EXHIBIT 99.2


                         Intercept Group Conference Call
                             May 6, 2002 10:30 a.m.

Operator: Good morning and welcome to the Intercept Q1 2002 earnings release
conference call for May 6, 2002. Your host for today will be John Collins. I
will now turn the call over to Carole Collins. Please go ahead Ms. Collins.

Carole Collins: Thank you. Good morning. The purpose of this call is to review
the companies financial and operating results for the first quarter of 2002.
During the course of this call we'll attempt to update you on our expectations
for the remainder of 2002 and will make several forward-looking statements.
Anything we say concerning Intercepts projections, expectations and beliefs for
future operations, growth, prospects, strategies, business or financial
condition is a forward-looking statement. Actual results may differ materially
from those expressed or implied by those forward-looking statements due to many
factors, including whether we can continue to sustain our current internal
growth rate or our total growth rate, whether we can successfully close and
integrate recent or future acquisitions of assets and businesses and other
operations, the continue and future acceptance of and demand for our products
and services by our customers and other factors discussed under management's
discussion and analysis of financial condition and results of operations,
disclosure regarding forward-looking statements and our Form 10K and other SEC
filings. Now that we have the legal preliminaries out of the way, I'll turn the
call over to John Collins.

John Collins: Thank you Carole. With me this morning is Lynn Boggs, our
President and Scott Meyerhoff, the CFO. And as usual there'll be no presentation
other than Scott's presentation of the financial information other than to say
that we're proud to be with you again today and continue to have good quarters,
continue to just try to do what we said we'd do. So with that, we'll tell you
what we've done. Scott.

Scott Meyerhoff: Thanks John. as we've discussed in previous conference calls
and in press releases, we continue to provide the segmented data that details
both stand alone ops of Intercept as well as gains and losses derived from our
ownership interest in Netzee. With that being said, my discussions today will
primarily focus on the results of the operations of Intercept excluding the
Netzee components which we'll discuss at length later on I'm sure. I'm happy to
report strong results. Revenues grew to thirty-seven point seven million in the
first quarter of 2002 from twenty-seven million in 2001 which is a growth of
about thirty-nine point three percent. Net income available to common
shareholders increased to four point seven million or twenty-five cents per
share from two point seven or eighteen cents in Q1 of 2001.



     Due to the implementation of FASB statement number one forty-two, we ceased
amortizing goodwill in the first quarter of 2002. This added approximately three
cents per share to the reported results in the first quarter of 2002. In regard
to the revenues, the increase was fueled by internal growth of about fourteen
point four percent. This growth came across most product offerings but
specifically continued strong growth in core processing check imaging in the ATM
debit card processing arenas. An important measure for us is recurring revenues.
During the first quarter recurring revenues totaled approximately eight-eight
percent. Gross margins were about fifty-five point five percent for the first
quarter of 2002 as compared to fifty-seven point six in the first quarter of
2001. The decrease was primarily due to the incremental revenues from the
acquisition of Holmes and Shaw, the printing and rendering business which we
acquired in October of 2001 which carries a lower gross margin.

     For the first quarter of 2002, SG&A as a percentage of sales was thirty-two
point three which was a decrease of almost a hundred and thirty basis points
from the first quarter of 2001. As we talked about, net income was four point
seven million, twenty-five cents per common share as opposed to two point seven
million or eighteen cents per share with income tax provision approximately
thirty-seven percent. EBITDA increased from six point five million to eight
point seven million for the first quarter of 2002. In regard to the recently
announced acquisitions, as many of you know we have closed the I-Bill
transaction which occurred in mid April and are in the process of closing the
EPX transaction. The original guidance that we had given was that these
transactions, we'd try to have them both done by May 15 and we expect that we
will be able to close the EPX transaction shortly and meet the goals that we
have given. We have not changed our guidance on the acquisitions. As we had
stated previously we were expecting them to add between forty-nine and fifty-two
million in revenue in 2002 and nine to ten million in EBITDA.

     One quick update, we combined or we're in the process of combining our
imaging centers in the Dallas, Texas area. This should be complete by the end of
the second quarter. This was facilitated by the move of the statement, rendering
and printing business to the Intercept output solutions acquisition and as such,
we'll incur a charge of approximately four to five hundred thousand in the
second quarter related to lease obligations and things of that nature. At this
time I'd like to turn the call back over to John.

John Collins: Thanks Scott. We want to get straight to the question and answer
session so we'll try to have plenty of time to address everyone's questions. So
Jennifer, let's go ahead and start with the questions.



Operator: Thank you. We will now begin the question and answer session. To place
yourself in 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, press star two. You will be limited to one
question and one follow up. Please go ahead if you have any questions. Your
first question comes from Stephen Laws. Please state your affiliation.

Stephen Laws: Stephen Laws of WR Hambrecht. Good morning, looks like another
strong quarter and great revenue. Wondered if you could touch on where you think
the gross margins will go on the service business, especially with the
acquisitions and additionally, just kind of a standard question, if you could
comment on the competitive scenario out there and any impact of pricing you've
seen over the last quarter.

John Collins: Let me address the competitive issue first and then I'll get Scott
to address the market question. As far as the competitive issue, literally not
to make the answer very long, we just haven't seen a change in the landscape as
it relates to competition. It's still, you know, as I've stated many times,
about fifty fifty on the big player, the mom an pop as far the people we're
competing with. As far as pricing, I haven't seen any particular price pressure,
just, I hate to be boring but it's just the same thing. I mean we're just
competing with the same people, we're competing on the same field and I haven't
seen a lot of change.

Scott Meyerhoff: Stephen, in regard to the margin question, as I talked about,
we had some additional revenues in the Intercept Output Solutions division which
is the statement print work. As such, we go ahead and record a good bit of
their, costs in the margin line and get some benefits that go down to the G&A
component. But fifty-five point five percent on consolidated total. Would expect
to see that continue to go up in the fifty-six and half to fifty-seven percent
range here during the 2002 period and specifically in the service fee line given
that that's the majority of the revenue the company would see light gains in
that area as well.

Stephen Laws: Great, thanks a lot.

Scott Meyerhoff: Thank you.

Operator: Your next question comes from Jeff Baker. Please state your
affiliation.

Jeff Baker: Yes, Banc Corp Piper Jaffray. Hi guys. A couple of questions. Scott,
just a little clarity on the four hundred to five hundred thousand dollar
charge, will that be one time or will that go into SG&A?


Scott Meyerhoff:  That will be in the SG&A number.

Jeff Baker: Okay and can you comment a little bit, sequential growth and SG&A.
What can we expect to see that go for over the remainder of 2002?

Scott Meyerhoff:  As far as the SG&A we continue to go ahead and build for our
future, continue to put in the infrastructure to become a much larger company
and as such, we have some visibility being that we have eighty-eight percent
recurring revenue and can spend the money as needed in certain areas. We
continue to go ahead and promote our products and push them heavily and spend
the money when we can. But as far as a percentage being thirty-two point three,
our goal on SG&A is to have that under the thirty percent threshold and then
that's a 2002 direct, we believe that under thirty percent on the SG&A is a very
achievable number.

Jeff Baker: By the end of 2002?

Scott Meyerhoff: Yes.

Jeff Baker: Okay and then can you talk about any kind of one time opportunities
where you spent this quarter given the strength in the top line, etc.?

Scott Meyerhoff: I don't think there's any notable one time opportunities and I
think what you're talking about is in SG&A, was there anything that we spent the
money on in one time that was above the others and I think it's just continued
promoting of our product set and our offerings, debit card as well as others.

Jeff Baker: Okay and last question, I'll let somebody else ask some questions
but your internal growth rate, fourteen point four percent for the quarter, can
you talk about, you typically target fifteen to eighteen percent. Can you talk
about where that could go, what is the sustainability of the mid teens number
and why it may have dipped down this quarter? Thanks.

John Collins: Jeff, Scott may want to address that more from the financial side
but just from the philosophical side we've, the guidance has been that that's on
an annualized basis and we're still not changing that. I was asked back two or
three consecutive quarters why it was in the twenties and I said we just got
lucky. There was some objection to that. Maybe they didn't think we just got
lucky. But I think that we're not looking to change the guidance. We still feel
like that'll be the annualized number for the year. Of course I have said in
previous calls that as we grow larger, that number gets harder and harder to



achieve as we all know but we are still not changing the guidance for that
number for this year.

Jeff Baker: Okay great, thanks.

Scott Meyerhoff: Thank you.

John Collins: Thank you.

Operator: Your next question comes from Art Bender. Please state your
affiliation.

Art Bender: Good morning guys. Credit Suisse First Boston. Congratulations on
the quarter. Just wanted to ask you a little bit of detail on I-Bill,
particularly the sales strategy going forward. What sorts of clients are you
going after, are they big companies, small companies, any particular industry
focus and what are some points of differentiation between your core processing
services and some of your bigger competitors?

John Collins: Okay, I'm going to try and bring all that together. The difference
between our services and our bigger competitors, just like our other core
businesses, there's not a tremendous difference other than the focus on how to
build relationships. I mean obviously through these new acquisitions in the
merchant processing side of the business, we still, you know, we'll still try to
be competitive from a price standpoint and we'll still have to compete with all
those guys on the same playing field that everybody else has to. We're offering
very similar services and I think we can do it on a competitive pricing
standpoint. So, you know, I think that differences in us and the competition is
still the same as it has been. We'll try to build the relationships.

     As far as the focus on selling on the merchant processing side, I think
that really this fits into our business very well from the standpoint that we'll
still focus on selling merchants through community banks. I mean obviously we're
trying to sell all merchants. And of course, you asked the question, are we
going to focus on large or small or whatever, I mean we're going to focus on
merchants. So certainly there'll be some larger players that we're going after
but we're not going to get away from providing services to the smaller players
too. I think that's the beauty of pulling these acquisitions into InterCept, is
the fact that banks particularly and I'll just speak to banks right this minute.
Banks particularly have kind of gotten away from a lot of merchant process and
over the years because they're unable to be competitive with the, and I don't
really know who to name here but with the Concords, the Nova's, the more defined
ISO arrangements.



     It's hard for a bank to be competitive with those people because usually
there's not enough merchants in town to really build a decent operation,
especially the under five hundred million merchants. So it's hard for the bank
to be competitive even though they have a great relationship with a merchant. So
where we see us fitting in this is that we can take this product and go out to
our banks and we're getting some good response already. I mean we've gotten
favorable response from some of our banks and from the bankers banks from
promoting this type of service through community banks to all their local
merchants and putting them back in a position where they can be competitive and
they can go out, they had the relationship already and instead of losing that
business to Nova because they have to charge a hundred percent more, now they
may be able to retain that business because they're doing everything else with
the merchant already.

     So the focus is still going to be focus and own community banks and provide
more services to those. Now certainly there are sales people out on the road
that are trying to sell larger merchants because a lot goes to the bottom line
when you can do that and we're certainly not going to give that piece up but
we'll still try to take that service out to community banks just like we've done
everything else we've ever acquired and all the other services that we brought
to them.

Art Bender: Great, thanks John and just one quick follow up for Scott. Scott,
was there any impact of EITF 103 the reimbursement of out of pocket expenses on
your revenues this quarter?

Scott Meyerhoff: No sir. There were, no revenues were included in those numbers
from the past costs.

Art Bender: Great, thanks very much and again, nice quarter.

John Collins: Thank you sir.

Operator: Your next question comes from Andrew Jeffrey. Please state your
affiliation.

Andrew Jeffrey: Good morning gentlemen. Robertson Stephens. Scott, can we drill
down a little bit on the internal revenue growth number to get a handle on, sort
how it broke out between the core DP and your EFT business. And certainly
appreciate the annual guidance on internal revenue growth, I just want to try to
get a sense as to why you think the back half of the year, the last three
quarters of the year might be better than the first quarter.

Scott Meyerhoff: Sure and even to go in a little bit, you know, as you look at
revenue growth there's always a tie in to the recurring revenue



component as well. Recurring revenue went from eighty-six to eighty-eight which
means there was less one time sale in that number and more recurring. It's where
we want that to be. We want that recurring revenue number to go up but as that
occurs, clearly it shows it was not as much in the one time sale area this
quarter. EFT was about twenty-three percent. Core processing and check imaging
together just about ten. Products group which, the ancillaries and a number of
the other products which tied directly to the core processing, about twenty-five
percent and then the communications about eight and you saw what the equipment
was on the face. So clearly the internal revenue growth, we continue to go ahead
and have strong EFT which is the ATM and debit. When you put the core processing
and products group together, that's somewhere in the twelve percent range or so
and then the communications and the other.

Andrew Jeffrey: Okay and then just some color on the balance of the year in
terms of I guess particular that core DP number.

John Collins: I didn't understand the question Andrew, I'm sorry.

Andrew Jeffrey: I was just trying to get a little color on what the balance of
the year might look like in terms of internal revenue growth in the core data
processing business.

Scott Meyerhoff: Real similar to what our future guidance is real similar to
what we did here in the first quarter.

John Collins: Yeah we're saying that we still are not going to change the
guidance on at least fifteen internal growth and it may not vary very much from
the numbers that Scott just gave you but as far as your comment about why we
would think that some future quarter would be better than this one, it doesn't
have to be a lot better. I mean we're right at the fifteen and we think we're
right in the neighborhood. So you know, with just a slight fluctuation, we still
feel like we'll be on the number.

Andrew Jeffrey: Okay, thanks.

John Collins: Thank you sir.

Operator: Your next question comes from Charles Trafton. Please state your
affiliation.

Charles Trafton: Hi, good morning. It's Charles Trafton with Adams Harkness.
Scott, the prepaid expense and inventory lines took a jump up from nine million
to fifteen million. Seasonally it usually does go up from December to March but
can you break out how much of that was inventory and why the big jump?





Scott Meyerhoff: Yeah, actually Charles it had nothing to do with inventory. In
closing the I-Bill transaction there was five million dollars put in escrow to
close it, Charles ok, and that amount was in that number at the end of March and
as you know, the transaction closed in mid April, Charles right. So if you
seasonally adjust that out, it goes from about nine million to about ten point
three, ten point four. The majority of that would be prepaid, annual expenses
just really due to our growth. No component of note relative to inventory.

Charles Trafton: Right, so then the five million is a cash earn out that you're
going to keep on the balance sheet for a while?

Scott Meyerhoff: No, that was not an earn out. That was something put in escrow
and had been paid in the closing. Charles Trafton: Oh, it was part of the
purchase price.

Scott Meyerhoff: Yes sir.

Charles Trafton: Okay, got it. How was cashflow from ops this quarter? I know
you did about nine million in EBITDA and certainly your working capital
constraints were almost nothing. So do you have that number handy?

Scott Meyerhoff: I don't but I'll have it for you before the end of the call.

Charles Trafton: Okay great.

Scott Meyerhoff: Anything else Charles? Okay.

Operator: Your next question comes from Nick Fisken. Please state your
affiliation.

Nick Fisken: Hi, this is Nick Fisken with Stephens. Congrats on the quarter
everyone. John Collins: Thank you sir.

Nick Fisken: Scott, can you give us the internal growth rate or give us the EFT
growth rate sequentially?

Scott Meyerhoff: The EFT growth rate sequentially. The internal growth
component?

Nick Fisken: Exactly.

Scott Meyerhoff: It was twenty-three percent.




Nick Fisken: That's versus Q1 of last year?

Scott Meyerhoff: Right. I don't have it sequentially. Actually, as you know, the
fourth quarter is the highest seasonal quarter given the holiday season and we
normally see a bleed off from Q4 to Q1. We normally see a bleed off from Q4
because the November, December is the largest season. But I know we saw a bit of
a decrease but that's something that happens each and every year.

Nick Fisken: Okay and then following on an earlier question, to get the
acceleration in internal growth. If you look at those same four product groups
that you detailed, can you give us an idea of where you expect the most
acceleration?

John Collins: I think that actually what I'd said to Andrew and I think this is
generally true, I think that there'll be about those numbers that Scott just
quoted and it would only take a point, something in each one of those to achieve
the fifteen. So I don't think there's going to be a drastic acceleration in one
to achieve that point six.

Scott Meyerhoff: Yeah there's really nothing out there to cause those numbers to
change marketedbly from where they are in the first quarter to the second, third
or fourth that we know of.

Nick Fisken: Can you give us a breakout of other income and is the one, two a
good number to use?

Scott Meyerhoff: Well that'll change pretty dramatically with the completion of
these transactions because the majority of other income was interest income and
as you know, with going ahead and having paid cash for the transactions, that
will go down. We can go ahead and give future guidance once the next acquisition
closes on where other income goes to but really, now we're just, it's based on
the closing date of the transaction. Going out to Q3, the other income would
actually be an expense because we would have some interest expense from our
borrowings.

Nick Fisken: Okay, thank you.

Scott Meyerhoff: Thank you.

Operator: Your next question comes from Chris Bonomo. Please state your
affiliation.



Chris Bonomo: It's Chris Bonomo of Eastbourne Capital. A question on the tax
rate, what is the tax rate that we should expect going forward or why was it a
little bit lower than that thirty-eight percent you told us to look for it.

Scott Meyerhoff: Well actually it was thirty-seven percent last quarter and
thirty-seven percent again this quarter so it was consistent. I think that we've
gone ahead and gotten some good state tax strategies which are allowing us to
benefit. We would continue to see those percentages in the same
ballpark of the thirty-seven to thirty-seven and a half range.

Chris Bonomo: Okay I'm sorry. I thought you had told us thirty-eight percent for
2002 on Q4 conference call.

Scott Meyerhoff: Well actually we've benefited a little bit more than we thought
we would from our state tax strategies and that such continuing benefit on the
tax rate.

Chris Bonomo: Got it. And on, as one forty-two it totals about five to ten cents
annually but it was three cents this quarter. So we're on a twelve cent run rate
now.

Scott Meyerhoff: Ten to eleven, it is a rounded number.

Chris Bonomo: Got it. Can you tell us what it is just on a quarterly basis on a
dollars basis?

Scott Meyerhoff: I'm sorry?

Chris Bonomo: How much is it per quarter on a dollars basis?

Scott Meyerhoff: I don't know the dollar number off the top of my head but I do
know it's ten to eleven cents for this year.

Chris Bonomo: Got it, thank you.

Scott Meyerhoff: Thank you.

Operator: And your next question comes from David Trossman. Please state your
affiliation.

David Trossman: Thanks. It's David Trossman from Wachovia Securities. It feels
to me like you've had a lot of success bringing the Homes and Shaw capabilities
out to your client base. I'm wondering if you could maybe give us a little more
color on the things that that facility has been able to do for the customer base
in terms of printing and rendering and the year end stuff and




then Scott, maybe you could just tell us what that acquisition contributed from
a revenue perspective in the March quarter given that it's by far the biggest
impact.

Scott Meyerhoff: Sure. David, as far as the first question, what does it mean to
our customers, well we did that transaction back in October last year, one of
the things we (inaudible) was that they were very automated shop and we're doing
roughly the same volume of print, statement rendering of print work as our
current company did and had about twenty, twenty-five percent of the number of
employees doing it. We also talked about how an addition of them out selling
their own wares, that we could go ahead and start converting some of our
customers in that Midwestern region in the Texas, Oklahoma, Kansas markets and
go ahead and start bringing those into that center. We have started doing that.

     We've started with some of the larger customers and what it actually does
being an automated process versus a manual process, we believe is it goes ahead
and gives a better product to our customers as well as gives us an opportunity
to reduce some of the manual expenditures relative to not being an automated
shop. It has allowed us to go ahead and take enough volume out of the Dallas
centers and let's say volume on the statement, rendering and print side that we
can combine those centers so that's one direct benefit. There is a schedule in
place to go ahead and convert four to eight banks per month for the foreseeable
future to that center which we believe we have the capacity and the where with
all to do and I forget the second half of your question.

David Trossman: So I'm trying to understand if you can tell us how much revenue
that business contributed in the quarter?

Scott Meyerhoff: Approximately four to four and a quarter.

David Trossman: And so if you're doing existing business but now you're doing it
differently out of that HSI facility, is that going to actually detract from the
organic revenue growth cause you're sort of (inaudible).

Scott Meyerhoff: No, there's two opportunities. For instance, in Oklahoma City
we used somebody else completely in this whole process of converting over, we
found out that there were thirty banks that were using another vendor. So
clearly the idea would be, why not use ourselves if we have the where with all
to do it, that's going to be growth because we're switching it from an external
vendor. If we're moving it from ourselves to ourselves, it's not going to be, go
away from the internal growth piece or the revenue of the company just because
it went to a center that (inaudible) was an acquired piece.




It's just really, it was six of one or half a dozen of the other and that's
exactly how it would have stayed.

David Trossman: Right, but it could be, so basically that business feels like
it's a revenue run rate that is a good chunk higher than when we thought it
would be when you acquired it because I think we were talking about maybe a
fourteen million dollar run rate then.

Scott Meyerhoff: Right, but there are pieces in the first quarter that are
relative to year end print work so I think we're right on track with what we had
projected. I don't believe we're on a sixteen or seventeen million dollar run
rate. I think we're in a fourteen to a fifteen million dollar run rate on that
business.

David Trossman: Perfect, that helps a lot.

Scott Meyerhoff: Thank you.

Operator: Your next question comes from Jeff Baker. Please go ahead.

Jeff Baker: Thanks. Follow up question. Can you guys talk about the acquisitions
opportunities and the core processing or on the merchant side that you, things
that you may pursue going forward? Thanks.

John Collins: Jeff, as you know, we don't usually spend a lot of time talking
about, certainly we don't talk about any specific acquisitions but just to be a
little more generic, rather than specific, we still on a regular basis, as I've
always said, we are constantly talking to eight, ten candidates that pretty much
stay in the queue and some of those role out, some of them go away but it's,
certainly it's always been a business line for us and we still think there are
plenty of candidates out there. There are an awful lot of candidates in the
merchant processing side that deal with a lot of community banks and a lot of
banks in general. So you know, we still don't see the landscape as having
changed much. We still think there are a lot of candidates out there to acquire
in the banking industry and the outsourcing for banks.

Jeff Baker: What about some of your, I mean some of your competitors have moved
into the credit union space. Do you see that as a viable opportunity for you
guys?

John Collins: Well I do and I always have. I've actually said it a couple of
times that we're still waiting and looking for the right opportunity. I've been
asked several times, will we get into the credit union processing? Well we will
if it's the right opportunity and it's the right software, it's the right
company and it's accretive, certainly we do some business with credit unions
already.



Certainly on the EFT side and the check processing side. So we want to
do more with credit unions and it's just a matter of having a right opportunity
to do that. And if we find it will do it.

Jeff Baker: And Scott, do you have, somebody asked a question on the SFAS 142.
Do you have the number for 2001 first quarter as well as the year?

Scott Meyerhoff: I don't have it for the full year although I will point out
that last year we had thirteen point seven million shares outstanding in the
first quarter and this year we had nineteen point one million shares outstanding
in the first quarter. So we had about a forty percent growth in shares
outstanding and as such, it really becomes a bit distorted to compare year over
year.

Jeff Baker: But you don't have a Q1 impact?

Scott Meyerhoff: No, I would imagine it would be very similar to what it was in
the first quarter of this year in terms of numbers. It'd be real close to being
the same number.

Jeff Baker: From a dollar standpoint.

Scott Meyerhoff: Correct. The only acquisitions we did, if you remember 142
stopped on July 1st so the only acquisitions we had done in the first half of
the year were on the smaller side. So the piece wouldn't be as material.

Jeff Baker: Okay and then last thing, to follow up on David's question regarding
the Holmes and Shaw acquisition, revenues were much larger than what we were or
what I was looking for. I mean clearly since that was acquired in October,
that's going to negatively impact the growth rate, internal growth rate for this
first quarter, correct?

Scott Meyerhoff: Well I don't think it negatively impacts the internal growth
rate because it's not in it. As far as, if you're saying revenue growth was up
and that internal wasn't, where the fifteen percent number is, you know, clearly
that was in the revenue number but it didn't negatively impact internal growth
in any way, shape or form.

Jeff Baker: Right and then last question, I'll hop off, John, in house versus
outsourcing trends, some of your competitors have definitely been saying that
outsourcing is strong and you know, do you see a return in house, etc.?

John Collins: No, I think the outsourcing is holding it's own. I don't think
certainly, certainly I don't see, I mean this is the world as John sees it. I



don't see a return to in house, certainly not a trend to do that. I mean you've
still got a lot of banks that are in house and a lot them will be. That's just
their, the way they handle it philosophically. I mean they think that they ought
to be doing that. But there's certainly no trend that I can see to move back to
that, if I actually wanted to say there was a trend, then the trend would still
be to continue to outsource and I even, of course, I occasionally read something
just like everybody else. I even read in The Wall Street Journal that even
larger banks were, their research indicated that larger banks were looking
harder at outsourcing. So I don't think there's at all a trend to go in house.
It's either at, well worst case I guess it depends on your perspective but in
any case, status quo is a minimum and if you said there was a trend one way or
the other, it would be to outsource I would think.

Jeff Baker: Okay great, thank you.

John Collins: Thank you sir.

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

Nick Fisken: Hi Scott, a follow up question on the EFT. Given the recent noise
focusing on your internal growth rate, can you give us the EFT revenue numbers
for Q4 of last year and first quarter of this year?

Scott Meyerhoff: We have never gone ahead and given out the numbers. We've just
given the growth rate and I don't have the fourth quarter number in front of me,
just the growth rate percentages that we've given.

Nick Fisken: Okay, and can you speak to the, if you split out the internal
growth of core versus imaging, you said combined it was ten percent. Can you
give us an idea of what that would be if it was split out?

Scott Meyerhoff: I think the core processing is a little bit higher and the
check processing is a little bit lower and by little bit, one to two points. I
don't have the empirical data in front of me so it is rough but I think that the
core piece internally is a bit quicker than the image piece.

Nick Fisken: Okay, and are you seeing that core growth coming through your new
sales efforts and new geographical areas or further penetration in your existing
territories?

John Collins: Well obviously a little of both but, well actually I may have even
misunderstood the way you said that. You're talking about new customers versus
some organic growth from our existing customers or are you talking about new
geographies?



Nick Fisken: I'm talking about new core customers. John, are you seeing them, is
it expanding like your current areas or are you going out to, I know you guys
were looking out on the West Coast to expand there. I'm wondering, that twelve
percent, is the majority of that coming from going out and signing up new banks
and new territories?

John Collins: Gosh, I don't know that I can answer about the majority. I mean
we're still very strong in the Southeast and a lot of the core business is still
coming out of that. But we are picking up customers at a favorable rate I think.
I mean I'm certainly pleased with what we're doing and the other geography. No
doubt we're still very, very strong in the Southeast. So I guess I would, and I
am guessing, I would guess that still the bulk of that growth is coming out of
the Southeast area but I'm very pleased with where we are specifically in
California. You mentioned that. I mean out on the West Coast. I think that we've
come along very nicely, certainly as much as I expected to in a new area. Those
sales are coming along pretty well. So I'm certainly pleased with the geographic
expansion but I guess we still are getting the majority of that growth out of
the Southeast and the places where we're known best.

Nick Fisken: Great, thank you.

Scott Meyerhoff: Before we go to the next question, I'd promised an answer on
cashflow from ops. Excluding that five million dollar piece that we put in the
escrow, cashflow from ops was about six and a half million dollars and capex in
the first quarter was about two point four.

John Collins: With that we'll go to the next question. Jennifer.

Operator: Okay great. The next question comes from David Trossman. Please go
ahead.

David Trossman: Thanks and Scott, just chastise me if I'm getting too much into
detail here. But I was a little surprised that the deferred revenue didn't go up
in the March quarter for billing of DPS, on subscription revenue. If we changed
the billing cycle there, is that sort of more integrated there into what you're
doing with your community banks?

Scott Meyerhoff: Well actually you're wrong on one part, actually two parts but
I'll go through each individually. The deferred revenue did go up about one
point five million dollars but the deferred revenue on DPSC which is the
regulatory reporting division is billed four times a year and it's billed four
times a year, about twenty-five percent of the customers go through each billing
cycle for a year in advance. So you wouldn't see a year end spike on that, you'd
get that four times a year at the end of each quarter.



David Trossman: Got you, good and very generically John, would you say that
you're getting more revenue growth and traction out of new customers or do these
really strong revenue numbers come from selling more stuff to existing
customers?

John Collins: I think that that even varies quite a bit by business line.
Certainly we're getting strong growth on the course side out of new customers
although we are getting growth out of customers just getting larger but new
customers would be the real focus on that side. On the EFT side it's a closer
combination. I mean we still have a lot of new customers but we still get some
tremendous growth from existing customers. So by product line it does vary but
certainly we're still very actively selling and are very pleased with our sales
force and where we're headed on that front.

David Trossman: Thanks.

John Collins: Thank you.

Operator: Once again if there are any other questions please press star one on
your touch tone phone. Your next question comes from Tony Lisa. Please state
your affiliation.

Tony Lisa: Tony Lisa, HLM Management Company. Great quarter guys. John, I was
wondering, going back to a previous question asked, you made the comment about
putting your community banks back into the merchant processing business if you
will and the logic for this whole acquisition as we've discussed before seems
to, for me at least, revolve around that thinking. Can you get a little bit more
specific in terms of how you bring the pricing down and how you're structured
going at this business relative to who they're serviced by now brings the
pricing down such that it is a profitable business opportunity for them.

John Collins: Yes sir. I'll try to get a little bit more specific. I'll even try
to quote some numbers but understand that I'm not the technician here nor the
mathematician so I'll round them out pretty well.

Tony Lisa: Fair enough.

John Collins: Specifically we have dealt with one customer, one entity, I'll
call it that, who was offering services through community banks that they were
having, that the community bank was having to charge about a four count discount
rate just to pick numbers. And again, don't hold me to this. I'm not the guy
that knows the numbers. I deal with Scott, if a question involves a number, he
has to answer. But about a four percent discount rate was being offered to
community banks and this particular entity had several hundred, at



least a couple of hundred community banks on their program and those community
banks were being forced to charge about a four percent discount rate because
there was about three parties involved and I really would prefer Tony not to
name the vendor.

Tony Lisa: Sure.

John Collins: I don't think that's really an important part as far as which
vendor but this is run of the mill, this is the way it works. But in charging a
four percent discount rate.

Tony Lisa: Could you go through what each of those vendors are just so that I
sort of have the map down.

John Collins: Well I think some of the vendors.

Tony Lisa: Not the names but the business.

John Collins: Well it's all across, what do you mean the business?

Tony Lisa: What each vendor does so I have the map of the whole process and how
you kind of replace them when it's all said and done.

John Collins: Well the vendors, really it's the line up of usual suspects. I
mean it's FDC or the FDR division, the Concord and then I guess Nova was
acquired and I'm sorry I can't remember who acquired Nova. Somebody help me.

Scott Meyerhoff: US Bank.

John Collins: US Bank acquired Nova and then you've got global and oddly enough,
some of these people don't handle everything. Global handles certain components
and they're real good at certain things and people use them. Hopefully somebody
in this room is going to help me if I'm messing this up. I think Scott's heard a
lot of this too. But these globals may be a call center, they may use vital to
drive terminals, they may use FDR for some component.

     So there may be several vendors along the way in any of these deals that
are structured that actually run through community banks up to and including,
what's Equifax new name. Certigy (ph) offers services also but then they do use
other vendors for other components such as call center. So back to the point of
the discount rate, they came to this discount rate because of all these various
vendors and what they charge. So the banks that we looked at, this particular
group that I'm talking about that's a real example



had about twenty merchants per bank, yet if you look at, you take a small pocket
of say Concords. They do some business with community banks too. Their banks may
have two hundred merchants per bank and it's the reason, Lynn was just pointing
to me that our merchant portfolio, that we do this, they have about two hundred
per bank. But their prices were a little more competitive than this four percent
discount rate.

     To get to this point and try to make this story a little shorter is that we
think we can get this down to a couple of points and that that will be the types
of fees that the bigger players are passing on to the bigger players. And if we
can do that for a community bank, then our theory here is that that community
bank already has a relationship with a hundred merchants in town or two hundred
or whatever the number is. And the reason they can't get their business is
because you can't go to the guy even if you're loaning him money, banking him
otherwise, you can't go and say I know sixty percent of your retail business
goes through a credit card and I want to charge you four instead of two. The guy
will just look at you funny.

     So we think that what we can do by being a tier one processor which is
where we are, where we'll be when we close this final transaction, we think that
the position it puts us in is we can cut out a lot of the middle man businesses
and we can charge that type of rate or at least put the bank in the position
where they can charge that type of rate to their merchant so that they're not
looking at doubling the price and they can go in and instead of Nova getting
that business that they'll take it back from Nova. I mean that's the view that
we have.

Tony Lisa: And at the end of the day does it come down to the fact that you have
all those sort of intermittent processes that you, you know, call centers,
terminals, whatever and you can provide sort of soup to nuts what the bank
needs?

John Collins: Yes, I think so. I think that is the point.

Tony Lisa: So at the end of the day then, in addition to a new business
opportunity, you hope to get some leverage out of existing sort of facilities if
you will by driving this business forward?

John Collins: Certainly. I mean we hope to get that. We're not projecting any of
that. We try not to look at things like that as far as trying to build models
but sure, we hope to get some synergies out of not only facilities and people
and computer rooms but out of sales, out of our partnerships. I mean we hope to
actually get some synergies from all aspects of our business. We think, I've
even had some comments about somebody wondering how this fits into our business.
We think this is our business. I've said for four years that



we want to offer anything to a bank from the back room standpoint that any type
of technology or outsourcing that the bank uses. Well as far as I'm concerned, I
know that a lot of people have looked at this a different way in recent years
but credit card processing is bank. I mean there's a lot of independent
companies in it but the card is issued by a bank, you have to be a bank to sign
up a merchant, the banks own Mastercard and Visa, I mean their association, this
is banking. So clearly this is just more banking to me, it's just more community
banking, more mid range banking. I mean we focus on five hundred million and
below but some of our banks grow larger and we're not going to get rid of them
if they get bigger. So this is still banking to me.

Tony Lisa: Thanks very much and again guys, congratulations on another good
quarter.

Operator: Your next question comes from Lee Hicks. Please state your
affiliation.

Lee Hicks: This is Lee Hicks with Off Wall Street. I know in the last conference
call you guys commented on the seasonality in the EFT business. Can you give us
a number sequentially, how that went from the fourth quarter to the first
quarter?

Scott Meyerhoff: Actually Lee, this is Scott. Nick Fisken had asked that
question a couple of minutes ago and I told him I didn't not have that
information handy. I told him I'd be willing to go ahead and get with him off
line and give that and I'd be glad to give you the same.

Lee Hicks: Okay, thank you.

John Collins: All right, so thank you.

Operator: Okay, there are no further questions at this time.

John Collins: All right, well thanks very much. As always, it's a pleasure
talking with everyone on the call and we continue to just look forward to doing
what we say we'll do. That's always been our goal and we'll continue that.
Thanks very much, have a good day.

Operator: This concludes today's conference call. Please disconnect your lines
and have a great day.