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                                                                   EXHIBIT 10.11

                               PURCHASE AGREEMENT

                                     between

                               EFUNDS CORPORATION

                                       and

                        WHEATON FRANCISCAN SERVICES, INC.

                                January 16, 2003

                          400 West River Woods Parkway
                               Glendale, Wisconsin
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                               PURCHASE AGREEMENT

      THIS PURCHASE AGREEMENT ("Agreement"), made as of January 16, 2003 (the
"Effective Date"), by and between EFUNDS CORPORATION, a Delaware corporation
("Seller"), and WHEATON FRANCISCAN SERVICES, INC., an Illinois non-stock
corporation ("Buyer"),

                              W I T N E S S E T H:

      In consideration of the covenants in this Agreement, Seller and Buyer
agree as follows:

                                    ARTICLE 1

                                Purchase and Sale

      1.1 The Property. Seller agrees to sell to Buyer and Buyer agrees to
purchase from Seller, upon and subject to the terms and conditions in this
Agreement, all of Seller's right, title and interest to the following property
(collectively the "Property"):

      (a) The real property in the City of Glendale, County of Milwaukee, State
of Wisconsin, commonly known as the eFunds Building, 400 West River Woods
Parkway, Glendale, Wisconsin, as legally described in Exhibit A, together with
all buildings, structures and improvements located on such real property, and
all Seller's right, title and interest in and to all machinery, fixtures and
equipment affixed or attached to such real property and all easements and rights
appurtenant to such real property (all such real property, buildings,
structures, improvements, machinery, fixtures, equipment, easements and rights
are collectively the "Real Property");

      (b) All tangible property owned by Seller and located on the Real Property
and in the Forrers Business Interiors, Inc. off-site public storage warehouse
pursuant to that certain Storage/Asset Management Contract dated April 9, 2001
(the "Storage Contract") (excluding any and all personal computers, software,
main frames, servers and tools in the back-up power rooms) (the "Personal
Property") and listed and described on Schedule 1.1(b);

      (c) Assignable service contracts and agreements (collectively, the
"Operating Agreements") listed and described on Schedule 1.1(c), as supplemented
as set forth below, attached hereto and made a part hereof (the "List of
Operating Agreements"), relating to the upkeep, repair and maintenance or
operation of the Real Property or the Personal Property, which do not expire
prior to the Closing Date, including, without limitation, the Storage Contract.
Any New Operating Agreements (as defined in Section 7.1(b)) shall be deemed for
purposes of this Agreement to constitute part of the List of Operating
Agreements, and the List of Operating Agreements shall be deemed to have
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been revised to include and incorporate any such Operating Agreements;

      (d) Assignable warranties and guaranties (collectively, the "Warranties")
issued to, and held in the name of, Seller in connection with the Real Property
or Personal Property as set forth on Schedule 1.1(d) attached hereto;

      (e) All assignable building permits, certificates of occupancy, and other
certificates, permits, licenses and approvals respecting Seller's use and
occupancy of the Property as a general office building (the "Permits"), to the
extent the Permits are in Seller's possession; and

      (f) For purposes of this Section 1.1, any Operating Agreements, Warranties
and Permits which are "assignable" shall mean any Operating Agreements,
Warranties and Permits under which assignment is permitted without the consent
or approval of any person or entity other than Seller and without cost to
Seller.

                                    ARTICLE 2

                                 Purchase Price

      2.1 Amount and Payment. The total Purchase Price for the Property shall be
thirteen million dollars ($13,000,000.00) (the "Purchase Price"). At the Closing
(as defined in Section 3.1) on the Closing Date (as defined in Section 3.1),
Buyer shall pay the total Purchase Price for the Property, adjusted to reflect
credits and prorations as provided in this Agreement, to Seller in immediately
available funds. This is an all-cash sale and the terms hereof are NOT
contingent upon Buyer obtaining financing even though Buyer may apply to a
lending institution of Buyer's choice for a loan. Buyer understands and agrees
that neither its receipt of a commitment from such a lending institution, its
acceptance of such a commitment, nor its satisfaction of any condition set forth
in such a commitment shall in any way be a condition of Buyer's obligations
under this Agreement. Seller makes no representation or warranty as to Buyer's
ability to obtain financing.

      2.2 Deposit. Buyer shall deposit in a strict joint order escrow with Title
Company (as defined in Section 5.6) the sum of two hundred fifty thousand
dollars ($250,000.00) (the "Deposit") within three (3) business days following
the Effective Date. The Deposit shall be held by the Title Company in an
interest-bearing account designated by Buyer. Buyer shall pay all fees
associated with the investment of the Deposit. The Deposit shall be, except in
the case of an uncured default by Seller or if Buyer elects to terminate this
Agreement pursuant to Section 5.4, non-refundable to Buyer.


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                                    ARTICLE 3

                               Completion of Sale

      3.1 Place and Date. The purchase and sale of the Property shall be
completed in accordance with Article 10 hereof (the "Closing"). The Closing
shall be held via mail through the Title Company on March 31, 2003 (the "Closing
Date"). Prior to the Closing Date, Seller and Buyer shall enter into a written
escrow agreement with the Title Company in mutually acceptable form
incorporating the provisions of this Agreement and specifying the manner and
timing of deposits and disbursements related to the consummation of this
transaction. At either party's option, the Closing may be effectuated through a
so-called "New York Style Closing" with the concurrent delivery of the
documents, funds, instruments and other items required pursuant to this
Agreement and as may be reasonably necessary to accomplish the purposes
contemplated by this Agreement, and the delivery of the Purchase Price to Seller
prior to recordation of the Deed (as defined in Section 4.1). If either party so
elects, Seller and Buyer shall incorporate provisions into the aforesaid escrow
agreement to the extent reasonably necessary to effectuate the aforesaid "New
York Style Closing."

                                    ARTICLE 4

                              Title to the Property

      4.1 Real Property. At Closing, Seller shall convey fee simple title to the
Real Property to Buyer, by a duly executed and acknowledged Special Warranty
Deed (the "Deed"), subject only to the Permitted Exceptions (as defined in
Section 5.7).

      4.2 Personal Property. Subject to Seller's rights under Section 9.2,
Seller shall transfer the Personal Property to Buyer, by a duly executed Bill of
Sale (the "Bill of Sale"), free and clear of all liens, encumbrances, security
interests and adverse claims of any kind or nature whatsoever caused by Seller.

      4.3 Contracts. Seller shall quit claim Seller's interest in the Operating
Agreements and Warranties to Buyer, by a duly executed Quit Claim Assignment of
Contracts (the "Assignment of Contracts").

      4.4 Permits. Seller shall quit claim Seller's interest in the Permits to
Buyer, by a duly executed Quit Claim Assignment of Permits (the "Assignment of
Permits").


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                                    ARTICLE 5

                             Review of the Property

      5.1 Delivery of Documents. As of the Effective Date, a data room
designated by Seller at the Real Property shall contain the following documents
(to the extent such documents are in the Seller's possession) (collectively,
"Diligence Materials") to be made available to Buyer during the Property
Approval Period:

      (a) All of the Operating Agreements and Warranties;

      (b) All of the Permits;

      (c) The annual expense statements with respect to the operation of the
Real Property for the years 1999, 2000 and 2001 and for the first three calendar
quarters of 2002, each showing in reasonable detail all expenses of the Real
Property, together with bills for real property taxes and assessments for the
most recent three (3) tax fiscal years, and any statements of capital
expenditures, capital reserves and repairs and maintenance expenses for the most
recent three (3) years;

      (d) All architectural, engineering and communications and other drawings,
plans and specifications for the buildings, structures, improvements, machinery,
fixtures and equipment included in the Real Property insofar as any thereof have
heretofore been prepared by, for or at the request of Seller;

      (e) All reports, studies, investigations, and other materials insofar as
any thereof have heretofore been prepared by, for or at the request of Seller
concerning the design, construction, condition or status of the Real Property or
any system, element or component thereof;

      (f) All reports, studies, investigations and other materials insofar as
any thereof have heretofore been prepared by, for or at the request of Seller
concerning the subsoil condition, environmental condition or status of the Real
Property or any of the buildings, structures or improvements included in the
Real Property, or any past or present Release (as defined in Section 5.8) or
threatened Release of any Hazardous Substances (as defined in Section 5.8) in,
on, under or within the Real Property or any other real property in the vicinity
of the Real Property;

      (g) All environmental impact reports, environmental impact certifications
and zoning, land use or development agreements relating to the Real Property
heretofore prepared by, for or at the request of Seller;

      (h) All of the following documents pertaining to any owner's association
with control or jurisdiction over any portion of the Real Property to the extent
in the possession of Seller: Articles of Incorporation, Bylaws, Minutes of
meetings of either any Board of Directors or of Owners, Members or Shareholders,
Budgets, Operating Statements,


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Assessments, Statement of Capital or Operating Reserves, and any other related
documents; and

      (i) Any Diligence Materials, provided or to be provided by Seller or its
agents or consultants, pursuant to this Section 5.1, to Buyer have been or will
be made available solely as an accommodation to Buyer and may not be relied upon
by Buyer in connection with the purchase of the Property, and Seller makes no
representation or warranty that it has provided to Buyer all of the information,
documents or reports that may have been prepared with respect to the Property.

      (j) Buyer acknowledges and understands that the Diligence Materials shall
not include any reports, studies, investigations, correspondence, information or
other materials and documents which expressly restrict Seller's right to
disseminate such reports, studies, investigations, correspondence, information
or other materials and documents to any person or entity other than Seller;
provided, however, that Seller shall provide Buyer with a list of such reports,
studies, investigations, correspondence, information or other materials and
documents specifying the name of such document, the party who prepared the
document and the reason why such information cannot be provided to Buyer.

      (k) During the Property Approval Period, the data room shall be made
available to Buyer during normal business hours upon providing Seller with two
(2) business days prior written notice, which notice shall specify the date and
time Buyer intends to review the Diligence Materials located in the data room.
Seller shall, unless Seller elects to waive such right, to accompany Buyer
during Buyer's review of the Diligence Materials located in the data room. Buyer
may, at its sole cost and expense, remove any of the Diligence Materials from
the data room for the purpose of making copies of the same; provided that, Buyer
has provided Seller with a written notice of the Diligence Materials to be
removed from the data room and Seller has verified the same. In the event Buyer
removes any Diligence Materials from the data room for the aforesaid purpose,
Buyer must return said Diligence Materials to the data room within five (5) days
of removal.

      (l) Buyer acknowledges that any information obtained by Buyer as a result
of its access to the Property, the Diligence Materials, and performance of its
due diligence activities shall be confidential, and Buyer hereby covenants with
Seller that, except to the extent required by applicable law or order by a court
of competent jurisdiction, neither Buyer nor any of its respective agents,
consultants, contractors or representatives shall disclose or reveal any
information relating to such parties' access to the Property and the performance
of any due diligence thereon to any party or entity other than Seller and
(subject to the proviso at the end of this sentence) Buyer's legal
representatives and other advisors; provided that in the case of disclosures to
Buyer's legal representatives and other advisors, such representatives and
advisors of Buyer themselves shall agree in writing to keep such results
confidential. Buyer shall indemnify, defend (with counsel acceptable to Seller)
and hold the Seller and Seller's affiliates, and their respective officers,
directors, shareholders, employees, agents,


                                       5
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successors and assigns harmless from and against any and all loss, cost, damage,
liability or expense suffered or incurred by Seller and Seller's affiliates, and
their respective officers, directors, shareholders, employees, agents,
successors and assigns as a result of a breach by Buyer or any of its respective
employees, agents, consultants or representatives of any of the terms of the
immediately preceding sentence.

      5.2 Documents Obtained by Buyer.

      (a) During the Property Approval Period (as defined in Section 5.4), Buyer
may obtain, at Buyer's expense, appraisals of the Real Property prepared by an
appraiser selected by Buyer in accordance with standard industry practices, for
Buyer's benefit and which shall be certified to Buyer.

      (b) During the Property Approval Period, Buyer may obtain, at Buyer's
expense, a Phase I Environmental Assessment acceptable to Buyer in its sole and
absolute discretion, covering the Real Property (the "Phase I Report") and, if
recommended in the Phase I Report and consented to in writing by Seller, which
consent shall not be unreasonably withheld or unduly delayed, but may be subject
to any terms and conditions reasonably imposed by Seller in its sole discretion,
including, without limitation, the prompt restoration of the Real Property to
its condition prior to any such tests or inspections for the Phase II Report, at
Buyer's sole cost and expense, and the delivery to Seller of a certificate of
insurance naming Seller and its affiliates as an additional insured in form,
scope and amount satisfactory to Seller with an insurance company approved by
Seller, a Phase II Environmental Assessment acceptable to Buyer in its sole and
absolute discretion (the "Phase II Report" which, together with the Phase I
Report, is collectively referred to herein as the "Environmental Reports").

      (c) During the Property Approval Period, Buyer may obtain, at Buyer's
expense, a structural engineering review (the "Structural Report") of the
Property.

      (d) During the Property Approval Period, Buyer may obtain, at Buyer's
expense, a geotechnical investigation report (the "Geotechnical Report") on
unimproved portions of the Real Property evaluating the subsoil conditions of
the same as to their suitability for future expansion.

      (e) Buyer shall provide to Seller copies of the Environmental Reports,
Structural Report, Geotechnical Report, and all other tests, reports, analysis
and other data obtained by or for Buyer pursuant to Buyer's due diligence review
of the Property. All such copies shall be provided to Seller within twenty (20)
days from the date such Environmental Reports, Structural Reports, Geotechnical
Reports, and all other tests, reports, analysis or other data becomes available
to Buyer, but in no event later than ten (10) business days prior to Closing.

      5.3 Access for Review. During the Property Approval Period, Seller shall
provide Buyer and Buyer's representatives with access to the Real Property and
the


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Personal Property to conduct the inspections and tests for the appraisal, Phase
I Report, Phase II Report (if consented to by Seller pursuant to Section
5.2(b)), Structural Report, Geotechnical Reports and other due diligence
discussed in Section 5.4. During the Property Approval Period, Buyer and Buyer's
representatives may have access to the Diligence Materials located in the data
room in accordance with the terms and provisions of Section 5.1 hereof. Seller
shall permit Buyer and Buyer's representatives to interview Seller's personnel
engaged in operation and maintenance of the Real Property as Buyer, in Buyer's
discretion, considers reasonably necessary or desirable in the circumstances.
Buyer understands and agrees that any on-site inspections of the Real Property
and interviews shall occur at reasonable times agreed upon by Seller and Buyer
after two (2) business days prior written notice to Seller and shall be
conducted so as not to interfere with, or shall take into consideration the use
and operation of the Real Property. Seller shall, unless Seller elects to waive
such right, accompany Buyer or its representatives during any such on-site
inspections and interviews. Any information, documents or reports, provided or
to be provided by Seller or its agents or consultants, pursuant to this Section
5.3, to Buyer have been or will be made available solely as an accommodation to
Buyer and may not be relied upon by Buyer in connection with the purchase of the
Property, and Seller makes no representation or warranty that it has provided to
Buyer all of the information, documents or reports that may have been prepared
with respect to the Property. Buyer will conduct prior to the expiration of the
Property Approval Period, its own investigation of the environmental condition
and physical condition of the Property to the extent Buyer deems such an
investigation to be necessary or appropriate. Buyer shall indemnify and defend
Seller against and hold Seller harmless from all claims, demands, liabilities,
losses, damages, costs and expenses, including reasonable attorneys' fees, costs
and disbursements (collectively, "Claims"), arising from any bodily injury,
property damage or mechanics' lien claim caused by Buyer in connection with
entry on the Real Property by Buyer pursuant to this Section 5.3; provided,
however, Buyer's foregoing obligations shall not include any obligation or duty
with respect to Claims (including Claims that the Real Property has declined in
value) arising out of, resulting from or incurred in connection with (i) the
discovery of any Hazardous Substances, or (ii) the results, findings or analyses
of Buyer's environmental investigation of the Real Property. At Seller's
election, Buyer shall either (i) reimburse Seller upon demand for the cost to
repair any damage to the Property arising out of Buyer's inspections and/or the
actions of any of Buyer's employees, representatives, contractors, and agents,
or (ii) restore or replace the Property to its condition existing immediately
prior to Buyer's inspections and/or the actions of any of Buyer's employees,
representatives, contractors, and agents. Upon the request of Seller, prior to
performing any inspections on the Property, Buyer or its agent shall obtain
insurance certificates from its commercial general liability carriers naming
Seller and its agents as additional insureds, and shall provide copies thereof
to Seller. If requested by Seller, Buyer shall require its third party
inspectors and contractors to obtain commercial general liability insurance
naming Seller, its agents and Buyer as additional insureds. Each insurance
policy so obtained shall be in an amount of not less than $1,000,000 combined
single limit per occurrence for bodily injury (including death) and property
damage. Buyer's obligation under this Section 5.3 shall survive the Closing or
earlier termination of this Agreement.


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<PAGE>
      5.4 Property Approval Period. During the Property Approval Period (as
defined below), Buyer shall have the right to review and investigate the
physical and environmental condition of the Property, the expenses of the
Property, the character, quality, value and general utility of the Property, the
zoning, land use, environmental and building requirements and restrictions
applicable to the Real Property, the construction of improvements on the Real
Property, the state of title to the Real Property, the Diligence Materials, and
any other factors or matters relevant to Buyer's decision to purchase the
Property. As used in this Agreement, the phrase "Property Approval Period" shall
mean the period commencing on the Effective Date and ending at 5:00 p.m. Central
Standard Time on the forty-fifth (45th) day after the Effective Date. Buyer may
determine whether or not the Property is acceptable to Buyer (in Buyer's sole
and absolute discretion) within the Property Approval Period. If, during the
Property Approval Period, Buyer determines that the Property is not acceptable,
then Buyer shall deliver to Seller written notice of Buyer's determination prior
to the expiration of the Property Approval Period and this Agreement shall
terminate and neither party shall have any rights or obligations hereunder
(except those rights and obligations that expressly survive the termination of
this Agreement), and the Deposit (and any interest accrued thereon) shall be
returned to Buyer. If Buyer fails to provide Seller a notice of termination on
or before the expiration of the Property Approval Period (TIME BEING OF THE
ESSENCE WITH RESPECT TO THE GIVING OF SUCH NOTICE), Buyer shall be deemed to
have (i) approved all aspects of the Property; (ii) elected to proceed with the
purchase of the Property pursuant to the terms hereof, and (iii) waived any
rights to terminate this Agreement pursuant to Article 5 hereof.

      5.5 Survey. Buyer acknowledges and confirms that Buyer has received that
certain ALTA/ACSM Land Title Survey dated October 23, 2002, certified by Mark L.
Wertz of Land Information Services, Inc., as Job Number S02-230-RO-AL (the
"Existing Survey"). Seller shall pay the cost of the Existing Survey delivered
to Buyer pursuant to this Section 5.5, including the cost of completing the
Existing Survey to show the minimum, standard items from Table "A" of the "Land
Title Survey Standards" including, without limitation, the location of all
easements set out in the Commitment (defined below), and having the Existing
Survey to be recertified to Buyer, Title Company and Buyer's lenders, if any
("Lender") (the completed and recertified Existing Survey to be referred to
herein as the "Survey"); provided, however, Buyer shall pay for all other costs
and expenses incurred in connection with any additional optional items from
Table "A" of the "Land Title Survey Standards" requested by Buyer or Lender, and
any changes, modifications or revisions to the Survey requested by Buyer or
Lender.

      5.6 Title. Buyer acknowledges and confirms that Buyer has received that
certain title commitment (the "Existing Commitment") prepared by Chicago Title
Insurance Company (the "Title Company") with an effective date of March 11, 2002
and known as Commitment No. 1130970 and covering the Real Property. Seller shall
order an update of the Existing Commitment on the Effective Date and such
updated title commitment (the "Commitment") shall be delivered to Buyer upon
Seller's receipt of such Commitment and shall be accompanied with complete and
legible copies of all exception documents


                                       8
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referred to therein and provided by the Title Company, excepting only security
documents which will be discharged and/or released at or prior to Closing.

      5.7 Survey/Title Approval. Buyer shall, within twenty (20) days following
the receipt of both the Survey and Commitment, but in no event later than ten
(10) days before the expiration of the Property Approval Period, provide written
notice to Seller of any matters shown by the Commitment or Survey which are not
satisfactory to Buyer, which notice (the "Title Notice") must specify the reason
such matters are not satisfactory and the curative steps necessary to remove the
basis for Buyer's disapproval, if any. The parties shall then have fifteen (15)
days following the receipt of the Title Notice to make such arrangements or take
such steps as they shall mutually agree to satisfy Buyer's objections; provided,
however, that Seller shall have no obligation whatsoever to expend or agree to
expend any funds, to undertake or agree to undertake any obligations or
otherwise to cure or agree to cure any title or survey objections, and Seller
shall not be deemed to have any obligation to cure unless Seller expressly
undertakes such an obligation by a written notice to or written agreement with
Buyer given or entered into on or prior to the expiration of the Property
Approval Period which recites that it is in response to a Title Notice. It is
acknowledged and agreed that Seller shall be deemed to be have cured a title or
survey objection if Seller obtains the commitment of the Title Company to insure
or endorse over such title and/or survey objection and pays all costs charged by
the Title Company for such insurance. Buyer's sole right with respect to any
Commitment or Survey matter to which it objects in a Title Notice given in a
timely manner which Seller does not undertake to cure by written notice or
written agreement as aforesaid shall be to elect by providing Seller with
written notice thereof within ten (10) days following the expiration of the
aforesaid fifteen (15) day period to either (i) terminate this Agreement or (ii)
accept a conveyance of the Real Property subject to the Permitted Exceptions,
specifically including any matter objected to by Buyer in the Title Notice which
Seller is unwilling or unable to cure, without any deductions or offsets to the
Purchase Price. For purposes of this Agreement, the term "Permitted Exceptions"
shall mean all title exceptions and survey matters pertaining to the Real
Property which: (i) are not the subject of a Title Notice made by Buyer pursuant
to this Section 5.7, (ii) constitute title and/or survey objections made by
Buyer in the Title Notice which Seller shall have elected not to cure (or cause
the Title Company to endorse over), and which Buyer has elected to accept
pursuant to this Section 5.7, (iii) liens, exceptions or restrictions or other
matters caused or created by Buyer, its respective affiliates, agents, employees
or contractors, (iv) taxes and special assessments not due or payable as of the
Closing Date, or (v) Covenants and Restrictions (as defined in Section 7.1(c)).

      5.8 Environmental Definitions. As used in this Agreement, the following
definitions shall apply: "Environmental Laws" shall mean all federal, state and
local laws, ordinances, rules and regulations now or hereafter in force, as
amended from time to time, and all federal and state court decisions, consent
decrees and orders interpreting or enforcing any of the foregoing, in any way
relating to or regulating human health or safety, or industrial hygiene or
environmental conditions, or protection of the environment, or pollution or
contamination of the air, soil, surface water or groundwater, and includes the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,


                                       9
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42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, 42
U.S.C. Section 6901, et seq., and the Clean Water Act, 33 U.S.C. Section 1251,
et seq. "Hazardous Substances" shall mean any substance or material that is
described as a toxic or hazardous substance, waste or material or a pollutant or
contaminant, or words of similar import, in any of the Environmental Laws, and
includes asbestos, petroleum (including crude oil or any fraction thereof,
natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable
for fuel, or any mixture thereof), petroleum products, polychlorinated
biphenyls, urea formaldehyde, radon gas, radioactive matter, medical waste,
black mold, and chemicals which may cause cancer or reproductive toxicity.
"Release" shall mean any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping or disposing into
the environment, including continuing migration, of Hazardous Substances into or
through soil, surface water or groundwater.

      5.9 Assumption of Operating Agreements. Prior to the expiration of the
Property Approval Period, Buyer shall notify Seller which Operating Agreements
set forth on the List of Operating Agreements and Warranties set forth on
Schedule 1.1(d) Buyer has elected to assume (to the extent assignable as set
forth in Section 1.1(f)). The Operating Agreements and Warranties which Buyer
elects not to assume shall be terminated by Seller no later than the Closing.

      5.10 Personal Property Inspection. During the Property Approval Period,
Buyer shall have access to the Personal Property (which access shall be similar
to the type and kind of access which has been provided to Seller as of the
Effective Date) located in the Forrers Business Interiors, Inc. public storage
warehouse to verify with Seller the Personal Property set forth on Schedule
1.1(b) hereof. Seller shall, unless Seller elects to waive such right, to
accompany Buyer during Buyer's visits to such facility. Buyer shall restore or
replace the Personal Property to its condition existing immediately prior to
Buyer's such visits to the facility. All costs, fees and expenses associated
with Buyer and Seller's verification of Schedule 1.1(b) shall be paid by Buyer.

                                    ARTICLE 6

                         Representations and Warranties

      6.1 Seller. Seller hereby makes the following representations and
warranties to Buyer as of the Effective Date and as of the Closing Date:

      (a) Seller is a corporation duly organized and validly existing under the
laws of the State of Delaware authorized to do business in the State of
Wisconsin. Seller has full power and authority to enter into this Agreement and
to perform this Agreement. The execution, delivery and performance of this
Agreement by Seller have been duly and validly authorized by all necessary
action on the part of Seller and all required consents and approvals have been
duly obtained. This Agreement is a legal, valid and binding obligation of
Seller, enforceable against Seller in accordance with its terms subject to the


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effect of applicable bankruptcy, insolvency, reorganization, arrangement,
moratorium or other similar laws affecting the rights of creditors generally.

      (b) There are no persons leasing, using or occupying the Real Property or
any part thereof except Seller.

      (c) To Seller's knowledge, Seller has received no written notice of any
kind from any insurance broker, agent or underwriter that any noninsurable
condition exists in, on or about the Real Property or any part thereof. To
Seller's knowledge, Seller has not received any written notice, within the past
three (3) years from the Effective Date, of any uncured violation of applicable
building, zoning, land use, environmental, antipollution, health, fire, safety,
access and accommodations for the physically handicapped, subdivision, energy
and resource conservation or similar laws, statutes, rules, regulations and
ordinances and all covenants, conditions and restrictions applicable to the Real
Property.

      (d) To Seller's knowledge, there is no litigation, arbitration or other
legal or administrative suit, action, proceeding or investigation of any kind
pending, or threatened in writing, against or involving Seller relating to the
Real Property or any part thereof. To Seller's knowledge, Seller has not
received written notice of any condemnation or eminent domain action or
proceeding of any kind pending or threatened or being contemplated with respect
to the Real Property or any part thereof. There is no legal or administrative
action or proceeding, initiated or filed by Seller, pending to contest or appeal
the amount of real property taxes or assessments levied against the Real
Property or any part thereof or the assessed value of the Real Property or any
part thereof for real property tax purposes.

      (e) Seller is not a "foreign person" as defined in Section 1445 of the
Internal Revenue Code of 1986, as amended, and the Income Tax Regulations
thereunder.

      (f) References to the "knowledge" of Seller shall refer only to the
current actual knowledge of Mr. Frank Reck and Mr. Scott Knusta, and shall not
be construed, by imputation or otherwise, to refer to the knowledge of Seller,
or any affiliate of Seller, to any property manager (if any), or to any other
officer, agent, manager, representative or employee of Seller, or any affiliate
thereof or to impose upon Mr. Frank Reck and Mr. Scott Knusta any duty to
investigate the matter to which such actual knowledge, or the absence thereof,
pertains. There shall be no personal liability on the part of Mr. Frank Reck and
Mr. Scott Knusta arising out of any representation or warranties made herein.

      6.2 Buyer. Buyer hereby makes the following representations and warranties
to Seller as of the Effective Date and as of the Closing Date:

      (a) Buyer is a non-stock corporation duly incorporated and organized and
validly existing and in good standing under the laws of the State of Illinois
authorized to do business in the State of Wisconsin. Prior to the expiration of
the Property Approval Period, Buyer shall have obtained its Board of Directors'
approval necessary to


                                       11
<PAGE>
consummate the transaction contemplated in this Agreement. Buyer has full
corporate power and authority to enter into this Agreement and to perform this
Agreement. The execution, delivery and performance of this Agreement by Buyer
have been duly and validly authorized by all necessary action on the part of
Buyer and all required consents and approvals have been duly obtained. This
Agreement is a legal, valid and binding obligation of Buyer, enforceable against
Buyer in accordance with its terms, subject to the effect of applicable
bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar
laws affecting the rights of creditors generally.

      (b) Buyer has examined the Property and is purchasing the Property in an
"AS IS" and "WHERE IS" condition with all faults and without representation or
warranty of any kind as of the Closing Date, it being understood and agreed that
Buyer is relying solely on its own inspections, engineering studies and reports,
economic and feasibility studies and examinations of the Property and Buyer's
own determination of the condition of the Property. Buyer further acknowledges
that Buyer has not been influenced to enter into this transaction nor has it
relied upon any warranties or representations of any kind, whether express or
implied, including, without limitation, WARRANTIES AS TO MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE or upon the disclosure or non-disclosure of
any fact or other information concerning the Property. Further, to the extent
Seller or Seller's agents, attorneys, or other representatives may have made any
warranties and representations at all concerning the Property, Buyer hereby
releases and discharges Seller and Seller's agents, attorneys, and other
representatives from any and all claims, demands, causes of action and suits
whatsoever which Buyer now has or at any time hereafter may have by virtue of
any inaccuracy or incompleteness of any such warranty or representation. The
provisions of this Section shall survive the delivery of the Deed to the Buyer;

      (c) On the Closing Date, Buyer will have sufficient funds available to
consummate the closing of the transaction described in this Agreement; and

      (d) Neither the execution or delivery of this Agreement by Buyer, nor the
performance by Buyer of its obligations or the exercise of its rights or
remedies under this Agreement, nor any transaction contemplated under this
Agreement, is or will be "a prohibited transaction" within the meaning of
Section 406 of Employee Retirement Income Security Act of 1974, as amended to
the date hereof and from time to time hereafter, any successor statute and any
applicable regulations or guidance promulgated thereunder or Section 4975 of the
Internal Revenue Code of 1986, as amended to the date hereof and from time to
time hereafter, any successor statute and any regulations or guidance
promulgated thereunder. The terms and provisions of this Section 6.2(d) shall
survive the Closing.

      Buyer acknowledges that except as otherwise provided in the Agreement,
Seller has made no representations or warranties to Buyer regarding: (i) the use
of the Property for Buyer's intended purpose; (ii) the economic viability,
profitability or business potential of the Property, (iii) the environmental
condition or status of the Property, (iv) the status or condition of title to
the Property, or (v) the nature, extent and


                                       12
<PAGE>
applicability of any permits, zoning and building restrictions applicable to the
Property.

                                    ARTICLE 7

                                    Covenants

      7.1 Seller. Seller covenants and agrees with Buyer as follows:

      (a) Between the Effective Date and the Closing Date, Seller shall not,
without the prior approval of Buyer, which approval may be withheld in the
reasonable discretion of Buyer, in any respect (1) execute any lease, sublease
or other occupancy agreement affecting the Real Property or any portion thereof
or (2) move any Personal Property either from the off-site facility to the Real
Property or from the Real Property to the off-site facility or within the Real
Property. Between the Effective Date and the Closing Date, Seller shall use
reasonable efforts to: (i) manage, operate, maintain and repair the Real
Property and the Personal Property in a manner generally consistent with the
manner in which Seller has operated, managed, maintained or repaired the Real
Property and Personal Property prior to the Effective Date, (ii) keep the Real
Property and the Personal Property and every part thereof in good repair and
working order (normal wear and tear excepted), (iii) comply with the Permits and
all covenants, conditions, restrictions, laws, statutes, rules, regulations and
ordinances applicable to the Real Property or the Personal Property; (iv)
promptly give Buyer copies of all notices received by Seller asserting any
breach or default under the Operating Agreements or any violation of the Permits
or any covenants, conditions, restrictions, laws, statutes, rules, regulations
or ordinances applicable to the Real Property or the Personal Property, and (v)
perform when due all of Seller's obligations under the Operating Agreements,
Warranties and the Permits in accordance with the Operating Agreements,
Warranties and the Permits and all applicable laws. Notwithstanding the
foregoing, Seller shall have the right to contest or challenge any breach or
default asserted under the Operating Agreements and Warranties or violation of
Permits or applicable laws, rules and regulations. Between the Effective Date
and the Closing Date, Seller shall maintain the property insurance coverage it
has as of the Effective Date relating to the Real Property.

      (b) A copy of any amendment or renewal of an Operating Agreement or any
new Operating Agreement (collectively, the "New Operating Agreements" and
individually "New Operating Agreement") which Seller wishes to execute between
the day after the Effective Date and the Closing Date will be submitted to Buyer
prior to its execution by Seller. Buyer shall notify the Seller in writing
within three (3) business days ("New Operating Agreement Approval Period") after
its receipt thereof (and any additional information reasonably requested by
Buyer from Seller relating to any of the New Operating Agreements) of either its
approval or disapproval thereof, which approval shall not be unreasonably
withheld, conditioned or delayed. In the event Buyer notifies Seller in writing
within the New Operating Agreement Approval Period that Buyer does not approve
any New Operating Agreement, then Seller shall not enter into such New Operating
Agreement unless such New Operating Agreement is required


                                       13
<PAGE>
under applicable law for the operation, use and maintenance of the Property. In
the event Buyer fails to notify Seller in writing of its approval or disapproval
within the New Operating Agreement Approval Period, Buyer shall be deemed to
have approved any such New Operating Agreement. Notwithstanding the foregoing,
nothing contained in this Section 7.1(b) or this Agreement shall prohibit Seller
from entering into an Operating Agreement which either expires on or before the
Closing or is terminable upon no more than ten (10) days written notice from
Seller to the other party to such Operating Agreement without cost or penalty to
Buyer;

      (c) As promptly as practical after the Effective Date, Seller shall notify
the Estabrook Corporate Park Owners' Association, Inc. (the "Association") that
it has entered into this Agreement and Seller shall deliver a copy of this
Agreement (or other reasonable evidence of the terms and provisions hereof) to
the Association, all pursuant to those provisions contained in the Declaration
of Covenants and Restrictions dated June 28, 1990 and recorded as Document No.
6394889, as amended (the "Covenants and Restrictions") granting a right of first
refusal to the Association to purchase the Real Property. Seller shall promptly
following the expiration of the twenty (20) day period during which the
Association has to exercise its right of first refusal notify Buyer in writing
if the Association has elected to purchase the Real Property pursuant to its
right of first refusal. If the Association has elected to purchase the Real
Property, then this Agreement shall terminate and neither party shall have any
rights or obligations hereunder (except those rights and obligations that
expressly survive the termination of this Agreement), and the Deposit (including
any interest accrued thereon) shall be returned to Buyer. It is intended that
the right of first refusal process shall be completed within forty-five (45)
days following the Effective Date; however, Seller is not responsible for any
delays caused by the Association.

      (d) The representations and warranties of Seller set forth in Section 6.1
hereof shall survive for a period of one (1) year after the Closing hereof. No
claim for a breach of any representation, warranty or other statement of Seller
shall be actionable or payable if the breach in question results from or is
based on a condition, state of facts or other matter which was known to Buyer
prior to the Closing Date. Buyer shall be deemed to have knowledge of the terms
and provisions of this Agreement, any studies, tests, documents, reports or
analyses prepared by or for Buyer, the Diligence Materials, the Existing Survey,
the Survey, the Existing Title Commitment, the Commitment and all underlying
title documents in connection thereto, the Permitted Exceptions, the Operating
Agreements as set forth on the List Operating Agreement, the Warranties, and the
Permits. Except as otherwise expressly provided herein, Seller shall have no
liability to Buyer resulting from, connected with or arising out of
(collectively, the "Seller's Liabilities"): (i) any breach or violation by
Seller of any representation, warranty, indemnity, covenant, agreement or
promise of Seller set forth in this Agreement, (ii) Seller's default hereunder
or failure to comply with any duty, responsibility or obligation of Seller set
forth in this Agreement, and/or (iii) any indemnification obligations of Seller
set forth in this Agreement unless (a) the Closing hereunder shall have occurred
(or shall have failed to occur because of such breach, violation, default or
failure to comply by Seller), and (b) written notice containing a


                                       14
<PAGE>
description of the specific nature of such Seller's Liabilities shall have been
given by Buyer to Seller prior to the expiration of said one (1) year period and
an action shall have been commenced by Buyer against Seller within fifteen (15)
months after the Closing Date. Seller shall not be liable to Buyer if Buyer's
claim is satisfied from any insurance policies or Operating Agreements.
Notwithstanding anything to the contrary contained herein, in no event shall the
liability of Seller for the Seller's Liabilities exceed, in the aggregate, Two
Hundred Fifty Thousand and No/100ths Dollars ($250,000.00) (the "Cap") or
include any consequential, incidental or punitive damages including, without
limitation, any claim for damages as a result of lost profit.

      (e) Between the Effective Date and the Closing Date, Seller shall not in
any manner sell, convey, assign, transfer, encumber or otherwise dispose of its
interest in the Real Property and the Personal Property.

      (f) Seller shall cause to be removed or deleted from title to the Real
Property on or before the Closing Date any mortgage or lien associated with
financing caused by Seller other than a Permitted Exception which may be removed
or deleted by the payment of money; provided, however, Seller's failure to so
remove or delete any such exception shall entitle Buyer to cause any such
exception to be removed or deleted and all costs incurred and amounts paid by
Buyer in connection therewith shall be credited to the payment of the Purchase
Price in accordance with Section 2.1.

      7.2 Buyer. Buyer covenants and agrees with Seller as follows:

      (a) Buyer acknowledges that the Property is subject to, and that Buyer is
taking subject to, the Covenants and Restrictions, which in part and substance
provide that prior to June 1, 2010 the Property may not be sold, transferred or
conveyed to any party which would render the Property exempt from property
taxation without the written consent of the Community Development Authority of
the City of Glendale. Buyer covenants and agrees that it shall not make
application for or otherwise claim any exemption from property taxation prior to
June 1, 2010. In the event Buyer or Buyer's agents, representatives, employees,
directors, officers, successors and/or assigns claims any exemption from
property taxation prior to June 1, 2010, Buyer agrees to protect, indemnify,
defend (with counsel acceptable to Seller) and hold Seller and Seller's
affiliates, and their respective officers, directors, shareholders, employees,
agents, successors and assigns harmless from and against any claim for
liabilities, losses, costs, expenses (including reasonable attorneys' fees and
costs), damages or injuries suffered or incurred and arising out of, resulting
from, relating to or connected with such claim of exemption from property
taxation prior to June 1, 2010. The terms and provisions of this indemnity shall
survive Closing.

      (b) The representations and warranties of Buyer set forth in Section 6.2
hereof shall survive the Closing for a period of one (1) year; provided,
however, that the representations and warranties of Buyer set forth in
Subsections 6.2(a) and 6.2(d) above shall survive the Closing indefinitely.
Buyer shall have no liability with respect to any of the representations or
warranties made by Buyer in this Agreement if, prior to the


                                       15
<PAGE>
Closing, Seller has knowledge (as defined herein) of information (from whatever
source, including Buyer and Buyer's agent and employees) that contradicts any of
such representations and warranties, or renders any of such representations and
warranties untrue or incorrect, and Seller nevertheless consummates the
transaction contemplated by this Agreement. In addition, Buyer shall have no
liability to Seller for a breach of any representation or warranty unless
written notice containing a description of the specific nature of such breach
shall have been given by Seller to Buyer prior to the expiration of said one (1)
year period; provided, however, that the foregoing limitations shall not apply
to the representations and warranties of Buyer set forth in Subsections 6.2(a)
and 6.2(d) above.

      7.3 Casualty Damage. If, before the Closing Date, the improvements on the
Real Property are damaged by any casualty and the cost to restore such
improvements, is certified by a third-party adjuster mutually acceptable to
Buyer and Seller to be more than five hundred thousand dollars ($500,000.00),
Buyer shall have the right, by giving written notice to Seller within fifteen
(15) days after Seller gives notice of the occurrence of such casualty to Buyer,
to terminate this Agreement, in which event this Agreement shall terminate and
neither party shall have any rights or obligations hereunder (except the rights
and obligations that expressly survive the termination of this Agreement), and
the Deposit (including any interest accrued thereon) shall be returned to Buyer.
If, before the Closing Date, the improvements on the Real Property are damaged
by any casualty and the cost to restore such improvements is certified by a
third-party adjuster mutually acceptable to Buyer and Seller to be five hundred
thousand dollars ($500,000.00) or less, or if Buyer has the right to terminate
this Agreement pursuant to the preceding sentence but Buyer does not exercise
such right, then this Agreement shall remain in full force and effect and, on
the Closing Date, Seller shall assign to Buyer, on delivery of the Deed, all
amounts recovered or recoverable on account of any applicable insurance. Seller
shall give notice to Buyer promptly after the occurrence of any damage to the
improvements on the Real Property by any casualty. Buyer shall have a period of
fifteen (15) days (or such shorter period as Buyer may elect by giving written
notice to Seller) after Seller has given the notice to Buyer required by this
Section 7.3 to evaluate the extent of the damage and make the determination as
to whether to terminate this Agreement. If necessary, the Closing Date shall be
postponed until Seller has given the notice to Buyer required by this Section
7.3 and the period of fifteen (15) days described in this Section 7.3 has
expired.

      7.4 Eminent Domain. If, before the Closing Date, proceedings are commenced
for the taking by exercise of the power of eminent domain of all or any material
part of the Property which, as reasonably determined by Buyer, would render the
Property unacceptable to Buyer or unsuitable for Buyer's intended use, Buyer
shall have the right, by giving written notice to Seller within fifteen (15)
days after Seller gives notice of the commencement of such proceedings to Buyer,
to terminate this Agreement, in which event this Agreement shall terminate and
neither party shall have any rights or obligations hereunder (except the rights
and obligations that expressly survive the termination of this Agreement), and
the Deposit (including any interest accrued thereon) shall be returned to Buyer.
If Buyer has the right to terminate this Agreement pursuant to the preceding
sentence but Buyer does not exercise such right, then this Agreement shall
remain in full


                                       16
<PAGE>
force and effect and, on the Closing Date, the condemnation award (or, if not
theretofore received, the right to receive such award) payable on account of the
taking shall be transferred to Buyer. Seller shall give notice to Buyer promptly
after Seller's receiving notice of the commencement of any proceedings for the
taking by exercise of the power of eminent domain of all or any part of the
Property. Buyer shall have a period of fifteen (15) days (or such shorter period
as Buyer may elect by giving written notice to Seller) after Seller has given
the notice to Buyer required by this Section 7.4 to evaluate the extent of the
taking and make the determination as to whether to terminate this Agreement. If
necessary, the Closing Date shall be postponed until Seller has given the notice
to Buyer required by this Section 7.4 and the period of fifteen (15) days
described in this Section 7.4 has expired.

                                    ARTICLE 8

                              Conditions Precedent

      8.1 Seller. The obligations of Seller under this Agreement are subject to
satisfaction of all of the conditions set forth in this Section 8.1. Seller may
waive any or all of such conditions in whole or in part but any such waiver
shall be effective only if made in writing. After the Closing, any such
condition that has not been satisfied shall be treated as having been waived in
writing. No such waiver shall constitute a waiver by Seller of any of its rights
or remedies if Buyer defaults in the performance of any material covenant or
agreement to be performed by Buyer under this Agreement or if Buyer breaches any
representation or warranty made by Buyer in Section 6.2. If any condition set
forth in this Section 8.1 is not fully satisfied or waived in writing by Seller
at Closing, this Agreement shall, at Seller's option, terminate, but without
releasing Buyer from liability if Buyer defaults in the performance of any such
covenant or agreement to be performed by Buyer or if Buyer breaches any such
representation or warranty made by Buyer before such termination.

      (a) The Association's waiver of or failure to exercise its right of first
refusal to purchase the Property as created under the Covenants and
Restrictions.

      (b) On the Closing Date, Buyer shall not be in default in the performance
of any material covenant or agreement to be performed by Buyer under this
Agreement.

      (c) On the Closing Date, all representations and warranties made by Buyer
in Section 6.2 shall be materially true and correct as if made on and as of the
Closing Date.

      (d) On the Closing Date, no judicial or administrative suit, action,
investigation, inquiry, temporary restraining order, preliminary injunction,
permanent injunction or other proceeding by any person shall have been
instituted against Seller or Buyer which challenges the validity or legality of
any of the transactions contemplated by this Agreement.


                                       17
<PAGE>
      8.2 Buyer. The obligations of Buyer under this Agreement are subject to
satisfaction of all of the conditions set forth in this Section 8.2. Buyer may
waive any or all of such conditions in whole or in part but any such waiver
shall be effective only if made in writing. After the Closing, any such
condition that has not been satisfied shall be treated as having been waived in
writing. No such waiver shall constitute a waiver by Buyer of any of its rights
or remedies if Seller defaults in the performance of any covenant or agreement
to be performed by Seller or if Seller breaches any representation or warranty
made by Seller in Section 6.1. If any condition set forth in this Section 8.2 is
not fully satisfied or waived in writing by Buyer by the Closing Date, this
Agreement shall, at Buyer's option, terminate, but without releasing Seller from
liability if Seller defaults in the performance of any such covenant or
agreement to be performed by Seller or if Seller breaches any such
representation or warranty made by Seller before such termination.

      (a) On the Closing Date, Seller shall not be in default in the performance
of any material covenant or agreement to be performed by Seller under this
Agreement.

      (b) On the Closing Date, all representations and warranties made by Seller
in Section 6.1 shall be materially true and correct as if made on and as of the
Closing Date.

      (c) On the Closing Date, no judicial or administrative suit, action,
investigation, inquiry, temporary restraining order, preliminary injunction,
permanent injunction or other proceeding by any person shall have been
instituted against Buyer or Seller that challenges the validity or legality of
any of the transactions contemplated by this Agreement or which, if adversely
determined, would materially adversely affect the value of the Property.

      (d) On the Closing Date, the Title Company shall be unconditionally and
irrevocably committed to issue to Buyer an American Land Title Association
Owner's Policy (10/17/92) of title insurance, with liability not less than the
Purchase Price, insuring Buyer that fee simple title to the Real Property is
vested in Buyer subject only to the Permitted Exceptions. Buyer acknowledges and
understands that in no event shall Seller be responsible for obtaining any
endorsements to the aforesaid Owner's Title Policy.

                                    ARTICLE 9

                                    Occupancy

      9.1 Buyer Pre-Closing Occupancy. After the expiration of the Property
Approval Period, Buyer shall have the right to have access to the Real Property
for the purpose of space planning, designing, installing cabling and wiring, and
preparing for reworking and remodeling the building for Buyer's use and
occupancy following the Closing Date (subject to the terms and provisions of
Section 9.2 hereof). Buyer understands and agrees that such access shall occur
at reasonable times during business hours agreed upon by Buyer and Seller and
shall be conducted as not to unreasonably interfere with, or shall take into
consideration, the use and operation of


                                       18
<PAGE>
the Real Property. Seller shall, unless Seller elects to waive such right, to
accompany Buyer during such on-site visits for the aforesaid purposes. Upon the
request of Seller, prior to performing any work related to Buyer's on-site
visits for the purposes space planning, designing, installing cabling and
wiring, and preparing for reworking and remodeling the building for Buyer's use
and occupancy on the Real Property, Buyer or its agent shall obtain insurance
certificates from its commercial general liability carriers naming Seller and
its agents as additional insureds, and shall provide copies thereof to Seller.
If requested by Seller, Buyer shall require its third party contractors,
architects, engineers and consultants to obtain commercial general liability
insurance naming Seller, its agents and Buyer as additional insureds. Each
insurance policy so obtained shall be in an amount of not less than $1,000,000
combined single limit per occurrence for bodily injury (including death) and
property damage. In the event this Agreement is terminated for any reason
whatsoever, Buyer shall restore or replace the Property to its condition
existing immediately prior to Buyer's on-site visits for the purposes of space
planning, designing, installing cabling and wiring, and preparing for reworking
and remodeling the building for Buyer's use and occupancy. Buyer's obligation
under this Section shall survive the Closing or earlier termination of this
Agreement.

      9.2 Seller Post-Closing Occupancy. Seller shall have the right following
the Closing Date to continue to occupy those portions of the first floor and
second floor of the building as identified and described in attached Exhibit B
and the entire third floor of the building. Seller has the right to terminate
portions of such occupancy or the entirety thereof as of the end of any calendar
month by giving thirty (30) days prior written notice to Buyer. Notwithstanding
the foregoing, Seller's occupancy of the second floor of the building shall not
extend beyond June 30, 2003 (time is of the essence); Seller's occupancy of the
first floor shall not extend beyond December 31, 2003 (time is of the essence)
and Seller's occupancy of the third floor of the building shall not extend
beyond March 31, 2004 (time is of the essence), and on or prior to such dates
Seller shall have completely vacated from those floors of the building as
aforesaid. Seller shall pay to Buyer monthly in arrears $13.25 for each square
foot per annum occupied by or segregated for the benefit of Seller during any
portion of the month and $6.65 for each square foot per annum of shared space
during any portion of the month. Initially (on Closing Date) the space to be
occupied by Seller and the shared space are shown on attached Exhibit B. Such
monthly square footage charge is intended to be all inclusive and Seller shall
not be separately charged for its proportionate share of real estate taxes,
insurance premium, operating expense, HVAC, utilities or other costs. Seller
shall peaceably and quietly have, hold and enjoy such space during such term.
During the term of Seller's post-closing occupancy, Seller shall be entitled to
all services, maintenance and utilities Seller enjoys prior to the Closing and
to the levels and capacity sufficient for Seller's use and operation. Seller
shall at all times maintain in effect commercial general liability insurance
protecting and insuring Seller and naming Buyer as an additional insured for
claims arising out of the use or occupancy of the Property by Seller and having
a combined single limit liability of not less than two million dollars
($2,000,000.00) for bodily injury, death and property damage. Seller shall also
maintain standard "All-Risk" property insurance, on a replacement cost basis, in
an amount adequate to cover the full insurable replacement value of all of
Seller's personal property


                                       19
<PAGE>
and such insurance shall provide that the insurer waives all rights of recovery
by way of subrogation or otherwise against Buyer. Seller shall provide Buyer
with evidence of such insurance coverages reasonably acceptable to Buyer prior
to the Closing Date. Seller and Buyer prior to Closing Date shall work together
to the end that there shall be appropriate space segregation and security
respecting those portions of the building occupied by the respective parties.
Seller shall have a license to use all of the Personal Property at no extra cost
to Seller which is located in the Seller's space as of the Effective Date during
Seller's post-closing occupancy term. In the event of any fire or other casualty
during Seller's post-closing occupancy term, Seller shall have the right to
terminate said occupancy by providing Buyer with ten (10) business days prior
written notice from the date of said fire or casualty. Buyer must provide Seller
with reasonable prior notice of any shut down of the fire safety systems.

      Seller shall have uninterrupted access to the shared space and building
systems during Seller's post-closing occupancy. Seller shall have exclusive
control of the building automation system (Steafa Product Version MS1800-2.1) to
the extent necessary to maintain the cooling setpoints and alarm points and to
have said sytem page Seller's facilities personnel for the computer room located
on the second floor of the building. Buyer shall control the building security
system, but provision shall be made for Seller's full and complete access to the
shared space and space occupied by Seller in the building. Buyer shall maintain
the Property in good order, condition and repair, including, without limitation,
the foundation, roof structure and other structural parts, all heating,
ventilation and air conditioning equipment, electrical and plumbing
installations which serve the Property. Seller shall have the right to abate the
rental due hereunder due to failure or interruption of services provided by
Buyer to Seller for a period of forty-eight (48) hours or more. Buyer
understands and agrees that any designing, installation, remodeling, demising or
reworking of the Property done during Seller's post-closing occupancy shall be
conducted as not to unreasonably interfere with, or shall take into
consideration, the use and operation of the Property by Seller. In the event
Buyer or its agents, consultants, engineers, architects, employees or
representatives damages any Personal Property or portions of the Real Property
used and enjoyed by Seller, Buyer shall restore or replace the Property to its
condition existing immediately prior to the damage caused by Buyer or its
agents, consultants, engineers, architects, employees or representatives. Rent
shall be abated for failure or interruption of Landlord services if such
interruption or failure is caused by Landlord's sole negligence or willful
misconduct.

      Seller acknowledges that Buyer is purchasing the Property to consolidate
and relocate its Information Technology Department and Material Management
Department, which are presently situated in other locations. Further, Seller
acknowledges that time constraints for such relocation are critical and that
Buyer's occupancy of the entire second floor of the building on June 30, 2003 is
a material consideration for Buyer entering into this Agreement. The extent of
damages and monetary loss to Buyer by reason of Seller's failure to fully vacate
from the second floor of the building on or prior to June 30, 2003 will be
difficult to ascertain and, accordingly, at Closing fifty thousand dollars
($50,000.00) shall be deposited in escrow with the Title Company with
instructions that if Seller has


                                       20
<PAGE>
vacated from the second floor of the building on or prior to June 30, 2003, then
such sums are to be paid over to Seller. The instructions to the Title Company
shall also state that if Seller has not completely vacated from the second floor
of the building on or prior to June 30, 2003, then the amount on deposit with
the Title Company shall be paid over to Buyer. The parties at Closing shall
enter into an Escrow Agreement with the Title Company in form and substance
reasonably acceptable to the parties and the Title Company. In addition to the
fifty thousand dollar ($50,000.00) payment as aforesaid, Seller shall pay to
Buyer ten thousand dollars ($10,000.00) a day for each day Seller remains in
possession of any part of the second floor of the building beyond June 30, 2003;
provided, that, Seller shall not be obligated to pay Buyer any such amounts if
Seller's failure to vacate the entire second floor of the building directly
relates to any acts or omissions caused by Buyer or its affiliates, employees,
agents or representatives. Such occupancy payment shall be made by Seller to
Buyer within five (5) days after demand. The foregoing provisions shall
constitute liquidated damages by reason of Seller's failure to remove and vacate
from the second floor of the building on or prior to June 30, 2003 and shall not
constitute a penalty. The provisions contained herein are in addition to and
shall not be limited by the provisions contained in Section 7.1(d), above.

      The terms and provisions of Article 9 hereof shall survive the Closing.

                                   ARTICLE 10

                                     Closing

      10.1 Procedure. Seller and Buyer shall cause the following to occur at the
Closing on the Closing Date:

      (a) Seller shall date as of the Closing Date, execute and acknowledge, and
deliver the Deed to Buyer.

      (b) Seller shall date as of the Closing Date, execute and deliver to Buyer
(i) the Bill of Sale, (ii) the Assignment of Contracts, (iii) the Assignment of
Permits, (iv) a Certificate of Non-Foreign Status in accordance with Section
1445 of the Internal Revenue Code of 1986, as amended, and the Income Tax
Regulations thereunder, and (v) a Wisconsin Real Estate Transfer Return.

      (c) Buyer shall date as of the Closing Date, execute and deliver to Seller
(i) a duplicate Assignment of Contracts, (ii) a duplicate Bill of Sale, (iii) a
duplicate Assignment of Permits, and (iv) a duplicate Wisconsin Real Estate
Transfer Return.

      (d) Buyer shall pay to Seller the net Purchase Price (less fifty thousand
dollars ($50,000.00) to be deposited in escrow as provided in Section 9.2,
above) for the Property in accordance with Section 2.1.


                                       21
<PAGE>
      (e) The Title Company shall issue to Buyer the title insurance policy
described in Section 8.2(d).

      (f) The Title Company shall file the information return for the sale of
the Property required by Section 6045 of the Internal Revenue Code of 1986, as
amended, and the Income Tax Regulations thereunder.

      (g) Seller and Buyer shall date as of the Closing Date, execute and
deliver all other documents and information which is customary and necessary to
close this transaction in accordance with the terms and conditions of this
Agreement.

      10.2 Possession. Seller shall transfer possession of the Real Property and
the Personal Property to Buyer on the Closing Date subject to Seller's occupancy
as provided in Section 9.2, above and subject to any covenants or restrictions
contained herein or contained in the Deed. The acceptance by Buyer of the
delivery of the Deed at the Closing shall constitute full performance and
discharge of every agreement and obligation (either express or implied) on the
part of Seller to be performed pursuant to this Agreement and no representation,
warranty or agreement, express or implied, of Seller shall survive the Closing
except those which are herein specifically stated to survive the Closing. If not
previously delivered to Buyer, Seller shall deliver originals of the documents
described in Section 5.1 (which are in Seller's possession), all files,
correspondence, maintenance records and operating manuals relating to the Real
Property, and all keys (properly tagged or identified) to the Real Property to
Buyer on the Closing Date. Notwithstanding the foregoing, delivery of such
materials need not be formally made by Seller to Buyer at Closing, but rather
shall be deemed to have been made if such materials (to the extent Seller has
them in his possession) are kept at a location at the Real Property to which
Buyer has access to upon occurrence of the Closing. The originals of such
documents and such keys shall become the property of Buyer on the Closing Date.
On the Closing Date or promptly thereafter Seller and Buyer shall send notices,
in form and substance reasonably satisfactory to Buyer, to all vendors and
contractors under the Operating Agreements and Warranties informing them that
Seller sold the Property to Buyer on the Closing Date.

      10.3 Closing Costs and Credits. Seller shall pay the following costs in
connection with the Closing, including: the premium for the ALTA Owner's Title
Insurance Policy described in Section 8.2(d) (excluding any costs charged for
endorsements requested by Buyer and extended coverage); one-half of the escrow
and closing fee charged by the Title Company; the cost related to the Existing
Survey as set forth in Section 5.5 hereof; the Wisconsin Real Estate Transfer
Fee; and the broker fees and commissions due and payable to CB Richard Ellis
("CB") in accordance with a separate agreement entered into by CB and Seller.
Buyer shall pay one-half of the escrow and closing fee charged by the Title
Company; the costs of extended coverage over the general title exceptions for
the Owner's Title Policy and any title endorsement included therein; the cost of
Lender's title insurance premium, including any cost for extended coverage over
general title exceptions and any title endorsements included therein; the


                                       22
<PAGE>
cost of recording the Deed and any other documents related to Buyer's financing;
and the costs relating to the Survey as set forth in Section 5.5 hereof.

      10.4 Prorations. Seller shall pay all taxes, assessments, utilities,
maintenance charges, invoices for goods furnished or services supplied, and all
other expenses relating to the Property, which are billed and become payable
prior to the Closing Date, whether allocable to the period before or after the
Closing Date and the same shall be prorated as of the Closing Date.

                                   ARTICLE 11

                                     General

      11.1 Notices. All notices and other communications under this Agreement
shall be properly given only if made in writing and either (i) mailed by
certified mail, return receipt requested, postage prepaid, (ii) reputable
overnight delivery service, (iii) legible facsimile transmission, or (iv)
delivered by hand (including messenger or recognized delivery, courier or air
express service) to the party at the address set forth in this Section 11.1 or
such other address as such party may designate by notice to the other party.
Such notices and other communications shall be effective on the date of receipt
(evidenced by the certified mail receipt or acceptance of delivery) if mailed,
on the date of hand delivery if hand delivered or as of the date of the
facsimile transmission if transmitted via facsimile. If any such notice or
communication is not received or cannot be delivered due to a change in the
address or facsimile number of the receiving party of which notice was not
previously given to the sending party or due to a refusal to accept by the
receiving party, such notice or other communication shall be effective on the
date delivery is attempted. Any notice or other communication under this
Agreement may be given on behalf of a party by the attorney for such party.

<TABLE>
<CAPTION>
      SELLER:                             BUYER:
<S>                                       <C>
      Colleen Adstedt                     John D. Oliverio
      Senior Vice President               President and CEO
      eFunds Corporation                  Wheaton Franciscan Services, Inc.
      Gainey Center II                    26 West 171 Roosevelt Road
      8501 North Scottsdale Road          Wheaton, Illinois  60187
      Scottsdale, Arizona  85253          Fax:  (630) 784-2505
      Fax:  (480) 629-7606
</TABLE>

      11.2 Attorneys' Fees. If there is any legal action or proceeding between
Seller and Buyer arising from or based on this Agreement, the unsuccessful party
to such action or proceeding shall pay to the prevailing party all costs and
expenses, including reasonable attorneys' fees and disbursements, incurred by
such prevailing party in such action or proceeding and in any appeal in
connection therewith. If such prevailing party


                                       23
<PAGE>
recovers a judgment in any such action, proceeding or appeal, such costs,
expenses and attorneys' fees and disbursements shall be included in and as a
part of such judgment.

      11.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Wisconsin.

      11.4 Construction. Seller and Buyer acknowledge that each party and its
counsel have reviewed and revised this Agreement and that the rule of
construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or
any document executed and delivered by either party in connection with the
transactions contemplated by this Agreement. The captions in this Agreement are
for convenience of reference only and shall not be used to interpret this
Agreement.

      11.5 Terms Generally. The defined terms in this Agreement shall apply
equally to both the singular and the plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The term "person" includes individuals, corporations,
partnerships, trusts, other legal entities, organizations and associations, and
any government or governmental agency or authority. The words "include,"
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation." The words "approval," "consent" and "notice" shall be deemed to be
preceded by the word "written."

      11.6 Further Assurances. From and after the date of this Agreement, Seller
and Buyer agree to do such things, perform such acts, and make, execute,
acknowledge and deliver such documents as may be reasonably necessary to
complete the transactions contemplated by this Agreement and to carry out the
purpose of this Agreement in accordance with this Agreement.

      11.7 Partial Invalidity. If any provision of this Agreement is determined
by a proper court to be invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect the other provisions of this
Agreement and this Agreement shall remain in full force and effect without such
invalid, illegal or unenforceable provision.

      11.8 Waivers. No waiver of any provision of this Agreement or any breach
of this Agreement shall be effective unless such waiver is in writing and signed
by the waiving party and any such waiver shall not be deemed a waiver of any
other provision of this Agreement or any other or subsequent breach of this
Agreement.

      11.9 Miscellaneous. The Exhibits and Schedules attached to this Agreement
are made a part of this Agreement. This Agreement shall benefit and bind Seller
and Buyer and their respective personal representatives, heirs, successors and
assigns. Time is of the essence of this Agreement. This Agreement may be
executed in counterparts, each of which shall be an original, but all of which
shall constitute one and the same Agreement. This Agreement may not be amended
or modified except by a written


                                       24
<PAGE>
instrument signed by Seller and Buyer. This Agreement constitutes the entire and
integrated agreement between Seller and Buyer relating to the purchase and sale
of the Property and supersedes all prior agreements, understandings, offers and
negotiations, oral or written, with respect to the purchase and sale of the
Property. The covenants, terms and conditions of this Agreement shall survive
the Closing.

      11.10 Execution. This Agreement may be executed in counterparts, all such
executed counterparts shall constitute the same Agreement, and the signature of
any party to any counterpart shall be deemed a signature to, and may be appended
to, any other counterparts.

      11.11 Assignment. Buyer shall not assign its rights or obligations
hereunder, directly or indirectly, by agreement, operation of law or otherwise,
without the prior written consent of Seller, which consent shall not be
unreasonably withheld or delayed. Any purported assignment in violation of this
paragraph shall be null and void. Except as otherwise provided, if Buyer assigns
or purports to assign this Agreement, then, at Seller's option, this Agreement
shall terminate and the Deposit shall be paid to Seller and become Seller's
property as its sole and exclusive remedy. Notwithstanding the foregoing, Buyer
may elect to designate a nominee to take title to the Real Property provided
Buyer delivers written notice to Seller of such election at least ten (10)
business days prior to the Closing Date, which notice shall include the name and
entity information of Buyer's nominee. Notwithstanding the election described in
the preceding sentence, Buyer acknowledges that Seller shall have the right to
pursue any rights and remedies Seller may have against the Buyer for any default
or breach of this Agreement.

      11.12 Section 1031 Exchange. Buyer and Seller agree that either party may
elect to structure the conveyance of the Real Property as an exchange pursuant
to Section 1031 of the Internal Revenue Code 1986, as amended (the "Code"),
provided that such party gives notice of such election to the other party at
least ten (10) days prior to the Closing Date, but in the event Buyer elects to
exchange, Seller shall receive cash at Closing. If such an exchange is elected
by such party ("electing party"), the electing party and other party may enter
into an exchange agreement acceptable to both Buyer and Seller. As an
alternative, the electing party may elect to enter into an exchange agreement
with a third party to effect such exchange in accordance with Section 1031 of
the Code. Neither party makes any representation or guarantee to the other that
the transactions contemplated under this provision will result in any particular
tax treatment to the other party, or will qualify as an exchange under Section
1031 of the Code. The electing party will assume all costs and expenses,
including attorneys' fees, incurred in connection with such election to
structure the transaction as an exchange in accordance with Section 1031 of the
Code. In the event that Seller elects to assign any of its rights or interests
under this Agreement to any deferred exchange company (or other entity) pursuant
to any such exchange pursuant to Section 1031 of the Code, then Buyer hereby
covenants and agrees that it will not object to any subsequent re-assignment by
such deferred exchange company (or other entity) to Seller of any (or any
portion of) such rights and interests. The terms of this Section


                                       25
<PAGE>
shall survive the Closing hereof. Seller and Buyer agree that, at the request of
the electing party, they will execute such agreements and other documents as may
be necessary, in the reasonable opinion of respective counsel for the parties,
to complete and otherwise effectuate the exchange of properties in accordance
with Section 1031 of the Code. The electing party hereby indemnifies and holds
the non-exchanging party harmless in connection with any actual loss, cost or
damages suffered by the non-exchanging party concerning or arising out of such
exchange or deferred exchange, which indemnification shall survive the Closing
hereof.

      11.13 Default.

      BY BUYER. If the sale and purchase contemplated by this Agreement is not
consummated because of Buyer's default, and such default is not cured within
seven (7) business days after written notice from Seller of such default, Seller
shall retain the Deposit and any interest accrued thereon as full liquidated
damages for such default of Buyer, Title Company shall return any other deposits
made with it by either party, and neither party shall have any further rights or
obligations hereunder, excluding those obligations which expressly survive
termination of this Agreement. The parties hereto acknowledge that it is
impossible to precisely estimate the damages to be suffered by Seller upon
Buyer's default, and the parties expressly acknowledge that retention of the
Deposit is intended not as a penalty but as full liquidated damages. Seller's
right to retain the Deposit as full liquidated damages is Seller's sole and
exclusive remedy in the event of default hereunder by Buyer. In the event the
sale and purchase contemplated by this Agreement is not consummated because of
Buyer's default, Buyer hereby waives and releases any right to (and hereby
covenants that it shall not) sue Seller to recover the Deposit or any part
thereof on any ground, including, without limitation, on the ground that it is
unreasonable in amount or that its retention by Seller is a penalty and not
agreed upon as reasonable liquidated damages.

      BY SELLER. If the sale and purchase contemplated by this Agreement is not
consummated because of Seller's default, and such default is not cured within
seven (7) business days after written notice from Buyer of such default, Buyer
shall have the right, at its election, to either (but not both): (a) seek the
remedy of specific performance and its reasonable attorney's fees and costs
incurred in seeking such remedy, or (b) to seek money damages from Seller in an
amount equal to the actual damages sustained by Buyer by reason of Seller's
default hereunder; provided, however, that in no event shall Buyer have the
right to recover any damages from Seller under this Agreement in an amount which
is in excess of Two Hundred Fifty Thousand and No/100ths Dollars ($250,000.00).
Buyer shall notify Seller of its election to seek the remedy of specific
performance on or before the date which is five (5) business days after the
expiration of the aforesaid seven (7) business day cure period provided to
Seller. In the event Buyer fails to provide Seller written notice of such
election within the five (5) business day time period, Buyer shall be deemed to
have waived its election to seek the remedy of specific performance. Buyer, at
its option, may elect to waive the performance of any condition, contingency or
provision in Buyer's favor set forth in this Agreement.


                                       26
<PAGE>
      IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of
the date first hereinabove written.

SELLER:                                EFUNDS CORPORATION,
                                       a Delaware corporation


                                       By   /s/ Thomas S. Liston
                                         ---------------------------------------
                                            Name:  Thomas S. Liston
                                            Title:  Chief Financial Office

                                       Date of execution January 16, 2003


BUYER:                                 WHEATON FRANCISCAN SERVICES, INC.,
                                       an Illinois non-stock corporation


                                       By   /s/ John D. Oliverio
                                         ---------------------------------------
                                            Name: John D. Oliverio
                                            Title: President/CEO


                                       By   /s/ William H. Blum
                                         ---------------------------------------
                                            Name: William H. Blum
                                            Title: Assistant Secretary/Treasurer

                                       Date of execution January 10, 2003


                                       27