okay so if I look at the margin improvement on an EBITDA
basis, you're assuming a little bit of margin improvement just using the mid
points. And so if you look at that, are you guys going to have some expense
saves, are you going to consolidate sales forces, just give us an idea of what
you plan to do and what kind of savings you expect in combining the two?

Scott Meyerhoff:      We're really not looking expense saves from the standpoint
of sales forces or personnel. I think that the real benefit that we have here is
a growth benefit which is based on the sales people at iBill being able to go
ahead and sell a full solution and all the sales people at both companies having
the where with all with InterCept behind them to sell product in general. Both
these companies are private companies and had relatively small equity values and
when they went out and went to sell, they quite often got the, are you going to
be here characteristic much like InterCept did in the early years when they went
out against FiServ. I think where we are today is with a


company with nearly three hundred million dollars in equity. I think the folks
that are selling the product in both places are going to be much happier having
the where with all of InterCept behind them in order to say we're going to be
here forever.

    If you like our technology, don't go somewhere else because you're scared of
our balance sheet. So in that regard, I think that is a real positive
opportunity for us. Those are some of those touchy feely synergies that as you
know us, we're conservative, we don't build those in until we start seeing them
happen. But as to whether we're going to consolidate people, I mean once again,
when we do an acquisition, our whole MO on it is that people have the
relationships with the customers and are very important and the employees will
continue to be important in all of this so I wouldn't expect to see a whole lot
of, if any, reduction on the people side. These businesses are growing so fast
that they're going to have to add people, not delete people.

Nick Fisken:      And what was the, I didn't catch it if you said it, the number
of merchants that EPX has?

Scott Meyerhoff:      Approximately two thousand.

Nick Fisken:      Okay great, thank you.

Scott Meyerhoff:      Thank you.

Operator:      And your next question comes from Chris Bonomo.  Please go ahead.

Chris Bonomo:      Yes hi, I had a couple of questions. One, the first question
was what portion of the revenues are from online gambling?

Scott Meyerhoff:      I don't believe any. Some, two percent. The folks at iBill
did no online gaming whatsoever and I believe the folks up in EPX do almost
none. So just from a conservatism standpoint I'll say less than two percent.

Chris Bonomo:      Okay but none at iBill.

Scott Meyerhoff:      No sir.

Chris Bonomo:      And I assume that we're actually going to get figures for
each one of these companies separately when you actually have the final
documents but you're not prepared or comfortable in giving that stuff to us now.
Just looking back at iBill, they announced that they were growing forty-seven
percent in 2000 and I assume that they were growing something similar to that if
not maybe a little bit less in 2001. Are they significantly sort of, are they
the smaller of the two here and that's why the growth rates were sort of near
twenty or has the growth rate of iBill declined?



Scott Meyerhoff:      No sir, I don't think either of these entities is having
declining growth rates. As we said, the guidance that we give is on a combined
basis as you noted. Neither one of these companies is in a declining mode,
they're both in growth modes and that gets to the guidance. As to their prior
press releases and what they put out there, I can't really comment on those.

Chris Bonomo:      I didn't mean to imply that they were shrinking in their
revenue, just that the growth rate was (inaudible).

Scott Meyerhoff:      As far as their growth rates go and I don't think that
any time a company gets bigger, if you were at a forty-seven percent growth rate
on a ten million dollar base, surely if you grew the same dollar amount that the
percentage might go down but gross dollars, they continue to increase on a year
over year basis.

Chris Bonomo:      Okay great, that's exactly what I was after. Thanks.

Operator:      And your next question comes from Michael Ferguson.  Please go
ahead.

Michael Ferguson:      Good morning guys. Scott, real quickly on a modeling
standpoint, can you give us an idea if there's any hardware sales that are in
the numbers you gave us?

Scott Meyerhoff:      I don't believe so sir.

Michael Ferguson:      And I guess John from a, I guess I want to understand the
sales process when you talk about being able to provide these services to the
community bank customers merchants. Will you guys now be doing a lot of that
sales process or will the bank be involved at all? How will that work when you
talk about trying to sell these services into the small towns?

John Collins:      Well of course I really can't say right now because at this
point I haven't sat down with the bankers bank so I can't speak to them on how
it will work but let me just give you my ideas on how it might work and what the
problems have been here before. To try to use some real examples and if anybody
in the room here with me knows that I don't know the exact numbers but I think I
have some broad ranges so if anybody knows better please speak up. But let's
just take one of the bankers banks and I'll leave them unnamed but some of the
statistics that I know from their merchant program is they already sell merchant
services to their respondent banks and I'll say they have a couple of hundred, I
don't know the exact number but they have a couple of hundred banks. Those banks
average have an under twenty merchants per bank. I think it's somewhere in the
eighteen range but they average under twenty merchants per bank.

    Now they have to offer services just because of the way that they handle the
transactions and the third parties that they go through, they have to offer


those services at a pretty high discount rate and we believe that's why they
only have twenty. Now we've compared that to other organizations that have,
banks that have two hundred merchants per average, I mean on an average basis
for community banks but those banks are using processors that are first tier
processors, they're going directly to the processor and they're offering
competitive discount rates and those that would compete and I'm sorry, somebody
here could probably help me with the names but I'll use old names, the Nobles,
the P&T's, those companies that you're probably familiar with and even Concord
today, they offer some pretty good pricing, pretty competitive pricing.

    And what we think we can do is offer that same pricing except we'll be
taking it out to the community bank which is not necessarily a focus for them.
So the bankers bank, they could be helping sell it, they could be just giving us
the ability to gain access to the bank and helping us get to the bank. You know,
we have both of those but I think what it does do is as we've looked at the
statistics, I think community banks want those merchants, they just have had a
hard time getting them because they're not getting competitive pricing and so I
think this just puts the bankers bank in a whole different position.

Michael Ferguson:      All right, and you guys gave us an idea about the dollar
volume that everyone is processing, you as well as iBill and EPX.  Can you give
us an idea about just a gross number of transactions?

Scott Meyerhoff:      I believe and I think this is the EPX side on the
transactions they're processing, I believe they're doing in the hundred to a
hundred and twenty-five million a year range. I don't know the iBill transaction
number off the top of my head and if I had to guess some internally, what we did
would be somewhere in the ten to fifteen million dollar, fifteen million dollar
transaction which is probably a bit conservative for the InterCept piece.

Michael Ferguson:      All right guys, thanks a lot.

John Collins:      Thank you.

Operator:      And your next question comes from Matt Kosanke.  Please go ahead.

Marcel Desjaro:      Actually this is Marcel Desjaro (ph) with Willow Creek. A
couple of questions. Can you talk about the financial viability of the two
companies that you just bought. You mentioned that the equity values weren't
very high. If you can just break out, if you may, the balance sheets either
combined or separate and talk about what the reserves for bad debt were in the
latest order possibly?

Scott Meyerhoff:      Sure, I think in regard to reserves for bad debt and such,
all that has to get flushed out in purchase price allocation and regardless of
what bad debt reserves they may have at the point of consolidation, those would
be, could or would be


changed based on the opening balance sheets that we put together for the entity
and as you know, there's litigation and limitation baskets that you have in
every transaction you do. So we don't have the numbers on balance sheets where
that will come out in an opening balance sheet at this point and time.

Marcel Desjaro:      Okay and then can you talk about the financial viability
of the companies that you're acquiring?

Scott Meyerhoff:      Both are extremely viable. One of the entities was a
limited partnership escort type structure and the reason they didn't have equity
is because they took all the money out. The other entity was in the process of
seeking venture capital at this point and time and had numerous offers but felt
that the strategic sense of this transaction made a whole lot more sense for
them and gives them the ability to access broad ranges of customer bases that
before they really couldn't access. So I think what we got out of this are two
very viable companies that are growing quite nicely that have great technologies
and are extremely complimentary to each other as well as us.

Marcel Desjaro:      What were, now you mentioned that fifty percent of the rev
came from internet customers. Do you have any idea who those customers are and
have you looked and scrubbed through those customers? You know, there's not a
lot of profitable internet companies and just trying to figure out how long some
of these customers are going to be around.

Scott Meyerhoff:      Well sure, I think that a lot of these are main stream
customers that have internet components as well but to your point, out of their
sixteen thousand merchants, their churn rate is extremely low. We talked about
less than five percent churn. So these people, their customers are doing quite
well, they're making money. iBill is an extremely profitable entity, has been
for years and continues to be and I think that we're confusing internet
companies with processors and they are a processor and take a share of the
transaction and as we all know, the transactions on the internet, the volumes
are growing at a pretty significant rate. So as to the macro trends both from
online content as well as online transaction volumes, all of those numbers
continue to increase at a very healthy rate. So that's what we're getting a
piece of, the transaction volume.

John Collins:      Yeah I think even that it could be said that even if there
was an argument that there may be fewer internet companies per say around,
nobody in this industry is arguing that internet transaction volume is going
down. Internet transaction volume is growing at a tremendous rate and if two
percent less customers are doing, or two percent less internet companies are
doing that, that's fine with us. We're concerned about transaction volume, not
the viability of some particular company that does some business over the
internet and the transaction volume is growing at a tremendous rate. It's one of
the fastest growing transaction payment methods out there; that along with debit
cards which we've always thought that debit card transaction is growing
tremendously but


so is internet transaction purchasing. I mean the purchasing over
the internet is growing at a tremendous rate so it's not anything we have any
concern about at all.

Marcel Desjaro:      Now adult entertainment credit card processing was
something that you were looking to get into?

John Collins:      No.

Marcel Desjaro:      What percent of the revenues was that part of the business?

John Collins:      I don't know the answer that.  Scott did say early on in this
conference call that the transaction volume in the adult entertainment was under
ten percent of all the transactions for the combined entity.

Marcel Desjaro:      Under ten but above five, is that accurate?

John Collins:      Yes, that would be accurate.

Marcel Desjaro:      Okay, so it's something that you would probably think about
looking at when you were acquiring the company, you would be aware that that's
part of the business.

John Collins:      I think we'd just be aware of it, sure. I mean I'd like to
think that we're aware. If they're in the hospitality industry I think we'll be
aware of that so absolutely, I think we would be aware of whatever business
they're in. I hope we would.

Marcel Desjaro:      Now aren't credit card companies, Visa and Mastercard
pulling out of, you know, internet adult sites and pornography sites?

John Collins:      No, that's not exactly an accurate statement. I don't really
know where you're going but they have some very stringent rules as it relates to
it and these companies not only comply with the rules but exceed compliance
requirements with all of those rules. But this is, let me again point out, again
since I don't know kind of where you're headed on it, let me point out that
we're a transaction processor. We're not focused on adult entertainment, we just
told the street that it does involve that component so they understand that.
We're in the transaction processing business and again, that's growing
tremendously and that's where we need to be. These companies comply with all the
rules and this is a relatively small percentage and it's not really a material
part as it relates to the percentage of the transactions and if we continue to
grow transactions through the community bank just like we always have been and
we'll continue to grow those transactions. So that's not a real focus for us and
we're not going to get really married to those problems and those issues and
Visa or Mastercard will deal with those and we'll comply with all the rules.



Marcel Desjaro:      Okay just to clarify, where I'm going is I'm just trying
to get as much disclosure as possible on the transactions cause it didn't seem
like there was a lot of detail in the press release. Thanks.

John Collins:      Okay, thank you.

Operator:      Once again if there are any questions, please press star one on
your touch tone phone. Mr. Collins, there are no more questions at this time.

John Collins:      Okay well we certainly appreciate your participation in the
call. Thanks for joining us this morning and we're really excited about this
transaction and hope that we'll continue to have good news in our future. Thanks
a lot for joining us.

Operator:      This concludes today's conference call. Please disconnect your
lines and thank you for your participation.