**Exhibit 10.2****Thomas S. Liston Independent Contractor Agreement**     Independent Contractor Agreement (the “Agreement”) made and entered into as of April 1, 2005by and between Thomas S. Liston, an independent contractor (“Contractor”), and eFunds Corporation,a Delaware corporation (the “Company”).     WHEREAS, Contractor formerly served as the Company’s Chief Financial Officer pursuant to thatcertain Executive Employment Agreement, dated February 14, 2003 (the “Existing Agreement”), by andbetween the Company and Contractor;     WHEREAS, the Employment Period under the Existing Agreement expired on March 31, 2005 (the“Expiration Date”), at which point Contractor retired from further employment with the Company; and     WHEREAS, the Company wishes to retain Contractor as an Executive Consultant to the Chairmanand CEO to consult with the executives of the Company on strategic issues pertaining toorganizational structures and other administrative matters, external communications and investorrelations following his retirement and Contractor has agreed to perform such duties for the termset forth herein.     NOW, THEREFORE in consideration of the foregoing and the covenants and conditions hereinafterset forth, the Company and Contractor hereby agree as follows:1. Services     During the term of this Agreement, Contractor shall serve as an Executive Consultant to theChairman and CEO and shall provide consulting services to the Company consistent with the dutiesdescribed above, as the same may be more specifically defined from time to time by the ChiefExecutive Officer of the Company (the “CEO”).2. Hours of Service     It is expected that Contractor shall provide services to the Company approximately one day perweek, plus attendance at meetings of the Board of Directors or other events if requested by theCEO. Services shall generally be rendered at the principal executive offices of the Company inScottsdale, Arizona, except that Contractor shall generally participate via teleconference atexecutive meetings held during June, July, August and September.3. Term
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     (a) The initial term of this Agreement shall commence on April 1, 2005 and shall expire onDecember 31, 2005. Following the expiration of this initial term, this Agreement may be extendedfor successive one month renewal terms by agreement of the parties.     Either the Company or Contractor may terminate this Agreement at any time for convenience. Ifthis Agreement is so terminated, the Company shall pay Contractor any fees Contractor may haveearned prior to such termination.4. Payment for Services     The Company shall pay Contractor $2,500 per day for the services to be performed by Contractorpursuant to this Agreement, such amount to be paid within 30 days of the end of each month duringthe term. The daily rate shall be paid in respect of any day in which Contractor performs servicesin person, participates in executive meetings via teleconference during the aforementioned summermonths or is a party to any other teleconference(s) exceeding an aggregate of two hours during anygiven day (with the day rate being pro-rated, based on an eight hour working day, in respect ofsuch other teleconferences). The Company shall also reimburse Contractor for any reasonableout-of-pocket expenses incurred by Contractor in performing services hereunder at a location otherthan the Company’s Scottsdale facility, including travel and entertainment expenses incurred inaccordance with the Company’s executive travel policies. Out of pocket expenses of $25 or morewill be supported by receipts. The Company’s obligation to reimburse Contractor for any proper outof pocket expenses incurred prior to any termination of this Agreement shall survive suchtermination.5. Confidentiality and Ownership     (a) Contractor recognizes and acknowledges that the Company possesses certain confidentialinformation that constitutes a valuable, special and unique asset. As used herein, the term“confidential information” includes all information and materials belonging to, used by, or in thepossession of the Company relating to its products, processes, services, technology, inventions,patents, ideas, contracts, financial information, developments, business strategies, pricing,current and prospective customers, marketing plans and trade secrets of every kind and character,but shall not include (a) information that was already within the public domain at the time theinformation is acquired by Contractor or (b) information that subsequently becomes public throughno wrongful act or omission of Contractor. Contractor agrees that all of the confidentialinformation is and shall continue to be the exclusive property of the Company, whether or notdisclosed to Contractor. Contractor agrees to take all reasonable precautions to safeguard theconfidentiality of such information.     (b) All information, inventions and data, regardless of form, generated by Contractor in theperformance of services under this Agreement is created as a work for hire and will be the soleproperty of the Company. In the event that the copyright or other intellectual property right inany data, inventions or information generated by Contractor in the performance of services underthis Agreement does not automatically vest in the Company by law, Contractor hereby agrees to, andhereby does, assign to the Company all right, title and interest, worldwide, in and to suchcopyright or other intellectual property. Contractor further agrees that he will, at the expenseof the Company for any out of pocket expenses incurred by Contractor in so doing, provide anyreasonable assistance required by the Company in order to enable it to perfect such
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rights. Contractor agrees not to challenge the Company’s ownership of any such rights and notto take any position that is adverse to the Company’s interests therein.     (c) In connection with any patentable inventions conceived or first actually reduced topractice in connection with this Agreement, Contractor will, at the expense of the Company forContractor’s out of pocket expenses in rendering such assistance, furnish the Company with suchinformation and assistance as is reasonably sufficient to enable the Company to file and prosecutepatent applications thereon and will execute all documents incident to such filing and prosecutionor necessary to vest the full right and title therein in the Company.6. Return of Material     Contractor agrees that upon termination of this Agreement, Contractor will return to theCompany all drawings, blueprints, notes, memoranda, specifications, designs, writings, software,devices, documents and any other material containing or disclosing any confidential or proprietaryinformation of the Company. Contractor will not retain any such materials. The Company agrees thatupon any termination of this Agreement, the Company will return to Contractor any materials andinformation in its possession which belong to Contractor and that it will not retain any copies ofsuch materials.7. Warranties     Contractor warrants that:     (a) Contractor’s agreement to perform services pursuant to this Agreement does not violate anyagreement or obligation between Contractor and a third party;     (b) Any work product delivered to the Company by Contractor will not infringe any copyright,patent, trade secret or other proprietary right held by any third party; and     (c) The services provided by Contractor hereunder shall be performed in a professional andworkmanlike manner.8. Relationship of Parties     Contractor is an independent contractor of the Company. Nothing in this Agreement shall beconstrued as creating an employer-employee relationship or as a guarantee or promise, express orimplied, of future employment. Contractor agrees to be responsible for any and all taxes owing toany governmental authority in respect of amounts paid to Contractor hereunder. Contractor shallnot be eligible to participate in any benefit plans offered by the Company to its employees,including without limitation its health, welfare, incentive, PTO and retirement plans.     The Company agrees to indemnify Contractor from and against any claims by third partiesresulting from the performance of services hereunder as and to the same extent indemnification isavailable to its other officers. The provisions of this paragraph shall survive any termination ofthis Agreement.
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9. No Solicitation     Contractor agrees not to induce or attempt to influence, directly or indirectly, any employeeof the Company to terminate his/her employment with the Company following any termination of thisAgreement.10. Miscellaneous     (a) Attorneys’ Fees. Should either party hereto resort to legal proceedings inconnection with this Agreement, the party prevailing in such legal proceedings shall be entitled,in addition to such other relief as may be granted, to recover from the non-prevailing party thereasonable attorneys’ fees and costs incurred by it in pursuing or defending such legalproceedings.     (b) Governing Law; No Assignment. This Agreement shall be governed by and construedin accordance with the laws of the State of Delaware without regard to its conflict of lawprinciples. The services to be performed by Contractor hereunder are personal in nature and he maynot assign this Agreement to any third party or delegate his duties hereunder.     (c) Entire Agreement. This Agreement contains the entire agreement and understandingbetween the parties hereto and supersedes any prior or contemporaneous written or oral agreements,representations and warranties between them respecting the subject matter hereof.     (d) Amendment. This Agreement may be amended only by a writing signed by Contractorand by a duly authorized representative of the Company.     (e) Severability. If any term, provision, covenant or condition of this Agreement,or the application thereof to any person, place or circumstance, shall be held to be invalid,unenforceable or void, the remainder of this Agreement and such term, provision, covenant orcondition as applied to other persons, places and circumstances shall remain in full force andeffect.     (f) Construction. The headings and captions of this Agreement are provided forconvenience only and are intended to have no effect in construing or interpreting this Agreement.The language in all parts of this Agreement shall be in all cases construed according to its fairmeaning and not strictly for or against either party.     (g) Rights Cumulative. The rights and remedies provided by this Agreement arecumulative, and the exercise of any given right or remedy by either party hereto shall not precludeor waive its right to exercise any or all of its other rights and remedies.     (h) Nonwaiver. No failure or neglect of either party hereto in any instance toexercise any right, power or privilege hereunder or under law shall constitute a waiver of anyother right, power or privilege or of the same right, power or privilege in any other instance.All waivers by either party hereto must be contained in a written instrument signed by the party tobe charged with such waiver and, in the case of the Company, by an officer of the Company or otherperson duly authorized by the Company.
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     (i) Notices. Any notice, request, consent or approval required or permitted to begiven under this Agreement or pursuant to law shall be sufficient if given in writing, and if andwhen sent by certified or registered mail, with postage prepaid, to Contractor’s residence (asnoted below), or to the Company’s principal office in Scottsdale, as the case may be.     (j) Existing Option. The parties agree that the termination of the Employment Periodunder the Existing Agreement on the Expiration Date shall constitute the “Approved Retirement” ofContractor under that certain Option Agreement, dated April 1, 2003, and any unexercised portion ofthe option granted thereunder shall remain exercisable through March 31, 2006 at which point saidoption shall expire.     (k) Disputes. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBYIRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION,PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTERINVOLVING THE PARTIES HERETO.     eFunds Corporation Contractor:     By: /s/ Paul F. Walsh By: /s/ Thomas S. Liston  (Signature)