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Separation Agreement
       Payments




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(i)
    
    During the portion of the calendar year 2006 remaining
following the expiration of the Transition Period, Employee shall be
compensated monthly at a rate equal to the Base Salary. Such compensation
shall be paid in accordance with the Companys regular payroll practices,
except that payments shall not be owing hereunder until such time as Employee
shall have executed the Release attached as Exhibit A and the seven day
rescission period (the Rescission Period) referenced in Section 1(c) thereof
shall have expired without Employee having sent a notice of revocation or
rescission to the Company, at which point any accrued amounts which are then
payable hereunder shall be paid to Employee;(ii)
    
    During the calendar year 2007 (the Extension Period),
Employee shall be entitled to a monthly payment equal to the amount, if any,
by which the Base Salary exceeds the gross monthly cash compensation received
by Employee from any subsequent employer.(iii)
    
    In order to be eligible to receive the differential payments
payable during the Extension Period, Employee must provide the Company
with reasonable documentation (such as a payroll statement from Employees
employer or, if applicable, a written statement to the effect that
Employee was not employed) evidencing the cash compensation received by
Employee during the prior month. Differential payments will be made in
arrears within 30 days of the Companys receipt of the foregoing.
Employee agrees to use reasonably diligent efforts to obtain new
employment during the Extension Period. Employee further agrees not to
disclose the existence of the differential payments to any subsequent
employer and to refrain from manipulating the elements of Employees
compensation by any subsequent employer in a manner designed to maximize
the differential payments payable by the Company. Self-employment or work
as a consultant shall be considered employment and any publishing
advances, signing bonuses, retainers, royalties, relocation advances or
like items (net of any associated amounts intended as reimbursement for
Employees out-of-pocket expenses) shall be considered cash compensation
for purposes of the foregoing.
   Conditions
 2




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(i)
    
    Employee must, and hereby does, certify that Employee has
delivered to the Company prior to or concurrently with the execution of this
agreement, all physical and electronic copies of any Company documents and
records in the possession of Employee and that Employee has retained no copies
thereof. This Section 2(a)(i) shall not apply to Employees copies of
contracts and agreements between Employee and the Company which relate
specifically to the terms and conditions of Employees employment by the
Company. The Company confirms that, as of the date hereof, it is not aware of
any facts or circumstances that would indicate that Employee is not in
compliance with the provisions of this Section 2(a)(i).(ii)
    
    Employee must supply the Company and its affiliates with transition
support during the Transition Period to the extent reasonably requested by the
CEO. Any such services may be provided on a remote or telecommuting basis,
shall not be required on weekends or holidays and shall not require more than
an aggregate of ten hours per week during the Transition Period;(iii)
    
    Employee must not disparage the Company or its affiliates or
their management during the period commencing on the date of this agreement
and ending upon the expiration of the Extension Period; provided,
however, that this clause 2(a)(iii) shall not apply to any testimony
or statement given by Employee in connection with any proceeding or matter of
the type referenced in clause 2(a)(v) below in order that Employee may at all
times give truthful and candid accounts of her recollections without
restriction under this Agreement.(iv)
    
    Employee must execute the Release attached as Exhibit A and
deliver the same to the offices of the Company (8501 N. Scottsdale Road, Suite
300, Scottsdale, AZ 85253, attn: General Counsel) during the 21 day
period following the Separation Date and must not rescind the same during the
Rescission Period referenced in Section 1(c) thereof; and(v)
    
    Employee must (upon reasonable notice and mutually convenient
scheduling) cooperate with the Company and its counsel with regard to any
past, present or future legal, regulatory, investigatory (including any
inquiries or investigations by management of the Company or its Board of
Directors (or a committee thereof)) or other proceeding or matter which
relates to or arises out of matters occurring during Employees employment, or
the termination thereof.
  Fringe Benefits
 provided however
 3




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Non-Competition
  (i)
    
    Control or own (directly or indirectly) more than two percent
of the outstanding capital stock of or other equity interest in any
Competitor; or(ii)
    
    Serve as an officer, member, director, contractor, agent,
consultant, advisor or employee of or to any Competitor wherever located.(iii)
    
    As used herein, Competitor shall mean any entity for which
a substantial portion of its business consists of (i) processing debit, ATM,
ACH or EBT transactions or providing software that allows others to process
such transactions, (ii) providing data-based risk management products and
services, (iii) managing networks of ATMs or (iv) providing business process
outsourcing services (such as IT consulting, call centers or accounts
receivable or payable processing). Without limiting the generality of the
foregoing, Competitors shall include Equifax, Experian, TransUnion, First
Data Corporation (including Primary Payment Systems and STAR), M&I/Metavante,
EDS, Certegy, FiServ, VISA, MasterCard, Transaction System Architects and
Total System Services (and any of their respective subsidiaries which engage
in any of the foregoing activities as a substantial portion of their
business).
  Indemnification
  Miscellaneous
  4




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EMPLOYEE/s/ Michele J. LangstaffMichele J. Langstaff eFUNDS CORPORATION/s/ Paul F. WalshPaul F. WalshChairman and Chief Executive Officer 5




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Exhibit A
 RELEASE
      Release
 provided however provided further
 et seq et seq et seq et seq




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Miscellaneous
     2




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eFUNDS CORPORATIONDated:
    
    By:ItsDated:Michele J. Langstaff
 
 
  
 sealNotary Public, State ofMy Commission expires:
 3