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                                                                     EXHIBIT 2.2

                                 MARCH 31, 2005

                           BUSINESS TRANSFER AGREEMENT

                                     BETWEEN

                      INDIA SWITCH COMPANY PRIVATE LIMITED

                                       AND

                   EFUNDS INTERNATIONAL INDIA PRIVATE LIMITED

                                       AND

             CLASSIC PAYMENT SOLUTIONS AND SERVICES PRIVATE LIMITED

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                                 [STAMP PAPER]                        [1000 RS.]

                          BUSINESS TRANSFER AGREEMENT

This Business Transfer Agreement (hereinafter known as the "Agreement") is
entered into in Chennai, the 31st day of March 2005 by and between:

INDIA SWITCH COMPANY PRIVATE LIMITED, a company incorporated under the laws of
India and having its registered office at 5, Mezzanine Floor, Thapar House,
43-44 Montieth Road, Egmore, Chennai 600 008 (hereinafter referred to as "ISC"
which expression shall, unless it is repugnant to the context or meaning
thereof, include its successors and permitted assigns);

                                       AND

EFUNDS INTERNATIONAL INDIA PRIVATE LIMITED, a company incorporated under the
laws of India and having its registered office at F-40, N.D.S.E.-I, New Delhi -
110 049 (hereinafter referred to as "EFUNDS" which expression shall, unless it
is repugnant to the context or meaning thereof, include its successors and
permitted assigns);

                                       AND

CLASSIC PAYMENT SOLUTIONS AND SERVICES PRIVATE LIMITED, a company incorporated
under the laws of India and having its registered office at F-40, N.D.S.E.-I,
New Delhi - 110 049 (hereinafter referred to as the "PURCHASER" which expression
shall, unless it is repugnant to the context or meaning thereof, include its
successors and permitted assigns).

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(ISC, eFunds and the Purchaser are hereinafter also individually and
collectively referred to as "PARTY" or "PARTIES" respectively)

WHEREAS:

A.    ISC is engaged in the business of providing (a) automated teller machines
      ("ATM") with or without infrastructural facilities under outsourcing,
      managed services and processing arrangements which include ATM
      maintenance, terminal driving and terminal health monitoring (b)
      transaction processing comprising the processing of electronic debit and
      credit transactions through networks including gateway processing to
      national and international networks; (c) switch processing services to
      enable shared electronic transactions between financial institutions; (d)
      shared networks (e.g. "BANCS") through which financial institutions can
      participate to pursue processing services and (e) debit card production
      and issuance fulfillment (the "BUSINESS").

B.    ISC has agreed to sell and transfer, and the Purchaser has agreed to
      purchase and acquire the ISC Transferred Business (as defined
      hereinafter), as a going concern on a slump sale basis for a lump sum
      consideration upon and subject to the terms and conditions set forth
      herein. The Purchaser shall, prior to the Closing Date, be a wholly owned
      subsidiary of eFunds, which in turn is an indirectly held wholly owned
      subsidiary of eFunds Inc., a public listed company incorporated in the
      United States of America.

NOW THEREFORE in consideration of the mutual promises hereinafter set forth, the
Parties hereto agree as follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

1.1   Definitions

      In this Agreement, unless repugnant or contrary to the context hereof, the
      following terms when capitalized, shall have the meaning assigned herein
      when used in this Agreement. When not capitalized, such words shall be
      attributed their ordinary meaning.

      "ACCOUNTING STANDARDS" means the Accounting Standards issued by the
      Institute of Chartered Accountants of India;

      "AFFILIATE" means with respect to any Person (as defined hereinafter), any
      other Person directly or indirectly controlling, controlled by or under
      common control with such first Person. For purposes of this definition,
      the term "control" (including, with correlative meaning, the terms
      "controlled by" and "under common control with") as applied to any Person,
      means the possession, directly or indirectly, of the power to direct or
      cause the direction of the management of that Person whether

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      through ownership of voting securities, by contract or otherwise;

      "AGREEMENT" means this Business Transfer Agreement including all
      annexures, schedules and exhibits attached hereto or incorporated in it by
      reference and also includes all subsequent amendments and modifications to
      this Agreement, if any;

      "ASSUMED NET CURRENT ASSET VALUE" shall have the meaning assigned to it in
      Article 2.2.1;

      "BENEFIT PLANS" means all provident fund, gratuity, medical insurance,
      leave encashment and other similar funds or benefits, if any, created and
      or maintained by ISC with respect to the Transferred Employees (as defined
      hereinafter) and as detailed in ANNEXURE A hereof;

      "BUSINESS DAY" means any day, which is not (a) a day when principal
      commercial banks in Chennai are closed for business; or (b) a day which is
      notified as a holiday under the Indian Negotiable Instruments Act, 1881
      and pursuant to such notification principal commercial banks in Chennai
      are dosed for business;

      "CLOSING" means the consummation of the transfer of the ISC Transferred
      Business from ISC to the Purchaser as contemplated by this Agreement, and
      specifically as contemplated by Article 3.2 hereof;

      "CLOSING PAYMENT" has the meaning assigned to it in Article 2.1.2 hereof;

      "CLOSING DATE" means the date on which the Closing takes place;

      "CLOSING NET CURRENT ASSET AMOUNT" shall have the meaning assigned to in
      Article 2.2.2 (i);

      "CONTINGENT AMOUNT" means the amount(s) defined in Article 2.1.5 hereof
      and calculated and paid in accordance with ANNEXURE O;

      "EFFECTIVE DATE" means the date of execution of this Agreement;

      "EXCLUDED LIABILITIES" has the meaning assigned to it in Article 2.1.8
      hereof;

      "FINANCIAL STATEMENTS" has the meaning assigned to it in Article 4 (e) (1)
      hereof;

      "GOVERNMENTAL BODY" means any national, regional or local government, any
      governmental, semi-governmental, administrative, regulatory, or judicial
      body, department, commission, authority, tribunal, agency, central bank or
      other entity with jurisdiction over the transactions contemplated
      hereunder, exercising executive, legislative, judicial, regulatory or
      administrative functions of government;

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      "INTELLECTUAL PROPERTY" means the trademarks, copyright and entitlement to
      use third party software relating to the ISC Transferred Business
      (including any software developed by ISC's Affiliates for use in the ISC
      Transferred Business) and more particularly identified in ANNEXURE B
      hereof, which licenses, trademarks and copyright shall be transferred to
      or assigned in favour of the Purchaser;

      "ISC ASSUMED LIABILITIES" means the liabilities of ISC which shall be
      transferred to the Purchaser on the Closing Date, consisting of secured
      loans, outstandings in relation to ATMs acquired on lease, the ISC Assumed
      Current Liabilities (as defined hereinafter), the ISC Assumed Benefit Plan
      Liabilities (as defined hereinafter) only as listed in ANNEXURE C. It
      shall also include all liabilities in relation to the ISC Transferred
      Business, whether current, contingent or otherwise, accruing and arising
      after the Closing Date and only to the extent the liability relates to the
      conduct of the ISC Transferred Business after the Closing Date including
      under the Contracts (as defined hereinafter) novated in favour of the
      Purchaser at the Closing. In no event do ISC Assumed Liabilities include
      Excluded Liabilities;

      "ISC ASSUMED BENEFIT PLAN LIABILITIES" means the liabilities of ISC in
      respect of the Benefit Plans of the Transferred Employees;

      "ISC ASSUMED CURRENT LIABILITIES" means all current liabilities and
      obligations of ISC including sundry creditors, sundry deposits, advance
      subscriptions and provisions and payables relating exclusively to the
      Business, loans, borrowings & claims, accrued liabilities to Transferred
      Employees which are incurred in accordance with the terms of employment,
      and taxes accrued but unpaid (excluding overdue and / or unaccounted
      taxes) all of the above as specifically identified in ANNEXURE C. For the
      purposes of this definition, it is clarified that the term "ISC Assumed
      Current Liabilities" shall not include any liability, which is not
      identified at ANNEXURE C hereof and shall specifically exclude the
      Excluded Liabilities.

      "ISC TRANSFERRED ASSETS" means all of the tangible and intangible assets,
      excluding cash, used in or otherwise related to the ISC Transferred
      Business on the Closing Date, including the following:

      (a)   All movable properties comprising the following ("MOVABLE ASSETS"):

            (i)   current assets related to the ISC Transferred Business
                  including inventories, receivables and other current assets
                  ("CURRENT ASSETS") as set out in ANNEXURE D hereof;

            (ii)  All electrical and office equipment, apparatus, machinery,
                  computers and accessories and other miscellaneous fixed assets
                  related to the ISC Transferred Business more particularly
                  described in ANNEXURE E hereof;

            (iii) All fixtures, related to the ISC Transferred Business more
                  particularly described in ANNEXURE F;

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      (b)   All books, records, ledgers, documents and files or other similar
            information used primarily in the conduct of the ISC Transferred
            Business, including vendor lists, customer lists, mailing lists,
            warranty information, catalogs, promotion literature, advertising
            materials, brochures, standard forms of documents, manuals of
            operations or business procedures, research materials, personnel
            records, and all other relevant data and information (collectively
            referred to as "RECORDS");

      (c)   All agreements and/ or contracts, purchase orders, sale orders, and
            instruments used or held for use primarily in the operation or
            conduct of the ISC Transferred Business and to which ISC is a party
            identified in ANNEXURE G hereto, including but not limited to
            contracts for lease of car, machinery, equipment, sale by ISC of
            goods or performance by ISC of services, contracts for sale and
            distribution of products, (collectively referred to as "CONTRACTS");

      (d)   All leased lands and premises including structure and other
            improvements constructed thereon relating to the ISC Transferred
            Business ("LEASED PREMISES") identified in ANNEXURE H leased to ISC
            by the lessors ("LANDLORDS") under existing lease agreements
            ("LEASES" or "LEASE DEEDS");

      (e)   All Intellectual Property.

      "ISC TRANSFERRED BUSINESS" means the Business of ISC, as a going concern,
      including the ISC Transferred Assets, the Transferred Employees and the
      ISC Assumed Liabilities;

      "LENDERS" means the lenders of ISC listed in ANNEXURE I:

      "LIEN" means liens, interests, restrictions, claims, charges, mortgages,
      pledges, security interests and encumbrances of every kind, whether
      written or oral and whether or not relating in any way to credit or to the
      borrowing of money;

      "LOAN AGREEMENTS" or "LOANS" means all loan agreements between ISC and the
      Lenders more particularly described at ANNEXURE I:

      "NET CURRENT ASSETS" means Current Assets less the ISC Assumed Current
      Liabilities;

      "NET CURRENT ASSETS CLOSING ACCOUNT" shall have the meaning assigned to it
      in Article 2.2.2;

      "ORDINARY COURSE" means the ordinary and normal course of the ISC's
      Business that is consistent with its past practice and business policies
      in respect of the Business.

      "PERMITS" means all consents, approvals and registrations that are
      required to carry on the ISC Transferred Business;

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      "PERSON" shall mean any individual, firm, company, joint venture,
      association, partnership, trust, unincorporated organisation or other
      entity (whether having separate legal personality and identity or not)
      including a government entity or a political sub-division or an agency or
      instrumentality thereof;

      "PURCHASE PRICE" shall have the meaning assigned to it in Article 2.1;
      and,

      "TRANSFERRED EMPLOYEES" means the employees of ISC listed at ANNEXURE J
      whose employment shall be transferred to the Purchaser, with effect from
      the Closing Date.

1.2   Interpretation

      In this Agreement, (unless repugnant or contrary to the context hereof):

      (a)   reference to the singular includes a reference to the plural and
            vice versa, and reference to any gender includes a reference to the
            other gender;

      (b)   reference to an individual shall include his legal representative,
            successor, legal heir, executor and administrator and reference to
            natural persons shall include bodies corporate and vice versa;

      (c)   reference to statutory provisions shall be construed as meaning and
            including references also to any amendment or re-enactment (whether
            before or after the date of this Agreement) for the time being in
            force and to all statutory instruments or orders made pursuant to
            statutory provisions;

      (d)   references to any statute or regulation made using a commonly used
            abbreviation, shall be construed as a reference to the title of the
            statute or regulation;

      (e)   the terms "hereof", "herein", "hereby", "hereto" and derivative or
            similar words refer to this entire Agreement;

      (f)   the term "including" means "including, but not limited to";

      (g)   the headings and sub-headings hereto are inserted only for reference
            to the provisions hereof and shall not affect the construction of
            such provisions;

      (h)   information contained in the relevant Annexures hereto have been
            updated until February 28, 2005 and shall be further updated
            immediately prior to Closing; and

      (i)   Any word or phrase defined in the body of this Agreement as opposed
            to being defined in Article 1.1 above shall have the meaning
            assigned to it in such definition throughout this Agreement, unless
            the contrary is expressly stated or the contrary clearly appears
            from the context.

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                                    ARTICLE 2
                    TRANSFER OF BUSINESS AND PURCHASE PRICE

2.1   TRANSFER OF BUSINESS

2.1.1 Upon the terms and subject to the conditions of this Agreement, ISC agrees
      to sell and transfer to the Purchaser and the Purchaser hereby agrees to
      purchase and acquire from ISC, on the Closing Date, all of the right,
      title and interest in the ISC Transferred Business as a going concern and
      on a slump sale basis. In consideration of the sale, transfer, assignment,
      conveyance and delivery by ISC of the ISC Transferred Business at Closing,
      the Purchaser shall pay to ISC the Purchase Price, comprising of an amount
      of Rupees 76,56,25,000 (Rupees Seventy Six Crores Fifty Six Lakhs Twenty
      Five Thousand Only (the "INITIAL PAYMENT") and the Contingent Amount in
      accordance with the terms of this Agreement.

2.1.2 On the Closing Date, the Purchaser shall pay to ISC an amount of Rupees
      67,81,25,000 (Rupees Sixty Seven Crores Eighty One Lakhs and Twenty
      Thousand Only) (the "CLOSING PAYMENT"), being the Initial Payment less
      Rupees 8,75,00,000 (Rupees Eight Crores and Seventy Lakhs Only) (the
      "HOLDBACK AMOUNT"), by certified or cashiers cheque or wire transfer of
      immediately available funds to an account or accounts identified in
      writing by ISC prior to the Closing Date. Simultaneously, the Holdback
      Amount shall be remitted by the Purchaser into the Escrow Account, which
      amount shall be held in escrow by the Escrow Agent for the benefit of ISC
      in accordance with the Escrow Agreement.

2.1.3 Incidental to the aforesaid sale, ISC hereby also agrees and undertakes to
      initiate and complete all steps required for the transfer of the ISC
      Transferred Business as aforesaid, including the following:

      (a)   wherever transferable, all licenses, registrations, or permits
            standing in the name of ISC for or in relation to the ISC
            Transferred Business shall be transferred in accordance with the
            procedures prescribed by law;

      (b)   the Movable Assets shall be transferred by delivery of possession;

      (c)   the Contracts shall be novated in favour of the Purchaser on terms
            satisfactory to the Purchaser ("NOVATION AGREEMENTS");

      (d)   the Lease Deeds shall be novated in favour of the Purchaser on terms
            satisfactory to the Purchaser;

      (e)   Intellectual Property shall be transferred to the Purchaser on terms
            satisfactory to the Purchaser.

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2.1.4 On the Closing Date, subject to the fulfillment of the conditions
      precedent at Article 7 of the Agreement, the Purchaser shall accept,
      assume and agree to pay, perform or otherwise discharge, in accordance
      with their respective terms and subject to the respective conditions in
      this Agreement, the ISC Assumed Liabilities.

2.1.5 CONTINGENT AMOUNT

      (a)   The Purchaser shall pay to ISC the Contingent Amount, determined in
            accordance with this Article 2.1.5 in the event that the Purchaser
            achieves or exceeds the following revenue (which shall be determined
            and accounted for in accordance with the Accounting Standards)
            targets during the period between the Closing Date and the first
            anniversary of the Closing Date (the "EARN OUT PERIOD"): (i) if
            revenue is less than Rupees 21,87,50,000, then no Contingent Amount
            shall be payable; (ii) if revenue is equal to Rupees 21,87,50,000,
            the Contingent Amount payable shall be Rupees 5,68,75,000; (iii) if
            revenue is equal to or exceeds Rupees 46,81,25,000, the Contingent
            Amount payable shall be Rupees 10,93,75,000; and (iv) if the revenue
            exceeds Rupees 21,87,50,000 but is less than Rupees 46,81,25,000,
            the Contingent Amount payable shall be as set out in ANNEXURE O
            hereto. The payment of the Contingent Amount by the Purchaser to ISC
            shall be guaranteed by an irrevocable unconditional corporate
            guarantee (in form and substance acceptable to ISC) provided by
            eFunds to ISC on or prior to the Closing Date. Notwithstanding
            anything to the contrary contained in this Agreement or elsewhere,
            the obligation of the Purchaser to make payment of the Contingent
            Amount to ISC shall be absolute and the Purchaser shall not be
            entitled to exercise any right of set off, counterclaim or deduction
            in relation to the Contingent Amount.

      (b)   The Purchaser undertakes to ensure that the ISC Transferred Business
            is conducted in good faith during the Earn Out Period with a view to
            maximize the revenue generated during such period. The Purchaser
            further undertakes not to commit any act or omission in the conduct
            of the Business post the Closing Date that may affect the Contingent
            Amount including by way of postponement or deferral of any revenue
            and to recognize the same during the Earn Out Period, provided
            however that the Purchaser shall not be required to undertake any
            act or omission outside its ordinary and customary policies and
            procedures to achieve the aforesaid. Any suggestions made in writing
            by ISC in relation to the conduct of the ISC Transferred Business by
            the Purchaser during the Earn Out Period shall be considered by the
            Purchaser in good faith.

            Purchaser shall consult with ISC on any price reduction it wishes to
            extend to existing customers of the ISC Transferred Business, which
            could materially impact the revenues during the Earn Out Period. The
            amount of any such reduction in revenue during the Earn Out Period
            shall be calculated by multiplying the difference between the two
            rates times the number of billable days during the Earn Out Period
            for each ATM affected.

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            The total amount of the above reductions to revenues during the Earn
            Out Period shall be added to the revenues actually achieved from the
            specific customer(s) affected for purposes of computing the total
            revenues against which the Contingent Payment shall be made.

            For the purposes of the above adjustment, it is expressly agreed
            that any price reduction agreed to between ISC and the Bank of India
            prior to the execution of this Agreement, pursuant to extension or
            amendment of the agreements dated August 31,2001 and October 28,2003
            between ISC and the Bank of India shall be added to the revenues
            actually received from the Bank of India under aforesaid agreement
            with the Bank of India provided that any increase in the Bank of
            India revenue hereunder shall not exceed Rupees 1,09,37,500.

            The Purchaser shall provide to ISC, monthly statements in relation
            to revenues achieved by the ISC Transferred Business, the order
            backlog and such other relevant information as may be reasonably
            requested by ISC. ISC shall, at its own cost, be entitled to
            undertake an audit (by an internationally recognized audit firm) of
            the information provided to it at the end of the Earn Out Period.

      (c)   The Contingent Payment, if and to the extent payable in terms of
            Article 2.1.5 (a) above, shall be made by the Purchaser to ISC by
            certified or cashier cheques or wire transfer of immediately
            available funds within a period of 30 days from the expiry of the
            Earn Out Period.

2.1.6 HOLD BACK

      (a)   The Holdback Amount shall be remitted into the Escrow Account in
            accordance with Article 2.1.2 above.

      (b)   On completion of two (2) years from the Closing Date and within 14
            days thereof, the Purchaser shall pay to ISC, Rupees 4,37,50,000 of
            the Holdback Amount less any amounts for liquidated Costs or a
            mutually agreed reasonable estimate in relation to outstanding
            claims (the "UNRESOLVED CLAIMS") which have arisen but have not been
            settled pursuant to Article 10 hereof. On completion of three (3)
            years from the Closing Date and within 14 days thereof, the
            Purchaser shall pay to ISC the balance of the Holdback Amount less
            any amounts for liquidated Costs or a mutually agreed reasonable
            estimate in relation to outstanding claims (the "UNRESOLVED CLAIMS")
            which have arisen but have not been settled pursuant to Article 10
            hereof. Upon the expiry of five (5) years, any Unresolved Claims
            shall, as soon as feasible and in any event not exceeding sixty (60)
            days from the expiry of such five (5) year period, be settled
            through mutual agreement between the Parties acting reasonably and
            such part of the remaining Holdback Amount less the amount for which
            the Unresolved Claim(s) have been settled shall be released by the
            Escrow Agent to ISC. Failing mutual

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            agreement in the aforesaid period, the Escrow Agent shall in any
            event release the remaining Holdback Amount to ISC.

2.1.7 BANK GUARANTEE

      On the Closing Date, ISC shall provide a bank guarantee to the Purchaser
      in relation to the indemnity obligations of ISC in terms of Article 10
      hereof in form and substance acceptable to the Purchaser acting reasonably
      (the "BANK GUARANTEE"), which Bank Guarantee shall be effective from the
      Closing Date for a period of three years therefrom. Upon the expiry of
      three years from the Closing Date, the Bank Guarantee shall automatically
      terminate and the Purchaser shall not be entitled to raise any claim
      thereon. The maximum amount payable under the Bank Guarantee shall not:
      (a) during the period between the Closing Date until the expiry of one
      year therefrom, exceed Rupees 13,12,50,000; (b) upon the expiry of one
      year from the Closing Date but prior to the expiry of two years therefrom,
      exceed Rupees 8,75,00,000; and (b) upon the expiry of two years from the
      Closing Date but prior to the expiry of three years therefrom, exceed
      Rupees 4,37,50,000.

      The Purchaser shall be entitled to invoke the Bank Guarantee in relation
      to a Cost only in accordance with the procedure set out in Article 10.

2.1.8 Notwithstanding anything to the contrary herein contained or implied, it
      is expressly agreed and declared that the Purchaser shall not assume or be
      obligated to pay, perform or otherwise assume or discharge any liabilities
      of ISC which relate to the period on or before the Closing Date
      (regardless of whether they arise before on or after the Closing) whether
      direct or indirect, whether known or unknown, absolute or contingent
      whether or not arising from the ISC Transferred Business or the operation
      thereof ("PRIOR PERIOD LIABILITY") that are not ISC Assumed Liabilities
      (collectively the "EXCLUDED LIABILITIES"), including:

      (a)   Any Loans or Liens;

      (b)   Any liability of ISC for any statutory levies including income tax,
            sales tax, service tax stamp duty or other like kind amounts which
            relate to a period or event(s) on or preceding the Closing Date and/
            or liabilities pertaining to claims against ISC or any judgment,
            order, decree, ruling or charge, or any action, suit, grievance,
            arbitration, proceeding, hearing or investigation of, in, or before
            any Governmental Body or before any arbitrator, relating to any
            alleged or actual act or omission occurring or alleged or actual
            condition existing on or prior to the Closing (whether the liability
            accrues or arises before, on or after the Closing and including any
            liabilities relating to breach of Contracts or Leases prior to or by
            reason of the Closing);

      (c)   Any contingent liability relating to the activities of the ISC
            Transferred Business agreed to be sold and transferred under or
            pursuant to this Agreement up to the Closing Date;

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      (d)   Any liability relating to the shareholders or purported shareholders
            of ISC arising from the Parties entering into this Agreement or
            otherwise including liability relating to claims by Capven Limited,
            ACI (India) Inc., ACI Worldwide Inc. USA, Tandem Computers
            International Inc. and/or Financial Software & Systems Private
            Limited;

      The Excluded Liabilities shall be and remain the liabilities of ISC and
      shall not be transferred by ISC to the Purchaser or deemed to be assumed
      by the Purchaser under or pursuant to this Agreement. In the event the
      Purchaser, on account of Excluded Liabilities, is required by law to incur
      any liability, ISC shall be liable to reimburse such amount in accordance
      with Article 10 below. Provided that nothing contained herein shall cast
      an obligation upon ISC to bear any liabilities in relation to the ISC
      Transferred Business arising from the conduct of the ISC Transferred
      Business on and from the Closing Date, which liabilities shall be solely
      to the account of the Purchaser.

2.2   ADJUSTMENT TO CLOSING PAYMENT

2.2.1 The Purchase Price has been agreed to between the Parties on the basis
      that the Net Current Assets as of the Closing Date will be Zero ("ASSUMED
      NET CURRENT ASSET VALUE"). For the purpose of computing the Net Current
      Assets under this Article 2.2, the amount outstanding from ISC on account
      of assets acquired on lease shall be excluded from Current Liabilities
      provided that the relevant leased assets are carried under fixed assets.

2.2.2 Determination of Net Current Assets:

      (i)   On the Closing Date, ISC shall provide to the Purchaser an inventory
            of the Current Assets as well as an estimate of the aggregate value
            of the Net Current Assets of live ISC Transferred Business (the "
            NET CURRENT ASSETS CLOSING ACCOUNTS"). The Net Current Assets
            Closing Accounts will show ISC's estimate of the value of each Net
            Current Assets category as at the Closing Date (the "CLOSING NET
            CURRENT ASSET AMOUNT").

      (ii)  At the option of the Purchaser, on or soon after the Closing Date,
            but not later than 5 days from the Closing Date, the Parties shall
            jointly conduct an inventory of the Net Current Assets and based
            thereon, within a period of fifteen (15) days from the Closing Date,
            confirm the information contained in the Net Current Assets Closing
            Accounts to determined the Closing Net Current Asset Amount.

      (iii) In the event that the Parties are unable to agree on the Closing Net
            Current Asset Amount within thirty (30) days after the Closing Date,
            the Parties shall appoint - Price WaterhouseCoopers (Chennai) to
            resolve the dispute (the "INDEPENDENT ACCOUNTANT"). The Independent
            Accountant shall deliver a report setting out the Closing Net
            Current Asset Amount to the Parties within thirty (30) days of his
            appointment. The Independent Accountant

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            shall act as an expert and not as an arbitrator and any decision
            made by the Independent Accountant shall be binding on the Parties.

      (iv)  In order to assist the Independent Accountant in the preparation of
            his report, each of the Purchaser and ISC severally agree that it
            shall:

            (a)   disclose to the Independent Accountant all relevant facts and
                  information in its possession; and

            (b)   promptly give to the Independent Accountant, all information,
                  assistance and access to books of account, documents, files
                  and papers which he may require.

            The Independent Accountant shall be entitled (to the extent he
            considers it appropriate) to rely on information provided or made
            available by any of the Parties.

      (v)   The fees and expenses of the Independent Accountant shall be borne
            equally by the Purchaser and ISC. Such fees and expenses shall be
            paid within thirty (30) days of the decision of the Independent
            Accountant being notified in writing to the Parties.

2.2.3 If the Closing Net Current Asset Amount determined as per Article 2.2.2 is
      less than zero, ISC shall pay such difference to the Purchaser, within
      fourteen (14) days of the Parties mutually agreeing on the Net Current
      Assets Closing Account. Provided that if an Independent Accountant is
      appointed in accordance with Article 2.2.2 (iii) then the payment as
      aforesaid shall be made within fourteen (14) days of the Independent
      Accountant intimating the Closing Net Current Asset Amount to the Parties.

2.2.4 If the Closing Net Current Asset Amount determined as per Article 2.2.2 is
      higher than zero, then the excess shall be paid by the Purchaser to ISC
      within fourteen (14) days of the Parties mutually agreeing on the Closing
      Net Current Asset Amount. Provided that if an Independent Accountant is
      appointed in accordance with Article 2.2.2 (iii), then the payment as
      aforesaid shall be made within fourteen (14) days of the Independent
      Accountant intimating the Closing Net Current Asset Amount to the Parties.

2.3   eFunds agrees, acknowledges and confirms that upon its execution of this
      Agreement, its liability under or pursuant to this Agreement in respect of
      obligations of the Purchaser in terms of this Agreement shall be joint and
      several with the Purchaser and that ISC shall be entitled, in its absolute
      discretion, to enforce its rights and remedies under this Agreement or
      otherwise at law against either the Purchaser or eFunds.

2.4   The Purchaser agrees to take all necessary steps to ensure the appointment
      of MR. HARISH K. MURTHI to the office of a non-executive chairman and
      member of the advisory board of the Purchaser. It is agreed between the
      Parties that the term of

                                       12
<PAGE>

      office of Mr. Harish Murthi shall terminate upon the expiry of one year
      from the Closing provided that Harish Murthi shall be entitled to
      terminate his association with the Purchaser earlier by providing seven
      (7) days written notice to the Purchaser. The Parties agree that the
      Purchaser shall have the unilateral right to terminate the term of office
      of Mr. Harish Murthi in the event his conduct is against the interest of
      the Purchaser or he commits an act which is in non compliance with the
      code of conduct of the Purchaser including without limitation criminal
      misconduct and the like. Subject to applicable law, Mr. Harish Murthi
      shall, at his sole discretion, determine the quantum of his time and
      efforts to be utilized in his capacity as non-executive chairman including
      his participation in meetings of the advisory board of the Purchaser. It
      is agreed between the parties that Mr. Harish Murthi shall not be
      compensated for either of the above positions, although his reasonable out
      of pocket expenses incurred in the performance of his duties will be
      compensated. It is further agreed between the Parties that Mr. Harish
      Murthi shall not be entitled to exercise any rights or power with respect
      to operation and management of the ISC Transferred Business without the
      prior written approval of the Purchaser.

                                   ARTICLES 3
                              CLOSING AND PAYMENTS

3.1   CLOSING

      The Closing shall take place at Chennai no later than 5 Business Days from
      the date of the fulfillment of the terms and conditions hereof that are
      required to be fulfilled prior to the Closing.

3.2   ACTIONS AT CLOSING

3.2.1 On the Closing Date, ISC shall:

      (a)   Transfer, by delivery of possession to the Purchaser, of all Movable
            Assets by actual and /or constructive delivery;

      (b)   Deliver the following to the Purchaser, in form and substance
            satisfactory to the Purchaser:

            (i)   documents, including permissions for transfer of software
                  licenses, if any, required from any Person for transfer of the
                  ISC Transferred Assets to the Purchaser, free and clear of all
                  Liens but subject to such Liens that may subsist on account of
                  the ISC Assumed Liabilities;

            (ii)  Written consents from counter parties for the novation of the
                  Contracts in favour of the Purchaser in place of ISC with
                  effect from the Closing Date. It being clarified that the
                  novation agreements shall be executed within a period of 30
                  days from the Closing Date with the exception of the
                  agreements with the Bank of India, Karnataka Bank and United
                  Bank of India, the novation agreements for which shall be

                                       13
<PAGE>

                  executed on or before the Closing and delivered to Purchaser
                  at Closing with effect from and subject to Closing (failing
                  which, this condition precedent shall be deemed to have been
                  fulfilled if written consent for novation including as to the
                  form of novation is obtained from Bank of India, Karnataka
                  Bank and/or United Bank of India);

            (iii) Written consents from the Landlords for the novation of the
                  Leases in favour of the Purchaser in place of ISC with effect
                  from the Closing Date. It being clarified that, with the
                  exception of the main premises lease for the operations / data
                  centre in Mumbai, which shall be novated on or before the
                  Closing with effect from and subject to Closing (failing
                  which, this condition precedent shall be deemed to have been
                  fulfilled if written consent for novation including as to the
                  form of novation shall be obtained from the lessor) and
                  delivered to the Purchaser at Closing, the novation agreements
                  shall be executed within a period of 30 days from the Closing
                  Date. For the avoidance of doubt, it is clarified that the
                  main premises lease for the operations / data centre in
                  Chennai is not being transferred pursuant to this Agreement
                  and the Purchaser shall ensure that all Transferred Employees
                  and ISC Transferred Assets based or located in such premises
                  are shifted to alternate premises (arrangements in relation to
                  which shall have been made by the Purchaser at least five
                  Business Days prior to Closing) within a period of 15 days
                  after the Closing Date.

            (iv)  the originals or copies of the Records, provided that such
                  Records are within the control of ISC;

            (v)   Written consent from the all the Lenders of ISC who have
                  provided secured loans (as listed in ANNEXURE C) for the
                  novation of such loans with the Purchaser in place of ISC from
                  the Closing Date along with a written confirmation from the
                  relevant Lenders as to the cost of prepayment/foreclosure;

            (vi)  Income Tax clearance certificate from the Income Tax
                  Department under section 281 of the Income Tax Act;

            (vii) Written consent from First Leasing Company of India Limited
                  for the novation of the financial leases entered into by ISC
                  with it in relation to ATMs with the Purchaser assuming the
                  rights and obligations of ISC under such leases;

            (viii) Certified copy of the minutes of the board of directors
                  meeting of ISC approving the transfer of the ISC Transferred
                  Business in favour of the Purchaser as contemplated herein and
                  all such documents required to effect the transfer of the ISC
                  Transferred Business in favour of the purchaser as
                  contemplated herein;

                                       14
<PAGE>

            (ix)  Evidence, in a form satisfactory to the Purchaser, that ISC
                  has extended its Service Level Agreement on outsourcing of
                  ATMs with United Bank of India dated January 6, 2004;

            (x)   Written consent from the relevant licensors for the
                  novation/assignment of the Intellectual Property in favour of
                  the Purchaser in place of ISC with effect from the Closing
                  Date.

            (xi)  A duly executed Bank Guarantee as referred to in Article 2.1.7
                  hereof shall be provided to the Purchaser by ISC.

            (xii) A written opinion from ISC's legal counsel, Amarchand &
                  Mangaldas & Suresh A. Shroff & Co., in the form set out in
                  ANNEXURE R hereto (which is to be agreed prior to Closing).

            (xiii)Officer's certificate in the form set out in ANNEXURE S duly
                  executed by Harish Murthi in his capacity as Chairman and
                  Managing Director of ISC.

3.2.2 The Purchaser agrees that the completion of the conditions set forth in
      Article 3.2.1 above shall require the joint effort of ISC and the
      Purchaser and undertakes to provide all reasonable assistance required by
      the ISC to ensure fulfillment of such conditions. Additionally, on the
      Closing Date, a duly executed corporate guarantee as referred to in
      Article 2.1.5 (a) hereof shall be provided by eFunds to ISC.

3.2.3 Concurrent with the fulfillment of the actions or deliveries by or on
      behalf of ISC in terms of Article 3.2.1 hereof, the Purchaser shall

      (a)   transfer the Closing Payment to ISC's account;

      (b)   take into its employment as from Closing Date all the Transferred
            Employees upon terms and conditions of employment which are no less
            favorable taken as a whole than those applicable to them immediately
            prior to the Closing Date;

      (c)   arrange for the Holdback Amount to be placed in escrow with the
            Escrow Agent in terms of the Escrow Agreement. The Escrow Agreement
            shall be executed on or prior to the Closing Date and all costs in
            relation to such escrow arrangement shall be borne by the Purchaser.

                                    ARTICLE 4
                     REPRESENTATIONS AND WARRANTIES OF ISC

Subject to the disclosures made during the course of the due diligence exercise
undertaken by the Purchaser in relation to ISC and its business and specifically
set out in ANNEXURE T (DISCLOSURE SCHEDULE), ISC hereby represents and warrants
to Purchaser as follows:

                                       15
<PAGE>

(a)   ORGANIZATION

      ISC is a corporation duly organized and validly existing under the laws of
      India and has all relevant corporate power and authority necessary to (i)
      conduct its Business as currently conducted, and (ii) execute, deliver and
      perform this Agreement and consummate the transactions contemplated
      hereby. This Agreement constitutes valid and binding obligations of ISC,
      enforceable against ISC in accordance with the terms hereof.

(b)   AFFILIATES

      ANNEXURE P sets forth for each Affiliate of ISC, its name and jurisdiction
      of incorporation.

(c)   COMPLIANCE WITH LAWS

      ISC has, substantially complied with and is currently in substantial
      compliance with all laws, ordinances, regulations, orders and
      administrative guidance applicable to the ISC Transferred Business.

(d)   NO BREACH

      The execution and delivery of this Agreement and consummation of the
      transactions contemplated hereby will not conflict with or result in the
      breach or violation of any of the terms or conditions of, or constitute
      (or with notice or lapse of time or both would constitute) a default
      under, (i) the Memorandum of Association or Articles of Association of
      ISC, (ii) any instrument, contract or other agreement to which ISC is a
      party or by or to which it or any of its assets or properties is bound or
      subject, including any Loans, Leases, or Contracts, or (iii) any statute,
      law, regulation, order, judgment or decree of any court or Governmental
      Body.

(e)   ABSENCE OF CHANGE

      1.    The following financial statements, referred to collectively
            hereafter, as the "FINANCIAL STATEMENTS" were made available to the
            Purchaser for review prior to Closing: (i) audited balance sheet as
            at March 31, 2002, audited balance sheet as at March 31,2003,
            audited balance sheet as at March 31,2004 and unaudited balance
            sheet as at August 31,2004 and (ii) unaudited balance sheet as at
            December 31, 2004 ("MOST RECENT BALANCE SHEET DATE"). (The Financial
            Statements in clause (i) of this Article 4(e)(l), collectively, the
            "HISTORICAL FINANCIAL STATEMENT" and the Financial Statement in
            clause (ii) of this Article 4(e)(l), the "MOST RECENT BALANCE
            SHEET") Each Financial Statement has been prepared in accordance
            with the Accounting Standards (except for normal year end
            adjustments) and on a basis consistent with ISC's past accounting
            practices and fairly presents in all material respects, the
            financial condition of ISC as of such dates and the results of ISC's
            operations for the periods specified. The Most Recent Balance Sheet
            has been derived

                                       16
<PAGE>

            from the Historical Financial Statements and fairly presents in all
            material respects ISC's prospective financial position as of such
            date.

      2.    Since the Most Recent Balance Sheet Date:

            (i)   there has been no event or circumstance which has occurred or
                  developed that has resulted or could reasonably be expected to
                  result in a Material Adverse Effect on the ISC Transferred
                  Business; and

            (ii)  except as disclosed in writing to the Purchaser prior to the
                  Closing Date, ISC has conducted the ISC Transferred Business
                  in the Ordinary Course of Business, nor has it, other than in
                  the Ordinary Course of Business:

                  (A)   suffered any material theft, damage, destruction or loss
                        of or to any property or properties owned or used by ISC
                        in the Business, whether or not covered by insurance;

                  (B)   made any change in or amended or terminated any existing
                        Benefit Plans or adopted any new Benefit Plan or
                        provisioned to do any of the foregoing or made any
                        commitment or incurred any liability to any labour union
                        or employee association;

                  (C)   terminated the employment of any Transferred Employee or
                        received any notice of any impending resignation by any
                        such Transferred Employee.

      3.    On and from the date of execution of this Agreement, ISC undertakes
            to: (a) consult the Purchaser in relation to all material decisions
            pertaining to the operation of the ISC Transferred Business; and (b)
            obtain the prior written consent of the Purchaser, not to be
            reasonably withheld in the best interests of the ISC Transferred
            Business, for the implementation of any decision in relation to the
            ISC Transferred Business which is outside the Ordinary Course of
            Business.

(f)   LOANS, ACTIONS AND PROCEEDINGS

      (i)   ISC has not taken any loans or borrowings of any kinds with respect
            to the ISC Transferred Business other than the Loans;

      (ii)  Except as disclosed by ISC in ANNEXURE K, ISC is not a party to, and
            to ISC's best knowledge after reasonable inquiry has not received
            any notice in relation to any litigation or judicial, administrative
            or arbitration proceedings. There are no outstanding orders,
            judgments, injunctions, assessments, awards or decrees of any court,
            Governmental Body or arbitration tribunal against ISC in connection
            with the ISC Transferred Business.

                                       17
<PAGE>

(g)   TITLE TO ASSETS

      ISC has valid title (or leasehold interest with respect to capital leases)
      to all of the ISC Transferred Assets, free and clear of all Liens.

(h)   INVENTORIES

      Annexure L contains a list of the addresses of all establishments in which
      all of the Inventory including inventories lying with ISC is located as of
      the Effective Date. Each item of inventory is in working condition subject
      to normal wear and tear and is usable in the Ordinary Course of Business,
      and none of such items has been pledged or otherwise given as collateral.

(i)   MACHINERY

      ANNEXURE E hereto contains a complete list of all the machinery and
      equipment (including office equipment and fixtures) as of the date hereof
      which belong to the ISC Transferred Business. Each item of machinery and
      equipment is in working order subject to normal wear and tear, is
      currently capable of doing the work for which it is intended to be used
      by the ISC Transferred Business and meets all relevant safety regulations.

(j)   ATMS

      The ATMs owned or leased by ISC are equipped and function according to all
      applicable laws and regulations, network, network sponsor and bank
      regulations, requirements and rules and ISC is under no obligation with
      respect to its customers or suppliers for any current or pending upgrades,
      including compliance upgrades, relating to ATMs owned, leased or supplied
      by ISC. As at the Closing, 166 ATMs require upgrades in order to comply
      with 3DES standards in India. ANNEXURE U sets out the identifying number
      and location of each ATM owned or leased by ISC as at the Closing.

(k)   REAL PROPERTY

      ISC does not own any real property. The Leased Premises constitute
      substantially all of the real property used or occupied by ISC. The Leased
      Premises are sufficient for the conduct of the Business as now conducted
      by ISC.

      The Leases are in full force and effect in all material respects, and ISC
      holds a valid and existing leasehold interest under each of the Leases for
      the term set forth in ANNEXURE H. ISC has delivered to the Purchaser
      complete and accurate copies of each of the Leases, and none of the Leases
      has been modified in any material respect, except to the extent that such
      modifications are disclosed by the copies delivered to Purchaser.

                                       18
<PAGE>

      ISC is not in default in any material respect, and to the best knowledge
      of ISC no circumstances exist which, if unremedied, would, either with or
      without notice or the passage of time or both, result in such default
      under any of the Leases. To the best knowledge of ISC, no other party to
      any of the Leases is in default thereof.

(1)   CONTRACTS

      ANNEXURE G contains a complete list, as of the date hereof, of all
      Contracts. ISC has delivered to the Purchaser complete copies of all of
      the Contracts. All of the Contracts are in full force and effect and
      binding on the parties thereto in accordance with their terms and no
      condition exists which with notice or lapse of time or both would
      constitute default under the Contracts.

(m)   PERMITS

      ANNEXURE M hereto contains a complete list, as of the date hereof, of all
      Permits. ISC has delivered to Purchaser complete and accurate copies of
      all of the Permits. All of the Permits are in full force and effect and
      ISC has materially complied with all the terms and conditions of the
      Permits. Except for the Permits, there are no material permits that are
      necessary for the lawful ownership or use of the ISC Transferred Assets or
      operation of the ISC Transferred Business. All such Permits, approvals or
      authorisations are valid and have not been revoked or modified in any
      manner.

(n)   BENEFIT PLANS

      ANNEXURE J lists each Transferred Employee. As of the Closing Date, all
      amounts required to be paid by ISC to the Transferred Employees including
      under the Benefit Plans until the Closing Date have been paid or provided
      for. The said amounts are based on actual or, as the case may be,
      actuarial valuation that have caused to be conducted by ISC.

(o)   SUPPLIERS AND CUSTOMERS

      To the best of its knowledge, ISC is not aware that any of its suppliers
      or customers intends to cancel or otherwise modify its relationship with
      ISC other than in the Ordinary Course of Business.

(p)   TRANSFERRED EMPLOYEES

      ANNEXURE J contains a description of job titles, job responsibilities, age
      and the date of joining, and a break up of the remuneration rate paid by
      ISC as of the Closing Date, including monthly salary, bonus, allowance or
      other compensation of each of the Transferred Employees.

      (i)   Except as disclosed in writing by ISC to the Purchaser:-

            (a)   ISC is neither a party to nor has negotiated, or has any
                  obligations

                                       19
<PAGE>

                  under, any agreement, collective bargaining or otherwise, with
                  any party, with respect to any matter relating to compensation
                  or working conditions of any of the employees of ISC or with
                  respect to recognising or bargaining with any labour
                  organisation, as of the date hereof;

            (b)   ISC has not been charged or threatened with a charge of any
                  unfair labour practice or other violation of applicable
                  national, state, territorial, or local labour or labour
                  related laws specifically with respect to the ISC Transferred
                  Business; and

            (c)   There are no existing or threatened labour strikes, slowdowns,
                  disputes, grievances, disturbances or agitations relating to
                  the ISC Transferred Business.

(q)   INSURANCE

      ANNEXURE N hereto sets forth a complete and accurate description of all
      policies of fire, casualty, liability, vehicular or other insurance held
      by or on behalf of ISC relating to the ISC Transferred Business. The
      originals thereof shall be made available to the Purchaser and shall be
      duly endorsed in favour of the Purchaser. Such policies are in full force
      and effect in relation to the ISC Transferred Business. ISC is not in
      default with respect to any provision contained in any such policy, and
      has not failed to give any notice or to present any claim under any such
      policy in due and timely fashion.

(r)   TAXES AND RETURNS

      ISC has withheld from all payments made by it, or otherwise collected, all
      amounts in respect of taxes levies or like kind amounts required to be
      withheld therefrom or collected by it prior to the date hereof, and has
      remitted same to the appropriate Governmental Body within the required
      time periods including the filing of periodical returns in connection
      therewith.

      It is agreed that the transaction contemplated in this Agreement is not
      subject to tax withholding under any Indian governmental regulation.

      To the knowledge of ISC, no claim has ever been made by a Governmental
      Body in respect of taxes levies, or other like kind assessments in a
      jurisdiction where ISC does not file tax returns but that ISC is or may be
      subject to tax, levies or other like kind assessments within such
      jurisdiction.

(s)   FULL DISCLOSURE

      ISC is not aware of any fact that ISC has not disclosed to Purchaser that
      materially adversely affects or is reasonably likely to materially
      adversely affect, the assets, properties, business, operations or
      conditions (financial or otherwise) of the ISC Transferred Business or the
      ability of ISC to perform this Agreement.

                                       20

<PAGE>

(t)   INTELLECTUAL PROPERTY

      ANNEXURE B sets out an accurate and complete list of all Intellectual
      Property used in the conduct of the ISC Transferred Business. ISC owns and
      possesses all right, title and interest in and to, or possesses the valid
      right to use, the Intellectual Property. ISC has not received any notice
      of infringement or misappropriation from any third party with respect to
      the Intellectual Property and to the knowledge of ISC, ISC is not
      currently infringing on the intellectual property of any other person. On
      Closing, Purchaser will be entitled to use all software developed by
      Affiliates of ISC for and as used by the ISC Transferred Business prior to
      the Closing Date, on a perpetual and royalty-free basis.

                                    ARTICLE 5
                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Purchaser hereby represents and warrants to ISC as follows:

(a)   ORGANISATION

      Purchaser is a company duly organised, validly existing and in good
      standing under the laws of India and has all corporate power and authority
      necessary to execute, deliver and perform this Agreement and consummate
      the transactions contemplated hereby. Purchaser has taken or will take all
      actions necessary for execution, delivery and performance of this
      Agreement by the Purchaser under applicable law and this Agreement
      constitutes valid and binding obligations of Purchaser, enforceable
      against Purchaser in accordance with the terms hereof.

(b)   COMPLIANCE WITH LAWS

      Purchaser has complied with and is currently in substantial compliance
      with all laws, ordinances, regulations, orders and administrative guidance
      applicable to it.

(c)   NO BREACH

      The execution and delivery of this Agreement and consummation of the
      transactions contemplated hereby will not conflict with or result in the
      breach or violation of any of the terms or conditions of, or constitute
      (or with notice or lapse of time or both would constitute) a default
      under, (i) the Memorandum of Association or Articles of Association of
      Purchaser, (ii) any instrument, contract or other agreement to which
      Purchaser is a party or by or to which it or any of its assets or
      properties is bound or subject, or (iii) any statute, law, regulation,
      order, judgment or decree of any court of Governmental Body.

(d)   TRANSFERRED EMPLOYEES

      The Purchaser will offer employment to Transferred Employees on the same
      terms

                                       21

<PAGE>

      as are applicable to them on the Closing Date. The Purchaser will set up
      Benefit Funds that correspond to ISC's Provident, Gratuity and
      Superannuation Trust Funds, to which all such transferable funds set up by
      ISC in respect of the Transferred Employees will be transferred to the
      Purchaser upon the Purchaser establishing corresponding funds and
      obtaining necessary approval from the concerned authorities.

(e)   ACTIONS AND PROCEEDINGS

      The Purchaser hereby warrants that (i) it is not a party to and not
      threatened with any litigation or judicial, administrative or arbitration
      proceedings; or (ii) there are no outstanding orders, judgments,
      injunctions, awards or decrees of any court, Governmental Body or
      arbitration tribunal against the Purchaser, that would prevent it from
      entering into this Agreement or consummating the transactions contemplated
      herein.

      The Purchaser hereby warrants that, to its knowledge, no investigation by
      any Governmental Body or agency is pending or threatened which may involve
      Mr. Harish K. Murthi as a party in his capacity as the non executive
      chairman of the Purchaser.

(f)   DUE DILIGENCE

      eFunds and the Purchaser have conducted and completed a business,
      technical, financial, accounting and legal due diligence in relation to
      ISC and the ISC Transferred Business to their satisfaction.

(g)   ADEQUATE FUNDS

      eFunds has and shall ensure prior to the Closing Date that the Purchaser
      has made adequate arrangements or has adequate funds for the payment of
      the Purchase Price. eFunds shall ensure that the Purchaser becomes its
      wholly owned subsidiary as soon as practicable upon execution of this
      Agreement and in any event, by no later than May 31, 2005.

                                    ARTICLE 6
                                    COVENANTS

(a)   FULFILLMENT OF CONDITIONS PRECEDENT

      The Parties shall use commercially reasonable efforts to fulfill the
      conditions set out in Articles 7 and 8 relating to their respective
      obligations to consummate the Closing. Where required by law or rules of
      procedure, the Parties shall also make joint applications.

                                       22

<PAGE>

(b)   ACCESS TO INFORMATION AND FACILITIES

      Prior to the Closing and subject to Article 12 hereunder, ISC shall give
      the Purchaser and the Purchaser's representatives access during normal
      business hours to all of the Contracts and Records pertaining to the ISC
      Transferred Business. ISC shall make the Transferred Employees available
      to Purchaser and its representatives as Purchaser and its representatives
      shall from time to time reasonably request.

      Provided that ISC would not be required to provide such information, the
      provision of which would constitute a breach of confidentiality
      obligations applicable to ISC under law or any contractual arrangement.

(c)   TAX MATTERS

      After the Closing, the Parties shall make available to each other such
      records as either Party may require for the preparation of any tax returns
      or other similar governmental reports or forms required to be filed by
      either Party and such records as either Party may require for the defence
      of any audit, examination, administrative appeal or litigation of any such
      tax return or other similar governmental report or form.

(d)   NON-COMPETE FOR ISC

      (i)   During the 3 year period following the Closing Date (the "RESTRICTED
            PERIOD") ISC, Capven, its successors or assigns shall not, either
            directly or indirectly through its Affiliates, majority owners,
            associates or group companies engage in any of the activities
            comprising the Business as of the Closing Date. In addition, ISC
            shall not, during the Restricted Period, engage in extensions of the
            Business which are agreed to be:

            (A)   the formation of a "White Label" ATM Network involving the
                  deployment, outsourcing or processing of ATMs or other
                  customer-activated payment devices implemented on behalf of
                  itself or for any entity other than Purchaser; and

            (B)   the business of providing Merchant Acquiring Program
                  outsourcing, terminal driving or processing support for any
                  entity acting as Acquirer for POS and other customer-activated
                  devices however configured or connected to the POS/Merchant
                  Services processing platform.

      (ii)  The above restrictions shall apply regardless of whether they are
            provided by ISC and, or Capven to the Indian market from a presence
            outside of India or whether ISC uses its presence in India to
            provide services to customers outside of India. Additionally, during
            the Restricted Period, ISC and, or Capven will not solicit the
            Transferred Employees for the purposes of engaging their employment.

                                       23

<PAGE>

      (iii) For the avoidance of doubt, it is hereby agreed that nothing
            contained in this Agreement shall prevent or restrict ISC, Capven or
            their associates, affiliates or owners from carrying on any or all
            of the following activities:

            (A)   sale, lease or sale on hire-purchase of ATMs, ATM-related
                  hardware and operating software; security products;

            (B)   the sale, lease or sale on hire-purchase of POS terminals,
                  related hardware and operating software; provision of ATM
                  maintenance, health monitoring and content management except
                  that these services may not be solicited for ATMs contracted
                  with ISC prior to Closing, or for those ATMs added on to those
                  existing contracts post-Closing or from a customer of ISC as
                  of Closing, without consent of Purchaser;

            (C)   maintenance services for POS terminals and related hardware
                  and software;

            (D)   sale and support of plastic cards (but not including their
                  production and issuance under outsourcing arrangements as
                  performed in the Business); development, sale and/or licensing
                  of HMA Data / HMA Starware's proprietary software;

            (E)   the business currently carried on by HMA Starware of licensing
                  and support of Oasis 1ST switches, card related solutions and
                  other such business; and

            (F)   any other business whether or not related to the foregoing,
                  which was not part of ISC Transferred Business or agreed to be
                  extensions of the Business as of Closing.

      (iv)  During the Restricted Period, Purchaser shall offer to ISC or its
            Affiliates the rights of first refusal for Second Line Maintenance
            (SLM) for ATMs implemented or under contract for future
            implementation on an outsourcing basis under ISC contracts with
            customers as of the Closing Date, and for ATMs supplied by ISC or
            its Affiliates in the future to Purchaser, Purchaser Affiliate, or
            any other Affiliate of the Purchaser in India in the event of such
            entity seeking to engage a third party service provider for such
            service. Purchaser shall also offer to ISC or its Affiliates the
            rights of first refusal for the supply of Triton Automated Teller
            Machines and Cash Dispensers and other self service devices where
            these are qualified for consideration provided that ISC or its
            Affiliate is an authorized distribution channel for those devices at
            the time of the transaction.

      (v)   Reciprocally, ISC and its Affiliates shall, during the Restricted
            Period, provide the Purchaser with a right of first refusal for
            third party processing and networking solutions that may be required
            by them in relation to the

                                       24

<PAGE>

            deployment of ATMs, Cash Dispensers, Self-Service Terminals, POS
            terminals or other electronic transaction devices, and for the
            production and supply of plastic cards as may be required by ISC or
            its Affiliates.

      (vi)  The Parties agree that these rights of first refusal for both
            Parties as mentioned in this Agreement are intended to enhance
            opportunities for mutual benefit by enabling them to work together
            and are subject to each party meeting the requirements of
            functionality, adherence to Service Level Agreements, preferential
            pricing reflecting competitive market conditions, and customer
            requirements which may apply in each instance.

(e)   ISC shall, with respect to the ISC Transferred Business, during the period
      between the date of execution of this Agreement and the Closing Date:

      (i)   properly and accurately prepare and file all national, state,
            territorial, local and other tax returns and reports required to be
            filed by all applicable statutes, laws and regulations (including
            the Income Tax Act of 1961);

      (ii)  pay in full all national, state, territorial, local and other taxes,
            including all interests, penalties, and assessments, which shall or
            may be due and payable;

      (iii) be liable for all the taxes including all interests, penalties and
            assessments with respect to the assets or activities of ISC, prior
            to the Closing Date, irrespective of when such amounts are due and
            payable; and

      (iv)  fully and completely comply with all tax withholding provisions in
            accordance with the applicable, national, state, territorial and
            local law including filing all proper and accurate national, state,
            territorial, and local returns for all periods for which returns
            were due, income tax and other wage withholdings and all the other
            amounts shown thereon to be due and payable concerning the employees
            of ISC.

(f)   The Purchaser covenants that it shall obtain all licenses, permits and
      consents required by it (as listed in ANNEXURE V hereto) to carry on the
      ISC Transferred Business immediately upon the same being transferred in
      terms of this Agreement.

                                    ARTICLE 7
              CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER

All obligations of Purchaser under this Agreement are subject to the
satisfaction, prior to or on the Closing Date, of each of the following
conditions, any one or more of which may be waived by Purchaser:

(a)   ISC's representations and warranties contained in or made pursuant to this
      Agreement shall be true and correct as of Effective Date, and shall be
      true and correct as of the Closing Date as though such representations and
      warranties were made again on and as of such time;

                                       25

<PAGE>

(b)   ISC shall have delivered to Purchaser, the documents required in Article
      3.2.1.

(c)   i)    No injunction or restraining order shall be in effect which forbids
            or enjoins the consummation of the transactions contemplated by this
            Agreement or the transfer of the ISC Transferred Business to
            Purchaser, and no governmental regulations shall have been enacted
            which prohibit, restrict or delay the consummation of the
            transactions contemplated by this Agreement or the transfer of the
            ISC Transferred Business to the Purchaser; and

      ii)   No action or proceeding by any Governmental Body or other Person or
            entity shall have been instituted or threatened which (a) might have
            an material adverse effect on the business, operations, assets,
            liabilities, or cash flows of the ISC Transferred Business or (b)
            could enjoin, restrain or prohibit, or could result in substantial
            damages in respect of, any provision of this Agreement or the
            consummation of the transactions contemplated hereby or any
            integration of the ISC Transferred Business with that of Purchaser
            and its Affiliates.

(d)   eFunds shall have acquired Purchaser as a wholly owned subsidiary,
      provided that this condition precedent shall expire on May 31,2005.

                                    ARTICLE 8
                   CONDITIONS PRECEDENT TO OBLIGATIONS OF ISC

All obligations of ISC under this Agreement are subject to the satisfaction,
prior to or on the Closing Date of each of the following conditions, which may
be waived by ISC.

(a)   Purchaser shall have performed or complied with all covenants, agreements
      and conditions required by this Agreement to have been performed or
      complied with by it prior to or on the Closing Date;

(b)   Purchaser's representations and warranties contained in or made pursuant
      to this Agreement shall be true and correct as of Effective Date, and
      shall be true and correct as of the Closing Date as though such
      representations and warranties were made again on and as of such time;

(c)   eFunds shall have provided to ISC a duly executed corporate guarantee in
      accordance with Article 2.1.5 (a);

(d)   All consents, permits and approvals which may be required in connection
      with the performance by the Purchaser of its obligations under this
      Agreement and the conduct of the ISC Transferred Business by the Purchaser
      upon its transfer in terms of this Agreement shall have been obtained on
      terms satisfactory to ISC; and

(e)   The Purchaser shall have executed, and shall have caused the Escrow Agent
      to execute, the Escrow Agreement in form and substance satisfactory to ISC
      (which shall also be a party to the Escrow Agreement).

                                       26
<PAGE>

                                    ARTICLE 9
                            TERMINATION OF AGREEMENT

9.1   TERMINATION BY NOTICE

      This Agreement may be terminated prior to the Closing by written notice
      from the Party electing to terminate this Agreement to the other Party
      hereto ("NOTICE"), as follows:

      (a)   At the election of Purchaser, if there has been a material breach of
            any covenant, representation or warranty of ISC hereunder, and such
            breach has not been remedied within thirty (30) days after ISC shall
            have received a Notice from Purchaser, which termination shall take
            effect as of the 30th day after receipt of the Notice;

      (b)   At the election of ISC, if there has been a material breach of any
            covenant, representation or warranty of Purchaser hereunder, and
            such breach has not been remedied within thirty (30) days after
            Purchaser shall have received a Notice from ISC, which termination
            shall take effect as of the 30th day after receipt of the Notice;

      (c)   At the election of either Party hereto, with effect as of the
            receipt of the Notice by the other Party hereto, if any legal or
            administrative proceedings is commenced or threatened by any
            Governmental Body or other Person directed against the consummation
            of the Closing of any of the transfers contemplated hereby and such
            party hereto, acting solely on the basis of a legal opinion received
            from a reputed senior counsel acceptable to both Parties, is advised
            that it is impossible or materially adverse to it to proceed in view
            of such legal or administrative proceeding or threat thereof;

      (d)   At the election of either Party hereto, with effect as of the
            receipt of the Notice by the other Party hereto, if the Closing does
            not occur on or before June 30, 2005, provided mat the right to
            terminate this Agreement under this clause (d) shall not be
            available to any Party whose failure to fulfill any obligation under
            this Agreement has been the cause of or resulted in the failure of
            the Closing to occur on or before such date. It being clarified that
            a refusal by a third party, whose consent is required in terms of
            this Agreement, to accord such consent shall not constitute a
            failure on part of the Party responsible for obtaining such consent,
            subject to such Party having undertaken reasonable efforts to obtain
            such consent.

9.2   TERMINATION BY AGREEMENT

      At any time on or prior to the Closing Date, the Parties hereto may
      terminate this Agreement by mutual written consent, and such termination
      shall take effect immediately unless the Parties shall agree otherwise.
      Upon the slump sale contemplated by this Agreement being consummated, this
      Agreement shall remain valid and binding for a period of three years from
      the Closing Date and shall

                                       27

<PAGE>

      automatically terminate thereafter.

9.3   EFFECT OF TERMINATION

      If this Agreement is terminated pursuant to this Article 9, all
      obligations of the Parties shall terminate, except for the obligations set
      forth in this Article 9.3 and Article 10,11,12,15 and 16, which shall
      survive the termination of this Agreement, and except that no such
      termination shall relieve either Party from any liability accruing prior
      to such termination.

      In the event the transaction contemplated in this Agreement is not
      consummated for any reason whatsoever, the Purchaser shall not, for a
      period of two (2) years from the date of termination of this Agreement,
      utilize any confidential information obtained by it from ISC for the
      purposes of soliciting customers of ISC.

                                   ARTICLE 10
                                 INDEMNIFICATION

(a)   ISC shall indemnify, save and hold harmless the Purchaser, and its
      successors and assigns, officers, directors and employees and
      representatives of Purchaser from and against any and all costs, losses,
      claims, liabilities, damages, lawsuits, judgments and expenses (including
      reasonable legal fees and court or other fees and costs) (collectively,
      hereinafter the "COSTS") in connection with or arising out of any breach
      of, or inaccuracy with respect to, any covenant or representation or
      warranty or undertaking by ISC herein contained.

(b)   The indemnity as aforesaid shall relate only to actual losses directly
      incurred by the Purchaser. Any claim for indemnity pursuant to this
      Section shall be made by the Purchaser by notice in writing to ISC.
      Notwithstanding anything to the contrary contained in this Agreement, but
      absent fraud, the liability of ISC to indemnify the Purchaser pursuant to
      this Agreement shall under no circumstances exceed: (a) Rupees
      26,25,00,000 in the aggregate from the Closing Date until the first
      anniversary of the Closing Date; (b) Rupees 17,50,00,000 in the aggregate
      during the period between the first and second anniversary of the Closing
      Date; and (c) Rupees 8,75,00,000 in the aggregate between the second and
      third anniversary.

(c)   Provided that ISC shall not be liable for any Costs unless the aggregate
      amount of all Costs exceeds Rupees 87,50,000 (the "THRESHOLD") (except for
      liability on account of fraud and Prior Period Liability) after which ISC
      shall be liable for all such Costs subject to the limitations contained in
      this Article 10. Only individual costs of not less than Rupees 8,75,000
      (the "DEMINIMIS AMOUNT") shall be taken into account for arriving at the
      Threshold and the Purchaser shall not have any recourse to ISC for
      individual costs less than Rupees 8,75,000. Provided that individual
      claims of a like nature may be aggregated for the purposes of arriving at
      the Deminimis Amount. The Purchaser, and its successors and assigns,
      officers, directors and employees shall procure that all reasonable steps
      are taken and all reasonable assistance is

                                       28

<PAGE>

      given to avoid or mitigate any losses, which in the absence of mitigation
      might give rise to a liability in respect of any claim for indemnity.

(d)   Where the Cost is on account of a third party claim (arising from the
      breach of a representation, warranty, covenant or undertaking of or
      provided by ISC under this Agreement) on the Purchaser, ISC shall, on a
      quarterly basis, reimburse in arrears all reasonable costs incurred in
      relation to the Purchaser's conduct of the defense (including any appeals)
      against such claim provided that such defense and appeals are conducted in
      a manner directed by ISC acting reasonably and in good faith and the claim
      has been promptly notified by the Purchaser to ISC, together with all
      relevant papers, within a period of 20 days, or lesser period if mandated
      by the nature of the claim, of such claim being received by the Purchaser.
      In such cases, ISC's liability to indemnify the Purchaser in respect of
      the amount claimed by the relevant third party shall arise only upon such
      claim being finally determined (by the relevant judicial authority) or
      settled with the prior written consent of ISC.

(e)   Purchaser shall indemnify, save and hold harmless ISC, and the successors
      and assigns, officers, directors, employees and representatives of ISC
      from and against any and all Costs in connection with or arising out of or
      resulting from (a) any breach of any covenant or representation or
      warranty of the Purchaser herein contained; and (b) the ISC Transferred
      Business where such costs are related to or arising out of actions
      performed or omitted by the Purchaser that occurred post Closing other
      than Assumed Liabilities that are pre Closing, or incidents or '
      occurrences that occurred post Closing, or labour disputes that occurred
      post Closing.

(f)   Any representation, warranty, undertaking or covenant that is the subject
      of a claim or dispute asserted in writing prior to the expiry of three (3)
      years from the Closing Date shall survive with respect to such claim or
      dispute until the final resolution thereof. The representations and
      warranties shall expire and the Purchaser shall not be entitled to submit
      a claim for indemnification by ISC upon the expiry of the period of three
      years from the Closing Date as set out hereinafter, unless submitted on or
      by the expiry of such three-year period. Upon the expiry of the aforesaid
      three year period, all claims for indemnity, irrespective of whether such
      claims arise on account of the breach of a representation, warranty or
      covenant contained in this Agreement, shall be deemed to have been waived
      by the Purchaser unless it was submitted on or by the expiry of the three
      year period as aforesaid.

(g)   In the event of a claim for indemnity in relation to Cost(s) incurred by
      Purchaser validly arising in accordance with the procedure set out in this
      Article 10, the Purchaser shall first submit its claim in writing for
      indemnity in relation to such Cost(s) to ISC. In the event of ISC failing
      to make payment of such valid claim for indemnity for Cost(s) within a
      period of 14 days of receipt of such claim, the following sequence shall
      be adhered by the Purchaser in respect of the Cost(s), or such part
      thereof, to the extent finally determined or settled with the concurrence
      of ISC. : (i) the amount shall be withdrawn from Holdback Amount in escrow
      in accordance with the terms of the Escrow Agreement; (iii) if withdrawal
      as aforesaid from the Holdback Amount is insufficient to meet the Cost(s),
      only then may the

                                       29

<PAGE>

      amount be withdrawn under the Bank Guarantee.

                                   ARTICLE 11
                                    EXPENSES

Except as specifically provided below, each Party agrees to be responsible for
the payment of all expenses incurred by or on its behalf in connection with the
preparation, authorisation, execution and performance of this Agreement,
including all fees of counsel, accountants and consultants and any taxes or
similar levies due and payable by it in accordance with applicable law or
regulations in respect of such transfer(s). Provided however that all costs
associated with or related to the transfer of the ISC Transferred Business by
ISC to the Purchaser in terms of this Agreement, including but not limited to
software license transfer charges, stamp duty, registration charges, premium, if
any, payable for assignment of contracts including Leases,
prepayment/foreclosure charges if the Purchaser opts to prepay or foreclosure
any liabilities being transferred to it in terms of this Agreement, shall be
borne exclusively by the Purchaser..

                                   ARTICLE 12
                                 CONFIDENTIALITY

12.1  All information, other than the information acquired by the Purchaser as a
      part of the ISC Transferred Business which shall be confidential
      information of the Purchaser only, supplied by any Party to the others in
      connection with this Agreement, as well as the contents of this Agreement
      are confidential between the Parties, who will cause their employees,
      consultants and agents to maintain such confidentiality.

12.2  Each Party also agrees that it shall not, without the other Party's prior
      written consent, disclose or allow to be disclosed any such confidential
      information to anyone, except to its relevant officers and employees and
      then only to such extent as may be necessary for the performance of its
      obligations under this Agreement. The Parties shall take all necessary
      precautions to keep the confidential information secret and confidential
      and to restrict its use in the manner provided herein.

      The term "confidential information" as used hereto means: (a) any
      information concerning the organisation, business, technology, trade
      secrets, know-how, finance, transactions or affairs of the Parties hereto
      or any of their respective Affiliates, directors, officers or employees
      (whether conveyed in written, oral or in any other form and whether such
      information is furnished before, on or after the date hereof), and (b) any
      information or materials prepared by a Party that contains or otherwise
      reflects, or is generated from, confidential information.

12.3  The above obligations shall not apply to information disclosed by any
      Party to the others which:

      (a)   at the time of such disclosure is in the public domain;

      (b)   is required by court order or applicable law; or

                                       30

<PAGE>

      (c)   is required for the purpose of enforcing this Agreement.

                                   ARTICLE 13
                                    SURVIVAL

(a)   REPRESENTATIONS AND WARRANTIES

      All representations and warranties made in this Agreement or pursuant
      hereto, or in any certificate or other writing delivered pursuant hereto,
      or in connection herewith, shall survive the Closing and shall remain in
      effect for a period of 3 years after the Closing Date.

(b)   Except as set out in Article 10(f), this Agreement and the provisions
      hereof shall terminate three (3) years from the Closing Date.
      Notwithstanding anything to the contrary hereunder, Articles 93, 10, 12,
      13, 14.1, 15 and 16 shall survive expiry/termination of this Agreement.

                                   ARTICLE 14
                                     GENERAL

14.1  NOTICES

      All notices required or permitted hereunder shall be in writing and in the
      English language and shall be sent by internationally recognized courier
      or by facsimile transmission addressed to the address of each Party set
      forth below, or to such other address as such other Party shall have
      communicated to the other Party. Notice shall be deemed to have been
      served when received (and in the case of facsimile transmission, provided
      that a confirming copy is sent to the other Party in accordance with the
      non-facsimile notice delivery requirements)

            If to ISC:                 Harish Murthi
                                       Chairman and Managing Director,
                                       India Switch Company Private Limited.
                                       5, Mezzanine Floor,
                                       Thapar House,
                                       43-44 Montieth Road,
                                       Egmore,
                                       Chennai - 600 008

            If to the Purchaser:       Subhajit Chowdhury
                                       226,Udyog Vihar,
                                       Phase 1, Gugaon - 122016

            With a copy to:            Noshir Kathok
                                       3rd Floor, Fairmont,
                                       Hiranandani Business Park,
                                       Powai, Mumbai-400076

                                       31

<PAGE>

14.2  ASSIGNMENT

      Neither of the Parties hereto may assign its rights, benefits and
      obligations in whole or in part hereunder without the prior written
      consent of the other Party.

14.3  FURTHER ASSURANCE

      Each of the Parties agrees to do all things reasonably within its power
      which are necessary or desirable to give effect to the spirit and intent
      of this Agreement. The Parties hereto shall, and shall use their
      respective reasonable endeavours to procure that any necessary third
      parties shall, do, execute and perform all such further deeds, documents,
      assurances, acts and things as either of the Parties hereto may reasonably
      request in order to carry the provisions of this Agreement into full force
      and effect.

14.4  VARIATION

      Any variation of this Agreement shall be mutually agreed in writing and
      executed by or on behalf of each of Purchaser and ISC.

14.5  NO WAIVER

      No waiver by any Party of any default with respect to any provision,
      condition or requirement hereof shall be deemed to be a waiver of any
      other provision, condition or requirement hereof. No delay or omission of
      any Party to exercise any right hereunder on one occasion in any manner
      shall impair the exercise of any such right on any other occasion.

14.6  COUNTERPARTS

      The Parties may execute this Agreement in two or more counterparts (no one
      of which need contain the signatures of all Parties), each of which shall
      be an original and all of which together shall constitute one and the same
      instrument.

                                   ARTICLE 15
                                  GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of
India and the Parties agree to the exclusive jurisdiction of the Courts of
Mumbai.

                                   ARTICLE 16
                       ARBITRATION AND DISPUTE RESOLUTION

16.1  The Parties hereto agree that they shall use all reasonable efforts to
      resolve between themselves any disputes, controversy or claim arising out
      of or relating to this Agreement, other than a dispute the resolution of
      which is specifically provided for in this Agreement. In particular, the
      Parties agree that discussions will be carried

                                       32

<PAGE>

      out between senior level officers of the Parties within a maximum period
      of forty-five (45) days from the date that written notice of the details
      of the issue in dispute, controversy or claim shall have been given by one
      Party to the other.

16.2  If the Parties fail to resolve the matter in accordance with the preceding
      paragraph and within the period prescribed therein, all disputes arising
      out of or in connection with this Agreement, including any question
      regarding its existence, validity or termination, shall be referred to and
      finally resolved by arbitration under the Arbitration and Conciliation
      Act, 1996 including any modification or any enactment thereafter. The
      arbitral tribunal shall consist of three arbitrators and each Party shall
      be entitled to appoint one arbitrator each and the two appointed
      arbitrators shall appoint the third arbitrator. The arbitration shall be
      conducted in Mumbai in accordance with the Arbitration and Conciliation
      Act, 1996, the relevant provisions of which are deemed to be incorporated
      by reference into this Article. The language of the arbitration shall be
      English. The decision of the arbitrator shall be final, binding and
      incontestable and may be used as a basis for judgment thereon in India or
      elsewhere.

                                   ARTICLE 17
                                   PARTNERSHIP

Nothing in this Agreement shall constitute a partnership between the Parties
hereto under applicable Indian laws.

                                   ARTICLE 18
                                 PLEDGING CREDIT

Nothing in this Agreement shall give either Party the right to pledge the credit
of or incur liabilities or obligations binding on the other Party.

                                   ARTICLE 19
                                ENTIRE AGREEMENT

This Agreement along with the Exhibit and Annexures and Schedules hereto
represents the entire agreement as to the subject matter hereof, and supercedes
any prior understandings between the Parties on the subject matter hereof.

                                   ARTICLE 20
                                  FORCE MAJEURE

Neither Party shall be liable by reason of failure or delay in the performance
of its obligations under this Agreement if such failure or delay is caused by
acts of God, strikes, lockouts, war or any other cause beyond its control and
without its fault or negligence.

                                       33

<PAGE>

                                   ARTICLE 21
              INVALID PROVISIONS NOT TO INVALIDATE WHOLE AGREEMENT

In the event of any one or more of the provisions contained in this Agreement
being waived, modified or altered, none of the other provisions hereof shall in
any way be affected or impaired thereby. If any of the provisions of this
Agreement become invalid, illegal or unenforceable in any respects under any
applicable law, the validity, legality and enforceability of the remaining
provisions shall not in any way be effected or impaired. Where the provisions of
such applicable law may be waived they are hereby waived by the Parties to the
full extent permitted so that this Agreement shall be deemed to be valid and
binding and enforceable in accordance with its terms. If any provision of this
Agreement becomes invalid, the Parties agree to substitute such invalid
provision with a new provision which legally serves the purpose of the invalid
provision to the furthest possible extent.

IN WITNESS WHEREOF these presents together with the Exhibit and Annexures and
Schedules annexed and signed have been executed by the Parties as follows:

For and on behalf of                         For and on behalf of
India Switch Company                         eFunds International India Private
Private Limited                              Limited

/s/ Harish K. Murthi                         /s/ Kathleen Flanagan

Name: Harish K. Murthi                       Name: Kathleen Flanagan

Designation: Chairman & Managing Director    Designation: Director

For and on behalf of
Classic Payment Solutions and Services
Private Limited

/s/ Raman Sharma

Name: Raman Sharma

Designation: Director

                                       34
<PAGE>

                            LIST IDENTIFYING CONTENTS
                              OF OMITTED SCHEDULES

The following Exhibits and Schedules have been omitted from this Exhibit 2.2:

<TABLE>
<S>          <C>
Annexure A   Benefit Plans
Annexure B   Intellectual Property
Annexure C   Assumed Liabilities
Annexure D   Current Assets
Annexure E   Equipment
Annexure F   Fixtures
Annexure G   Contracts
Annexure H   Leases
Annexure I   Lenders
Annexure J   Transferred Employees
Annexure K   Litigation
Annexure L   Inventory
Annexure M   Permits
Annexure N   Insurance
Annexure O   Contingent Amount
Annexure P   Affiliates
Annexure R   Legal Opinion
Annexure S   Officer's Certificate
Annexure T   Disclosure Schedule
Annexure U   ATMs
Annexure V   Required Consents
</TABLE>

The registrant will furnish supplementally a copy of any omitted Schedule or
Exhibit to the Securities and Exchange Commission upon the request of the
Commission.