<SUBMISSION>
<ACCESSION-NUMBER>0000950144-00-014268
<TYPE>SC 13D
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20001120
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>NETZEE INC
<CIK>0001094335
<ASSIGNED-SIC>7389
<IRS-NUMBER>582488883
<STATE-OF-INCORPORATION>GA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
<ACT>34
<FILE-NUMBER>005-59889
<FILM-NUMBER>773613
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>6190 POWERS FERRY RD
<STREET2>SUITE 400
<CITY>ATLANTA
<STATE>GA
<ZIP>30339
<PHONE>7708504000
</BUSINESS-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>HARLAND JOHN H CO
<CIK>0000045599
<ASSIGNED-SIC>2780
<IRS-NUMBER>580278260
<STATE-OF-INCORPORATION>GA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2939 MILLER RD
<CITY>DECATUR
<STATE>GA
<ZIP>30035
<PHONE>7709819460
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2939 MILLER RD
<CITY>DECATUR
<STATE>GA
<ZIP>30039
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>g65615sc13d.txt
<DESCRIPTION>NETZEE, INC. / JOHN H. HARLAND COMPANY
<TEXT>

<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                 (RULE 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                                (Amendment No. )*

                                  NETZEE, INC.
                                ----------------
                                (Name of issuer)

                      COMMON STOCK, NO PAR VALUE PER SHARE
                      ------------------------------------
                         (Title of class of securities)

                                   64122W 10 8
                                 ----------------
                                 (CUSIP Number)


                             JOHN H. HARLAND COMPANY
                                2939 MILLER ROAD
                             DECATUR, GEORGIA 30035
                           ATTN: JOHN C. WALTERS, ESQ.
                            TELEPHONE: (770) 593-5617
                  (Name, address and telephone number of person
                authorized to receive notices and communications)


                                    Copy to:
                              ALAN J. PRINCE, ESQ.
                                 KING & SPALDING
                              191 PEACHTREE STREET
                           ATLANTA, GEORGIA 30303-1763
                            TELEPHONE: (404) 572-4600

                               NOVEMBER 10, 2000
                               -----------------
             (Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box:  [ ]

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).




                         (Continued on following pages)

<PAGE>   2




CUSIP NO. 20589S105

1.     NAMES OF REPORTING PERSON
       IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

              JOHN H. HARLAND COMPANY
              58-0278260

2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) [ ]
                                                                     (b) [ ]
3.     SEC USE ONLY

4.     SOURCE OF FUNDS*
              OO

5.     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
       PURSUANT TO ITEMS 2(d) or 2(e)                                    [ ]

6.     CITIZENSHIP OR PLACE OF ORGANIZATION
              GEORGIA

 NUMBER OF          7.     SOLE VOTING POWER                   4,400,000
   SHARES
BENEFICIALLY        8.     SHARED VOTING POWER                    NONE
  OWNED BY
   EACH             9.     SOLE DISPOSITIVE POWER              4,400,000
 REPORTING
  PERSON
   WITH             10.    SHARED DISPOSITIVE POWER               NONE

11.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              4,400,000 SHARES

12.    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
       CERTAIN SHARES*                                                   [ ]

13.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
              16.7% BASED UPON 26,428,083 SHARES OUTSTANDING ON NOVEMBER 10,
              2000

14.    TYPE OF REPORTING PERSON*
              CO


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





                                Page 2 of 9 Pages
                             Exhibit Index on Page 9

<PAGE>   3



         This statement is filed by John H. Harland Company, a Georgia
corporation ("Harland") and its subsidiaries; Concentrex Incorporated
("Concentrex") (Fed. ID 93-0704365), an Oregon corporation and a wholly owned
subsidiary of Harland; MoneyScape Holdings, Inc. ("MoneyScape") (Fed. ID
93-1269246), an Oregon corporation and a wholly owned subsidiary of Concentrex
and Meca Software, L.L.C. ("Meca") (Fed. ID 06-1428558), a Delaware limited
liability company and a wholly owned subsidiary of Concentrex and MoneyScape.
This statement relates to the sale of certain assets by Harland, Concentrex,
MoneyScape and Meca (the "Sellers") to Netzee, Inc. in exchange for 4,400,000
shares of common stock of Netzee, Inc., no par value, upon the terms and subject
to the conditions set forth in the Asset Purchase Agreement (defined in Item 3).
The shares are held in the amounts and in names as follows: Concentrex, 880,000
shares; MoneyScape, 880,000 shares and Meca, 2,640,000 shares.

ITEM 1. SECURITY AND ISSUER.

        The class of equity securities to which this Schedule 13D relates is
the common stock, no par value (the "Common Stock"), of Netzee, Inc. (the
"Issuer"), a Georgia corporation. The address of the Issuer's principal
executive offices is 6190 Powers Ferry Road, Suite 400, Atlanta, Georgia 30339.

ITEM 2. IDENTITY AND BACKGROUND.

(a) - (c) and (f) Harland was founded in 1923 as a general printer and
lithographer. Harland is incorporated under the laws of Georgia and has its
principal executive offices at 2939 Miller Road, Decatur, Georgia 30035. The
common stock of Harland is listed on the New York Stock Exchange under the
symbol "JH." Concentrex is an Oregon corporation and a wholly owned subsidiary
of Harland and has its principal executive offices at 400 S.W. 6th Avenue,
Portland, Oregon 97204. MoneyScape is an Oregon Corporation and a wholly owned
subsidiary of Concentrex and has its principal executive offices at 400 S.W. 6th
Avenue, Portland, Oregon 97204. Meca is a Delaware limited liability company and
a wholly owned subsidiary of Concentrex and MoneyScape and has its principal
executive offices at 115 Corporate Drive, Trumbull, Connecticut 06611.

         The Sellers do not constitute a group within the meaning of Rule 13d-5
of the Securities Exchange Act of 1934 (the "Act") since the entire beneficial
ownership of the entities holding the shares is held by Harland. This Schedule
13D is being filed by Harland on behalf of the Sellers as one reporting person
("Reporting Person").

         Schedule I sets forth the names of the officers and directors of
Harland, Concentrex, MoneyScape and Meca.

         (d) - (e) During the last five years, neither the Reporting Person nor,
to the best knowledge of the Reporting Person, any of the persons listed in
Schedule I, (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
the person from future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation of such
laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

        The Reporting Person and the Issuer entered into the Asset Purchase
Agreement by and among Netzee, Inc., John H. Harland Company, Concentrex
Incorporated, Meca Software, L.L.C. and Moneyscape Holdings, Inc. dated
September 29, 2000, incorporated by reference from Form 10-Q filed by Netzee,
Inc. on November 14, 2000, and on November 10, 2000 the Reporting Person and
the Issuer entered into Amendment No. 1 to the asset purchase agreement
(together, the "Asset Purchase Agreement") pursuant to which the Issuer agreed
to purchase certain assets of the Reporting Person in exchange for 4,400,000
shares of Issuer's Common Stock upon the terms and subject to the conditions set
forth in the Asset Purchase Agreement.





                                Page 3 of 9 Pages
                             Exhibit Index on Page 9


<PAGE>   4

        Also in connection with the Asset Purchase Agreement, Harland agreed to
lend the Issuer $5,000,000 subject to the terms and conditions in the agreement.
The funds for the loan to the Issuer came from the working capital of Harland.

ITEM 4. PURPOSE OF TRANSACTION.

        (a) - (j) The Reporting Person entered into the Asset Purchase
Agreement with the intent of having a common equity investment interest in the
Issuer.

         In accordance with the Asset Purchase Agreement, Reporting Person has
designated two members to the board of directors of the Issuer which members
began serving as board members as of November 10, 2000. The Issuer is required
to provide in its proxy statement for 2001 and 2004 for the nomination of
Harland's Class II director nominee (the designated board member will serve 3
year terms in the Issuer's staggered board election system). The Issuer is
required to provide in its Proxy Statement for 2002 and 2005 for the nomination
of Harland's Class III director nominee. The Issuer is only required to nominate
the directors selected by Harland at the 2004 and 2005 annual meetings if
Harland owns at least 10% of the outstanding shares of the Issuer's Common
Stock, and shall only be required to nominate the Class II director at the 2004
annual meeting if Harland owns less than 10% but at least 5% of the outstanding
shares of Netzee Common Stock. In addition, one of the directors designated by
Harland and as specified by Harland shall also serve on the compensation
committee of Netzee's Board of Directors and the executive committee, if one is
established.

        Reporting Person has no plans or proposals relating to any matters
specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. However,
Reporting Person reserves the right to adopt such plans or proposals in the
future, subject to applicable regulatory requirements, if any. Depending upon
market conditions, an evaluation of the business and prospects of the Issuer and
other factors, Reporting Person or its affiliates may, in its sole discretion,
purchase additional shares of Issuer Common Stock or dispose of the subject
shares of Common Stock from time to time in the open market, in privately
negotiated transactions or otherwise, subject to market conditions and other
factors.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

         (a) - (d) The transactions which are the subject of the Asset Purchase
Agreement were closed on November 10, 2000. As a result, the Reporting Person
beneficially owns and has the sole power to vote and dispose of 4,400,000 shares
of Common Stock, representing approximately 16.7% of the outstanding shares of
Common Stock of the Issuer. The calculation of the foregoing percentage is based
on the number of shares of Common Stock disclosed to the Reporting Person by the
Issuer as issued and outstanding as of November 10, 2000.

        Except as set forth herein, to the knowledge of the Reporting Person,
no director or executive officer of the Reporting Person beneficially owns any
other shares of the Issuer.

        Except as set forth in this Item 5, the Reporting Person has not
effected any transactions in the Common Stock during the past 60 days.

         (d) - (e)  Not applicable.

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER.

        The information contained in Items 3 and 4 is incorporated herein by
reference.



                                Page 4 of 9 Pages
                             Exhibit Index on Page 9

<PAGE>   5


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

*1.     Asset Purchase Agreement by and among Netzee, Inc., John H. Harland
        Company, Concentrex Incorporated, Meca Software, L.L.C. and Moneyscape
        Holdings, Inc. dated September 29, 2000 ("Asset Purchase Agreement")

2.      Amendment No. 1 to the Asset Purchase Agreement by and among Netzee,
        Inc., John H. Harland Company, Concentrex Incorporated, Meca Software,
        L.L.C. and Moneyscape Holdings, Inc. dated November 10, 2000.

------------
*       Incorporated by reference from the Form 10-Q, filed with the Securities
        and Exchange Commission on November 14, 2000 by Issuer.





                                Page 5 of 9 Pages
                             Exhibit Index on Page 9


<PAGE>   6


                                    SIGNATURE

         After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.

Dated:  November 20, 2000



                                        JOHN H. HARLAND COMPANY

                                        By: /s/ John C. Walters
                                           ------------------------------------
                                           Name: John C. Walters
                                           Title: Vice President and Secretary



                                Page 6 of 9 Pages
                             Exhibit Index on Page 9

<PAGE>   7


                                   SCHEDULE 1

          Set forth below is the name and position of each of the executive
officers and directors of (i) Harland, (ii) Concentrex, (iii) MoneyScape and
(iv) Meca.

          Except as otherwise indicated, the principal occupation of each person
listed below is as a senior officer of Harland, Concentrex, MoneyScape and Meca,
as the case may be. Each person listed below is a citizen of The United States.

          The business address of each person at Harland is 2939 Miller Road,
Decatur, Georgia 30035. The business address of each person at Concentrex and
MoneyScape is 400 S.W. 6th Avenue, Portland, Oregon 97204. The business address
of each person at Meca is 115 Corporate Drive, Trumbull, Connecticut 06611.

                             JOHN H. HARLAND COMPANY

Executive Officers and Directors


<TABLE>
<CAPTION>

Name                                 Position
----                                 ---------------------------------------------
<S>                                  <C>
Timothy C. Tuff                      President and Chief Executive Officer
Charles B. Carden                    Vice President and Chief Financial Officer
John C. Walters                      Vice President, Secretary and General Counsel
William S. Antle III                 Director
Juanita P. Baranco                   Director
John D. Johns                        Director
Richard K. Lochridge                 Director
John J. McMahon Jr.                  Director
G. Harold Northrop                   Director
Larry L. Prince                      Director
Eileen M. Rudden                     Director

</TABLE>



                                Page 7 of 9 Pages
                             Exhibit Index on Page 9

<PAGE>   8


                            CONCENTREX INCORPORATED

Executive Officers and Directors

<TABLE>
<CAPTION>

Name                                       Position
----                                       ------------------------------------
<S>                                        <C>
Timothy C. Tuff                            President and Chairman
Charles B. Carden                          Vice President and Director
John C. Walters                            Vice President, Secretary and Director
John Stakel                                Vice President and Treasurer
</TABLE>

                           MONEYSCAPE HOLDINGS, INC.

Executive Officers

<TABLE>
<CAPTION>

Name                                    Position
----                                    ----------------------------------------
<S>                                     <C>
Timothy C. Tuff                         President and Chairman
John C. Walters                         Vice President, Secretary and Director
Michael Dollar                          Vice President, Controller and Director
John Stakel                             Vice President and Treasurer
</TABLE>


                                  MECA, L.L.C.

<TABLE>
<CAPTION>

Name                                    Position
----                                    ----------------------------------------
<S>                                     <C>
Timothy C. Tuff                         President and Manager
John C. Walters                         Vice President, Secretary and Manager
Michael Dollar                          Vice President, Controller and Manager
John Stakel                             Vice President and Treasurer
</TABLE>





                                Page 8 of 9 Pages
                             Exhibit Index on Page 9

<PAGE>   9


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit           Description
-------           -----------
<S>         <C>
  *1.       Asset Purchase Agreement by and among Netzee, Inc., John H. Harland
            Company, Concentrex Incorporated Meca Software, L.L.C. and
            Moneyscape Holdings, Inc. dated September 29, 2000 ("Asset Purchase
            Agreement")*

   2.       Amendment No. 1 to the Asset Purchase Agreement by and among Netzee,
            Inc., John H. Harland Company, Concentrex Incorporated, Meca
            Software, L.L.C. and Moneyscape Holdings, Inc. dated November 10,
            2000.
</TABLE>

------------------

   *        Incorporated by reference from the Form 10-Q, filed with the
            Securities and Exchange Commission on November 14, 2000 by Issuer.







                                Page 9 of 9 Pages
                             Exhibit Index on Page 9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>g65615ex2.txt
<DESCRIPTION>AMENDMENT TO ASSET PURCHASE AGREEMENT
<TEXT>

<PAGE>   1
                                                                       EXHIBIT 2


                                 AMENDMENT NO. 1

                                       TO

                            ASSET PURCHASE AGREEMENT

         THIS AMENDMENT NO. 1 (this "AMENDMENT") to the Asset Purchase Agreement
is dated and effective as of November 10, 2000, by and among Netzee, Inc., a
Georgia corporation ("NETZEE"), John H. Harland Company, a Georgia corporation
("HARLAND"), Concentrex Incorporated, an Oregon corporation ("CONCENTREX"), Meca
Software, L.L.C., a Delaware limited liability company ("MECA"), and MoneyScape
Holdings, Inc., an Oregon corporation ("MONEYSCAPE"). Harland, Concentrex, Meca
and MoneyScape are collectively referred to herein as the "SELLERS." Netzee and
the Sellers are referred to herein as the "PARTIES."

                               W I T N E S S E T H :

         WHEREAS, Netzee and the Sellers entered into an Asset Purchase
Agreement dated and effective as of September 29, 2000 (the "ASSET PURCHASE
AGREEMENT"), pursuant to which Netzee will buy substantially all of the assets
and assume certain of the liabilities relating to, and the Sellers will sell
substantially all of the assets utilized by, the Business, upon the terms and
conditions set forth in the Asset Purchase Agreement. The Parties now desire to
amend the Asset Purchase Agreement in certain respects.

         NOW, THEREFORE, for and in consideration of the premises and of the
mutual covenants and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto agree, with the intent to be legally bound, as
follows:

         1. DEFINED TERMS. All capitalized  terms used herein shall have the
same meanings ascribed to them in the Asset Purchase Agreement.

         2. AMENDMENT TO ASSET PURCHASE AGREEMENT

            a. Section 1.5(c) of the Asset Purchase Agreement is amended by
deleting the first sentence of Section 1.5(c) in its entirety and by inserting
in lieu thereof the following:

            The purchase price shall be allocated as mutually agreed upon by the
            Parties on or before December 31, 2000.

            b. Section 1.5(d) of the Asset Purchase Agreement is amended by
deleting Section 1.5(d) in its entirety and by inserting in lieu thereof the
following:

               (d) Prepaid Items. On or before December 31, 2000, Harland shall
            pay in cash to Netzee all of the Sellers' deferred revenue as of
            October 31, 2000 with respect to the Purchased Assets or the Assumed
            Liabilities, determined in accordance with generally accepted
            accounting principles, less



                                       1
<PAGE>   2


          those costs that are attributable to the employment of the Leased
          Employees paid by Harland for periods after October 31, 2000 to
          employees of Sellers leased to Netzee pursuant to the Netzee Employee
          Lease Agreement dated the date hereof, for use in the Business;
          provided, however, if the amounts paid by Harland pursuant to the
          Netzee Employee Lease Agreement exceed the amount of Sellers' deferred
          revenue described above, Netzee will pay Harland, in cash, the
          difference between such amounts on or before such date.

          c. Section 1.6 of the Asset Purchase Agreement is amended by deleting
Section 1.6 in its entirety and by inserting in lieu thereof the following:

             1.6 SECOND CLOSING. The consummation of the purchase and sale of
          the Purchased Assets and the consummation of the other transactions
          contemplated hereby (other than in respect of the Initial Closing)
          (the "SECOND CLOSING") shall take place at 10:00 a.m., local time, on
          November 10, 2000, at the offices of Sutherland Asbill & Brennan LLP,
          999 Peachtree Street, N.E., Atlanta, Georgia 30309, or at such other
          time, date or place as the Parties agree (the "SECOND CLOSING DATE").
          For accounting purposes and for purposes of Sections 1.5(d), 1.10(a)
          and 1.10(c) only, the Parties shall treat the purchase and sale of the
          Purchased Assets contemplated by the Second Closing as effective as of
          the close of business on October 31, 2000; for all other purposes, the
          Parties shall treat such purchase and sale effective as of the Second
          Closing Date.

          d. Section 5.14 of the Asset Purchase Agreement is amended by deleting
the phrase (i) "the Second Closing" wherever it appears and replacing them with
the words "the close of business on November 29, 2000" and (ii) "the Second
Closing Date" in Section 5.14(c) and replacing it with the words "the close of
business on November 29, 2000."

          e. Section 5.16 of the Asset Purchase Agreement is amended by deleting
Section 5.16 in its entirety and by inserting in lieu thereof the following:

             5.16 APPOINTMENT AND NOMINATION OF DIRECTORS. On or prior to the
          Second Closing Date, the number of directors of Netzee's Board of
          Directors shall be increased by two. Netzee shall cause one person
          designated by Harland to be appointed to Netzee's Board of Directors
          as a "Class II" director (the "CLASS II DIRECTOR") until the next
          election of directors in 2001. Netzee shall provide in Netzee's proxy
          statement for its 2001 and 2004 annual meetings of shareholders (and
          any interim shareholders meetings where the Class II Director stands
          for election) for the nomination of the Class II Director designee of
          Harland to serve as a director of Netzee for a three year term. Netzee
          shall cause one person designated by Harland to be appointed to
          Netzee's Board of Directors as a "Class III" director (the "CLASS III
          DIRECTOR") until the next election of directors in



                                       2
<PAGE>   3

          2001. Netzee shall provide in Netzee's proxy statement for its 2001
          annual meeting of shareholders for the nomination of the Class III
          Director designee of Harland to serve as a director of Netzee until
          the 2002 annual meeting of shareholders, which is the next annual
          meeting of shareholders at which all "Class III" directors of Netzee
          stand for election. Netzee shall also provide in Netzee's proxy
          statement for its 2002 and 2005 annual meetings of shareholders (and
          any interim shareholders meetings where the Class III Director stands
          for election) for the nomination of the Class III Director designee of
          Harland to serve as a director of Netzee for a three year term.
          Notwithstanding the foregoing provisions of this Section 5.16, Netzee
          shall be required to nominate both the Class II Director selected by
          Harland at the 2004 annual shareholders meeting, and the Class III
          Director selected by Harland at the 2005 annual shareholders meeting,
          only if Harland (or its affiliates), at the time of such nomination,
          owns at least 10% of the outstanding shares of Netzee Common Stock;
          and Netzee shall be required to nominate only the Class II Director
          selected by Harland at the 2004 annual shareholders meeting if
          Harland, at the time of such nomination, owns less than 10% but at
          least 5% of the outstanding shares of Netzee Common Stock. In
          addition, either the Class II Director or Class III Director
          designated by Harland and as specified by Harland shall be appointed
          at or before the first meeting of the Board of Directors of Netzee
          following the Second Closing Date to serve on the compensation
          committee of Netzee's Board of Directors and the executive committee,
          if one is established, during the tenure of such director.

          f. The Asset Purchase Agreement is amended to insert a new Section
5.22 which shall read as follows:

             5.22  DIVISION OF SOFTWARE; ETC.

             (a) Software. The Parties recognize that certain components,
          modules and items of software and source code utilized by the
          Business, some of which are described in an October 27, 2000
          memorandum entitled "Harland - Netzee Transaction Disposition of
          Intellectual Property" (each a "SOFTWARE COMPONENT") may also be
          utilized by one or more of the Sellers in respect of their other
          business operations. The Parties acknowledge that the Sellers have
          licensed from third party vendors the object code of certain Software
          Components, which upon Sellers' information and belief are generally
          available for purchase, license or acquisition through the appropriate
          vendor. Also, the Sellers may have developed or own certain Software
          Components. Promptly following the Second Closing Date, the Parties
          shall determine (i) which Software Components are exclusively utilized
          by the Business and not by any of the other business operations of the
          Sellers, and the Sellers shall execute documents reasonably necessary
          to assign the ownership or license of such Software Components to
          Netzee at no



                                       3
<PAGE>   4

          cost; and (ii) which Software Components are used both by the Business
          and by one or more of the Sellers' other business operations and which
          Party shall be the licensee or owner of such Software Components (and
          if it is used primarily in the Business, Netzee shall be the owner or
          primary licensee), and the non-owning or non-licensed Parties which
          also utilize such Software Components shall be granted a perpetual,
          royalty-free, non-exclusive and non-transferable license or
          sub-license (as the case may be) on terms and conditions mutually
          satisfactory to the Parties and the third-party licensors, as
          appropriate, including (in the event ownership of certain Software
          Components is transferred) the right to modify and amend such Software
          Components in accordance with the needs of the subsequent owner
          without the obligation to supply such modification and amendments to
          the prior owner. Until such determinations are made and licenses or
          assignments of ownership are executed, as between Sellers and Netzee,
          Netzee shall be able to use free of charge all Software Components
          necessary for the Business solely for internal use, and each Party
          which currently maintains or supports a Software Component shall
          continue to maintain and support such Software Component at such
          Party's sole cost and expense. In connection with the transactions
          contemplated under this Section 5.22 and to the extent of each
          Parties' continued use of the Software Components, the Parties will in
          any event comply with all third party licenses of the Software
          Components. Harland shall be responsible for any commercially
          reasonable transfer fees paid to third parties by Netzee in obtaining
          licenses consistent with the Business' current use in respect of third
          party licensed Software Components primarily utilized by the Business
          (relative to the applicable Seller's use) for which the current
          license cannot be assigned or sublicensed without a transfer fee or
          other similar payment to Netzee consistent with its current use by the
          Business.

               (b) Retained Assets. If any Retained Assets described in Section
          1.2(b) are necessary for the conduct of the Business in a manner
          consistent with past practice, the Parties will work together to
          implement an equitable arrangement to make them available to Netzee,
          and at no cost to Netzee if it does not cost Sellers to do so;
          provided, that the foregoing shall not apply to (i) the Software
          Components which are dealt with in Section 5.22(a) or (ii) the
          physical infrastructure needed for Netzee to utilize the space in the
          Portland, Oregon facility (the "PORTLAND INFRASTRUCTURE"). On or
          before December 31, 2000, or promptly upon Netzee incurring the costs
          if after December 31, 2000, Harland will reimburse Netzee for fifty
          percent (50%) of Netzee's costs for the Portland Infrastructure, other
          than build out, up to a maximum payment by Harland of $40,000.

         3. NO OTHER EFFECT. Except as expressly modified by this Amendment, the
Asset Purchase Agreement shall remain in full force and effect pursuant to its
terms.



                                       4
<PAGE>   5

         4.       MISCELLANEOUS.

                  (a) Captions; Certain Definitions. Titles and captions of or
in this Amendment are inserted only as a matter of convenience and for reference
and in no way define, limit, extend or describe the scope of this Amendment or
the intent of any of its provisions.

                  (b) Controlling Law. This Amendment shall be governed by and
be construed and enforced in accordance with the laws of the United States of
America and the State of Georgia, excluding choice of law principles.

                  (c) Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall be an original, and each of which shall
constitute one and the same agreement. Any Party may deliver an executed copy of
this Amendment by facsimile transmission to another Party, and such delivery
shall have the same force and effect as any other delivery of a manually signed
copy of this Amendment.

                    [Signatures begin on the following page.]





                                       5
<PAGE>   6



         IN WITNESS WHEREOF, Netzee and the Sellers have caused this Amendment
to be executed by their duly authorized officers as of the day and year first
above written.

                                          NETZEE, INC.

                                          By: /s/ Richard S. Eiswirth
                                             --------------------------------
                                          Richard S. Eiswirth
                                          Senior Executive Vice President and
                                          Chief Financial Officer



                                          JOHN H. HARLAND COMPANY

                                          By: /s/ John C. Walters
                                             --------------------------------
                                          Name: John C. Walters
                                          Title: Vice President



                                          CONCENTREX INCORPORATED

                                          By: /s/ John C. Walters
                                             --------------------------------
                                          Name: John C. Walters
                                          Title: Vice President



                                          MECA SOFTWARE, L.L.C.

                                          By: /s/ John C. Walters
                                             --------------------------------
                                          Name:  John C. Walters
                                          Title:  Vice President



                                          MONEYSCAPE HOLDINGS, INC.

                                          By: /s/ John C. Walters
                                             --------------------------------
                                          Name: John C. Walters
                                          Title: Vice President



                                       6
</TEXT>
</DOCUMENT>
</SUBMISSION>
