<SUBMISSION>
<ACCESSION-NUMBER>0000950144-00-009678
<TYPE>SC TO-T/A
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<GROUP-MEMBERS>HARLAND JOHN H CO
<GROUP-MEMBERS>JH ACQUISITION CORP
<SUBJECT-COMPANY>
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<CONFORMED-NAME>CFI PROSERVICES INC
<CIK>0000908180
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<STATE-OF-INCORPORATION>OR
<FISCAL-YEAR-END>1231
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<ACT>34
<FILE-NUMBER>005-45577
<FILM-NUMBER>689764
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>400 S W SIXTH AVE
<STREET2>SUITE 200
<CITY>PORTLAND
<STATE>OR
<ZIP>97204
<PHONE>5032747280
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<STREET1>400 S W SIXTH AVE
<STREET2>STE 200
<CITY>PORTLAND
<STATE>OR
<ZIP>97204
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<STREET1>2939 MILLER RD
<CITY>DECATUR
<STATE>GA
<ZIP>30035
<PHONE>7709819460
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<STREET1>2939 MILLER RD
<CITY>DECATUR
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<TYPE>SC TO-T/A
<SEQUENCE>1
<FILENAME>scto-ta.txt
<DESCRIPTION>CONCENTREX INCORPORATED / JOHN H. HARLAND COMPANY
<TEXT>

<PAGE>   1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   SCHEDULE TO
                                 (RULE 14D-100)
            TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 1)

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

                             CONCENTREX INCORPORATED
                            (Name of Subject Company)

                              JH ACQUISITION CORP.
                                       and
                             JOHN H. HARLAND COMPANY
                                   (Offerors)
    (Names of Filing Persons (identifying status as offeror, issuer or other
                                    person))

                      COMMON STOCK, NO PAR VALUE PER SHARE
                         (Title of Class of Securities)

                                    20589S105
                      (Cusip Number of Class of Securities)

                              JH ACQUISITION CORP.
                           C/O JOHN H. HARLAND COMPANY
                                2939 MILLER ROAD
                             DECATUR, GEORGIA 30035
                              ATTN: JOHN C. WALTERS
                            TELEPHONE: (770) 593-5617
            (Name, Address and Telephone Number of Person Authorized
          to Receive Notices and Communications on Behalf of Offerors)

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

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

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

                            CALCULATION OF FILING FEE
--------------------------------------------------------------------------------
              TRANSACTION VALUATION                AMOUNT OF FILING FEE*
--------------------------------------------------------------------------------

                  $41,968,619                            $8,394
--------------------------------------------------------------------------------

*        For the purpose of calculating the fee only, this amount assumes the
         purchase


<PAGE>   2



         of 5,995,517 shares of common stock, no par value per share, of
         Concentrex Incorporated at $7.00 per share. Such number includes all
         outstanding shares as of July 17, 2000, and assumes the exercise of all
         in-the-money stock options to purchase shares of Common Stock which are
         outstanding as of such date.

[X]      Check the box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:    $8,394        Filing Party:   John H. Harland Company
                                                         JH Acquisition Corp.
Form or Registration No.:  Schedule TO   Date Filed:     July 21, 2000

[ ]      Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer.

         Check the appropriate boxes below to designate any transactions to
         which the statement relates:

         [X]      third-party tender offer subject to Rule 14d-1.

         [ ]      issuer tender offer subject to Rule 13e-4.

         [ ]      going-private transaction subject to Rule 13e-3.

         [ ]      amendment to Schedule 13D under Rule 13d-2.

         Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


<PAGE>   3


                                                                    Page 2 of 13


         This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission on July 21, 2000, by John H. Harland Company, a Georgia corporation
("Harland"), and JH Acquisition Corp., an Oregon corporation and a wholly owned
subsidiary of Harland (the "Offeror"). The Schedule TO relates to the offer by
the Offeror to purchase all the outstanding shares of common stock, no par value
(the "Shares"), of Concentrex Incorporated, an Oregon corporation
("Concentrex"), at a purchase price of $7.00 per Share, net to the seller in
cash, less any required withholding taxes and without interest thereon (the
"Offer Price"), upon the terms and subject to the conditions set forth in the
related offer to purchase dated July 21, 2000 (the "Offer to Purchase"), and in
the related letter of transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer").

ITEMS 1 THROUGH 9, 11 and 12

         Items 1 through 9, 11 and 12 of the Schedule TO which incorporate by
reference the information contained in the Offer to Purchase are hereby amended
as follows:

         1.       The first full paragraph on the cover page of the Offer to
                  Purchase is hereby amended and restated to read in its
                  entirety as follows:

                           "THE OFFER (THE "OFFER") IS BEING MADE IN CONNECTION
                  WITH THE AGREEMENT AND PLAN OF MERGER (THE "MERGER
                  AGREEMENT"), DATED AS OF JULY 17, 2000, BY AND AMONG JOHN H.
                  HARLAND COMPANY ("HARLAND"), JH ACQUISITION CORP. (THE
                  "OFFEROR") AND CONCENTREX INCORPORATED ("CONCENTREX"). THE
                  BOARD OF DIRECTORS OF CONCENTREX HAS APPROVED AND ADOPTED THE
                  MERGER AGREEMENT REFERRED TO HEREIN AND THE TRANSACTIONS
                  CONTEMPLATED THEREBY, APPROVED THE OFFER AND THE MERGER (AS
                  DEFINED HEREIN) AND DETERMINED THAT THE TERMS OF THE OFFER AND
                  MERGER ARE, IN ITS OPINION, FAIR TO AND IN THE BEST INTERESTS
                  OF CONCENTREX'S STOCKHOLDERS AND RECOMMENDS THAT ALL
                  STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES (AS
                  DEFINED HEREIN) TO THE OFFEROR. FOR A DISCUSSION OF THE
                  REASONS FOR THE RECOMMENDATION BY THE BOARD OF CONCENTREX, SEE
                  ITEM 4 OF THE SCHEDULE 14D-9 DELIVERED BY CONCENTREX."

         2.       The first paragraph of the section of the Offer to Purchase
                  entitled "Summary Term Sheet -- What are the Most Significant
                  Conditions to the Offer?" on page 1 is hereby amended and
                  restated to read in its entirety as follows:

                           "We are not obligated to purchase any shares that you
                  validly tender unless the number of shares validly tendered
                  and not withdrawn before the expiration date of the offer
                  represents, in the aggregate, at least a majority of the
                  shares of Concentrex's common stock on a fully diluted basis.
                  This amount is equal to approximately 54.12% of the shares
                  issued and outstanding as of July 17, 2000."

         3.       The section of the Offer to Purchase entitled "Summary Term
                  Sheet -- What is the Total Amount of Funds that will be
                  Required to Consummate the Proposed Transaction?" on page 3 is
                  hereby amended and supplemented by adding the following:

                  "Of this amount, we expect approximately $45 million to be
                  used to purchase outstanding shares pursuant to the offer and
                  to cash out in-the-money options and convertible notes,
                  approximately $83 million to be used to repay outstanding
                  indebtedness and approximately $12 million to be used to pay
                  fees, expenses and other obligations related to the offer and
                  the merger."

<PAGE>   4


                                                                    Page 3 of 13


         4.       The section of the Offer to Purchase entitled "Summary Term
                  Sheet -- What does Concentrex's board of directors think of
                  the tender offer and merger?" on page 3 is hereby amended and
                  supplemented by adding the following:

                           "On July 14, 2000 the board of directors of
                  Concentrex determined that, in its opinion, the offer and the
                  merger were fair to you and in your best interests.

                           Concentrex's board of directors recommends that you
                  accept the offer and tender your shares and/or vote to approve
                  the merger. See "Introduction" and Section 12 ("Purpose of the
                  Offer; the Merger; Plans for Concentrex"). For a discussion of
                  the reasons for the recommendation by the board of Concentrex,
                  see Item 4 of the Schedule 14d-9 delivered by Concentrex."

         5.       The first paragraph of the section of the Offer to Purchase
                  entitled "Introduction" on page 5 is hereby amended and
                  supplemented by adding the following:

                  ""Net to the seller in cash, less any required withholding
                  taxes" means that the only deduction from the Offer Price
                  actually paid by the Offeror to the seller is for withholding
                  taxes. Sellers, however, may be subject to additional taxes.
                  See Section 5."

         6.       The third paragraph of the section of the Offer to Purchase
                  entitled "Introduction" on page 5 is hereby amended and
                  supplemented by adding the following:


                           "THE BOARD OF DIRECTORS OF CONCENTREX (THE "BOARD OF
                  DIRECTORS") HAS APPROVED AND ADOPTED THE MERGER AGREEMENT (AS
                  DEFINED HEREIN) AND THE TRANSACTIONS CONTEMPLATED THEREBY,
                  INCLUDING THE OFFER AND THE MERGER (AS DEFINED HEREIN), AND
                  DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE, IN
                  ITS OPINION, FAIR TO AND IN THE BEST INTERESTS OF THE
                  STOCKHOLDERS OF CONCENTREX, AND RECOMMENDS THAT ALL HOLDERS OF
                  SHARES ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO
                  THE OFFER. FOR A DISCUSSION OF THE REASONS FOR THE
                  RECOMMENDATION BY THE BOARD OF DIRECTORS, SEE ITEM 4 OF THE
                  SCHEDULE 14D-9 DELIVERED BY CONCENTREX."

         7.       The section of the Offer to Purchase entitled "Introduction"
                  on page 5 is hereby amended and supplemented by adding the
                  following as a new sixth paragraph:

                           "Subject to applicable rules of the Commission (as
                  hereinafter defined), the Offeror expressly reserves the
                  right, in its sole discretion, to delay acceptance for payment
                  of or payment for Shares pending receipt of regulatory
                  approvals specified in Section 16 or to comply in whole or in
                  part with applicable law. Any such delays will be effected in
                  compliance with Rule 14e-1(c) under the Exchange Act (as
                  hereinafter defined). The Offeror will only accept for payment
                  the Shares tendered pursuant to the Offer if all of the other
                  conditions have been satisfied or waived prior to the
                  expiration or termination of the Offer."

         8.       The second full paragraph of the section of the Offer to
                  Purchase entitled "Introduction" on page 6 is hereby amended
                  and restated to read in its entirety as follows:

                           "In connection with the Merger Agreement, the Offeror
                  and Harland entered into Tender Agreements dated as of July
                  17, 2000

<PAGE>   5


                                                                    Page 4 of 13


                  (the "Tender Agreements"), with each of the following
                  stockholders: Matthew W. Chapman, Chairman and Chief Executive
                  Officer of Concentrex; Robert P. Chamness, Director, President
                  and Chief Operating Officer of Concentrex; and Robert T. Jett,
                  Director, Executive Vice President and Secretary of Concentrex
                  (together, the "Tendering Stockholders"). Pursuant to the
                  Tender Agreements, the Tendering Stockholders have agreed to
                  tender an aggregate of 457,952 Shares owned by the Tendering
                  Stockholders (the "Committed Shares") and have agreed to vote
                  the Committed Shares in favor of the Merger and otherwise in
                  the manner directed by the Offeror. The Committed Shares
                  represent approximately 7.64% of the Shares that as of July
                  17, 2000 were issued and outstanding on a fully diluted basis
                  (assuming the exercise of all "in-the-money" stock options).
                  The Merger Agreement and the Tender Agreements are more fully
                  described in Section 11."

         9.       The fourth full paragraph of the section of the Offer to
                  Purchase entitled "Introduction" on page 6 is hereby amended
                  and restated to read in its entirety as follows:

                           "Concentrex has represented to Harland that, as of
                  July 17, 2000, there were (i) 5,538,661 Shares issued and
                  outstanding and (ii) an estimated 456,856 Shares reserved for
                  issuance upon the exercise of outstanding "in-the-money" stock
                  options. Based upon the foregoing, the Offeror believes that
                  approximately 2,997,759 Shares constitute a majority of the
                  outstanding Shares on a fully diluted basis. This represents
                  approximately 54.12% of the Shares issued and outstanding as
                  of July 17, 2000."

         10.      The second full paragraph of the section of the Offer to
                  Purchase entitled "Terms of the Offer; Expiration Date" on
                  page 7 is hereby amended and supplemented by adding the
                  following:

                  "Subject to applicable rules of the Commission, the Offeror
                  expressly reserves the right, in its sole discretion, to delay
                  acceptance for payment of or payment for Shares pending
                  receipt of regulatory approvals specified in Section 16 or to
                  comply in whole or in part with applicable law. Any such
                  delays will be effected in compliance with Rule 14e-1(c) under
                  the Exchange Act. The Offeror will only accept for payment the
                  Shares tendered pursuant to the Offer if all of the other
                  conditions have been satisfied or waived prior to the
                  expiration or termination of the Offer."

         11.      The second full paragraph of the section of the Offer to
                  Purchase entitled "Certain Information Concerning Concentrex"
                  on pages 14 and 15 is hereby amended and restated to read in
                  its entirety as follows:

                           "Certain Financial Projections for Concentrex. Prior
                  to entering into the Merger Agreement, Harland conducted a due
                  diligence review of Concentrex and in connection with such
                  review received certain non-public information provided by
                  Concentrex, including certain projected financial information
                  (the "Projections") for the years ended December 31, 2000
                  through 2002 and preliminary results for the three and six
                  months ended June 30, 2000, each as set forth below.
                  Concentrex does not in the ordinary course publicly disclose
                  projections and the Projections were not prepared with a view
                  to public disclosure. Accordingly, none of Concentrex, Harland
                  or the Offeror intends to, and specifically declines any
                  obligation to, update or otherwise revise the Projections to
                  reflect circumstances existing since their preparation or to
                  reflect the occurrence of unanticipated events, even if any or
                  all of the Projections are shown to be in

<PAGE>   6


                                                                    Page 5 of 13


                  error. Also, none of Concentrex, Harland or the Offeror
                  intends to, and specifically declines any obligation to,
                  update or revise the Projections to reflect changes in general
                  economic or industry conditions. Concentrex has advised
                  Harland and the Offeror that the Projections represent what
                  Concentrex believes to be a reasonable estimate of
                  Concentrex's future financial performance and reflect
                  significant assumptions and subjective judgments by
                  Concentrex's management regarding industry performance and
                  general business and economic conditions. In particular,
                  Concentrex assumed (a) a dramatic acceleration of product
                  sales growth in excess of historical results, (b) that
                  Concentrex would have sufficient cash flow to fund its
                  operations and (c) that Concentrex's rate of profitability
                  would increase in a manner consistent with revenue growth. The
                  Projections do not give effect to the Offer or the potential
                  combined operations of Harland and Concentrex. The Projections
                  are set forth below in this Offer to Purchase for the limited
                  purpose of giving the holders of the Shares access to the
                  material financial projections prepared by Concentrex's
                  management that were made available to Harland and the Offeror
                  in connection with the Merger Agreement and the Offer.

                           HARLAND AND THE OFFEROR, AFTER DISCUSSIONS WITH
                  CONCENTREX, BELIEVE THAT THE PROJECTIONS WOULD NOT BE
                  ATTAINABLE FOR CONCENTREX ON A STAND-ALONE BASIS. Based on the
                  year-to-date results of Concentrex which were reviewed by
                  Harland, as well as Harland's assessment of the sustainability
                  of the growth rates of Concentrex, Harland concluded that the
                  Projections would not be attainable."

         12.      The first sentence of the first full paragraph of the section
                  of the Offer to Purchase entitled "Certain Information
                  Concerning Concentrex -- Cautionary Statements Concerning
                  Forward-Looking Statements" on page 16 is hereby amended and
                  restated to read in its entirety as follows:

                           "Certain matters discussed and statements made herein
                  may constitute forward looking statements."

         13.      The third full paragraph of the section of the Offer to
                  Purchase entitled "Certain Information Concerning Concentrex
                  -- Cautionary Statement Concerning Forward-Looking Statements"
                  on page 16 is hereby amended by deleting the last sentence of
                  such paragraph.

         14.      The sixth full paragraph of the section of the Offer to
                  Purchase entitled "Certain Information Concerning the Offeror
                  and Harland" on page 17 is hereby amended and restated to read
                  in its entirety as follows:

                           "In June 2000, a wholly owned subsidiary of Harland
                  purchased 100 Shares at a purchase price of $4.375 per Share
                  on the open market using funds from working capital."

         15.      The section of the Offer to Purchase entitled "Source and
                  Amount of Funds" on page 18 is hereby amended and restated to
                  read in its entirety as follows:

                           "The Offer is not conditioned upon any financing
                  arrangements. The Offeror estimates that the total amount of
                  funds required to purchase all of the outstanding Shares (on a
                  fully diluted basis) pursuant to the Offer, to repay
                  outstanding indebtedness and to pay fees, expenses and other
                  obligations related to the Offer and the Merger will be
                  approximately $140

<PAGE>   7


                                                                    Page 6 of 13


                  million. Of this amount, the Offeror expects approximately $45
                  million to be used to purchase outstanding shares pursuant to
                  the Offer and to cash out in-the-money options and convertible
                  notes, approximately $83 million to be used to repay
                  outstanding indebtedness and approximately $12 million to be
                  used to pay fees, expenses and other obligations related to
                  the Offer and the Merger. The Offeror plans to obtain all
                  funds needed for the Offer and the Merger through capital
                  contributions or advances made by Harland. Harland currently
                  plans to obtain approximately $40 million of the funds for
                  such capital contributions or advances from cash on hand and
                  the remainder from a new credit facility.

                           SunTrust Bank ("SunTrust") and SunTrust Equitable
                  Securities Corporation ("SunTrust Equitable") have issued to
                  Harland, and Harland has accepted and agreed to, a commitment
                  letter dated July 26, 2000 (the "Commitment Letter") with
                  respect to a $325,000,000 senior revolving credit facility
                  (the "Credit Facility"). Pursuant to the terms of the
                  Commitment Letter, SunTrust has committed to provide financing
                  up to $225,000,000 in the Credit Facility, and SunTrust,
                  together with SunTrust Equitable, have agreed to use their
                  commercially reasonable efforts to arrange a syndicate of
                  lenders prior to and following the initial closing of the
                  Credit Facility to issue commitments to Harland to fund the
                  remaining portion of the Credit Facility. SunTrust Equitable
                  shall manage all aspects of the syndication, in consultation
                  with SunTrust and Harland where commercially reasonable,
                  including the timing of all offers to potential lenders, the
                  allocation of commitments and the determination of
                  compensation and titles given, if any, to such lenders.
                  SunTrust shall be the sole agent with respect to the Credit
                  Facility, and SunTrust shall be the sole arranger with respect
                  to the remaining syndicate.

                           The commitments of SunTrust and SunTrust Equitable
                  are subject to: (i) the preparation, execution and delivery of
                  mutually acceptable loan documentation; (ii) the absence of
                  (A) a material adverse change in the business, condition
                  (financial or otherwise), operations or properties of Harland
                  and its subsidiaries, or affiliates, or (B) any change after
                  July 26, 2000 in loan syndication, financial or capital market
                  conditions generally that in SunTrust Equitable's judgment
                  would materially impair syndication of the Credit Facility;
                  (iii) the accuracy of all representations made by Harland to
                  SunTrust and all information furnished by Harland to SunTrust
                  and Harland's compliance with the terms of the Commitment
                  Letter; (iv) the payment in full of all fees, expenses and
                  other amounts payable in connection with the Credit Facility
                  and (v) the closing of the Credit Facility on or prior to
                  October 12, 2000. The Offer, however, is not conditioned on
                  Harland's receipt of financing.

                           All present and future direct and indirect wholly
                  owned domestic subsidiaries of Harland (including, after
                  consummation of the Merger, Concentrex) under the terms of the
                  Commitment Letter will become guarantors under the Credit
                  Facility. The proceeds from the Credit Facility are expected
                  to be used to refinance existing debt, for the acquisition of
                  Concentrex, for future permitted acquisitions and for working
                  capital and general corporate purposes. The Credit Facility
                  will terminate five years from the closing of the Credit
                  Facility. Under the terms of the Commitment Letter, the Credit
                  Facility will be unsecured, but Harland will agree that it
                  will not pledge any of its assets to other creditors (subject
                  to customary exceptions).

<PAGE>   8

                                                                    Page 7 of 13


                           Pursuant to the Commitment Letter, Harland will be
                  entitled to select between the following interest rate
                  options: (i) the base rate or (ii) a rate based on LIBOR. The
                  base rate will be equal to the higher of (i) the rate which
                  SunTrust announces from time to time as its prime lending rate
                  or (ii) the federal funds rate plus one-half of one percent
                  per annum. Harland expects the initial interest rate to be
                  approximately 7.75% per annum.

                           Pursuant to the terms of the Commitment Letter,
                  Harland expects to make financial covenants in connection with
                  the Credit Facility with respect to (i) maintenance of total
                  debt to earnings before taxes, depreciation and amortization
                  ("EBITDA") and fixed charge coverage ratios and (ii)
                  maintenance of minimum net worth. Harland will also comply
                  with customary financial reporting requirements.

                           Harland also expects to make affirmative comments,
                  subject to normal exceptions and qualifications, with respect
                  to (i) maintenance of corporate existence, and material
                  patents, trademarks, franchises, and other intellectual
                  property rights; (ii) compliance with laws and regulations;
                  (iii) payment of tax obligations and similar claims; (iv)
                  maintenance of proper books and records; (v) permitting
                  visitation and inspection of properties, examination of books
                  and records, and discussion with officers and accountants;
                  (vi) maintenance of property and insurance; (vii) use of
                  proceeds and compliance with margin regulations; and (viii)
                  notification of creation or acquisition of new subsidiaries
                  and providing of subsidiary guarantees from new wholly owned
                  domestic subsidiaries.

                           In addition, Harland expects to make negative
                  covenants, subject to normal exceptions and qualifications,
                  with respect to (i) restrictions on incurring or permitting to
                  exist indebtedness; (ii) restrictions on granting or
                  permitting to exist liens and security interests; (iii)
                  restrictions on mergers, consolidations, sale of all or
                  substantially all assets of Harland or any subsidiary or the
                  stock of any subsidiary and restrictions on engaging in
                  business other than businesses of the type conducted by
                  Harland and its subsidiaries and businesses reasonably related
                  thereto; (iv) restrictions on investments and acquisitions;
                  (v) restrictions on dividends and other distributions related
                  to common stock and on any repurchase, redemption or
                  defeasance of any common stock of Harland or any options,
                  warrants, or other rights to purchase such common stock, to
                  the extent that a default or event of default exists or would
                  be caused thereby; (vi) restrictions on dispositions of
                  assets; (vii) restrictions on affiliate transactions; (viii)
                  restrictions on agreements that prohibit or limit (A) the
                  amount of dividends or loans that may be paid or made to
                  Harland by any of its wholly owned subsidiaries or (B) the
                  ability of Harland or any of its wholly owned subsidiaries to
                  grant any liens on any of its property; (ix) restrictions on
                  sale/leaseback transactions; (x) restrictions on amendments or
                  modifications to Harland's or any guarantor's organizational
                  documents; (xi) restrictions on change in fiscal year or
                  significant change in accounting practices; and (xii)
                  restrictions against entering into speculative hedging
                  agreements.

                           The definitive documentation is expected to contain
                  conditions precedent, representations and warranties,
                  covenants, events of default and other provisions customary
                  for such

<PAGE>   9

                                                                    Page 8 of 13


                  financings. Harland expects the financing to close immediately
                  prior to the purchase of the Shares pursuant to the Offer.

                           While the foregoing represents the current intention
                  of Harland and the Offeror with respect to such funds, such
                  financial arrangements may change depending on such factors as
                  Harland and the Offeror may deem appropriate."

         16.      The Commitment Letter, a copy of which is attached to this
                  Amendment No. 1 to Schedule TO as Exhibit (b), is incorporated
                  into the Schedule TO by reference.

         17.      The first full paragraph of the section of the Offer to
                  Purchase entitled "Background of the Offer; Contacts with
                  Concentrex" on page 19 is hereby amended and restated to read
                  in its entirety as follows:

                           "In late January, 2000, Harland's Chief Executive
                  Officer, Timothy C. Tuff, had a conversation with Concentrex's
                  Chairman and Chief Executive Officer, Matthew W. Chapman. They
                  discussed the business direction of the two companies,
                  potential synergies, and the possibility of a transaction
                  between Harland and Concentrex. The potential synergies
                  discussed included improved financial flexibility, operating
                  synergies in branch automation, cross-selling opportunities
                  from a combined customer base, the creation of a leading
                  integrated financial institution software provider and
                  improved visibility in the investment community. At the
                  conclusion of the conversation, Mr. Chapman stated that
                  Concentrex was committed to an independent path but that he
                  would consider the discussion."

         18.      The ninth full paragraph of the section of the Offer to
                  Purchase entitled "Background of the Offer; Contacts with
                  Concentrex" on page 19 is hereby amended and restated to read
                  in its entirety as follows:

                           "On June 5, 2000, Mr. Tuff sent Mr. Chapman a letter
                  expressing Harland's interest in a potential transaction with
                  Concentrex. The letter stated that Mr. Tuff believed that a
                  combination of the software businesses of Harland and
                  Concentrex could significantly benefit both companies. The
                  letter proposed either a transaction whereby Harland would
                  acquire a majority interest in Concentrex in exchange for
                  Harland's software business and an unspecified amount of cash
                  or a transaction whereby Harland acquired all of the
                  outstanding shares of Concentrex at an unspecified premium to
                  the market price. No specific terms or conditions were
                  proposed in the letter. Mr. Tuff proposed a meeting with Mr.
                  Chapman and stated in the letter that Mr. Tuff would contact
                  Mr. Chapman to establish a mutually convenient meeting time
                  and location."

         19.      The first full paragraph of the section of the Offer to
                  Purchase entitled "Background of the Offer; Contacts with
                  Concentrex" on page 20 is hereby amended and restated to read
                  in its entirety as follows:

                           "On July 10, 2000, Harland's board of directors
                  discussed the potential acquisition of Concentrex with
                  management team members and approved the negotiation of a
                  definitive agreement, subject to final board approval."

         20.      The second full paragraph of the section of the Offer to
                  Purchase entitled "Background of the Offer; Contacts with
                  Concentrex" on

<PAGE>   10


                                                                    Page 9 of 13


                  page 20 is hereby amended and restated to read in its entirety
                  as follows:

                           "On July 12 through July 14, representatives of
                  Harland and Concentrex met to negotiate the definitive terms
                  of the transaction, including the purchase price. On July 14,
                  2000, Harland's board of directors formally approved the
                  proposed acquisition, at a tender offer price of $7.00 per
                  Share, subject to finalization of the definitive agreement.
                  Also on July 14, 2000, the board of directors of Concentrex
                  met and (i) determined that the Merger Agreement, the Tender
                  Agreements and the transactions contemplated thereby,
                  including the Offer and the Merger, are, in its opinion,
                  advisable and are fair to, and in the best interests of, the
                  stockholders of Concentrex, (ii) approved the Offer and the
                  Merger and (iii) recommended that stockholders of Concentrex
                  accept the Offer and tender their Shares to the Offeror. On
                  the evening of July 16, 2000, Harland and Concentrex signed a
                  definitive agreement for the purchase by Harland of Concentrex
                  at a tender price of $7.00 per share.

         21.      The second full paragraph of the section of the Offer to
                  Purchase entitled "The Merger Agreement and Tender Agreements
                  -- Tender Agreements" on page 28 is hereby amended and
                  supplemented by adding the following:

                           "The Tender Agreements provide that the Tendering
                  Stockholders (i) except as consented to in writing by Harland
                  in its sole discretion, will not, directly or indirectly,
                  sell, transfer, assign, pledge, hypothecate or otherwise
                  dispose of or limit their right to vote in any manner any of
                  the Committed Shares, or agree to do any of the foregoing, and
                  (ii) will not take any action which would have the effect of
                  preventing or disabling the Tendering Stockholders from
                  performing their obligations under the Tender Agreement.

                           In addition, during the term of the Tender
                  Agreements, neither the Tendering Stockholders nor any person
                  acting as an agent of the Tendering Stockholders or otherwise
                  on the Tendering Stockholders' behalf shall, directly or
                  indirectly, solicit, encourage or initiate negotiations with,
                  or provide any information to (except as permitted under the
                  Merger Agreement), any corporation, partnership, person or
                  other entity or group (other than Harland or an affiliate or
                  an associate of Harland) concerning any sale, transfer, pledge
                  or other disposition or conversion of the Committed Shares.
                  The Tendering Stockholders agreed to immediately cease and
                  cause to be terminated any existing activities, discussions or
                  negotiations with any parties with respect to any of the
                  foregoing. The Tendering Stockholders also agreed to notify
                  the Offeror immediately if any party contacts the Tendering
                  Stockholders following the date of the Tender Agreements
                  (other than the Offeror or an affiliate or associate of the
                  Offeror) concerning any sale, transfer, pledge or other
                  disposition or conversion of the Committed Shares."

         22.      The first paragraph of the section of the Offer to Purchase
                  entitled "Certain Conditions of the Offer" on page 31 is
                  hereby amended and restated to read in its entirety as
                  follows:

                           "Notwithstanding any other term of the Offer or the
                  Merger Agreement, the Offeror shall not be required to accept
                  for payment or, subject to any applicable rules and
                  regulations of the Commission, including Rule 14e-1(c) under
                  the Exchange Act (relating to Offeror's obligation to pay for
                  or return tendered

<PAGE>   11


                                                                   Page 10 of 13


                  Shares promptly after the termination or withdrawal of the
                  Offer), to pay for any Shares tendered pursuant to the Offer,
                  and may terminate the Offer, if (i) there shall not have been
                  validly tendered and not withdrawn prior to the expiration of
                  the Offer that number of Shares which would represent a number
                  greater than fifty percent (50%) of the fully diluted Shares
                  (the "Minimum Condition"), (ii) any waiting period under the
                  HSR Act applicable to the purchase of Shares pursuant to the
                  Offer shall not have expired or been terminated, (iii) Tonkon
                  Torp LLP, legal counsel for Concentrex, does not deliver an
                  opinion substantially in the form of Exhibit A to the Merger
                  Agreement or (iv) at any time after the date of the Merger
                  Agreement and prior to the acceptance for payment of the
                  Shares, any of the following conditions exists:"

         23.      The first full paragraph of the section of the Offer to
                  Purchase entitled "Certain Conditions of the Offer" on page 32
                  is hereby amended and supplemented by adding the following as
                  a new first sentence:

                           "The Offeror is not required to pay for, or accept
                  for payment, any of the Shares that have been tendered if any
                  of the conditions listed above are not either satisfied or
                  waived by Harland or the Offeror."

         24.      The first full paragraph of the section of the Offer to
                  Purchase entitled "Certain Conditions of the Offer" on page 32
                  is hereby amended and supplemented by adding the following as
                  a new last sentence:

                           "Subject to applicable rules of the Commission, the
                  Offeror expressly reserves the right, in its sole discretion,
                  to delay acceptance for payment of or payment for Shares
                  pending receipt of regulatory approvals specified in Section
                  16 or to comply in whole or in part with applicable law. Any
                  such delays will be effected in compliance with Rule 14e-1(c)
                  under the Exchange Act. The Offeror will only accept for
                  payment the Shares tendered pursuant to the Offer if all of
                  the other conditions have been satisfied or waived prior to
                  the expiration or termination of the Offer."

         25.      The section of the Offer to Purchase entitled "Certain Legal
                  Matters and Regulatory Approvals -- Antitrust" on page 33 is
                  hereby amended and supplemented by adding the following as a
                  new fourth paragraph:

                           "On August 2, 2000, early termination of the 15 day
                  waiting period applicable to the Offer under the HSR Act, was
                  granted by the Federal Trade Commission. The early termination
                  or the expiration of the waiting period under the HSR Act was
                  a condition of the Offer, and such condition has now been
                  satisfied."

         26.      The last two sentences of the fourth paragraph of the section
                  of the Offer to Purchase entitled "Certain Legal Matters and
                  Regulatory Approvals" on page 33 are hereby amended and
                  restated to read in their entirety as follows:

                           "On July 14, 2000, prior to the execution of the
                  Merger Agreement, the Board of Directors of Concentrex,
                  approved the Merger Agreement and determined that, in its
                  opinion, each of the Offer and the Merger is advisable and
                  fair to, and in the best interests of, the stockholders of
                  Concentrex. Accordingly, Section 60.825 et seq. are
                  inapplicable to the Offer and the Merger. For a discussion of
                  the reasons for the recommendation by the Board of Directors
                  of Concentrex, see Item 4 of the Schedule

<PAGE>   12


                                                                   Page 11 of 13


                  14d-9 delivered by Concentrex."

         27.      On August 7, 2000, Harland issued a press release, a copy of
                  which is attached to this Amendment No. 1 to Schedule TO as
                  Exhibit (a)(10) and is incorporated into the Schedule TO by
                  reference.

         28.      Item 12 of the Schedule TO is hereby amended and supplemented
                  to add subparagraph (a)(10) as follows:

                  "(a)(10)          Press Release issued by Harland on August 7,
                                    2000.
                   (a)(11)          Transcript from Harland analyst conference
                                    call on July 17, 2000.
                   (a)(12)          Excerpts from the transcript from Harland
                                    analyst conference call on July 24, 2000
                                    relating to the Concentrex transaction."

         29.      Item 12 of the Schedule TO is hereby amended to restate
                  subparagraph (b) in its entirety as follows:

                  "(b) Commitment Letter dated July 26, 2000 from SunTrust Bank
                  and SunTrust Equitable Securities Corporation, together with
                  the related Summary of Terms and Conditions"


<PAGE>   13


                                                                   Page 12 of 13


                                   SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.

                                   JOHN H. HARLAND COMPANY
                                   By:   /s/ JOHN C. WALTERS
                                       --------------------------
                                       Name: John C. Walters
                                       Title: Vice President

                                   JH ACQUISITION CORP.
                                   By:   /s/ JOHN C. WALTERS
                                       --------------------------
                                       Name: John C. Walters
                                       Title: Vice President

Date: August 9, 2000


<PAGE>   14


                                                                   Page 13 of 13


                                  EXHIBIT INDEX

Exhibit No.    Exhibit Name
-----------    ------------
*(a)(1)           Offer to Purchase dated July 21, 2000.
*(a)(2)           Form of Letter of Transmittal.
*(a)(3)           Form of Notice of Guaranteed Delivery.
*(a)(4)           Form of Letter from the Information Agent to Brokers, Dealers,
                  Commercial Banks, Trust Companies and Nominees.
*(a)(5)           Form of Letter to Clients for use by Brokers, Dealers,
                  Commercial Banks, Trust Companies and Nominees.
*(a)(6)           Guidelines for Certification of Taxpayer Identification Number
                  on Substitute Form W-9.
*(a)(7)           Summary Advertisement as published on July 21, 2000.
*(a)(8)           Press Release issued by Harland on July 17, 2000.
*(a)(9)           Press Release issued by Harland on July 21, 2000.
 (a)(10)          Press Release issued by Harland on August 7, 2000.
 (a)(11)          Transcript from Harland analyst conference call on July 17,
                  2000.
 (a)(12)          Excerpts from the transcript from Harland analyst conference
                  call on July 24, 2000 relating to the Concentrex transaction.
 (b)              Commitment Letter dated July 26, 2000 from SunTrust Bank and
                  SunTrust Equitable Securities, together with the related
                  Summary of Terms and Conditions
*(d)(1)           Agreement and Plan of Merger, dated as of July 17, 2000, by
                  and among John H. Harland Company, JH Acquisition Corp. and
                  Concentrex Incorporated. (Incorporated by reference from
                  Appendix A to the Offer to Purchase filed as Exhibit (a)(1)
                  hereto.)
*(d)(2)           Form of Tender Agreement, dated July 17, 2000, by and among
                  the Tendering Stockholders, John H. Harland Company and JH
                  Acquisition Corp. (Incorporated by reference from Appendix B
                  to the Offer to Purchase filed as Exhibit (a)(1) hereto.)

------------------------------------
* Previously filed.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(10)
<SEQUENCE>2
<FILENAME>ex99-a10.txt
<DESCRIPTION>PRESS RELEASE ISSUED ON AUGUST 7, 2000
<TEXT>

<PAGE>   1
                                                                 EXHIBIT (A)(10)


NEWS RELEASE                                                                  H
                                               PO Box 105250, Atlanta, GA  3034
                                                                 (770) 981-9460
                                                                www.harland.net


FOR MORE INFORMATION, CONTACT:

Victoria P. Weyand, Vice President of Communications
770-593-5127
vweyand@harland.net


             HARLAND GRANTED EARLY TERMINATION OF HART-SCOTT-RODINO
                   WAITING PERIOD FOR CONCENTREX ACQUISITION

ATLANTA (August 7, 2000) - John H. Harland Company (NYSE: JH) said today that
it received early termination of the 15-day waiting period for its acquisition
of Concentrex Incorporated (Nasdaq: CCTX) under the Hart-Scott-Rodino Antitrust
Improvements Act, which was confirmed by letter dated August 2, 2000.

As previously announced, Harland has commenced a tender offer for all of the
outstanding shares of Concentrex pursuant to an Agreement and Plan of Merger,
dated as of July 17, 2000 for $7.00 per share, net to seller, in cash. The
tender offer will expire at 12:00 midnight, New York City time, on Friday,
August 18, 2000, unless extended. The tender offer is subject to certain
conditions, including at least a majority of Concentrex's outstanding shares,
on a fully diluted basis, being tendered without withdrawal prior to the
expiration of Harland's offer.

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of Concentrex Incorporated. Harland has filed a tender
offer statement with the Securities and Exchange Commission (SEC) and
Concentrex has filed a solicitation/recommendation statement with respect to
the offer. Concentrex shareholders are advised to read the tender offer
statement regarding the acquisition of Concentrex referenced in this press
release, and the related solicitation/recommendation statement, including the
amendments to these documents which are expected to be filed with the SEC later
this week. The tender offer statement (including an offer to purchase, letter
of transmittal and related tender documents) and the
solicitation/recommendation statement contain important information which
should be read carefully before any decision is made with respect to the offer.
These documents will be made available to all stockholders of Concentrex at no
expense to them. These documents will also be available at no charge on the
SEC's web site at www.sec.gov.

                                      ###


<PAGE>   2

HARLAND GRANTED EARLY TERMINATION OF HART-SCOTT-RODINO
WAITING PERIOD FOR CONCENTREX ACQUISITION
AUGUST 7, 2000
PAGE TWO


ABOUT HARLAND
Atlanta-based John H. Harland Company (www.harland.net) is listed on the New
York Stock Exchange under the symbol "JH." Harland is a leading provider of
checks, financial software and direct marketing to the financial institution
market. Scantron Corporation (www.scantron.com), a wholly owned subsidiary, is
a leading provider of software services and systems for the collection,
management and interpretation of data to the financial, commercial and
educational markets.

ABOUT CONCENTREX INCORPORATED
Concentrex Incorporated, based in Portland, Oregon, is a leading provider of
technology-powered solutions to deliver financial services, including a broad
range of traditional software and services integrated with leading e-commerce
solutions that already enable its customers to serve more than 1 million home
banking customers. Concentrex serves over 5,500 financial institutions of all
types and sizes in the United States. Concentrex has major offices in 11
additional cities across the country. Its World Wide Web site is
www.concentrex.com.

This press release contains statements which may constitute "forward-looking
statements." These statements include statements regarding the intent, belief
or current expectations of John H. Harland Company, Concentrex Incorporated and
members of their respective management, as well as the assumptions on which
such statements are based. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties and that actual results may differ materially from
those contemplated by such forward-looking statements. Reference is made to the
Risk Factors and Cautionary Statements of Harland's Form 10-K and Form 10-Q and
to Concentrex's Securities and Exchange Commission reports filed under the
Securities Exchange Act.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(11)
<SEQUENCE>3
<FILENAME>ex99-a11.txt
<DESCRIPTION>TRANSCRIPTS FROM CONFERENCE CALL ON JULY 17, 2000
<TEXT>

<PAGE>   1
                                                                EXHIBIT (A)(11)

                 TRANSCRIPT FROM JULY 17, 2000 CONFERENCE CALL

                              JOHN HARLAND COMPANY
                            MODERATOR: VICKIE WEYAND
                                 JULY 17, 2000
                                   9:00 AM CT

Operator:         Good day, everyone, and welcome to John Harland's Special
         Announcement conference call. Just a reminder, today's call is being
         recorded.

         A this time for opening remarks and introductions, I would like to
         turn the conference over to Ms. Vickie Weyand, Vice President of
         Investor Relations. Ms. Weyand, please go ahead.

Vickie Weyand:    Thank you. Good morning. We're pleased that you were able to
         join us this morning as we discuss our acquisition of Concentrex.

         But before we begin our review, I would like to make a brief
         cautionary statement that certain words and phrases such as should
         result or will continue, estimated, projected and similar expressions
         are intended to identify forward-looking statements within the meaning
         of the Private Securities and Litigation Reform Act of 1995.

         These statements are necessarily subject to certain risk and
         uncertainties that could actually cause the results to differ
         materially from the company's historic experiences, present
         expectations or projections. Caution should be taken not to place
         undue reliance on any such forward-looking statements which speak only
         as of this date.

         Various factions that affect the company's financial performance could
         cause actual results for future periods to differ from any opinions or
         projections. These factors are discussed in some detail in our 10K and
         10Q and I would like to direct you to these documents for further
         clarification.

         I would like to introduce the people who will be participating in
         today's call, first Tim Tuff, Chairman and CEO, Charlie Carden, VP and
         CFO, Henry Bond, VP Planning, and John O'Malley, Vice President and
         General Manager Software. And with that I will turn the call over to
         Tim.


<PAGE>   2

Tim Tuff:         Thank you, Vickie, and good morning everybody. We've said all
         along that Harland is a turnaround and growth scenario. And we'll be
         covering our progress on the turnaround next week when we discuss
         second quarter earnings.

         Today however, we've taken a major step forward on our growth
         strategy. Harland has signed a definitive agreement to acquire
         Concentrex Incorporated in a tender offer for $7 a share.

         This announcement speaks directly to the establishment of a growth
         platform for the company and to our mission to achieve superior
         returns for our shareholders by being the leading provider of products
         and services to our chosen segments of the financial and educational
         markets.

         Concentrex will help us produce superior returns for our shareholders
         by giving us the opportunity to increase revenue growth. This will be
         accomplished by increasing our products and service offerings and by
         significantly increasing our software customer base.

         Concentrex will also give us leading positions in key market segments.
         We also anticipate this transaction to be accretive to cash flow by
         the end of the year.

         Concentrex serves more than 5000 financial institutions in the US.
         Thirteen of the country's 20 largest financial institutions use
         mission critical systems designed by Concentrex. And more than half of
         all banks and about 1000 credit unions use Concentrex's products.

         With this acquisition Harland will be one of the larger providers of
         software to the financial institution markets. The company's combined
         software revenues for 2000 are projected to be $150 million on an
         annualized basis.

         We'll also achieve our goal of being number 1 or number 2 in a number
         of key market segments, including number 1 in lending, number 1 in
         MCIF, number 1 or number 2 in datamarts, number 2 in mortgage and
         number 2 or 3 in core applications for credit unions.

         With Concentrex's e-commerce products we also gain a starting position
         to deliver internet solutions for financial institutions like bill
         payment, online banking and the business-to-business portal offering
         additional products and services to financial institutions.

         Concentrex's highly respected Laser Pro Lending Suite complements our
         own product, financial.center, which we recently introduced. We'll now
         be able to provide a full range of lending products and services
         tailored to the specific technology needs of customers, whether they
         need a Windows or a browser-based solution.


<PAGE>   3

         We believe that the acquisition of Concentrex will give us critical
         mass in this industry, a clear growth platform, strong complementary
         products that can be tightly integrated and a significantly expanded
         customer base and excellent employee talent.

         Having said that, we view this as a turnaround situation. Well we've
         done those before. Our approach will be to focus on Concentrex's core
         businesses, restore customer focus and introduce clear bottom line
         accountability. We'll articulate more details once the deal is closed.

         Harland's combined software businesses will report to John O'Malley.
         John joined Harland in 1999 with more than 20 years experience in the
         financial services markets, including executive positions with Hogan
         Systems and Fiserv. We expect to finalize the acquisition in late
         August.

         With that I'd like to turn it over to Charlie Carden.

Charlie Carden:   Thank you, Tim. I'd like to go over some of the financial
         parameters of the transaction for you.

         As Tim said earlier, the total transaction value is approximately $140
         million, of which $46 million represents the purchase of equity and
         about $94 million represents the assumption of debt and other
         liabilities and certain transaction related costs.

         The goodwill to be reflected is expected to be approximately $106
         million after a write-off of $10 million of in-process R&D. Excluding
         the impact of the write-off of the acquired in-process research and
         development costs, the transaction will be dilutive to earnings by
         about 15 cents in 2000 and 11 cents in 2001. It will be accretive
         thereafter. On a cash basis, however, we expect it to be accretive by
         the fourth quarter of this year.

         The acquisition will be financed by cash on hand and a new senior
         revolving credit facility. We have asked SunTrust to act as the
         arranging agent and First Union and Wachovia to act as co-agents.
         Harland's existing Senior A notes of $85 million and term loan of $15
         million will be refinanced in this transaction.

         Harland's second quarter earnings will be announced on July 24. A
         conference call has been scheduled at 10:00 am on that date. We look
         forward to talking to you then.

         At this point I'll turn the call back to Vickie Weyand.

Vickie Weyand:    Thank you very much, Charlie. We'd now like to open the call
         up to any questions you may have.


<PAGE>   4

Operator:         Thank you. Our question and answer session will be conducted
         electronically. If you would like to ask a question, please press the
         star key followed by the digit 1 on your telephone. We do ask that you
         please initially limit yourselves to one question and one follow up.

         Once again, if you would like to ask a question, please press star, 1.
         And we'll pause for just one moment.

         Our first question comes from Edward Okine with AIG Asset Management.

Edward Okine:     Yes. Hi guys. If you would just brief us on how you would
         treat the 10% convertible subordinated discount notes for Concentrex?
         You did not address that issue.

Charlie Carden:   If the convertible debt were to convert into shares, that
         would be essentially at the current share price. And that would be
         equivalent to paying off the debt at par. If it is not tendered, it
         would continue to accrete through maturity.

Edward Okine:     Okay, but it does have a tender control clause in it, right?
         And are you saying that we have the option to tender that to you due
         to a change of control? And how would that be addressed? That's what
         I'm trying to find out.

Man:              Could you restate the question, please?

Edward Okine:     It has a change of control put clause in the document
         ((inaudible)). And if you would - I mean, if there's someone I can
         speak to, that I can call off line to ((inaudible)).

Charlie Carden:   This is Charlie Carden. Call me off line.

Edward Okine:     Charlie? And what's the last name?

Charlie:          C-A-R-D-E-N.

Edward Okine:     Okay if you could give me the number to call please?

Charlie Carden:   770-593-5610.

Edward Okine:     Okay, thank you.

Operator:         And our next question now comes from Gerald Lewis with
         Stephens Incorporated.


<PAGE>   5

Gerald Lewis:     Well congratulations on the acquisition. Could you describe -
         what do you think the biggest synergy comes from? Is it from their
         large customer base or kind of integrating some of your MCIF software
         with their software or a little bit of both?

Tim Tuff:         We believe that there is clear (complementarity) in the
         lending area. They have moved from DOS products to Window products.
         We've moved from DOS products to browser-based.

         We believe that some of our customers would like Windows product. We
         believe that some of their customers would like a browser based
         product. And we will now be able to offer the full range to both
         customer bases.

         We believe there is good synergy with our MCIF and you should
         anticipate that there will be tightly integrated solutions that flow
         from the combination of the two businesses.

Gerald Lewis:     Okay. I'll wait for a follow-up.

Operator:         Once again, as a reminder, if you would like to ask a
         question, please press the star key followed by the digit 1. And we'll
         pause again for just one moment.

         Our next question now comes from Daniel Barach with MLT Capital.

Daniel Barach:    How will this acquisition affect your share buyback plans?

Tim Tuff:         We have said all along that we will look at share buyback as
         well as acquisition opportunities in order to determine the best
         method of creating shareholder value. And we do have authorization for
         a 10% share buyback and that continues to stay out there.

Daniel Barach:    Is it less likely, at least the magnitude, given this
         acquisition or is it not less likely?

Tim Tuff:         We look at this at all times. Clearly we will look to get a
         clear handle on our cash flows following on from this acquisition. And
         we'll be making decisions down the road on the buyback.

Operator:         Mr. Barach, did you have anything further, sir?

Daniel Barach:    No. Just that answer seems to imply a reasonable pause in the
         share buyback is what you seem to be hinting at.


<PAGE>   6

Tim Tuff:         Well in terms of deployment of cash, we evaluate buyback
         against acquisition opportunities. We are today announcing a
         significant acquisition. And that does not mean that we rule out
         further buybacks down the road.

Daniel Barach:    Thank you.

Operator:         There is one name remaining in our queue. Once again, if you
         would like to ask a question, please press the star key followed by
         the digit 1.

         And we'll now go to Gerald Lewis for a follow up.

Gerald Lewis:     How many people are employed by Concentrex?

Tim Tuff:         It is just over 1000.

Gerald Lewis:     And what's kind of the breakdown between, I guess, like sales
         force, overhead and maybe programmers?

Tim Tuff:         I'm not sure I have the breakdown quite in that format. But
         their sales force is over 100 people.

Gerald Lewis:     Okay. And what is your sales force right now on the software
         side?

Tim Tuff:         On software it's about 30.

Gerald Lewis:     Right. And what is the integration plan as far as the location
         of the personnel?

Tim Tuff:         They have people in multiple locations across the country. And
         we will be reviewing exactly where this business should be
         headquartered during the course of the tender period.

Gerald Lewis:     I guess, lastly, are there any particular difficulties that
         you see, maybe what is the time horizon as far as the integration of
         your products and their products?

Tim Tuff:         I think that the initial integration will be very rapid. And
         then as we look to develop new products, that will take a little bit
         more time to see the integration of the different technologies.
         But we're very confident that it can be done.

Gerald Lewis:     Great. Thank you very much.

Operator:         And we'll now move on to Steven Gray with Windward Capital.


<PAGE>   7

Steven Gray:      Good morning and congratulations. I just had a follow-up
         question on a statement you mad earlier. The transaction is going to
         be financed through cash on hand and at the senior revolving facility.
         Does that mean that financing is not a condition of the deal going
         forward?

Charlie Carden:   It is not a condition of the deal going forward.

Steven Gray:      That's it. Thank you very much, gentlemen.

Operator:         One final reminder, if you would like to ask a question,
         please press star, 1.

         John Lammers with Bear Stearns has our next question.

John Lammers:     Good morning. I have two questions. I'm sorry, I missed when
         you gave out the goodwill and in-process R&D number. Cold you go over
         that again?

Charlie Carden:   Yes the goodwill will be about $106 million. The amount that
         will have been written-off on in process R&D is $10 million.

John Lammers:     Okay and also when will the tender commence?

Charlie Carden:   The documents will be filed about Friday of this week, which
         would be the expectation for the commencement of the tender.

John Lammers:     Thank you.

Operator:         And there are no further questions in our queue at this time.
         Before I turn the call back to Ms. Weyand, I'd like to remind everyone
         that there will be rebroadcast of today's conference. And it will be
         available starting today at 1:00 pm Eastern Time and will run until
         July 20 at 1 am Eastern Time. You may access that rebroadcast by
         dialing 719-457-0820.

         Once again, that dial in number 719-457-0820 and you may reference
confirmation code 790956.

         And at this time I'll turn the conference over to Ms. Weyand for any
additional or closing remarks.

Vickie Weyand:    Thank you. We appreciate you being with us this morning on our
         conference call. And I will be available to answer any questions that
         you may have later in the day. Again, thank you very much.

Operator:         That does conclude today's conference. Thank you, everyone,
         for your participation.


<PAGE>   8

                                      END

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(12)
<SEQUENCE>4
<FILENAME>ex99-a12.txt
<DESCRIPTION>EXCERPTS FROM TRANSCRIPTS ON JULY 24, 2000
<TEXT>

<PAGE>   1
                                                            JOHN HARLAND COMPANY
                                                        Moderator: Vickie Weyand
                                                             07-24-00/9:00 am CT
                                                           Confirmation # 421623
                                                                          Page 1





                                                                 EXHIBIT (A)(12)

           EXCERPTS FROM TRANSCRIPT FROM JULY 24, 2000 CONFERENCE CALL

                              JOHN HARLAND COMPANY

                            MODERATOR: VICKIE WEYAND
                                  JULY 24, 2000
                                   9:00 AM CT



Operator:         Good day, everyone, and welcome to John Harland's second
         quarter earnings release conference call. Just as a reminder, today's
         call is being recorded.

         At this time for opening remarks and introductions, I'd like to turn
         the call over to Ms. Vickie Weyand, Vice President of Investor
         Relations. Please go ahead, ma'am.

Vickie Weyand:    Thank you. Thank you and good morning. We're pleased that
         you're able to join us this morning as we discuss our second quarter
         results, as well as our recently announced acquisition of Concentrex.

                            [MATERIAL NOT RELEVANT]

Charlie Carden:   [MATERIAL NOT RELEVANT]

         Software sales were also down year-over-year. Our new loan and deposit
         origination product will be in general release late this month, which
         will help grow revenue for the remainder of 2000. As we announced last
         week, the acquisition of Concentrex will also boost revenue growth in
         this area significantly for the remainder of the year.

                            [MATERIAL NOT RELEVANT]

<PAGE>   2

                                                            JOHN HARLAND COMPANY
                                                        Moderator: Vickie Weyand
                                                             07-24-00/9:00 am CT
                                                           Confirmation # 421623
                                                                          Page 2

         With respect to the outlook, our financial performance through the
         first half of the year was strong. We expect the second half of the
         year to be slightly lower than the first half, reflecting normal
         seasonal patterns in the check business and continuing softness in
         Direct Marketing. However we do expect the second half of 2000 to be
         better than the second half of 1999.

         This outlook excludes the impact of the previously announced dilution
         of 15 cents per share associated with the acquisition of Concentrex,
         and the anticipated writeoff of $10 million of acquired research and
         development at the time of the transaction.

         Now this concludes the financial discussion. At this point, I'll turn
         the call over to Tim Tuff.

Tim Tuff:         Thanks, Charlie. And thank you - all of you, for joining us
         this morning.

         We're pleased that we could follow-up last week's important news about
         the acquisition of Concentrex by reporting strong second quarter
         earnings. It was our sixth consecutive quarter of year-over-year
         improved earnings.

                             [MATERIAL NOT RELEVANT]

         Now let me comment a little further on the Concentrex acquisition.
         Harland's mission is to produce superior returns for our shareholders
         by being the leading provider of products and services to chosen
         segments of the financial and educational markets.

         Our proposed acquisition of Concentrex fits right in to this mission.
         It will expand our customer base, allow us to offer a greater number of
         products and services, and give us the leading position in key market
         segments. More importantly from your perspective, it will allow us to
         produce superior returns for our shareholders.

<PAGE>   3

                                                            JOHN HARLAND COMPANY
                                                        Moderator: Vickie Weyand
                                                             07-24-00/9:00 am CT
                                                           Confirmation # 421623
                                                                          Page 3

         Concentrex had been on our radar screen for a number of months. And we
         pursued this opportunity when the timing was right. We believe there is
         real value for us in Concentrex, especially when combined with our
         existing software business.

         From a market leadership perspective, Concentrex is Number 1 in loan
         origination and account opening, with approximately 50% market share.
         Harland is currently Number 3, with approximately 10% market share.

         Concentrex is also Number 2 in mortgages and Number 2 or Number 3 in
         core applications for credit unions. Add Harland to the mix, with our
         Number 1 position in MCIF and our Number 1 or Number 2 position in
         data-marts, and we believe that we'll be a strong player in the
         financial software arena.

         From a financial perspective, Concentrex has approximately $120 million
         in projected revenues for 2000, almost 1/2 of which is a recurring
         revenue stream from service and maintenance.

         In terms of EBITDA, 3/4 of Concentrex' revenue base historically
         produce margins of almost 20%. The remainder of the business has been a
         major cash drain.

         We believe there are key synergies between the two companies. We will
         have a much larger customer base, and gain critical mass in software
         from financial institutions.

         Harland currently has approximately 1100 software customers. And
         Concentrex reports over 5000. We'll have one of the strongest sales
         forces in the financial software industry. And we believe that our
         sales force on the check side can generate leads for our Software group
         too.

<PAGE>   4

                                                            JOHN HARLAND COMPANY
                                                        Moderator: Vickie Weyand
                                                             07-24-00/9:00 am CT
                                                           Confirmation # 421623
                                                                          Page 4

         Our products complement each other. In lending and account opening, the
         combined organization will offer financial institutions a choice of
         products, depending on their technology needs, Windows or
         browser-based.

         MCIF and business intelligence solutions enable financial institutions
         to more effectively analyze customer profitability, devise market
         strategies, and can identify the next most likely products to be
         purchased by a customer.

         Our ChannelExpert product writes customized messages to branch call
         centers for online banking. We see potential synergies between these
         solutions and Concentrex' online banking offerings.

         We also believe there are significant opportunities for the Ultradata
         business. And it fits well with our credit union strategy of offering a
         complete range of products and services that are tightly integrated.
         Clearly there will be opportunities for cost reductions from the
         efficiencies gained by combining two public companies.

         We recognize there are turnaround aspects to this acquisition.
         Financial institutions' concerns about Concentrex' liquidity have
         contributed to a wait-and-see attitude, which has delayed sales.
         Harland's strong balance sheet should alleviate that concern.

         And Concentrex has been highly focused on its e-commerce solutions. And
         this may have negatively impacted its traditional businesses. We
         believe restoring customer focus and instituting clear bottom-line
         accountability will address this issue.

         We believe that this acquisition creates substantial value. When
         combined with Harland's existing operations, we believe this
         acquisition can generate incremental EBITDA of about $20 million per
         annum.

<PAGE>   5

                                                            JOHN HARLAND COMPANY
                                                        Moderator: Vickie Weyand
                                                             07-24-00/9:00 am CT
                                                           Confirmation # 421623
                                                                          Page 5

         Let's put the price of this acquisition into perspective. The largest
         companies in this sector are Fiserv and Jack Henry, which trade at
         EBITDA multiples of 19 and 36, respectively.

         In summary, we're pleased with the progress in our traditional
         businesses. This was a good quarter. But we're confident there are
         further improvements we can and will make.

         At the same time, we recognize that while there is still opportunity
         for margin improvement, there are limited opportunities for growth in
         our traditional Printed Products business.

         We see the Concentrex acquisition providing a growth platform from
         which Harland can grow further, as well as becoming in its own right a
         good contributor to Harland's cash flow. With that, I would like to
         open it up to questions.

Operator:         Thank you, sir. Today's question and answer session will be
         conducted electronically. Anyone wishing to ask a question, please
         press star 1 on your touch-tone telephone. Again, that's star 1 to ask
         a question.

                             [MATERIAL NOT RELEVANT]

Gerald Lewis:     Yes. As far as financial.center, you're close to rolling that
         out. Do you have - what is kind of the initial demand - outlook there
         for the product?

Tim Tuff:         I think there's a lot of interest in the product because it is
         the first browser-based product. So that generates a lot of interest. I
         think people want to see the full results of the beta before they jump
         into a new technology.

<PAGE>   6

                                                            JOHN HARLAND COMPANY
                                                        Moderator: Vickie Weyand
                                                             07-24-00/9:00 am CT
                                                           Confirmation # 421623
                                                                          Page 6

         We're seeing a lot of interest. And as I said, the pipeline is growing
         encouragingly. And I think we'll have a much better handle on that in -
         when we announce the results for the next quarter.

Gerald Lewis:     Okay. Based upon your comments, is it fair to say that -
         looking at Concentrex, that their kind of e-commerce revenue is $20 to
         $30 million? Is that about right for kind of the Internet-based stuff?

Tim Tuff:         I don't think it's as high as that.

Gerald Lewis:     Oh okay.

Tim Tuff:         But I'd refer you to the public documents of Concentrex.

Gerald Lewis:     Okay, okay. I mean, how are - I mean, what is the thought of
         kind of balancing maybe the kind of large opportunities in that space?

         And it would seem - does it seem like maybe there's maybe some
         significant investment up-front to kind of seize those opportunities?
         Or is that something you're interested in doing?

Tim Tuff:         Well they have been, you know, investing quite significantly
         in that area. And I think they have a number of interesting initiatives
         underway. And we'll be reviewing them to determine the real profit
         opportunities in that area.

Gerald Lewis:     Okay.  Thank you.

                             [MATERIAL NOT RELEVANT]

Operator:         And there are no further questions at this time. I'll turn the
         back - the call back over to you, Ms. Weyand. Please go ahead.

<PAGE>   7

                                                            JOHN HARLAND COMPANY
                                                        Moderator: Vickie Weyand
                                                             07-24-00/9:00 am CT
                                                           Confirmation # 421623
                                                                          Page 7

Vickie Weyand:    Thank you very much. We appreciate you being on our call this
         morning as we talked about second quarter earnings and the acquisition
         of Concentrex. I'll certainly be around all day, as well as the rest of
         the week, to answer any further questions that you might have. Thank
         you.

Operator:         And that concludes today's conference. We thank you for your
         participation. And have a nice day.


                                       END
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)
<SEQUENCE>5
<FILENAME>ex99-b.txt
<DESCRIPTION>COMMITMENT LETTER, DATED JULY 26, 2000
<TEXT>

<PAGE>   1
                                                                     EXHIBIT (B)


                   [SUNTRUST EQUITABLE SECURITIES LETTERHEAD]


                                  July 26, 2000


John H. Harland Company
2939 Miller Road
Decatur, GA  30035

Attention: John Stakel
           Treasurer

           RE: $325,000,000 CREDIT FACILITY TO JOHN H. HARLAND COMPANY

Ladies and Gentlemen:

         SunTrust Bank ("SunTrust Bank") is pleased to confirm to you that
SunTrust Bank, subject to the terms and conditions set forth in this letter and
the terms attached hereto as Annex 1 (collectively, this "Commitment Letter),
commits to provide financing of up to $225,000,000 in the $325,000,000 Senior
Revolving Credit Facility (the "Credit Facility") to John H. Harland Company, a
Georgia corporation (the "Company").

         SunTrust Bank reserves the right, with the assistance of its affiliate
SunTrust Equitable Securities Corporation ("SunTrust Equitable Securities", and
together with SunTrust Bank, "SunTrust"), to use its commercially reasonable
efforts to arrange a syndicate of lenders (collectively, including SunTrust
Bank, the "Lenders") prior to and following the closing of the Credit Facility
to issue commitments to the Company to fund the Credit Facility, on the terms
and conditions set forth in this Commitment Letter, with SunTrust Bank acting as
sole agent for such Lenders in connection with the Credit Facility. It is the
current intent of SunTrust Bank to hold or retain a commitment of $50,000,000 in
the Credit Facility following syndication. This Commitment Letter assumes that
such a syndicate of Lenders shall be arranged by SunTrust Equitable Securities,
and as part of its syndication effort, SunTrust Equitable Securities reserves
the right to appoint co-agents or to offer any other titles or fees with such
other Lenders as deemed appropriate by SunTrust.

A.       TERMS AND CONDITIONS OF THE CREDIT FACILITY

         The Credit Facility shall consist of a $325,000,000 Senior Revolving
Credit Facility. The principal terms and conditions of the Credit Facility shall
include those set forth in the term sheet attached hereto as Annex 1 (the "Term
Sheet"). In addition, SunTrust Bank and the Lenders may require certain other
customary terms and conditions found in a credit facility of this type, which
may not be specifically listed on the Term Sheet.

B.       SYNDICATION

         As set forth above, while SunTrust Bank is providing a commitment of up
to $225,000,000 in the Credit Facility, subject to the terms and conditions
herein, SunTrust Equitable Securities shall undertake to syndicate the portion
which SunTrust Bank does not intend to hold or retain of the Credit Facility
(SunTrust Bank's intended hold amount is referenced on page 1 of this Commitment
Letter); and as a material inducement to SunTrust Bank issuing the commitment
set forth herein, you agree to cooperate in such syndication process. You
understand that the Credit Facility will likely be closed with SunTrust as the
only Lender (so that the committed amount at closing will be limited to
$225,000,000) and that the syndication will take place after the closing.
SunTrust Equitable

<PAGE>   2

JOHN H. HARLAND COMPANY
July 26, 2000
Page 2

Securities shall manage all aspects of the syndication, in consultation with
SunTrust Bank and the Company where commercially reasonable, including the
timing of all offers to potential Lenders, the allocation of commitments, and
the determination of compensation and titles (such as co-agent, managing agent,
etc.) given, if any, to such Lenders. As consideration for this undertaking and
the obligations of SunTrust hereunder, the Company agrees that SunTrust Bank
shall be the sole agent with respect to the Credit Facility and that SunTrust
Equitable Securities shall act as sole arranger with respect to the remaining
syndicate, and that no additional agents, co-agents or arrangers shall be
appointed, or other titles conferred, without the prior written consent of
SunTrust. The Company also agrees that no Lender shall receive any compensation
for its commitment to, or participation in, the Credit Facility, except as
expressly set forth in the Term Sheet or the Fee Letter (as defined below).

         The Company agrees to take all action as SunTrust may reasonably
request to assist SunTrust Equitable Securities in forming a syndicate of
Lenders. The Company's assistance shall include but not be limited to: (i)
making senior management and representatives of the Company and its affiliates
available to participate in meetings and to provide information to potential
Lenders and participants at such times and places as SunTrust may reasonably
request; (ii) using the Company's existing banking relationships to assist in
the syndication process; and (iii) providing to SunTrust all information
reasonably deemed necessary by SunTrust Equitable Securities to complete the
syndication, including an information memorandum to be prepared by SunTrust with
respect to the Credit Facility and the Company. In addition, SunTrust shall be
entitled, after consultation with the Company, to change the structure, terms or
pricing of the Credit Facility if the syndication has not been completed (such
syndication to include reducing SunTrust Bank's commitment to $50,000,000), and
if SunTrust Equitable Securities determines that such changes are advisable in
order to ensure a successful syndication of the Credit Facility; provided that
the amount of the Credit Facility shall remain unchanged. You agree that you
will execute and deliver any appropriate amendments to the loan documents to
effectuate such changes.

         To ensure an orderly and effective syndication of the Credit Facility,
the Company further agrees that until the successful syndication of the Credit
Facility, the Company shall not, and shall not permit any of its affiliates or
agents to, syndicate or issue, attempt to syndicate or issue, announce or
authorize the announcement of the syndication or issuance of, or engage in
discussions concerning the syndication or issuance of, any debt facility or debt
security (including any renewals thereof), except with the prior written consent
of SunTrust, other than (i) the issuance of commercial paper or other short term
debt under programs currently in place, or (ii) the issuance of any equity.

C.       FEES

         The fees payable to SunTrust Bank, as agent, and SunTrust Equitable
Securities, as arranger, are set forth in that certain fee letter between the
Company and SunTrust dated as of even date herewith (the "Fee Letter"). The
obligations of SunTrust pursuant to this Commitment Letter are subject to the
execution and return of the Fee Letter by the Company, which Fee Letter
constitutes an integral part of this Commitment Letter.

D.       CONDITIONS PRECEDENT

         The commitments and undertakings of SunTrust Bank and SunTrust
Equitable Securities are subject to: (i) the preparation, execution and delivery
of mutually acceptable loan documentation, including a credit agreement
incorporating substantially the terms and conditions outlined in this Commitment
Letter; (ii) the absence of (A) a material adverse change in the business,
condition (financial or otherwise), operations or properties of the Company and
its subsidiaries, or affiliates, as reflected in its consolidated financial
statements as of March 31, 2000, (B) any change after the date hereof in loan
syndication, financial or capital market conditions generally that, in SunTrust
Equitable Securities' judgment, would materially impair syndication of the
Credit Facility; (iii) the accuracy of all representations which you make to us
and all information which you furnish us and your compliance

<PAGE>   3

JOHN H. HARLAND COMPANY
July 26, 2000
Page 3

with the terms of this Commitment Letter; (iv) the payment in full of all fees,
expenses and other amounts payable hereunder and under the Fee Letter; and (v) a
closing of the Credit Facility on or prior to October 12, 2000.

E.       REPRESENTATIONS

         You represent and warrant that information made available to SunTrust
by you or any of your representatives in connection with the transactions
contemplated hereby is complete and correct in all material respects and does
not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements contained therein not materially
misleading in light of the circumstances under which such statements were made.
You agree to supplement the information provided to SunTrust from time to time
so that the representation and warranty contained in this paragraph remains
correct.

         In issuing the commitments and undertakings hereunder and in arranging
and syndicating the Credit Facility, SunTrust Bank and SunTrust Equitable
Securities are relying on the accuracy of such information furnished to them by
you without independent verification thereof.

F.       INDEMNITIES, EXPENSES, ETC.

         1. Indemnification. You further agree to indemnify and hold harmless
SunTrust Equitable Securities and each Lender (including SunTrust Bank) and each
director, officer, employee, affiliate, and agent thereof (each, an "Indemnified
Person") against, and to reimburse each Indemnified Person, upon its demand, for
any losses, claims, damages, liabilities or other expenses ("Losses") incurred
by such Indemnified Person insofar as such Losses arise out of or in any way
relate to or result from this Commitment Letter, the Fee Letter or the financing
contemplated hereby, including, without limitation, Losses participating in any
legal proceeding relating to any of the foregoing (whether or not such
Indemnified Person is a party thereto); provided that the foregoing shall not
apply to any Losses to the extent that such losses result from the gross
negligence or willful misconduct of such Indemnified Person. Your obligations
under this paragraph shall remain effective whether or not definitive financing
documentation is executed and notwithstanding any termination of this Commitment
Letter.

         2. CONSEQUENTIAL DAMAGES. NEITHER SUNTRUST BANK NOR SUNTRUST EQUITABLE
SECURITIES SHALL BE RESPONSIBLE OR LIABLE TO THE COMPANY OR ANY OTHER PERSON OR
ENTITY FOR ANY PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED
AS A RESULT OF THIS COMMITMENT LETTER, THE FEE LETTER, THE LOAN DOCUMENTS OR ANY
OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

         3. Expenses. In further consideration of the commitments and
undertakings of SunTrust hereunder, and recognizing that in connection herewith
SunTrust will be incurring certain out-of-pocket costs and expenses (including,
without limitation, fees and disbursements of counsel, and costs and expenses
for syndication, due diligence, transportation, duplication, mailings, messenger
services, computer, appraisal, audit, and insurance), you hereby agree to pay,
or reimburse SunTrust on demand for, all such reasonable costs and expenses
(whether incurred before or after the date hereof), regardless of whether any of
the transactions contemplated hereby are consummated. You also agree to pay all
reasonable costs and expenses of SunTrust (including, without limitation, fees
and disbursements of counsel) incurred in connection with the enforcement of any
of their rights and remedies hereunder. Your obligation in respect of costs and
expenses shall survive the expiration or termination of this Commitment Letter.

<PAGE>   4

JOHN H. HARLAND COMPANY
July 26, 2000
Page 4

G.       SPECIAL DISCLOSURE

         SunTrust Equitable Securities is a wholly-owned subsidiary of SunTrust
Banks, Inc. and an affiliate of SunTrust Bank. SunTrust Equitable Securities is
a broker/dealer registered with the Securities and Exchange Commission (SEC) and
a member of the National Association of Securities Dealers, Inc. (NASD), the New
York Stock Exchange (NYSE), and the Securities Investor Protection Corporation
(SIPC). Although it is a subsidiary of SunTrust Banks, Inc., SunTrust Equitable
Securities is not a bank and is separate from any affiliated SunTrust Bank.
SunTrust Equitable Securities is solely responsible for its contractual
obligations and commitments.

         Securities and financial instruments sold, offered, or recommended by
SunTrust Equitable Securities are not bank deposits, are not insured by the
Federal Deposit Insurance Corporation (FDIC), or the SIPC, or any governmental
agency and are not obligations of or endorsed or guaranteed in any way by any
bank affiliated with SunTrust Equitable Securities or any other bank unless
otherwise stated.

         You authorize SunTrust Equitable Securities and its affiliates,
including SunTrust Bank and any other SunTrust affiliated bank, to share with
each other credit and other confidential or non-public information regarding you
and your accounts. It is the policy of SunTrust Bank, SunTrust Equitable
Securities, and all other SunTrust affiliates to strictly protect confidential
client information. Therefore, any information shared by us will be on a limited
basis and only to people within our organization who are part of our
relationship team, except as otherwise provided in this letter.

H.       MISCELLANEOUS

         1.       Effectiveness. This Commitment Letter shall constitute a
binding obligation of SunTrust for all purposes immediately upon the acceptance
hereof by the Company in the manner provided herein. Notwithstanding any other
provision of this Commitment Letter, SunTrust's commitments and undertakings as
set forth herein shall not be or become effective for any purpose unless and
until this Commitment Letter shall have been accepted by the Company in the
manner specified below.

         2.       Acceptance by the Company. If you are in agreement with the
foregoing, please sign and return the enclosed copy of this Commitment Letter by
fax and overnight mail to:

                           SunTrust Equitable Securities
                           303 Peachtree Street, 24th Floor
                           Atlanta, GA 30308

                           Attention: Jenna Kelly
                           Fax: (404) 827-6514

         3.       Termination. Unless you have signed and returned the enclosed
copy of this Commitment Letter prior to 5:00 p.m., Atlanta, Georgia time, on
July 28, 2000, SunTrust's obligations hereunder shall terminate on such date. In
no event shall SunTrust Bank or any other Lender have any obligation to make the
Credit Facility available unless the related credit agreement and other binding
legal documents have been executed on or prior to October 12, 2000 (the "Closing
Date"). In addition to the foregoing, this Commitment Letter may be terminated
at any time by mutual agreement.

         4.       No Third-Party Beneficiaries. This Commitment Letter is solely
for the benefit of the Company and SunTrust; no provision hereof shall be deemed
to confer rights on any other person or entity.

<PAGE>   5

JOHN H. HARLAND COMPANY
July 26, 2000
Page 5

         5.       No Assignment. This Commitment Letter may not be assigned by
the Company to any other person or entity, but all of the obligations of the
Company hereunder shall be binding upon the successors and assigns of the
Company.

         6.       GOVERNING LAW. THIS COMMITMENT LETTER WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

         7.       WAIVERS OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, THE COMPANY AND SUNTRUST EACH HEREBY WAIVES JURY TRIAL IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATED TO THIS COMMITMENT LETTER OR ANY OTHER
DOCUMENTS CONTEMPLATED HEREBY.

         8.       Counterparts. This Commitment Letter may be executed in any
number of separate counterparts, each of which shall collectively and
separately, constitute one agreement.

         9.       Entire Agreement. Upon acceptance by you as provided herein,
this Commitment Letter and the Term Sheet attached hereto and the Fee Letter
referenced herein shall supersede all understandings and agreements between the
parties to this Commitment Letter in respect of the transactions contemplated
hereby.

         10.      Loan Document. This letter shall be considered a "Loan
Document" under the Credit Facility until a successful syndication shall occur.


         We look forward to working with you on this transaction.

                                Very truly yours,

                                SUNTRUST BANK


                                By: /S/ Brian K. Peters
                                    ----------------------
                                Name: Brian K. Peters
                                Title: Managing Director



                                SUNTRUST EQUITABLE SECURITIES
                                CORPORATION


                                By: /s/ Peter C. Vaky
                                    ----------------------
                                Name: Peter C. Vaky
                                Title: Managing Director

<PAGE>   6

JOHN H. HARLAND COMPANY
July 26, 2000
Page 6


ACCEPTED AND AGREED
this 28 day of July, 2000:

JOHN H. HARLAND COMPANY


By: /s/ John Stakel
    ----------------------
Name:  John Stakel
Title: VP/Treasurer

<PAGE>   7

                                     ANNEX I
                  SUMMARY OF PRINCIPAL TERMS AND CONDITIONS OF
                  $325,000,000 SENIOR REVOLVING CREDIT FACILITY

I.       DESCRIPTION OF THE FACILITY


CREDIT FACILITY:  $325,000,000 Senior Revolving Credit Facility with a
                  $20,000,000 Letter of Credit subfacility and a $20,000,000
                  Swingline subfacility ("Revolver"); provided, however, that
                  until a successful syndication occurs and additional
                  commitments are received such that SunTrust's commitment is
                  reduced to $50,000,000, the Revolver will be limited to
                  $225,000,000.

BORROWER:         John H. Harland Company (the "Borrower").

GUARANTORS:       All present and future direct and indirect wholly-owned
                  domestic subsidiaries of the Borrower (including JH
                  Acquisition Corp.). Concentrex Incorporated and its
                  subsidiaries (collectively, "Concentrex") shall become
                  guarantors immediately upon consummation of the merger between
                  JH Acquisition Corp. and Concentrex Incorporated.

ADMINISTRATIVE
AGENT:            SunTrust Bank ("SunTrust" or the "Agent").

LEAD ARRANGER:    SunTrust Equitable Securities Corporation (the "Arranger").

SUNTRUST
COMMITMENT:       $225,000,000 of the $325,000,000 Revolver

LENDERS:          SunTrust and a syndicate of financial institutions acceptable
                  to the Borrower, the Arranger and SunTrust, as Agent
                  (together, the "Lenders").

SWINGLINE LENDER: SunTrust Bank

ISSUING BANK:     SunTrust Bank

PURPOSE:          Proceeds shall be used to refinance existing debt, for the
                  proposed acquisition, for future permitted acquisitions, and
                  for working capital and general corporate purposes.

MATURITY:         Revolver shall terminate 5 years from Closing.

COLLATERAL:       Unsecured (other than a stock pledge of material wholly-owned
                  non-domestic subsidiaries described below), with a negative
                  pledge on all present and future assets with certain
                  exceptions set forth herein. 65% of the stock of any
                  wholly-owned non-domestic subsidiary which at any

Note:    Italicized terms are defined in the attached Exhibit A ("Selected
         Definitions").

<PAGE>   8

John H. Harland Company
--------------------------------------------------------------------------------

                  time accounts for more than 5% of Total Revenue (a "Material
                  Foreign Subsidiary") shall be pledged to the Lenders.

II.      PRICING AND PAYMENT TERMS FOR THE FACILITIES

INTEREST RATE
OPTIONS:          The Borrower shall be entitled to select between the following
                  interest rate options for syndicated advances:

                  (i) Base Rate, or (ii) LIBOR plus the Applicable Margin for
                  Revolving Loans; provided, however, that loans under the
                  Swingline subfacility shall bear interest at the Swingline
                  Rate.

INTEREST; INTEREST
PAYMENTS:         Interest shall be calculated on all obligations on the basis
                  of a 360-day year other than interest accruing at the Prime
                  Rate which shall be calculated on the basis of a 365 day year.
                  Interest shall be payable on outstanding advances as follows:


                  (i)      Base Rate advances- On the last day of each fiscal
                           quarter, in arrears.

                  (ii)     LIBOR advances - At the expiration of each Interest
                           Period, and with respect to loans made for an
                           Interest Period longer than three months, on the last
                           day of each three-month period prior to the
                           expiration of the Interest Period.

                  (iii)    Swing Line advances - At the expiration of each
                           Interest Period.

DEFAULT RATE:     If any event of default has occurred and is continuing, at the
                  option of the Required Lenders, the otherwise then applicable
                  rates shall be increased by 2% per annum; provided that, for
                  any LIBOR advances, at the end of the applicable Interest
                  Period, interest shall accrue at the Base Rate plus the
                  Applicable Margin plus 2% per annum. Default interest shall be
                  payable on demand.

COMMITMENT FEE:   A Commitment Fee shall be payable quarterly in arrears on the
                  average daily unused portion of the Credit Facility, in an
                  amount equal to the percentage designated in Exhibit B for
                  Commitment Fee based on the ratio of Borrower's Total Debt to
                  EBITDA. The Commitment Fee percentage shall initially be
                  0.225%, provided, however, that upon delivery to the Agent of
                  Borrower's financial statements for the fiscal quarter ending
                  September 30, 2000, the Commitment Fee percentage shall be
                  reset to the percentage designated in Exhibit B for Commitment
                  Fee based on the Borrower's ratio of Total Debt to EBITDA for
                  the preceding four fiscal quarter period then ending, measured
                  quarterly, such new Commitment Fee percentage being effective
                  as of the second business day following the date that the
                  Agent receives the Borrower's applicable financial statements.


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John H. Harland Company
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                  Outstanding letters of credit under the Revolver will be
                  deemed usage of the Credit Facility, but loans under the
                  Swingline shall not be deemed usage of the Revolver. Both
                  outstanding letters of credit and loans under the Swingline
                  shall be included in Total Debt.

LETTER OF CREDIT
FEE:              A letter of credit fee shall be payable quarterly in arrears
                  at a rate equal to the Applicable Margin on the average
                  outstanding letters of credit issued under the Credit
                  Facility, to be shared proportionately by lenders in
                  accordance with their participation in the respective letters
                  of credit. In addition, a facing fee of 0.125% and other
                  customary administrative charges shall be paid to the Issuing
                  Bank for its own account. In each case, fees shall be
                  calculated on the aggregate amount available to be drawn under
                  the Letter of Credit.

FUNDING:          The Borrower shall provide prior written notice (or telephonic
                  notice promptly confirmed in writing) of funding requests and
                  interest rate conversions to the Agent (i) by 11:00 a.m. at
                  least one business day in advance of borrowing with respect to
                  Base Rate advances; and, (ii) by 11:00 a.m. at least three
                  business days in advance with respect to LIBOR advances. LIBOR
                  advances shall be in minimum amounts of $5,000,000 and in
                  integral multiples of $1,000,000 and Base Rate advances shall
                  be in minimum amounts of $1,000,000 and in integral multiples
                  of $100,000. Each Lender shall make its funds available to the
                  Agent not later than 11:00 a.m. (Atlanta, Georgia time) on the
                  funding date for Base Rate and LIBOR advances. No more than a
                  total of ten advances subject to LIBOR pricing may be in
                  effect at any time under the Credit Facility.

REPAYMENTS:       All principal and unpaid accrued interest on all loans under
                  the Revolver shall be due and payable on the Maturity Date of
                  the Revolver unless earlier accelerated after the occurrence
                  of an Event of Default.

VOLUNTARY
PREPAYMENTS:      Prepayments may be made without premium or penalty, provided
                  that LIBOR advances may be prepaid only on the expiration of
                  the current Interest Period applicable thereto to avoid any
                  penalty. Otherwise, with respect to a LIBOR or Base Rate
                  advance, the Borrower must give the Agent at least three
                  business days and one business day, respectively, prior
                  written notice of the amount and time of any prepayment.
                  Prepayments of any Libor advances shall be in minimum amounts
                  of $5,000,000 and in integral multiples of $1,000,000 and
                  prepayments of any Base Rate advances shall be in minimum
                  amounts of $1,000,000 and in integral multiples of $100,000.

PAYMENTS:         All payments by the Borrower shall be made not later than
                  12:00 noon (Atlanta, Georgia time) to the Agent in immediately
                  available funds, free and clear of any defenses, set-offs,
                  counterclaims, or withholdings or deductions for taxes. Any
                  Lender not organized under the laws of


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John H. Harland Company
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                  the United States or any state thereof must, prior to the time
                  it becomes a Lender, furnish Borrower and Agent with forms or
                  certificates as may be appropriate to verify that such Lender
                  is exempt from U.S. tax withholding requirements.

PRICING/YIELD
PROTECTION
PROVISIONS:       Customary provisions with respect to: payment of withholding
                  tax "gross-up" amounts; suspension of LIBOR pricing options
                  due to illegality or inability to ascertain funding costs;
                  payment of reserve requirements, increased funding costs and
                  capital adequacy compensation; and payment of breakage and
                  redeployment costs in connection with fundings and repayments
                  of LIBOR advances.

III.     CONDITIONS TO FUNDINGS

Funding will be subject to conditions customary in financings of this nature,
including, but not limited to, the following:

CONDITIONS TO
INITIAL
BORROWING:        (1)      Execution and delivery of credit agreement,
                           promissory notes, guaranty agreements, and other loan
                           documents.

                  (2)      Delivery of duly executed payoff letters, in form and
                           substance satisfactory to Agent, executed by each
                           lender holding Indebtedness to be refinanced at
                           closing (which shall include all obligations under
                           Borrower's $85,000,000 private placement, Borrower's
                           $15,000,000 term loan facility and all other
                           Indebtedness for borrowed money of Concentrex other
                           than purchase money debt, capital leases and
                           obligations under the Note Agreement), together with
                           all documents reasonably required by Agent to
                           evidence the payoff of such Indebtedness.

                  (3)      Delivery of certified articles of incorporation, good
                           standing certificates Receipt and certified copies of
                           other organizational documents, including bylaws, of
                           authorizing resolutions of board of directors, and
                           incumbency certificates for the Borrower and all
                           guarantors.

                  (4)      Delivery of favorable opinion of counsel for the
                           Borrower and all guarantors.

                  (5)      Delivery of a duly executed closing certificate,
                           notice of initial borrowing and funds disbursement
                           instructions.

                  (6)      Delivery of certified copies of all consents,
                           approvals, authorizations, registrations, or filings
                           required to be made or obtained by the Borrower and
                           all guarantors in connection with the Credit Facility
                           and any transaction being financed with the proceeds
                           of the Credit Facility.


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John H. Harland Company
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                  (7)      Receipt and satisfactory review by the Agent of the
                           consolidated financial statements of Borrower and its
                           subsidiaries for the fiscal quarter ending 6/30/00,
                           and such other financial information as the Agent may
                           request.

                  (8)      Payment in full of all fees and expenses related to
                           the Credit Facility.

                  (9)      Satisfactory lien searches received on Concentrex.

                  (10)     Agent shall have received such other documents,
                           certificates and other information in connection with
                           the tender offer and acquisition of Concentrex as it
                           may reasonably request.

                  (11)     Agent shall have received such other documents,
                           certificates, information or legal opinions as it or
                           the Required Lenders may reasonably request.


CONDITIONS TO ALL
BORROWINGS:       (1)      No default or event of default shall then exist or
                           would result from such borrowing.

                  (2)      All representations and warranties shall continue to
                           be true and correct in all material respects on and
                           as of the date of each borrowing and the issuance of
                           each letter of credit.

                  (3)      Since the date of the most recent financial
                           statements, there shall have been no change that has
                           had or could be reasonably expected to have a
                           Material Adverse Effect.

IV.          REPRESENTATIONS AND WARRANTIES

Representations and warranties as to the following matters, together with other
customary representations and warranties:

                  (1)      Due organization, valid existence and good standing
                           of the Borrower and all subsidiaries; power and
                           authority to conduct their business; and
                           qualification to conduct business in each
                           jurisdiction in which the failure to conduct business
                           would have a Material Adverse Effect.


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John H. Harland Company
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                  (2)      Corporate power to execute, deliver and perform all
                           loan documentation; due authorization of all loan
                           documentation; execution, delivery and enforceability
                           of all loan documentation.

                  (3)      No consent, approval, registration or filing with any
                           governmental authority, other than those that have
                           been obtained or where the failure to obtain would
                           not reasonably be expected to have a Material Adverse
                           Effect; no violation of any law, rule, regulation,
                           judgment, order, or ruling applicable to Borrower or
                           any subsidiary; no violation of organization
                           documents or any indenture or material agreement to
                           which Borrower or any subsidiary is a party; no
                           creation of a lien on the assets of Borrower or any
                           subsidiary as a result of execution, delivery or
                           performance of the loan documentation.

                  (4)      Accuracy of the most recent annual audited financial
                           statements and quarterly financial statements
                           submitted to the Lenders and absence of any material
                           adverse change in the financial condition of the
                           Borrower and its subsidiaries on a consolidated basis
                           as reflected in such financial statements.

                  (5)      Absence of pending or threatened litigation that
                           could reasonably be expected to have a Material
                           Adverse Effect; absence of environmental liability or
                           notice of any claim for such liability that could
                           reasonably be expected to have a Material Adverse
                           Effect.

                  (6)      Compliance with all applicable laws and material
                           indentures and agreements.

                  (7)      Not an investment company or a company controlled by
                           an investment company (Investment Company Act of
                           1940).

                  (8)      Filing of all tax returns (except where failure to
                           file is not reasonably expected to have a Material
                           Adverse Effect) and payment of all taxes (except
                           where being contested in good faith by appropriate
                           proceedings and subject to maintenance of adequate
                           reserves and is not reasonably expected to have a
                           Material Adverse Effect).

                  (9)      Compliance with margin regulations

                  (10)     Absence of transactions that would violate ERISA and
                           that would reasonably be expected to have a Material
                           Adverse Effect; no underfunded ERISA plans.

                  (11)     Possession by the Borrower and all subsidiaries of
                           good and marketable title to and ownership of all the
                           assets described in the Borrower's most recent
                           financial statements, except where


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<PAGE>   13

John H. Harland Company
--------------------------------------------------------------------------------

                           failure to hold such title would not have a Material
                           Adverse Effect.

                  (12)     Possession and maintenance of all material rights,
                           franchises, licenses, patents, copyrights,
                           trademarks, trade names or other intellectual
                           property rights, free from burdensome restrictions
                           and infringements, where such non-possession or
                           infringement could have a Material Adverse Effect.

                  (13)     No information or statement contains any untrue
                           statement of a material fact or omits to state a
                           material fact necessary to make the statement not
                           misleading.

                  (14)     Absence of strikes, lockouts or other material labor
                           disputes, and absence of significant unfair labor
                           practice, charges or grievances pending or, to
                           Borrower's knowledge, threatened against Borrower or
                           any subsidiary that could reasonably be expected to
                           have a Material Adverse Effect.

                  (15)     Identification of all subsidiaries of the Borrower
                           and its subsidiaries.

                  (16)     Identification of all Indebtedness and Liens of the
                           Borrower, its subsidiaries and Concentrex as of the
                           Closing Date other than Indebtedness and Liens which
                           are being satisfied on the Closing Date.

V.       COVENANTS

FINANCIAL COVENANTS:       The following financial covenants shall be measured
                           on a consolidated basis in accordance with GAAP,
                           including all majority-owned subsidiaries, at the end
                           of each fiscal quarter:

                           TOTAL DEBT TO EBITDA

                           The Borrower and its subsidiaries shall maintain on a
                           consolidated basis a ratio of Total Debt to EBITDA of
                           no greater than 3.00:1.00. The Borrower's compliance
                           with this requirement shall be calculated on a
                           rolling four-quarter basis, measured on the last day
                           of each fiscal quarter.


                           FIXED CHARGE COVERAGE RATIO

                           The Borrower and its subsidiaries shall maintain on a
                           consolidated basis a ratio of (a) EBITDAR to (b)
                           Fixed Charges of at least 2.50:1.00. The Borrower's
                           compliance with this requirement shall be calculated
                           on a rolling four-quarter basis, measured on the last
                           day of each fiscal quarter.


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John H. Harland Company
--------------------------------------------------------------------------------

                           MINIMUM NET WORTH

                           The Borrower and its subsidiaries shall maintain a
                           Consolidated Net Worth of an amount at least equal to
                           the sum of (i) $141,000,000, plus (ii) 50% of
                           cumulative positive Net Income accrued since the end
                           of the fiscal quarter ending June 30, 2000, plus
                           (iii) 100% of the net proceeds from any equity
                           offering, calculated quarterly on the last day of
                           each fiscal quarter plus (iv) any non-cash charges
                           actually taken which are associated with the
                           accelerated write-off of any tangible or intangible
                           assets related to the acquisition of Concentrex or to
                           the Software Business provided that such amounts do
                           not exceed $15,000,000 in the aggregate through the
                           Maturity Date.


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<PAGE>   15


John H. Harland Company
--------------------------------------------------------------------------------

REPORTING
REQUIREMENTS:     The Borrower shall deliver the following financial statements:
                  (1) its annual unqualified audited financial statements within
                  90 days after the end of each fiscal year, accompanied by a
                  certificate from its certified public accountant along with a
                  certificate from the Borrower's chief financial officer or
                  treasurer stating that they have no knowledge of any Default
                  or Event of Default and that the financial statements are true
                  and correct to the best of their knowledge; (2) its quarterly
                  unaudited financial statements within 45 days after the end of
                  each fiscal quarter that is not the end of a fiscal year,
                  along with a certificate from the chief financial officer or
                  treasurer stating that such officer has no knowledge of any
                  Default or Event of Default and that the financial statements
                  are true and correct to the best of his or her knowledge; and
                  (3) a certificate from the chief financial officer or
                  treasurer (i) certifying as to whether there exists a Default
                  or Event of Default on the date of such certificate, and if a
                  Default or an Event of Default, specifying the details thereof
                  and the action which the Borrower has taken or proposes to
                  take with respect thereto, (ii) setting forth in reasonable
                  detail calculations demonstrating compliance with the
                  financial covenants and (iii) stating whether any change in
                  GAAP or the application thereof has occurred since the date of
                  the Borrower's audited financial statements delivered in
                  connection with the closing, and, if any change has occurred,
                  specifying the effect of such change on the financial
                  statements accompanying such certificate. In each case, such
                  financial statements shall include a balance sheet, income
                  statement, statement of cash flows, and statement of
                  stockholders' equity for the Borrower and its subsidiaries on
                  a consolidated basis.

                  In addition, within 90 days after the end of each fiscal year
                  and 45 days after the end of each fiscal quarter that is not
                  the end of a fiscal year, the Borrower shall provide the
                  calculations with supporting details of the financial
                  covenants. The Borrower shall also provide other customary
                  notification, including, without limitation, notice of any
                  Default or of any Material Adverse Effect (collectively, the
                  "Other Notices").


AFFIRMATIVE
COVENANTS:        Affirmative covenants as to the following matters and other
                  customary covenants applicable to the Borrower and its
                  subsidiaries subject to normal qualifications and exceptions:

                  (1)      Maintenance of corporate existence, and all material
                           patents, trademarks, franchises, and other
                           intellectual property rights.

                  (2)      Compliance with all laws and regulations, except
                           where the failure to comply would not have a Material
                           Adverse Effect.


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<PAGE>   16


John H. Harland Company
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                  (3)      Payment of all obligations and claims (including all
                           taxes), except where being contested in good faith by
                           appropriate proceedings and subject to maintenance of
                           adequate reserves and the failure to make such
                           payment would not have a Material Adverse Effect.

                  (4)      Maintenance of proper books and records.

                  (5)      Visitation and inspection of properties, examination
                           of books and records, and discussion with officers
                           and accountants.

                  (6)      Maintenance of property; maintenance of insurance of
                           types and in amounts customary in Borrower's
                           industry.

                  (7)      Use of proceeds; compliance with margin regulations.

                  (8)      Notification of creation or acquisition of new
                           subsidiaries. Receipt of a subsidiary guaranty from
                           (i) Concentrex immediately upon consummation of the
                           merger between JH Acquisition Corp. and Concentrex
                           Incorporated (provided that an assumption of the
                           subsidiary guaranty of JH Acquisition Corp. may be
                           delivered by Concentrex Incorporated in lieu of a new
                           subsidiary guaranty) and (ii) future wholly-owned
                           domestic subsidiaries. Receipt of stock pledge on 65%
                           of stock of any Material Foreign Subsidiary.

NEGATIVE
COVENANTS:        Negative covenants as to the following matters and other
                  customary covenants applicable to the Borrower and its
                  subsidiaries subject to normal qualifications and exceptions:

                  (1)      Restrictions on incurring or permitting to exist any
                           Indebtedness other than Permitted Indebtedness.

                  (2)      Restrictions on granting or permitting to exist any
                           liens and security interest except for certain
                           customary exceptions.

                  (3)      Restrictions on mergers, consolidations, sale of all
                           or substantially all assets of Borrower or any
                           subsidiary or the stock of any subsidiary, with
                           certain customary exceptions; restrictions on
                           engaging in business other than businesses of the
                           type conducted by the Borrower and its subsidiaries
                           on the date hereof and businesses reasonably related
                           thereto.

                  (4)      Restrictions on investments (which includes, without
                           limitation, making loans, guarantees for the benefit
                           of another Person) or acquisitions other than
                           Permitted Investments and Permitted Acquisitions.

                  (5)      Prohibition against dividends and other distributions
                           related to


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<PAGE>   17


John H. Harland Company
--------------------------------------------------------------------------------

                           common stock and on any repurchase, redemption or
                           defeasance of any common stock of the Borrower or any
                           options, warrants, or other rights to purchase such
                           common stock other than dividends and distributions
                           paid in kind (a "Restricted Payment"), if a Default
                           or Event of Default has occurred and is continuing or
                           would be caused by the making of such Restricted
                           Payment.

                  (6)      Restrictions on dispositions of assets other than
                           Permitted Asset Sales provided that no Permitted
                           Asset Sale of the types described in clauses (d) -
                           (f) of the definition of Permitted Asset Sales shall
                           be permitted if a Default or Event of Default has
                           occurred and is continuing or would be caused by such
                           Permitted Asset Sale. To the extent any guarantor or
                           Material Foreign Subsidiary is sold pursuant to a
                           Permitted Asset Sale, such guarantor shall be
                           released from its guaranty and, in the case of a
                           Material Foreign Subsidiary, its stock shall be
                           released from the pledge.

                  (7)      Restrictions on affiliate transactions, except (a) in
                           the ordinary course of business at prices and on
                           terms and conditions not less favorable to the
                           Borrower or such subsidiary than could be obtained on
                           an arm's-length basis from unrelated third parties,
                           (b) transactions between or among the Borrower and
                           any guarantors not involving any other Affiliates,
                           (c) transactions between or among the Borrower, any
                           of its subsidiaries and any Minority Investment or
                           subsidiary that is not a guarantor subject to the
                           limitations set forth in the Investment covenant or
                           (d) any Restricted Payment permitted above.

                  (8)      Restrictions on agreements that prohibit or limit (i)
                           the amount of dividends or loans that may be paid or
                           made to the Borrower by any of its wholly-owned
                           subsidiaries other than limitations on Concentrex
                           Incorporated in the Note Agreement or (ii) the
                           ability of Borrower or any of its wholly-owned
                           subsidiaries to grant any liens in any of its
                           property.

                  (9)      Restrictions on sale/leaseback transactions other
                           than a $25,000,000 aggregate basket for digital
                           printing equipment or other property.

                  (10)     Restrictions on amendments or modifications to the
                           Borrower's or any guarantor's organizational
                           documents which would have a material adverse effect
                           on the Lenders.

                  (11)     Restrictions on change in fiscal year or significant
                           change in accounting practices except as may be
                           required by GAAP.

                  (12)     Restrictions against entering into any speculative
                           hedging


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<PAGE>   18


                           agreements. Borrower shall be permitted to enter into
                           any hedging agreement entered into in the ordinary
                           course of business which is designed to protect the
                           Borrower against fluctuations in interest rates,
                           exchange rates or fluctuations in commodity prices.

VI.      EVENTS OF DEFAULT

Customary in credit agreements of this nature including, but not limited to, the
following subject to normal and customary cure periods:

                  (1)      Non-payment of any principal amounts of the loans
                           when due; and nonpayment of any interest, fees or
                           other amounts within three Business Days of the due
                           date thereof.

                  (2)      Any representation, warranty, or statement shall be
                           untrue or incorrect in any material respect.

                  (3)      Breach of any financial covenant, negative covenant,
                           requirement to report any Other Notices or the
                           covenant to maintain existence.

                  (4)      Breach of any other covenant or obligation which
                           remains uncured for 30 days after the earlier of (i)
                           any officer of Borrower becomes aware thereof, or
                           (ii) written notice thereof having been given to the
                           Borrower.

                  (5)      Failure of the Borrower or any guarantor or Material
                           Foreign Subsidiary to make payments on any debt which
                           individually or in the aggregate exceeds $5,000,000,
                           or breach of any covenant or other term or condition
                           contained in any agreement relating to such
                           Indebtedness, in either case, causing or permitting
                           the acceleration of such Indebtedness or requiring
                           such Indebtedness to be prepaid or redeemed prior to
                           its scheduled maturity; provided, however, no event
                           of default shall occur as a result of any default or
                           breach of covenant or condition in the Note Agreement
                           unless such Indebtedness is accelerated and not
                           satisfied in full within 30 days of such
                           acceleration.

                  (6)      (i) Voluntary commencement of a bankruptcy proceeding
                           by Borrower or any guarantor or Material Foreign
                           Subsidiary, (ii) an involuntary commencement of a
                           bankruptcy proceeding which remains undismissed for
                           60 days or (iii) failure to pay its debts as they
                           become due.


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John H. Harland Company
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                  (7)      Occurrence of an ERISA event with respect to the
                           Borrower or any subsidiary which could result in
                           liability in an aggregate amount exceeding
                           $5,000,000.

                  (8)      Any final judgment or order where the amount not
                           covered by insurance (or the amount as to which the
                           insurer denies liability) is in excess of $5,000,000,
                           or otherwise has a Material Adverse Effect, shall be
                           rendered against the Borrower or any guarantor or
                           Material Foreign Subsidiary, which judgment remains
                           in effect for 30 days without being paid, stayed or
                           dismissed.

                  (9)      A Change in Control shall occur.

                  (10)     Termination or invalidity of guaranty agreement or
                           the Borrower or any guarantor shall challenge the
                           validity of any loan document.

                  (11)     Any event of default shall occur under, or the
                           Borrower or any subsidiary shall breach any term or
                           condition of, any loan document (after giving effect
                           to any cure or grace periods therein).

PARTICIPATIONS AND
ASSIGNMENTS:      Assignments to other banks and financial institutions of the
                  Credit Facility will be permitted by any Lender with the
                  written approval of the Borrower and the Agent (such approval
                  not to be unreasonably withheld or delayed, and such approval
                  not required by Borrower if an Event of Default has occurred)
                  in minimum increments of $5,000,000, provided, however, that
                  (I) no such consent of the Borrower or the Agent shall be
                  required to any assignment by a Lender to an affiliate of such
                  Lender and (ii) the minimum increment requirement shall not
                  apply if a Lender is assigning its entire commitment. An
                  administrative fee of $1,000 shall be due and payable by such
                  assigning Lender to the Agent upon the occurrence of any
                  assignment. Participations to other banks and financial
                  institutions will be permitted without restriction. Such
                  participation will not release the selling Lender from its
                  obligations with respect to the Credit Facility and each
                  lender will retain the sole right to consent, modify or waive
                  any provisions of the loan documents (except that each such
                  participant shall have the right to approve any amendments,
                  modifications, or waivers decreasing the amount of principal
                  of or the rate at which interest is payable on such loans,
                  extending any scheduled principal payment date or date fixed
                  for the payment of interest on any loans, or increasing its
                  Revolving Credit Commitment, or releasing all or any material
                  portion of the Collateral or releasing any guarantor other
                  than as permitted under the loan documents).

REQUIRED LENDERS: Lenders holding more than 50% of the outstanding commitments
                  for the Credit Facility.


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<PAGE>   20


John H. Harland Company
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INDEMNIFICATION:  The Borrower shall pay (I) all reasonable, out-of-pocket costs
                  and expenses of the Agent and its Affiliates, including the
                  reasonable fees, charges and disbursements of counsel for the
                  Agent and its Affiliates, in connection with the syndication
                  of the credit facility provided for herein, the preparation
                  and administration of the loan documents and any amendments,
                  modifications or waivers thereof (whether or not the
                  transactions contemplated herein shall be consummated), (ii)
                  all reasonable out-of-pocket expenses incurred by the Issuing
                  Bank in connection with the issuance, amendment, renewal or
                  extension of any Letter of Credit or any demand for payment
                  thereunder and (iii) all out-of-pocket costs and expenses
                  (including, without limitation, the reasonable fees, charges
                  and disbursements of outside counsel) incurred by the Agent,
                  the Issuing Bank or any Lender in connection with the
                  enforcement of its rights in connection with the loan
                  documentation or the loans made thereunder or letters of
                  credit issued thereunder. The Borrower shall indemnify the
                  Agent and each Lender against all reasonable costs, losses,
                  liabilities, damages, and expenses incurred by them in
                  connection with any investigation, litigation, or other
                  proceedings relating to the Credit Facility, except for
                  instances of gross negligence or willful misconduct on the
                  part of the indemnified party.

GOVERNING LAW:    State of Georgia


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<PAGE>   21



John H. Harland Company
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                                    EXHIBIT A
                              SELECTED DEFINITIONS

         APPLICABLE MARGIN shall mean the percentage designated in the "Pricing
Grid" attached hereto as Exhibit B based on the Borrower's ratio of Total Debt
to EBITDA. The Applicable Margin shall initially be 1.00%, provided, however,
that upon delivery to the Agent of Borrower's financial statements for the
fiscal quarter ending September 30, 2000, the Applicable Margin shall be reset
to the percentage designated in Exhibit B based on the Borrower's ratio of Total
Debt to EBITDA for the preceding four fiscal quarter period then ending,
measured quarterly, such Applicable Margin being effective as of the second
business day following the date that the Agent receives the Borrower's
applicable financial statements.

         BASE RATE shall mean the higher of (i) the rate which SunTrust
announces from time to time as its prime lending rate, as in effect from time to
time, or (ii) the Federal Funds rate, as in effect from time to time, plus
one-half of one percent (1/2%) per annum (any changes in such rates to be
effective as of the date of any change in such rate). The SunTrust prime lending
rate is a reference rate and does not necessarily represent the lowest or best
rate actually charged to any customer. SunTrust may make commercial loans or
other loans at rates of interest at, above, or below the SunTrust prime lending
rate.

         CHANGE IN CONTROL shall mean the occurrence of one or more of the
following events: (a) any sale, lease, exchange or other transfer (in a single
transaction or a series of related transactions) of all or substantially all of
the assets of the Borrower to any Person or "group" (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder in effect on the date hereof), (b) the acquisition of
ownership, directly or indirectly, beneficially or of record, by any Person or
"group" (within the meaning of the Securities Exchange Act of 1934 and the rules
of the Securities and Exchange Commission thereunder as in effect on the date
hereof) of 30% or more of the outstanding shares of the voting stock of the
Borrower; or (c) occupation of a majority of the seats (other than vacant seats)
on the board of directors of the Borrower by Persons who were neither (i)
nominated by the current board of directors or (ii) appointed by directors so
nominated.

          CONSOLIDATED NET WORTH shall mean, as of any date, (i) the total
assets of the Borrower and its subsidiaries that would be reflected on the
Borrower's consolidated balance sheet as of such date prepared in accordance
with GAAP, after eliminating all amounts properly attributable to minority
interests, if any, in the stock and surplus of subsidiaries, minus the sum of
(i) the total liabilities of the Borrower and its subsidiaries that would be
reflected on the Borrower's consolidated balance sheet as of such date prepared
in accordance with GAAP and (ii) the amount of any write-up in the book value of
any assets resulting from a revaluation thereof or any write-up in excess of the
cost of such assets acquired reflected on the consolidated balance sheet of the
Borrower as of such date prepared in accordance with GAAP.

         EBITDA shall mean, for the Borrower and its subsidiaries for any
period, an amount equal to the sum of (a) Net Income for such period plus (b) to
the extent deducted in determining Net Income for such period, (i) Interest
Expense, (ii) income tax expense, (iii) depreciation and amortization and (iv)
all other non-cash charges, determined on a consolidated basis in accordance
with GAAP in each case for such period.


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Confidential                          15           SunTrust Equitable Securities
<PAGE>   22


John H. Harland Company
--------------------------------------------------------------------------------

         EBITDAR shall mean, for the Borrower and its subsidiaries for any
period, an amount equal to the sum of (a) Net Income for such period plus (b) to
the extent deducted in determining Net Income for such period, (i) Interest
Expense, (ii) income tax expense, (iii) depreciation and amortization, (iv)
Lease Expense, and (v) all other non-cash charges, determined on a consolidated
basis in accordance with GAAP in each case for such period.

         FIXED CHARGES shall mean, for the Borrower and its subsidiaries for any
period, the sum (without duplication) of (a) Interest Expense, net of interest
income, for such period and (b) Lease Expense for such period.

         INDEBTEDNESS of any person shall mean, without duplication, such
person's (i) obligations for borrowed money, (ii) obligations representing the
deferred purchase price of property or services (other than accounts payable
arising in the ordinary course of such Person's business), (iii) obligations,
whether or not assumed, secured by liens or payable out of the proceeds or
production from property or asset now or hereafter owned or acquired by such
Person, (iv) obligations which are evidenced by bonds, notes, acceptances or
other instruments, (v) capitalized lease obligations, (vi) guaranties, letter of
credit reimbursement obligations and other contingent obligations in respect of
other types of Indebtedness, (vii) Off-Balance Sheet Liabilities, and (viii)
obligations under any interest rate hedge agreement, foreign exchange agreement
or commodity hedging agreement. For purposes of determining Indebtedness under
clause (viii) the "principal amount" of the obligations of the Borrower or any
subsidiary in respect to any hedge agreement or foreign exchange agreement at
any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that the Borrower or such subsidiary would be required to pay if
such hedging agreement were terminated at such time. The Indebtedness of any
Person shall include the Indebtedness of any partnership in which such Person is
a general partner, except to the extent that the terms of such Indebtedness
provide that such Person is not liable therefor.

          INTANGIBLE ASSETS shall mean assets which are classified as intangible
assets in accordance with GAAP.

          INTEREST EXPENSE shall mean, for the Borrower and its subsidiaries for
any period determined on a consolidated basis in accordance with GAAP, the sum
of (i) total cash interest expense, including without limitation the interest
component of any payments in respect of capital leases capitalized or expensed
during such period (whether or not actually paid during such period) plus (ii)
the net amount payable (or minus the net amount receivable) under hedging
agreements during such period (whether or not actually paid or received during
such period).

         INTEREST PERIOD shall mean with respect to LIBOR loans, the period of
1, 2, 3 or 6 months selected by the Borrower pursuant to the terms of the Credit
Facility and subject to customary adjustments in duration. With respect to any
Swingline loan, the Interest Period shall not exceed 7 days.

          LEASE EXPENSE shall mean, for any period, the aggregate amount of
fixed and contingent rentals payable by the Borrower and its subsidiaries with
respect to leases of real and personal property (excluding capital leases)
determined on a consolidated basis in accordance with GAAP for such period.


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Confidential                          16           SunTrust Equitable Securities
<PAGE>   23


John H. Harland Company
--------------------------------------------------------------------------------

         LIBOR shall mean, for any Interest Period, the British Bankers'
Association Interest Settlement Rate for deposits in U.S. dollars for a period
comparable to the Interest Period appearing on Telerate Screen Page 3750, as of
11:00 a.m. London time, on the day that is two business days prior to the
Interest Period. Such rates may be adjusted for any applicable reserve
requirements.

          MATERIAL ADVERSE EFFECT shall mean, with respect to any event, act,
condition or occurrence of whatever nature (including any adverse determination
in any litigation, arbitration, or governmental investigation or proceeding),
whether singly or in conjunction with any other event or events, act or acts,
condition or conditions, occurrence or occurrences whether or not related, a
material adverse change in, or a material adverse effect on, (i) the business,
results of operations, financial condition, assets or liabilities of the
Borrower and its subsidiaries taken as a whole, (ii) the ability of the Borrower
or any subsidiary to perform any of their respective obligations under the loan
documents, (iii) the rights and remedies of the Agent, the Issuing Bank and the
Lenders under any of the Loan Documents or (iv) the legality, validity or
enforceability of any of the loan documents.

         MINORITY INVESTMENT shall mean with respect to any Person, any
corporation or other entity (including, without limitation, limited liability
companies, partnerships, joint ventures, and associations) regardless of its
jurisdiction of organization or formation, of which some but not more than 50%
of the total combined voting power of all classes of voting stock or other
ownership interests, at the time as of which any determination is being made, is
owned by such Person, either directly or indirectly through one or more other
Subsidiaries.

          NET INCOME shall mean, for any period, the net income (or loss) of the
Borrower and its subsidiaries for such period determined on a consolidated basis
in accordance with GAAP, but excluding therefrom (to the extent otherwise
included therein) (i) any extraordinary gains or losses, (ii) any gains
attributable to write-ups of assets, (iii) any equity interest of the Borrower
or any subsidiary of the Borrower in the unremitted earnings of any Person that
is not a subsidiary, (iv) any income (or loss) of any Person accrued prior to
the date it becomes a subsidiary or is merged into or consolidated with the
Borrower or any subsidiary on the date that such Person's assets are acquired by
the Borrower or any subsidiary and (v) any income (or loss) of any subsidiary
which is not a guarantor to the extent the payment of such income in the form of
dividends or other distributions to the Borrower or any subsidiary is currently
prohibited whether on account of restrictions in organizational documents or
restrictions in any agreement, document, contract, deed or other instrument
applicable to such subsidiary.

         NOTE AGREEMENT shall mean that certain Note Purchase Agreement dated as
of August 13, 1999 among Concentrex Incorporated (as successor to CFI
ProServices, Inc.), Ultradata Corporation, Meca Software, LLC, Moneyscape
Holdings, Inc. and the Purchasers listed on Exhibit A thereto pursuant to which,
as of the Closing Date, not more than $7,500,000 in principal amount is
outstanding.

         OFF-BALANCE SHEET LIABILITIES of any Person shall mean (i) any
repurchase obligation or liability of such Person with respect to accounts or
notes receivable sold by such Person, (ii) any liability of such Person under
any sale and leaseback transactions which do not create a liability on the
balance sheet of such Person, (iii) any liability (i.e., the portion guaranteed)
of such Person under any Synthetic Lease or (iv) any obligation arising with
respect to any other


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Confidential                          17           SunTrust Equitable Securities
<PAGE>   24


John H. Harland Company
--------------------------------------------------------------------------------

transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the balance sheet of such
Person.

         PERMITTED ACQUISITIONS shall mean (i) the acquisition of Concentrex and
(ii) any other acquisition so long as (a) at the time of such acquisition, no
Default or Event of Default is in existence, (b) such acquisition has been
approved by the board of directors of the Person being acquired prior to any
public announcement thereof, and (c) the total consideration (including all
cash, debt, stock and other property, and assumption of obligations for borrowed
money) of any single acquisition or series of related acquisitions does not
exceed $50,000,000. As used herein, acquisitions will be considered related
acquisitions if the sellers under such acquisitions are the same Person or any
affiliate thereof.

         PERMITTED ASSET SALES shall mean:

         (a)      the sale or other disposition for fair market value of
obsolete or worn out property or other property not necessary for operations
disposed of in the ordinary course of business (including any dispositions
associated with a closed plant);

         (b)      the sale of inventory in the ordinary course of business;

         (c)      the sale of any asset pursuant to any permitted sale-leaseback
transaction;

         (d)      any other sale or other disposition of assets unrelated to the
Software Business provided that the aggregate book value of all assets sold or
disposed (excluding assets sold under clauses (a), (b), (c), (e) and (f) hereof)
from the Closing Date through the Maturity Date shall not exceed 10% of the book
value of Total Tangible Assets calculated at the time immediately prior to the
proposed sale or disposition;

         (e)      any other sale or other disposition of Intangible Assets
related to the Borrower's Software Business provided that the aggregate book
value of all such Intangible Assets sold or disposed under this clause (e) from
the Closing Date through the Maturity Date shall not exceed $126,000,000; and

         (f)      any other sale or other disposition of Tangible Assets related
to the Borrower's Software Business provided that the aggregate book value of
all such Tangible Assets sold or disposed under this clause (f) from the Closing
Date through the Maturity Date shall not exceed $76,000,000.

         PERMITTED INDEBTEDNESS shall mean:

         (a)      Indebtedness created pursuant to the Credit Facility;

         (b)      Indebtedness existing on the Closing Date (other than
obligations under the Note Agreement which shall be subject to clause (g)
hereof) which is disclosed and acceptable to the Agent and extensions, renewals
and replacements of any such Indebtedness that do not increase the outstanding
principal amount thereof unless permitted hereunder) (immediately prior to
giving effect to such extension, renewal or replacement);


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Confidential                          18           SunTrust Equitable Securities
<PAGE>   25

John H. Harland Company
--------------------------------------------------------------------------------

         (c)      Indebtedness of the Borrower or any subsidiary other than any
Indebtedness under any Synthetic Lease incurred to finance the acquisition,
construction or improvement of any fixed or capital assets, including capital
lease obligations and any Indebtedness assumed in connection with the
acquisition of any such assets secured by a Lien on any such assets prior to the
acquisition thereof; provided, that such Indebtedness is incurred prior to or
within 90 days after such acquisition or the completion of such construction or
improvements; provided, further, that the aggregate principal amount of such
Indebtedness does not exceed $10,000,000 at any time outstanding;

         (d)      Indebtedness of the Borrower owing to any subsidiary and of
any subsidiary owing to the Borrower or any other subsidiary; provided, that any
such Indebtedness that is owed to a subsidiary that is not a guarantor shall be
subject to the Investment covenant;

         (e)      Guaranties by the Borrower of Indebtedness of any subsidiary
or Minority Investment and by any subsidiary of Indebtedness of the Borrower or
any other subsidiary or Minority Investment; provided, that guaranties by the
Borrower or any guarantor of Indebtedness of any subsidiary or Minority
Investment that is not a guarantor shall be subject to the Investment covenant;

         (f)      Indebtedness in respect of obligations under permitted hedging
agreements; and

         (g)      Indebtedness under Synthetic Leases and other unsecured
Indebtedness in an aggregate principal amount not to exceed $50,000,000 at any
time outstanding.

         PERMITTED INVESTMENTS shall mean:

         (a)      Investments existing on the Closing Date which are disclosed
and acceptable to the Agent;

         (b)      cash and cash equivalents;

         (c)      Guaranties constituting Permitted Indebtedness; provided, that
the aggregate principal amount of Indebtedness of subsidiaries that are not
guarantors shall be subject to the limitations set forth in clause (d) below;

         (d)      Investments made by the Borrower in or to any subsidiary or
any Minority Investment and by any subsidiary to the Borrower or in or to
another subsidiary or Minority Investment; provided, that the aggregate amount
of Investments by the Borrower or any guarantor in or to, and Guarantees by the
Borrower or any guarantor of any subsidiary or Minority Investment that is not a
guarantor (excluding all Investments and Guarantees permitted under clause (a)
above) shall not exceed $25,000,000 at any time outstanding;

         (e)      initial Investments made by the Borrower in Concentrex prior
to Concentrex becoming a guarantor in an amount not to exceed $125,000,000 the
proceeds of which are used to purchase common stock of Concentrex Incorporated
and to satisfy certain Indebtedness of Concentrex;

         (f)      loans or advances to employees, officers or directors of the
Borrower or any subsidiary in the ordinary course of business; and


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Confidential                          19           SunTrust Equitable Securities
<PAGE>   26

John H. Harland Company
--------------------------------------------------------------------------------

         (g)      permitted hedging agreements.

         SOFTWARE BUSINESS shall mean the operations of the Borrower and its
subsidiaries which relate to software and technology applications provided
primarily to financial institutions.

         SWINGLINE RATE shall mean, for any Interest Period, either the Base
Rate or the rate as offered by the Agent and accepted by the Borrower. The
Borrower is under no obligation to accept this offered rate and the Agent is
under no obligation to provide it.

         SYNTHETIC LEASE shall mean any synthetic lease, tax retention operating
lease or similar off-balance sheet financing product where such transaction is
considered borrowed money indebtedness for tax purposes but is classified as an
operating lease under GAAP.

         TANGIBLE ASSETS shall mean assets which are not Intangible Assets.

         TOTAL TANGIBLE ASSETS shall mean all of the Tangible Assets of the
Borrower and its subsidiaries on a consolidated basis.

         TOTAL REVENUE shall mean all of the revenue of the Borrower and its
subsidiaries on a consolidated basis.

         TOTAL DEBT shall mean, at any time, all then currently outstanding
obligations, liabilities and indebtedness of the Borrower and its subsidiaries
on a consolidated basis of the types described in the definition of Indebtedness
(other than as described in subsection (viii) thereof), including, but not
limited to, all obligations under the loan documents.


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Confidential                          20           SunTrust Equitable Securities
<PAGE>   27


John H. Harland Company
--------------------------------------------------------------------------------

                                    EXHIBIT B

                                  PRICING GRID

<TABLE>
<CAPTION>
                                                FIVE-YEAR REVOLVING CREDIT FACILITY
                                -----------------------------------------------------------
(Basis Points Per Annum)                           TOTAL DEBT TO EBITDA
                                -----------------------------------------------------------
                                Level I     Level II    Level III     Level IV      Level V
                                -----------------------------------------------------------
<S>                             <C>         <C>         <C>           <C>           <C>
FACILITY PRICING                < 1.00      > 1.00 &    >  1.50 &     > 2.00 &      > 2.50
                                            -           -             -             -
                                            < 1.50      <  2.00       < 2.50
-------------------------------------------------------------------------------------------
APPLICABLE MARGIN                 75.0        87.5        100.0        112.5         125.0
-------------------------------------------------------------------------------------------
COMMITMENT FEE                    17.5        20.0         22.5         25.0          30.0
-------------------------------------------------------------------------------------------
</TABLE>


--------------------------------------------------------------------------------
Confidential                          21           SunTrust Equitable Securities
</TEXT>
</DOCUMENT>
</SUBMISSION>
