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                                                                    Exhibit 99.1


                           PART II - OTHER INFORMATION



RISK FACTORS AND CAUTIONARY STATEMENTS.

When used in this Annual Report on Form 10-K and in future filings by the
Company with the Securities and Exchange Commission (the "Commission"), in our
press releases, letters and reports to stockholders and in oral statements made
by our representatives, the words or phrases "should result," "are expected to,"
"targeted," "will continue," "will approximate," "is anticipated," "estimate,"
"project" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are necessarily subject to certain risks and
uncertainties, including those discussed below that could cause actual results
to differ materially from our historical experience and its present expectations
or projections. Caution should be taken not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. The factors
listed below could affect our financial performance and could cause our actual
results for future periods to differ from any opinions or statements expressed
with respect thereto. Such differences could be material and adverse. We will
not undertake and specifically decline any obligation to publicly release the
result of any revisions that may be made to any forward-looking statements to
reflect events or circumstances occurring after the date of such statements or
to reflect the occurrence of anticipated or unanticipated events.

ESTIMATES OF FUTURE FINANCIAL RESULTS ARE INHERENTLY UNRELIABLE.

From time to time, our representatives make public predictions or forecasts
regarding the Company's future results, including estimates regarding future
revenues, expense levels, earnings or earnings from operations. Any forecast
regarding our future performance reflects various assumptions. These assumptions
are subject to significant uncertainties, and, as a matter of course, many of
them will prove to be incorrect. Further, the achievement of any forecast
depends on numerous factors (including those described in this discussion), many
of which are beyond our control. As a result, there can be no assurance that our
performance will be consistent with any management forecasts or that the
variation from such forecasts will not be material and adverse. Investors are
cautioned not to base their entire analysis of our business and prospects upon
isolated predictions, but instead are encouraged to utilize the entire available
mix of historical and forward-looking information made available by us, and
other information relating to our company and its products, when evaluating our
prospective results of operations.

For 2002, we are currently targeting revenue growth of 16% over 2001, with
total 2002 revenue expected to approximate $596 million. Approximately $450
million of these revenues are expected to be generated by the flow through and
normal growth of existing 2001 contracts. This means that the $146 million
balance of the incremental 2002 revenues must be achieved through the expansion
of existing customer and product relationships, the initiation of new customer
and products relationships and the purchase of additional ATM assets. If we are
unsuccessful in retaining and expanding our relationships with our existing
customers or if our newer products and service offerings do not achieve the
expected levels of market acceptance or if their sales cycles are longer than
we anticipate, we will not achieve our targeted revenue or earnings goals. Our
revenues and earnings objectives may also not be achieved if additional ATM
assets do not become available upon prices and terms we consider reasonable or
if these acquisitions take longer to conclude than we presently expect.

In addition, our representatives may occasionally comment publicly on the
perceived reasonableness of published reports by independent analysts regarding
our projected future performance. Such comments should not be interpreted as an
endorsement or adoption of any given estimate or range of estimates or the
assumptions and methodologies upon which such estimates are based. Undue
reliance should not be placed on any comments regarding the conformity, or lack
thereof, of any independent estimates with our own present expectations
regarding its future results of operations. The methodologies employed by us in
arriving at our own internal projections and the approaches taken by independent
analysts in making their estimates are likely different in many significant
respects. Although we may presently perceive a given estimate to be reasonable,
changes in our business, market conditions or the general economic climate may
have varying effects on the results obtained through the use of differing
analyses and assumptions. We expressly disclaims any continuing responsibility
to advise analysts or the public markets of its view regarding the current
accuracy of the published estimates of outside analysts. Persons relying on such
estimates should pursue their own independent investigation and analysis of
their accuracy and the reasonableness of the assumptions on which they are
based.

CONSOLIDATION IN THE INDUSTRIES WE SERVE MAY ADVERSELY AFFECT OUR ABILITY TO
SELL OUR PRODUCTS AND SERVICES.

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Mergers, acquisitions and personnel changes at financial institutions and
electronic funds transfer networks may adversely affect our business, financial
condition and results of operations. Currently, the banking and EFT industries
are consolidating, causing the number of financial institutions and ATM networks
to decline. This consolidation could cause us to lose:

         -        current and potential customers;

         -        market share if the combined entity determines that it is more
                  efficient to develop in-house products and services similar to
                  ours or use our competitors' product and services; and

         -        revenue if the combined institution is able to negotiate a
                  greater volume discount for, or discontinue the use of, our
                  products and services.

For example, one of the larger customers of our electronic transaction
processing business, the STAR network, has been purchased by one of our
competitors, Concord EFS. Concord EFS accounted for approximately $56.2 million
of net revenue during the year ended December 31, 2001, or approximately 10.9%
of our total net revenues in that year. The Company does not expect that the
license fees we received from Concord EFS to recur in future periods and the
Company currently estimates that the total net revenues we will recognize from
our relationship with Concord EFS in 2002 will approximate $25 million.
Approximately 40% of this amount is expected to be recognized in the first
quarter of 2002 and substantially all of the remaining balance is expected to
occur ratably in the second and third quarters.

WE ARE UNABLE TO PREDICT THE RESULTS OF THE INQUIRY WE HAVE RECEIVED FROM THE
SEC

On March 8, 2002, we received a letter from a Staff Accountant at the Central
Regional Office of the Securities and Exchange Commission (the "SEC") stating
that the SEC is conducting an inquiry of us and requesting our voluntary
assistance in connection with the provision of certain documents relating to our
2001 financial results and certain transactions between us and ACI, among other
things. The letter from the SEC states that the inquiry is non-public and that
it should not be construed as an indication that the SEC believes any violation
of law has occurred. We intend to cooperate fully with the SEC in resolving this
matter. We may, however, be the subject of additional inquiries or become
subject to a fine or other liabilities.

OUR ACQUISITION OF ACI MAY NOT BE SUCCESSFUL.

In October 2001, we acquired the remaining equity interests in Access Cash
International, L.L.C. ("ACI"), a limited liability company in which we
previously held a 24% interest. ACI was the second largest independent ATM
service provider in the United States, with over 8,500 owned or managed ATMs.
ACI provides turnkey ATM deployment solutions, including ATM sales and
management as well as branding and advertising services. ACI's revenues are
received from the fees paid by consumers utilizing the deployed ATM machines and
interchange fees paid by their banks and from the sale of ATMs.

In recent years, ACI has operated at a loss. Continued improvement in the future
will depend upon our ability to effectively integrate ACI's operations into our
organization, to efficiently manage the deployment of the ATMs and to generate
additional revenues from the installed ATM base and the sale of new machines. No
assurance can be given that we will be successful in these efforts. If we are
not successful in our effort to improve the revenues and profitability of ACI,
our future results of operations will be adversely affected. In addition, the
expansion of the installed base of ATMs may require the application of increased
amounts of cash to keep the machines appropriately supplied with cash for
withdrawal by consumers. In addition, regulations are currently being considered
regarding the application of the Americans with Disabilities Act to ATM
networks. Although any regulations could result in increased opportunities for
ATM sales by us, they could also require us to retire or retrofit portions of
the ATM base we own. It is also possible that existing ATM networks will be
exempted from any future regulations. As a result we are unable at this time to
determine whether, and to what extent, any final regulations will impact our
business.

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WE FACE INTENSE COMPETITION IN ALL AREAS OF OUR BUSINESS, AND IF WE DO NOT
COMPETE EFFECTIVELY, OUR BUSINESS WILL BE HARMED.

We face intense competition from a number of companies. Further, we expect that
competition will intensify as the movement towards increasing consolidation
within the financial services industry continues. Many of our competitors have
significantly greater financial, technical and marketing resources, greater name
recognition and a larger installed customer base than we do.

In the electronic payment management market, our principal competitors include:

    -  third party network and credit card processors, including First Data,
       Equifax, Total System Services, Electronic Data Systems, Concord EFS and
       Alliance Data Systems;

    -  financial institutions that have developed internal processing
       capabilities or services similar to ours, including Bank of America,
       Metavante and Fifth Third National Bank;

    -  electronic data interchange and cash management providers, including
       Fiserv, CheckFree, Metavante, EDS and Fundtech;

    -  electronic bill payment providers, including CheckFree, EDS, MasterCard,
       Spectrum and Visa;

    -  electronic funds transfer software providers, including Transaction
       Systems Architects, SLMsoft, Oasis, Mosaic and PaySys; and

    - national information database companies and other content providers,
      including Equifax, Experian and Trans Union.

In the market for electronic transaction processing and government services, the
principal factors on which we compete are price and service levels. The future
growth of our revenues in this market is dependent upon securing an increasing
volume of transactions. If we cannot control our transaction processing
expenses, we may not remain price competitive and our revenues will be adversely
affected.

Competition for our decision support and risk management products is based
primarily on the quantity and quality of the data available to us for this
purpose and, to a somewhat lesser degree, price. Our competitive position in
these markets could be harmed if our competitors were able to compile different
data sources and analytical capabilities that proved to be more effective than
our products. In addition, competitive pressure on our check verification
business is increasing and may require us to make significant investments to
maintain our customer base and acquire new customers.

Our business process outsourcing and professional services offerings compete
primarily on the basis of the quality of service levels and, to some degree,
price. The future growth of this aspect of our business is dependant on
demonstrating to our current and prospective customers that we are a dependable
and efficient service provider.

In addition to our current competitors, we expect substantial competition from
established and new companies. In particular, we are seeing an expansion in
the number of companies offering India-based business process outsourcing
services. No assurance can be given that the Company will be able to compete
effectively against current and future competitors. Increased competition could
result in price reductions, reduced gross margins or loss of market share.

IF WE FAIL TO DEVELOP AND INTRODUCE NEW AND ENHANCED PRODUCTS AND SERVICES, WE
WILL NOT BE ABLE TO COMPETE EFFECTIVELY AND OUR ABILITY TO GENERATE REVENUES
WILL SUFFER.

Our success will depend in part on our ability to continue to develop and
introduce new and enhanced payment and risk management products and services
that keep pace with competitive introductions, technological changes and
changing customer preferences. If we fail to anticipate or respond adequately to
new developments, we may lose opportunities for business with both current and
potential customers.

For example, we have announced that we intend to develop products and services
that effectively bundle various combinations of our transaction processing, risk
management and professional services offerings



                                       3
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into higher-value integrated product sets. We are continuing to evaluate the
initial market opportunities available to us for these offerings. If we are not
successful in developing and selling these enhanced products and services, our
future growth expectations could be diminished.

IF WE EXPERIENCE SYSTEM FAILURES, THE PRODUCTS AND SERVICES WE PROVIDE TO OUR
CUSTOMERS COULD BE DELAYED OR INTERRUPTED, WHICH WOULD HARM OUR BUSINESS AND
REPUTATION AND RESULT IN THE LOSS OF CUSTOMERS.

Our ability to provide reliable service largely depends on the efficient and
uninterrupted operations of our computer and telecommunications network systems
and our data centers. Any significant interruptions could severely harm our
business and reputation and result in a loss of revenue and customers. Our
systems and operations could be exposed to damage or interruption from fire,
natural disaster, unlawful acts, power loss, telecommunications failure,
unauthorized entry and computer viruses. Although we have taken steps to prevent
system failures, we cannot be certain that our measures will be successful and
that we will not experience service interruptions. Further, our property and
business interruption insurance may not be adequate to compensate us for all
losses or failures that may occur.

LEGISLATION RELATING TO CONSUMER PRIVACY PROTECTION COULD HARM OUR ABILITY TO
COLLECT AND USE DATA, INCREASE OUR OPERATING COSTS OR OTHERWISE HARM OUR
BUSINESS.

Existing and new laws and regulations relating to consumer privacy protection
could harm our ability to collect and use consumer data, increase our operating
costs or otherwise harm our business. We collect personal data about consumers
for use in our decision support and risk management products. Due to the
increasing public concern over consumer privacy rights, Congress and state
legislatures have adopted and are considering adopting laws and regulations
restricting the purchase, sale and sharing of personal information about
consumers. For example, some states have restricted the sale of motor vehicle
records, including driver's license lists, and some states refuse to disclose
this information at all.

The federal financial modernization law, known as the Gramm-Leach-Bliley Act,
imposes significant new consumer information privacy requirements on any entity
engaged in the business of providing financial services, including entities that
provide services to financial institutions. Federal agencies, such as the
Comptroller of the Currency and the Federal Trade Commission, have issued
regulations to implement these requirements. The Act requires covered companies
to develop and implement policies to protect the security and confidentiality of
consumers' nonpublic personal information and to disclose those policies to
consumers before a customer relationship is established and annually thereafter.
In addition, the Act requires covered companies to give an opt-out notice to
consumers before sharing consumer information with third parties. The opt-out
notice requirement in the Act is subject to several exceptions for credit
reporting and fraud prevention purposes. Although we believe these exceptions
apply to our business, government agencies could interpret their regulations in
a manner that could expand the scope of the Act in ways which could adversely
affect our business. In addition, even if the regulations do not affect us
directly, uncertainty over the scope of the regulations could make financial
institutions unwilling or reluctant to share consumer-related information with
us.

The Act does not prohibit state legislation or regulations that are more
restrictive on our collection and use of data. More restrictive legislation or
regulations have been introduced in the past and could be introduced in the
future in Congress and the states. For example, in the past legislation has been
proposed which would require consumers to opt in to any plan, which would allow
their nonpublic personal information to be disclosed. We are unable to predict
whether more restrictive legislation or regulations will be adopted in the
future. Any future legislation or regulations could have a negative impact on
our business.

IF THE SECURITY OF OUR DATABASES IS COMPROMISED, OUR REPUTATION COULD SUFFER AND
CUSTOMERS MAY NOT BE WILLING TO USE OUR PRODUCTS AND SERVICES.

If the security of our databases is compromised, our business could be
materially adversely affected. In our electronic payments business, we collect
personal consumer data, such as names and addresses, social



                                       4
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security numbers, drivers' license numbers, checking and savings account numbers
and payment history records. Unauthorized access to our database could result in
the theft or publication of personal confidential information and the deletion
or modification of personal records or otherwise cause interruptions in our
operations. These concerns about security are increased when we transmit
information over the Internet. A security or privacy breach may:

    -    deter customers from using our products and services;

    -    harm our reputation;

    -    expose us to liability;

    -    increase our operating expenses to remediate problems caused by the
         breach; and

    -    decrease market acceptance of electronic commerce transactions in
         general.

WE ARE DEPENDENT ON DELUXE FOR A SIGNIFICANT PORTION OF OUR REVENUE.

During 2001, net sales to Deluxe represented 9.2% of our total net revenues. On
a year-over-year basis, however, total revenues from Deluxe declined by 19.7% to
$47.6 million during 2001 from $59.3 million in 2000. Although Deluxe has
established minimum spending targets of $43 million per year through March 31,
2005 for software development and maintenance services from us, Deluxe's
spending attributable to this component of our agreement with Deluxe was only
$41.1 million in 2001. Although Deluxe has indicated that it expects to purchase
software development and maintenance services from us in 2002 at approximately
the $43 million targeted level in 2002, further efforts at expense reduction by
Deluxe could cause the revenues we receive from Deluxe to continue to decline.
The loss of Deluxe as a customer or a continuing material reduction in the
amount of services it orders from us would materially adversely affect our
future results of operations and financial condition.

WE MAY EXPERIENCE SOFTWARE DEFECTS, DEVELOPMENT DELAYS AND INSTALLATION
DIFFICULTIES, WHICH WOULD HARM OUR BUSINESS AND REPUTATION AND EXPOSE US TO
POTENTIAL LIABILITY.

Our services and products are based on sophisticated software and computing
systems and we often encounter delays when developing new products and services.
Further, the software underlying our products and services has occasionally
contained and may in the future contain undetected errors or defects when first
introduced or when new versions are released. In addition, we may experience
difficulties in installing or integrating our products and technologies on
platforms used by our customers or in new environments, such as the Internet.
Defects in our software products, errors or delays in the processing of
electronic transactions or other difficulties could result in:

    -    delay in market acceptance;

    -    additional development costs;

    -    diversion of technical and other resources;

    -    loss of customers;

    -    negative publicity; or

    -    exposure to liability claims.

Although we attempt to limit our potential liability for warranty claims through
disclaimers and limitation-of-liability provisions in our license and client
agreements, we cannot be certain that these measures will be successful in
limiting our liability.

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<PAGE>

OUR ATTEMPTS TO EXPAND BY MEANS OF ACQUISITIONS AND STRATEGIC ALLIANCES MAY NOT
BE SUCCESSFUL.

Tax requirements related to our Spin-Off from Deluxe will restrict our ability
to complete significant acquisitions through the issuance of our common stock.
Further, our ability to expand in this manner, including through our acquisition
of ACI and other independent ATM providers, involves many risks, including:

    -  the operations, technology and personnel of any acquired companies may be
       difficult to integrate;

    -  the allocation of resources to consummate these transactions may disrupt
       our business;

    -  acquired businesses may not achieve anticipated revenues, earnings or
       cash flow;

    -  strategic alliances may not be successful or we may not realize
       anticipated benefits in a timely manner, or at all; and

    - our relationships with existing customers and business partners may be
      weakened or terminated as a result of these transactions.


THERE ARE A NUMBER OF RISKS ASSOCIATED WITH OUR INTERNATIONAL SALES AND
OPERATIONS THAT COULD HARM OUR BUSINESS.

Because we currently sell some of our products and services in Europe, Australia
and South and Latin America, our business is subject to risks associated with
doing business internationally. Also, we may not be successful in selling our
services outside of the United States. In 2001, we generated approximately 7.9%
of our net sales outside of the United States. Our future results could be
harmed by a variety of factors, including:

    -  changes in foreign currency exchange rates;

    -  changes in a specific country's or region's political and economic
       conditions, particularly in emerging markets;

    -  potentially unfavorable tax rules;

    -  tariffs, duties and other trade barriers;

    -  reduced protection for intellectual property rights;

    -  challenges in managing widespread operations;

    -  changes in foreign laws and regulatory requirements or in foreign policy;
       and

    -  varying business practices in foreign countries.

CHANGES IN INDIAN TAX LAWS COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.

Our Indian software development and business process management operations
qualify for tax incentives associated with businesses which operate within
designated geographic locations. These incentives generally provide us with
exemptions from Indian tax on certain business income generated from these
operations and phase out through March 2009. We cannot assure you that these tax
benefits will be continued in the future at their current levels or at all. If
these tax benefits were reduced or eliminated, our taxes in future periods would
likely increase.

                                       6
<PAGE>

OUR GOVERNMENT SERVICES BUSINESS HAS HISTORICALLY NOT BEEN PROFITABLE AND
DELUXE'S INDEMNIFICATION MAY NOT BE ADEQUATE.

Our government services business contributed operating losses of approximately
$106,000 during 2000, $6.6 million in 1999 and $47.7 million in 1998. These
amounts include losses we recognized in 2000, 1999 and 1998 that represent
probable future losses from unprofitable long-term service contracts, the
write-off of assets associated with this business and litigation. The losses on
the long-term service contracts result from the revenues from the contracts
being lower than expected and the expenses to service the contracts being higher
than anticipated. The assets associated with the government services business
were written off because this business has a negative overall cash flow and its
assets have no resale value.

Deluxe has agreed to indemnify us for future losses arising from any litigation
based on the conduct of the business prior to our initial public offering and
future losses on identified loss contracts in excess of estimates underlying our
$29.2 million loss contract reserves as of April 30, 2000. This indemnification
obligation does not apply to losses contemplated by the existing reserve and is
subject to a $14.6 million limit. In addition, Deluxe's indemnification does not
apply to any contract that was not in a loss position as of April 30, 2000 and
so if any of these profitable contracts were to become unprofitable, no
indemnification would be available. Our loss contract reserves are based on
estimates of the future performance of identified contracts, and the estimated
results may not be realized. As a result, we may incur losses beyond our current
reserves and Deluxe's indemnification. For example, a reduction in the number of
welfare recipients below our current expectations could increase our projected
future losses. These excess losses would be recognized in future periods and
decrease our earnings for those future periods.

WE FACE TERMINATION AND COMPLIANCE RISKS WITH RESPECT TO OUR GOVERNMENT
CONTRACTS.

All of our government contracts can be terminated at any time, without cause, by
the contracting governmental entity. We realized 9% of our net sales in 2001
pursuant to contracts of this type. If a government contract is so terminated,
the contractor generally is entitled to receive compensation only for the
services provided or costs incurred at the time of termination and a reasonable
profit on the contract work performed prior to the date of termination. In
addition, all of our government contracts require us to comply with various
contract provisions and procurement regulations, and in some cases, accounting
requirements. Violations of some of these provisions could, if not cured, result
in termination of the contract and fines.

There may be a decline in the revenues of the government services segment as
existing contracts expire. Our Medicaid eligibility verification contract with
the state of New York has been extended through October 2002. The approximate
annual revenue from this contract is $11.9 million. New York has the option to
further extend this contract after October 2002. There can be no assurance that
New York will exercise any of its extension options. If it does not, the
revenues we derive from our government services business will be reduced.

WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS.

Despite our efforts to protect our intellectual property rights, third parties
may infringe or misappropriate our intellectual property rights, or otherwise
independently develop substantially equivalent products and services. The loss
of intellectual property protection or the inability to secure or enforce
intellectual property protection could harm our business and ability to compete.
We rely on a combination of trademark and copyright laws, trade secret
protection and confidentiality and license agreements to protect our trademarks,
software and know-how. We have also applied for patent protection on some of the
features of our newer products. We may be required to spend significant
resources to protect our trade secrets and monitor and police our intellectual
property rights.

Third parties may assert infringement claims against us in the future. In
particular, there has been a substantial increase in the issuance of business
process patents, which may have broad commercial


                                       7
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implications. Claims for infringement of all types of patents are becoming an
increasing source of litigation. If we become subject to an infringement claim,
we may be required to modify our products, services and technologies or obtain a
license to permit our continued use of those rights. We may not be able to do
either of these things in a timely manner or upon reasonable terms and
conditions. Failure to do so could seriously harm our business and operating
results. In addition, future litigation relating to infringement claims could
result in substantial costs to us and a diversion of management resources.
Adverse determinations in any litigation or proceeding could also subject us to
significant liabilities and could prevent us from using some of our products,
services or technologies.

OUR HISTORICAL FINANCIAL INFORMATION MAY NOT NECESSARILY REFLECT OUR RESULTS AS
A SEPARATE COMPANY.

We have only a limited operating history as an independent company. Some of the
historical financial information we have included in this Annual Report on Form
10-K has been carved out from Deluxe's consolidated financial statements and may
not necessarily reflect what our results of operations, financial condition and
cash flows would have been had we been a separate, stand-alone entity during the
periods presented.

THERE ARE TAX RISKS ASSOCIATED WITH THE SPIN-OFF.

Deluxe has received confirmation from the Internal Revenue Service that, for
U.S. federal income tax purposes, the Spin-Off was generally tax-free to Deluxe
and to its shareholders. This confirmation was premised on a number of
representations and undertakings made by us and Deluxe to the Internal Revenue
Service, including representations with respect to each company's intention not
to engage in certain transactions in the future. The Spin-Off may be held to be
taxable to Deluxe and to its shareholders who received our shares if the
Internal Revenue Service determines that any of the representations made were
incorrect or untrue in any respect, or if any undertakings made are not complied
with. If, notwithstanding the confirmation of the Internal Revenue Service, the
Spin-Off is held to be taxable, both Deluxe and its shareholders who received
eFunds shares could be subject to a material amount of taxes. We will be liable
to Deluxe for any such taxes incurred by Deluxe to the extent such taxes are
attributable to specific actions or failures to act by us, or to specific
transactions involving us following the Spin-Off. In addition, we will be liable
to Deluxe for a portion of any taxes incurred by Deluxe if the Spin-Off fails to
qualify a tax-free as a result of a retroactive change of law or other reasons
unrelated to the action or inaction of either us or Deluxe.

Deluxe generally has sole authority to respond to and conduct all tax
proceedings and tax audits relating to our operations prior to the Spin-Off and
to file all related returns on our behalf. Our tax sharing agreement with Deluxe
also determines the amount of our liability to, or entitlement to payment from,
Deluxe with regard to taxes and tax refunds for these periods. This arrangement
may result in conflicts between Deluxe and us. Under the tax-sharing agreement,
Deluxe may choose to contest, compromise or settle any adjustment or deficiency
proposed by the relevant taxing authority in a manner that may be beneficial to
Deluxe and detrimental to us.

TAX LIMITATIONS ON ISSUANCE OF OUR SHARES WILL RESTRICT OUR ABILITY TO UNDERTAKE
ACQUISITIONS.

We may be limited in the amount of shares that we can issue because the issuance
of our shares may cause the Spin-Off to be taxable to Deluxe under Section
355(e) of the Internal Revenue Code. As a result of such possible adverse tax
consequences, we may be restricted in our ability to effect certain acquisitions
or to enter into other transactions that would result in a change of control of
us.

PROVISIONS IN OUR CHARTER DOCUMENTS AND DELAWARE LAW AND TAX CONSIDERATIONS
RELATED TO THE SPIN-OFF MAY DELAY OR PREVENT A CHANGE IN CONTROL.

Provisions of our certificate of incorporation and bylaws and Delaware law may
delay or prevent a change


                                       8
<PAGE>
in control of our company that you may consider favorable. These provisions
include the following:

    -  no cumulative voting by stockholders for directors;

    -  a classified board of directors with three-year staggered terms;

    -  the ability of our board to set the size of the board of directors, to
       create new directorships and to fill vacancies;

    -  the ability of our board to issue preferred stock, without stockholder
       approval, with rights and preferences that may be superior to our common
       stock;

    -  the ability of our board to amend the bylaws;

    -  a prohibition of stockholder action by written consent;

    -  advance notice requirements for stockholder proposals and for nominating
       candidates to our board;

    -  restrictions under Delaware law on mergers and other business
       combinations between us and any holder of 15% or more of our outstanding
       common stock; and

    -  a requirement that 66-2/3% of our stockholders and 66-2/3% of our
       directors approve certain corporate transactions, including mergers and
       consolidations, sales of assets or amendments to our certificate of
       incorporation.

In addition we have adopted a stockholder rights plan, which discourages the
unauthorized acquisition of 15% or more of our common stock or an unauthorized
exchange or tender offer. Our tax sharing agreement with Deluxe also provides
that we will indemnify Deluxe for any taxes due if the Spin-Off or some of the
related transactions fail to qualify as tax-free because of our actions or
inactions. An acquisition of us by a third party could have such an effect. As a
result, these tax considerations may delay or prevent a third party from
acquiring us in a transaction you may otherwise have considered favorable or
reduce the amount you receive as part of the transaction.



                                       9