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                                                                    EXHIBIT 10.1
                            STOCK PURCHASE AGREEMENT

Carreker Corporation
4055 Valley View Lane
Suite 1000
Dallas, Texas 75244

The undersigned (the "INVESTOR"), hereby confirms its agreement with you as
follows:

1.   This Stock Purchase Agreement (the "AGREEMENT") is made as of the date set
forth below between Carreker Corporation, a Delaware corporation (the
"COMPANY"), and the Investor.

2.   The Company has authorized the sale and issuance of up to 1,282,214
shares (the "SHARES") of common stock of the Company, $.01 par value per share
(the "COMMON STOCK") to certain investors in a private placement (the
"OFFERING").

3.   The Company and the Investor agree that the Investor will purchase from the
Company and the Company will issue and sell to the Investor _______ Shares at a
purchase price of $7.83 per Share, or an aggregate purchase price of
$____________________, pursuant to the Terms and Conditions for Purchase of
Shares attached hereto as Annex I and incorporated herein by this reference as
if fully set forth herein. Unless otherwise requested by the Investor in Exhibit
A, certificates representing the Shares purchased by the Investor will be
registered in the Investor's name and address as set forth below.

4.   The Investor represents that, except as set forth below, (a) it has had no
position, office or other material relationship within the past three years with
the Company or its affiliates, (b) neither it, nor any group of which it is a
member or to which it is related, beneficially owns (including the right to
acquire or vote) any securities of the Company and (c) it has no direct or
indirect affiliation or association with any National Association of Securities
Dealers, Inc. ("NASD") member. Exceptions:

________________________________________________________________________________
     (If no exceptions, write "none." If left blank, response will be deemed to
be "none.")



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Please confirm that the foregoing correctly sets forth the agreement between us
by signing in the space provided below for that purpose.

                                   DATED AS OF:  April 2, 2002


                                   "INVESTOR"

                                   By:
                                      ----------------------------------------
                                   Print Name:
                                              --------------------------------
                                   Title:
                                         -------------------------------------
                                   Address:
                                           -----------------------------------

AGREED AND ACCEPTED:
CARREKER CORPORATION

By:
   -----------------------------------------
Title:
      --------------------------------------

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                                     ANNEX I

                   TERMS AND CONDITIONS FOR PURCHASE OF SHARES

     1.   AGREEMENT TO SELL AND PURCHASE THE SHARES; SUBSCRIPTION DATE.

          1.1  PURCHASE AND SALE. At the Closing (as defined in Section 2), the
Company will sell to the Investor, and the Investor will purchase from the
Company, upon the terms and conditions hereinafter set forth, the number of
Shares set forth on the signature page to which these Terms and Conditions for
Purchase of Shares are attached as Annex I (the "SIGNATURE PAGE") at the
purchase price set forth on such Signature Page.

          1.2  OTHER INVESTORS. As part of the Offering, the Company proposes to
enter into this same form of Stock Purchase Agreement with certain other
investors (the "OTHER INVESTORS"), and the Company expects to complete sales of
Shares to them. (The Investor and the Other Investors are hereinafter sometimes
collectively referred to as the "INVESTORS," and this Agreement and the Stock
Purchase Agreements executed by the Other Investors are hereinafter sometimes
collectively referred to as the "AGREEMENTS.") The Company will accept executed
Agreements from Investors for the purchase of Shares commencing upon the date on
which the Company provides the Investors with the proposed purchase price per
Share and concluding upon the date (the "SUBSCRIPTION DATE") on which the
Company has notified U.S. Bancorp Piper Jaffray Inc. (in its capacity as
Placement Agent for the Shares, the "PLACEMENT AGENT") in writing that it is no
longer accepting Agreements for the purchase of Shares in the Offering.

          1.3  PLACEMENT AGENT FEE. Investor acknowledges that the Company
intends to pay the Placement Agent a fee in respect of the sale of Shares to the
Investor.

     2.   DELIVERY OF THE SHARES AT CLOSING. The completion of the purchase and
sale of the Shares (the "Closing") shall occur at a place and time, no later
than Friday, April 5, 2002, (the "CLOSING DATE") to be specified by the Company
and the Placement Agent, and of which the Investors will be notified in advance
by the Placement Agent. At the Closing, the Company shall deliver to the
Investor one or more stock certificates representing the number of Shares set
forth on the signature page hereto, each such certificate to be registered in
the name of the Investor or, if so indicated on the Stock Certificate
Questionnaire attached hereto as Exhibit A, in the name of a nominee designated
by the Investor provided that, if requested by the Investor, stock certificates
representing such Shares shall be delivered in escrow to such Investor's agent
prior to the Closing, to be held until the completion of the Closing. In
addition, on or prior to the Closing Date, the Company shall cause counsel to
the Company to deliver to the Investors a legal opinion in the form attached
hereto as Exhibit D.

        The Company's obligation to issue and sell the Shares to the Investor
shall be subject to the following conditions, any one or more of which may be
waived by the Company: (a) receipt by the Company of the purchase price for the
Shares being purchased hereunder as set forth on the Signature Page hereto; (b)
completion of purchases and sales under the Agreements with the Other Investors;
and (c) the accuracy of the representations and warranties made by the Investors
and the fulfillment of those undertakings of the Investors to be fulfilled prior
to the Closing.

        The Investor's obligation to purchase the Shares shall be subject to the
following conditions, any one or more of which may be waived by the Investor:
(a) the Company's agreement to issue and sell, and the Investors' agreement to
purchase, on the Closing Date, not less than 1,282,214 shares of Common Stock;
(b) the delivery to the Investor by counsel to the Company of a legal opinion
in the form attached hereto as Exhibit D; (c) the representations and
warranties of the Company contained in Section 3 being true and correct on and
as of such Closing with the same effect as though such

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representations and warranties had been made on and as of the date of such
Closing; (d) The absence of any order, writ, injunction, judgment or decree that
questions the validity of the Agreements or the right of the Company to enter
into such agreements or to consummate the transactions contemplated hereby and
thereby; and (e) the delivery to the Investor by the Secretary or and Assistant
Secretary of the Company of a certificate stating that the condition specified
in part (c) of this paragraph has been fulfilled.

     3.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY. Except as
otherwise described in the Company's Annual Report on Form 10-K for the year
ended January 31, 2001 (and any amendments thereto filed prior to the date
hereof), the Company's Proxy Statement for its 2001 Annual Meeting of
Stockholders, or the Company's Quarterly Reports on Form 10-Q for the quarters
ended April 30, 2001, July 30, 2001 and October 31, 2001 or any of the Company's
Current Reports on Form 8-K filed since February 1, 2001 (collectively, the "SEC
REPORTS"), or as disclosed on the attached disclosure schedule, which disclosure
schedule includes a draft dated March 26, 2002 of the Company's Annual Report on
Form 10-K (the "DRAFT FORM 10-K") for the year ended January 31, 2002 (the
"DISCLOSURE SCHEDULE"), the Company hereby represents and warrants to, and
covenants with, the Investor as of the date hereof and the Closing Date, as
follows:

          3.1  ORGANIZATION. Each of the Company and its Significant
Subsidiaries (as defined in Rule 405 under the Securities Act of 1933, as
amended (the "SECURITIES ACT")) is duly incorporated and validly existing and in
good standing under the laws of the jurisdiction of its organization. Each of
the Company and its Significant Subsidiaries has full power and authority to
own, operate and occupy its properties and to conduct its business as presently
conducted and is registered or qualified to do business and in good standing in
each jurisdiction in which it owns or leases property or transacts business and
where the failure to be so qualified would have a material adverse effect upon
the Company and its Subsidiaries (as defined in Rule 405 under the Securities
Act) taken as a whole, or the business, financial condition, properties,
operations or assets of the Company and its Subsidiaries, taken as a whole, or
the Company's ability to perform its obligations under the Agreements ("MATERIAL
ADVERSE EFFECT"), and no proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such
power and authority or qualification.

          3.2  DUE AUTHORIZATION. The Company has all requisite power and
authority to execute, deliver and perform its obligations under the Agreements,
and the Agreements have been duly authorized and validly executed and delivered
by the Company and constitute legal, valid and binding agreements of the Company
enforceable against the Company in accordance with their terms, except as rights
to indemnity and contribution may be limited by state or federal securities laws
or the public policy underlying such laws, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' and contracting parties' rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

          3.3  NON-CONTRAVENTION. The execution and delivery of the Agreements,
the issuance and sale of the Shares to be sold by the Company under the
Agreements, the fulfillment of the terms of the Agreements and the consummation
of the transactions contemplated thereby will not (A) conflict with or
constitute a violation of, or default (with the passage of time or otherwise)
under, (i) any bond, debenture, note or other evidence of indebtedness, or any
lease, contract, indenture, mortgage, deed of trust, loan agreement, joint
venture or other agreement or instrument to which the Company or any of its

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Subsidiaries is a party or by which the Company or any of its Subsidiaries or
their respective properties are bound, where such conflict, violation or default
is reasonably expected to result in a Material Adverse Effect, (ii) the
certificate of incorporation, by-laws or other organizational documents of the
Company or any of its Subsidiaries, or (iii) any law, administrative regulation,
ordinance or order of any court or governmental agency, arbitration panel or
authority binding upon the Company or any of its Subsidiaries or their
respective properties, where such conflict, violation or default is likely to
result in (A) a Material Adverse Effect or (B) the creation or imposition of any
lien, encumbrance, claim, security interest or restriction whatsoever upon any
of the material properties or assets of the Company or any of its Subsidiaries
or an acceleration of indebtedness pursuant to any obligation, agreement or
condition contained in any material bond, debenture, note or any other evidence
of indebtedness or any material indenture, mortgage, deed of trust or any other
agreement or instrument to which the Company or any of its Subsidiaries is a
party or by which any of them is bound or to which any of the property or assets
of the Company or any of its Subsidiaries is subject. No consent, approval,
authorization or other order of, or registration, qualification or filing with,
any regulatory body, administrative agency, or other governmental body in the
United States is required for the execution and delivery of the Agreements by
the Company and the valid issuance of sale of the Shares by the Company pursuant
to the Agreements, other than such as have been made or obtained, and except for
any filings required to be made under federal or state securities laws.

          3.4  CAPITALIZATION. The capitalization of the Company as of January
31, 2002 is as described in the Draft Form 10-K. The Company has not issued any
capital stock since January 31, 2002 other than pursuant to the exercise of
employee and director stock options under the stock option and incentive plans
disclosed in the SEC Reports. The Shares to be sold pursuant to the Agreements
have been duly authorized, and when issued and paid for in accordance with the
terms of the Agreements, will be duly and validly issued, fully paid and
nonassessable. The outstanding shares of capital stock of the Company have been
duly and validly issued and are fully paid and nonassessable, have been issued
in compliance with the registration requirements of federal and state securities
laws, and were not issued in violation of any preemptive rights or similar
rights to subscribe for or purchase securities. Except for options issued under
the Company's stock option and incentive plans, there are no outstanding rights
(including, without limitation, preemptive rights), warrants or options to
acquire, or instruments convertible into or exchangeable for, any unissued
shares of capital stock or other equity interest in the Company or any of its
Subsidiaries, or any contract, commitment, agreement, understanding or
arrangement of any kind, in either case to which the Company or any of its
Subsidiaries is a party and providing for the issuance or sale of any capital
stock of the Company or any of its Subsidiaries, any such convertible or
exchangeable securities or any such rights, warrants or options. Without
limiting the foregoing, no preemptive right, co-sale right, registration right,
right of first refusal or other similar right exists with respect to the
issuance and sale of the Shares, except as provided in the Agreements. There are
no stockholders agreements, voting agreements or other similar agreements with
respect to the Common Stock to which the Company is a party. The Company owns
the entire equity interest in its Subsidiaries, free and clear of any pledge,
lien, security interest, encumbrance, claim or equitable interest.

          3.5  LEGAL PROCEEDINGS. There is no material legal or governmental
proceeding pending, or to the knowledge of the Company, threatened, to which the
Company or any of its Subsidiaries is a party or of which the business or
property of the Company or any of its Subsidiaries is subject. Neither the
Company nor any Subsidiary is a party to the provisions of any injunction,
judgment, decree or order of any court, regulatory body, administrative agency
or other government body which is material to the business or operation of the
Company and its subsidiaries, taken as a whole.

          3.6  NO VIOLATIONS. Neither the Company nor any of its Subsidiaries is
in violation of its certificate of incorporation, bylaws or other organizational
documents, or in violation of any law, administrative regulation, ordinance or
order of any court or governmental agency, arbitration panel or authority
applicable to the Company or any of its Subsidiaries, which violation,
individually or in the aggregate, is reasonably likely to have a Material
Adverse Effect, nor is the Company or any of its Subsidiaries in default (and
there exists no condition which, with the passage of time or otherwise, would
constitute a default) in the performance of any bond, debenture, note or any
other evidence of indebtedness or any indenture, mortgage, deed of trust or any
other material agreement or instrument to which the Company or any of its

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Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound or by which the property of the Company or any of its Subsidiaries is
bound, which is reasonably likely to have a Material Adverse Effect.

          3.7  GOVERNMENTAL PERMITS, ETC. Each of the Company and its
Subsidiaries has all necessary franchises, licenses, certificates and other
authorizations from any foreign, federal, state or local government or
governmental agency, department or body that are currently necessary for the
operation of the business of the Company and its Subsidiaries as currently
conducted, except where the failure to currently possess such franchises,
licenses, certificates and other authorizations cannot reasonably be expected to
have a Material Adverse Effect.

          3.8  INTELLECTUAL PROPERTY.

               (a)  Except for matters which are not reasonably likely to have a
Material Adverse Effect, (i) each of the Company and its Subsidiaries has
ownership of, or a license or other legal right to use, all patents, copyrights,
trade secrets, trademarks, customer lists, designs, manufacturing or other
processes, computer software, systems, data compilation, research results or
other proprietary rights used in the business of the Company or its Subsidiaries
(collectively, "INTELLECTUAL PROPERTY") and (ii) all of the Intellectual
Property owned by the Company or its Subsidiaries consisting of patents,
registered trademarks and registered copyrights have been duly registered in,
filed in or issued by the United States Patent and Trademark Office, the United
States Register of Copyrights or the corresponding offices of other
jurisdictions and have been maintained and renewed in accordance with all
applicable provisions of law and administrative regulations in the United States
and/or such other jurisdictions.

          (b)       Except for matters which are not reasonably likely to have a
Material Adverse Effect, all material licenses or other material agreements
under which (i) the Company or any of its Subsidiaries employs rights in
Intellectual Property, or (ii) the Company or any of its Subsidiaries has
granted rights to others in Intellectual Property owned or licensed by the
Company or any of its Subsidiaries, are in full force and effect, and there is
no default by the Company or any of its Subsidiaries thereto.

          (c)       The Company believes that it has taken all steps required in
accordance with sound business practice and business judgment to establish and
preserve the Company's ownership of all material Intellectual Property owned by
the Company or its Subsidiaries.

          (d)       Except for matters which are not reasonably likely to have a
Material Adverse Effect, to the knowledge of the Company, (i) the present
business, activities and products of the Company and its Subsidiaries do not
infringe any intellectual property of any other person; (ii) neither the Company
nor any of its Subsidiaries is making unauthorized use of any confidential
information or trade secrets of any person; and (iii) the activities of any of
the Company's employees on behalf of the Company or any of its Subsidiaries do
not violate any agreements or arrangements related to confidential information
or trade secrets of persons other than the Company or its Subsidiaries or
restricting any such employee's engagement in business activities of any nature.

          (e)       No proceedings are pending, or to the knowledge of the
Company, threatened, which challenge the rights of the Company or any of its
Subsidiaries in respect of the Company's or any of its Subsidiaries' right to
the use of the Intellectual Property, except for matters which are not
reasonably likely to have a Material Adverse Effect.

          3.9  FINANCIAL STATEMENTS. The consolidated financial statements of
the Company and the related notes contained in the SEC Reports and the Draft
Form 10-K present fairly, in accordance with generally accepted accounting
principles, the consolidated financial position of the Company and its
Subsidiaries as of the dates indicated, and the results of their operations,
cash flows and the changes in

<PAGE>

stockholders' equity for the periods therein specified, subject, in the case of
unaudited financial statements for interim periods, to normal year-end audit
adjustments. Such consolidated financial statements (including the related
notes) have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout the periods therein
specified, except that unaudited financial statements may not contain all
footnotes required by generally accepted accounting principles. The financial
statements contained in the Company's earnings release dated March 12, 2002, for
the quarter and year ended January 31, 2002 present fairly, in accordance with
generally accepted accounting principles, the consolidated financial position of
the Company and its Subsidiaries as of January 31, 2002, and the information
contained therein, does not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein in light of the circumstances under which they were made
not misleading.

          3.10 NO MATERIAL ADVERSE CHANGE. Since January 31, 2002, there has not
been (i) a change that has had or is reasonably likely to have a Material
Adverse Effect, (ii) any obligation, direct or contingent, that is material to
the Company or any of its Subsidiaries considered as one enterprise, incurred by
the Company or any of its Subsidiaries, except obligations incurred in the
ordinary course of business, (iii) any dividend or distribution of any kind
declared, paid or made on the capital stock of the Company or any of its
Subsidiaries, or (iv) any loss or damage (whether or not insured) to the
physical property of the Company or any of its Subsidiaries which has been
sustained which has a Material Adverse Effect.

          3.11 NASDAQ COMPLIANCE. The Company's Common Stock is registered
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "EXCHANGE ACT"), and is listed on the Nasdaq National Market (the "NASDAQ
STOCK MARKET"), and the Company has taken no action designed to, or which to its
knowledge is likely to have the effect of, terminating the registration of the
Common Stock under the Exchange Act or delisting the Common Stock from the
Nasdaq Stock Market. The issuance of the shares does not require stockholder
approval, including, without limitation, pursuant to the Nasdaq Marketplace
Rules.

          3.12 REPORTING STATUS. The Company has timely made all filings
required under the Exchange Act during the 12 months preceding the date of this
Agreement, and all of those documents complied in all material respects with the
SEC's requirements as of their respective filing dates, and the information
contained therein and in the Draft Form 10-K as of the respective dates thereof
did not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein in light of the circumstances under which they were made not misleading.
The Company is currently eligible to register the resale of Common Stock in a
secondary offering on a registration statement on Form S-3 under the Securities
Act.

          3.13 NO MANIPULATION OF STOCK. The Company has not taken and will not,
in violation of applicable law, take any action outside the ordinary course of
business designed to or that might reasonably be expected to cause or result in
unlawful manipulation of the price of the Common Stock to facilitate the sale or
resale of the Shares.

          3.14 ACCOUNTANTS. Ernst & Young LLP, who expressed their opinion with
respect to the consolidated financial statements to be incorporated by reference
from the Company's Annual Report on Form 10-K for the year ended January 31,
2001 into the Registration Statement (as defined below) and the prospectus which
forms a part thereof (the "Prospectus"), have advised the Company that they are,
and to the best knowledge of the Company they are, independent accountants as
required by the Securities Act and the rules and regulations promulgated
thereunder (the "RULES AND REGULATIONS").

          3.15 CONTRACTS. Except for matters which are not reasonably likely to
have a Material Adverse Effect, the contracts listed as exhibits to the SEC
Reports that are material to the Company, other

<PAGE>

than those contracts that are substantially or fully performed or expired by
their terms, are in full force and effect on the date hereof, and none of the
Company, its Subsidiaries nor, to the Company's knowledge, any other party to
such contracts is in breach of or default under any of such contracts.

          3.16 TAXES. Except for matters which are not reasonably expected to
have a Material Adverse Effect, the Company has filed all necessary federal,
state and foreign income and franchise tax returns and has paid or accrued all
taxes shown as due thereon, and the Company has no knowledge of a tax deficiency
which has been asserted or threatened against the Company.

          3.17 TRANSFER TAXES. On the Closing Date, all stock transfer or other
taxes (other than income taxes) which are required to be paid in connection with
the sale and transfer of the Shares hereunder will be, or will have been, fully
paid or provided for by the Company and the Company will have complied with all
laws imposing such taxes.

          3.18 INVESTMENT COMPANY. The Company is not an "investment company" or
an "affiliated person" of, or "promoter" or "principal underwriter" for an
investment company, within the meaning of the Investment Company Act of 1940, as
amended.

          3.19 INSURANCE. The Company and its Subsidiaries maintain insurance of
the types and in the amounts that the Company reasonably believes is adequate
for the their businesses, including, but not limited to, insurance covering real
and personal property owned or leased by the Company and its Subsidiaries
against theft, damage, destruction, acts of vandalism and all other risks
customarily insured against by similarly situated companies, all of which
insurance is in full force and effect.

          3.20 OFFERING MATERIALS. The Company has not in the past nor will it
hereafter take any action to sell, offer for sale or solicit offers to buy any
securities of the Company which would bring the offer or sale of the Shares as
contemplated by this Agreement within the provisions of Section 5 of the
Securities Act.

          3.21 LISTING. The Company shall comply with all requirements of the
NASD with respect to the issuance of the Shares and the listing thereof on the
Nasdaq Stock Market.

          3.22 RELATED PARTY TRANSACTIONS. Except as disclosed in the SEC
Reports, no transaction has occurred between or among the Company, any of the
Subsidiaries and their affiliates, officers or directors or any affiliate or
affiliates of any such officer or director that with the passage of time will be
required to be disclosed pursuant to Section 13, 14 or 15(d) of the Exchange Act

          3.23 BOOKS AND RECORDS. The books, records and accounts of the Company
and the Subsidiaries accurately and fairly reflect, in reasonable detail, the
transactions in, and dispositions of, the assets of, and the operations of, the
Company and the Subsidiaries. The Company maintains a system of internal
accounting controls sufficient to provide reasonable assurances that (i)
transactions are executed in accordance with management's general or specific
authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles and to maintain asset accountability, (iii) access to
assets is permitted only in accordance with management's general or specific
authorization, and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

     4.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR.

          4.1  INVESTOR KNOWLEDGE AND STATUS. The Investor represents and
warrants to, and covenants with, the Company that: (i) the Investor is an
"accredited investor" as defined in Regulation D

<PAGE>

under the Securities Act and has requested, received, reviewed and considered
all information it deemed relevant in making an informed decision to purchase
the Shares; (ii) the Investor understands that the Shares are "restricted
securities" and have not been registered under the Securities Act and is
acquiring the number of Shares set forth on the Signature Page hereto in the
ordinary course of its business and for its own account for investment only, has
no present intention of distributing any of such Shares and has no arrangement
or understanding with any other persons regarding the distribution of such
Shares (this representation and warranty not limiting the Investor's right to
sell Shares pursuant to the Registration Statement or otherwise, or other than
with respect to any claim arising out of a breach of this representation and
warranty, the Investor's right to indemnification under Section 6.3); (iii) the
Investor will not, directly or indirectly, offer, sell, pledge, transfer or
otherwise dispose of (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of) any of the Shares except in compliance with the
Securities Act, applicable state securities laws and the respective rules and
regulations promulgated thereunder; (iv) the Investor has answered all questions
on the Signature Page hereto and the Investor Questionnaire attached hereto as
Exhibit B for use in preparation of the Registration Statement and the answers
thereto are true and correct as of the date hereof and will be true and correct
as of the Closing Date; (v) the Investor will notify the Company immediately of
any change in any of such information until such time as the Investor has sold
all of its Shares or until the Company is no longer required to keep the
Registration Statement effective; and (vi) the Investor has, in connection with
its decision to purchase the number of Shares set forth on the signature page
hereto, relied only upon the representations and warranties of the Company
contained herein. Investor understands that the issuance of the Shares to the
Investor has not been registered under the Securities Act, or registered or
qualified under any state securities law in reliance on specific exemptions
therefrom, which exemptions may depend upon, among other things, the bona fide
nature of the Investor's investment intent as expressed herein. The Placement
Agent is not authorized to make any representation or use any information in
connection with the placement, purchase and sale of the Shares, and no person is
authorized to provide any representation which is inconsistent or in addition to
those in the SEC Reports. The Investor acknowledges that it has not received or
relied on any such representations.

          4.2  INTERNATIONAL ACTIONS. The Investor acknowledges, represents and
agrees that no action has been or will be taken in any jurisdiction outside the
United States by the Company or the Placement Agent that would permit an
offering of the Shares, or possession or distribution of offering materials in
connection with the issue of the Shares, in any jurisdiction outside the United
States. If the Investor is located outside the United States, it has or will
take all actions necessary for the sale of the Shares to comply with all
applicable laws and regulations in each foreign jurisdiction in which it
purchases, offers, sells or delivers Shares or has in its possession or
distributes any offering material, in all cases at its own expense.

          4.3  REGISTRATION REQUIRED. The Investor hereby covenants with the
Company not to make any sale of the Shares without complying with the provisions
of this Agreement, including Section 6.2 hereof, and without effectively causing
the prospectus delivery requirement under the Securities Act to be satisfied
(unless the Investor is selling such Shares in a transaction not subject to the
prospectus delivery requirement), and the Investor acknowledges that the
certificates evidencing the Shares will be imprinted with a legend that
prohibits their transfer except in accordance therewith. The Investor
acknowledges that as set forth in, and subject to the provisions of, Section
6.2, there may occasionally be times when the Company, based on the advice of
its counsel, determines that it must suspend the use of the Prospectus forming a
part of the Registration Statement until such time as an amendment to the
Registration Statement has been filed by the Company and declared effective by
the SEC or until the Company has amended or supplemented such Prospectus.

          4.4  POWER AND AUTHORITY. The Investor further represents and warrants
to, and covenants with, the Company that (i) the Investor has full right, power,
authority and capacity to enter into this Agreement and to consummate the
transactions contemplated hereby and has taken all necessary

<PAGE>

action to authorize the execution, delivery and performance of this Agreement,
and (ii) this Agreement constitutes a valid and binding obligation of the
Investor enforceable against the Investor in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' and contracting
parties' rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law) and except as the indemnification agreements
of the Investors herein may be legally unenforceable.

          4.5  NO DISPOSITIONS. Except with the prior written consent of the
Company, the Investor will not, prior to the earlier of (i) the effectiveness of
the Registration Statement, or (ii) the filing of the Annual Report on Form 10-K
for the fiscal year ending January 31, 2002, sell, offer to sell, solicit offers
to buy, dispose of, loan, pledge or grant any right with respect to
(collectively, a "DISPOSITION"), the Common Stock of the Company, nor will
Investor engage in any hedging or other transaction which is designed to or
could reasonably be expected to lead to or result in a Disposition of Common
Stock of the Company by the Investor or any other person or entity. Such
prohibited hedging or other transactions would include, without limitation,
effecting any short sale or having in effect any short position (whether or not
such sale or position is against the box and regardless of when such position
was entered into) or any purchase, sale or grant of any right (including,
without limitation, any put or call option) with respect to the Common Stock of
the Company or with respect to any security (other than a broad-based market
basket or index) that includes, relates to or derives any significant part of
its value from the Common Stock of the Company.

          4.6  NO TAX OR LEGAL ADVICE. The Investor understands that nothing in
this Agreement, or any other materials presented to the Investor in connection
with the purchase and sale of the Shares constitutes legal, tax or investment
advice. The Investor has consulted such legal, tax and investment advisors as
it, in its sole discretion, has deemed necessary or appropriate in connection
with its purchase of Shares.

     5.   SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.
Notwithstanding any investigation made by any party to this Agreement or by the
Placement Agent, all covenants, agreements, representations and warranties made
by the Company and the Investor herein shall survive the execution of this
Agreement, the delivery to the Investor of the Shares being purchased and the
payment therefor.

     6.   REGISTRATION OF THE SHARES; COMPLIANCE WITH THE SECURITIES ACT.

          6.1  REGISTRATION PROCEDURES AND EXPENSES. The Company shall:

               (a)  subject to receipt of necessary information from the
Investors, prepare and file with the SEC, as soon as practicable, but in no
event later than ten (10) business days after the Closing Date, a registration
statement on Form S-3 (the "REGISTRATION STATEMENT") to enable the resale of the
Shares by the Investors from time to time through the automated quotation system
of the Nasdaq Stock Market or in privately-negotiated transactions;

               (b)  use its best efforts, subject to receipt of necessary
information from the Investors, to cause the Registration Statement to become
effective as soon as practicable, but shall in any event exercise its best
efforts to cause the Registration Statement to become effective no later than
sixty (60) days after the Registration Statement is filed by the Company. If the
Registration Statement has not been declared effective by the SEC on or before
the date that is 90 days after the Closing Date, the Company shall, on the 91st
day after the Closing Date and each 30th day thereafter, issue to the Investor
..01 additional shares of Common Stock (which shall be deemed to be Shares), up
to a maximum of .09 additional shares of Common Stock, for every Share purchased
in the Offering until the Registration

<PAGE>

Statement is declared effective by the SEC (rounded up to the nearest Share
after aggregating all Shares held by the Investor);

               (c)  use its reasonable efforts to prepare and file with the SEC
such amendments and supplements to the Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep the Registration
Statement current and effective for a period not exceeding, with respect to each
Investor's Shares purchased hereunder, the earlier of (i) the second anniversary
of the Closing Date, (ii) the date on which the Investor may sell all Shares
then held by the Investor without restriction by the volume limitations of Rule
144(e) of the Securities Act or (iii) such time as all Shares purchased by such
Investor in this Offering have been sold;

               (d)  furnish to the Investor with respect to the Shares
registered under the Registration Statement such number of copies of the
Registration Statement, Prospectuses (including supplemental prospectuses) and
preliminary versions of the Prospectus filed with the Securities Exchange
Commission ("PRELIMINARY PROSPECTUSES") in conformity with the requirements of
the Securities Act and such other documents as the Investor may reasonably
request, in order to facilitate the public sale or other disposition of all or
any of the Shares by the Investor, provided, however, that unless waived by the
Company in writing, the obligation of the Company to deliver copies of
Prospectuses or Preliminary Prospectuses to the Investor shall be subject to the
receipt by the Company of reasonable assurances from the Investor that the
Investor will comply with the applicable provisions of the Securities Act and of
such other securities or blue sky laws as may be applicable in connection with
any use of such Prospectuses or Preliminary Prospectuses;

               (e)  file documents required of the Company for normal blue sky
clearance in states reasonably specified in writing by the Investor prior to the
effectiveness of the Registration Statement, provided, however, that the Company
shall not be required to qualify to do business or consent to service of process
in any jurisdiction in which it is not now so qualified or has not so consented;

               (f)  bear all expenses (other than professional fees incurred by
the Investors and underwriting discounts and commissions, if any) in connection
with the procedures in paragraph (a) through (e) of this Section 6.1 and the
registration of the Shares pursuant to the Registration Statement; and

               (g)  advise the Investors, promptly after it shall receive notice
or obtain knowledge of the issuance of any stop order by the SEC delaying or
suspending the effectiveness of the Registration Statement or of the initiation
of any proceeding for that purpose; and it will promptly use its commercially
reasonable efforts to prevent the issuance of any stop order or to obtain its
withdrawal at the earliest possible moment if such stop order should be issued.

               (h)  With a view to making available to the Investor the benefits
of Rule 144 (or its successor rule) and any other rule or regulation of the SEC
that may at any time permit the Investor to sell Shares to the public without
registration, the Company covenants and agrees to: (i) make and keep public
information available, as those terms are understood and defined in Rule 144,
until the earlier of (A) such date as all of the Investor's Shares may be resold
pursuant to Rule 144(k) or any other rule of similar effect or (B) such date as
all of the Investor's Shares shall have been resold; (ii) file with the SEC in a
timely manner all reports and other documents required of the Company under the
Securities Act and under the Exchange Act; and (iii) furnish to the Investor
upon request, as long as the Investor owns any Shares, (A) a written statement
by the Company that it has complied with the reporting requirements of the
Securities Act and the Exchange Act, (B) a copy of the Company's most recent
Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other
information as may be reasonably requested in order to avail the Investor of any
rule or regulation of the SEC that permits the selling of any such Shares
without registration.

<PAGE>

     It shall be a condition precedent to the obligations of the Company to take
any action pursuant to this Section 6.1 that the Investor shall furnish to the
Company such information regarding itself, the Shares to be sold by Investor,
and the intended method of disposition of such securities as shall be required
to effect the registration of the Shares.

     The Company understands that the Investor disclaims being an underwriter,
but the Investor being deemed an underwriter by the SEC shall not relieve the
Company of any obligations it has hereunder.

          6.2  TRANSFER OF SHARES AFTER REGISTRATION; SUSPENSION.

               (a)  The Investor agrees that it will not effect any Disposition
of the Shares or its right to purchase the Shares that would constitute a sale
within the meaning of the Securities Act, other than transactions exempt from
the registration requirements of the Securities Act, except as contemplated in
the Registration Statement referred to in Section 6.1 and as described below,
and that it will promptly notify the Company of any changes in the information
set forth in the Registration Statement regarding the Investor or its plan of
distribution.

               (b)  Except in the event that paragraph (c) below applies, the
Company shall: (i) if deemed necessary by the Company, prepare and file from
time to time with the SEC a post-effective amendment to the Registration
Statement or a supplement to the related Prospectus or a supplement or amendment
to any document incorporated therein by reference or file any other required
document so that such Registration Statement will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
so that, as thereafter delivered to purchasers of the Shares being sold
thereunder, such Prospectus will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading; (ii) provide the Investor copies of any documents
filed pursuant to Section 6.2(b)(i); and (iii) upon request, inform each
Investor who so requests that the Company has complied with its obligations in
Section 6.2(b)(i) (or that, if the Company has filed a post-effective amendment
to the Registration Statement which has not yet been declared effective, the
Company will notify the Investor to that effect, will use its reasonable efforts
to secure the effectiveness of such post-effective amendment as promptly as
possible and will promptly notify the Investor pursuant to Section 6.2(b)(i)
hereof when the amendment has become effective).

               (c)  Subject to paragraph (d) below, in the event: (i) of any
request by the SEC or any other federal or state governmental authority during
the period of effectiveness of the Registration Statement for amendments or
supplements to a Registration Statement or related Prospectus or for additional
information; (ii) of the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose;
(iii) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Shares for sale in any jurisdiction or the initiation of any proceeding for such
purpose; or (iv) of any event or circumstance which the Company believes
necessitates the making of any changes in the Registration Statement or
Prospectus, or any document incorporated or deemed to be incorporated therein by
reference, so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or any omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or any omission to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; then the Company shall promptly deliver a certificate in writing to
the Investor (the "SUSPENSION NOTICE") to the effect of the foregoing and, upon
receipt of such Suspension Notice, the Investor will refrain from selling

<PAGE>

any Shares pursuant to the Registration Statement (a "SUSPENSION") until the
Investor's receipt of copies of a supplemented or amended Prospectus prepared
and filed by the Company, or until it is advised in writing by the Company that
the current Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in any such Prospectus. In the event of any Suspension, the Company will use its
reasonable efforts to cause the use of the Prospectus so suspended to be resumed
as soon as reasonably practicable within 30 days after delivery of a Suspension
Notice to the Investors. In addition to and without limiting any other remedies
(including, without limitation, at law or at equity) available to the Investor,
the Investor shall be entitled to specific performance in the event that the
Company fails to comply with the provisions of this Section 6.2(c).

               (d)  Notwithstanding the foregoing paragraphs of this Section
6.2, the Investor shall not be prohibited from selling Shares under the
Registration Statement as a result of Suspensions on more than two occasions of
not more than 30 days each in any twelve month period, and any such Suspension
must be separated by a period of at least thirty (30) days from a prior
Suspension.

               (e)  Provided that a Suspension is not then in effect the
Investor may sell Shares under the Registration Statement, provided that it
arranges for delivery of a current Prospectus to the transferee of such Shares.
Upon receipt of a request therefor, the Company will provide an adequate number
of current Prospectuses to the Investor and to any other parties requiring such
Prospectuses.

               (f)  In the event of a sale of Shares by the Investor, unless
such requirement is waived by the Company in writing, the Investor must also
deliver to the Company's transfer agent, with a copy to the Company, a
Certificate of Subsequent Sale substantially in the form attached hereto as
Exhibit C, so that the shares may be properly transferred.

          6.3  INDEMNIFICATION. For the purpose of this Section 6.3

               (a)  the term "SELLING STOCKHOLDER" shall include the Investor
and each person, if any, who controls the Investor within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act;

               (b)  the term "REGISTRATION STATEMENT" shall include any final
Prospectus, exhibit, supplement or amendment included in or relating to, and any
document incorporated by reference in, the Registration Statement (or deemed to
be a part thereof) referred to in Section 6.1; and

               (c)  the term "UNTRUE STATEMENT" shall include any untrue
statement or alleged untrue statement, or any omission or alleged omission to
state in the Registration Statement a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

                    (i)  The Company agrees to indemnify and hold harmless each
Selling Stockholder from and against any losses, claims, damages or liabilities
to which such Selling Stockholder may become subject (under the Securities Act
or otherwise) insofar as such losses, claims, damages or liabilities (or actions
or proceedings in respect thereof) arise out of, or are based upon (i) any
untrue statement of a material fact contained in the Registration Statement (ii)
any material inaccuracy in the representations and warranties of the Company
contained in the Agreement or the failure of the Company to perform its
obligations hereunder, or (iii) any material failure by the Company to fulfill
any material undertaking included in the Registration Statement, and the Company
will reimburse such Selling Stockholder for any reasonable legal or other
expenses reasonably incurred in investigating, defending or preparing to defend
any such action, proceeding or claim, provided, however, that the Company shall
not be liable in any such case to the extent that such loss, claim, damage or
liability arises

<PAGE>

out of, or is based upon, an untrue statement made in such Registration
Statement in reliance upon and in conformity with written information furnished
to the Company by or on behalf of such Selling Stockholder specifically for use
in preparation of the Registration Statement or the failure of such Selling
Stockholder to comply with its covenants and agreements contained in Sections
4.1, 4.2, 4.3, 4.5 or 6.2 hereof or any statement or omission in any Prospectus
that is corrected in any subsequent Prospectus that was delivered to the
Investor prior to the pertinent sale or sales by the Investor.

                    (ii) The Investor agrees to indemnify and hold harmless the
Company (and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act, each officer of the Company who signs the
Registration Statement and each director of the Company) from and against any
losses, claims, damages or liabilities to which the Company (or any such
officer, director or controlling person) may become subject (under the
Securities Act or otherwise), insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of, or are
based upon, (i) any failure to comply with the covenants and agreements
contained in Section 4.1, 4.2, 4.3, 4.5 or 6.2 hereof, or (ii) any untrue
statement of a material fact contained in the Registration Statement if such
untrue statement was made in reliance upon and in conformity with written
information furnished by or on behalf of the Investor specifically for use in
preparation of the Registration Statement, and the Investor will reimburse the
Company (or such officer, director or controlling person), as the case may be,
for any legal or other expenses reasonably incurred in investigating, defending
or preparing to defend any such action, proceeding or claim. The obligation to
indemnify shall be limited to the net amount of the proceeds received by the
Investor from the sale of the Shares pursuant to the Registration Statement.

                    (iii) Promptly after receipt by any indemnified person of a
notice of a claim or the beginning of any action in respect of which indemnity
is to be sought against an indemnifying person pursuant to this Section 6.3,
such indemnified person shall notify the indemnifying person in writing of such
claim or of the commencement of such action, but the omission to so notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party under this Section 6.3 (except to the extent that such
omission materially and adversely affects the indemnifying party's ability to
defend such action) or from any liability otherwise than under this Section 6.3.
Subject to the provisions hereinafter stated, in case any such action shall be
brought against an indemnified person, the indemnifying person shall be entitled
to participate therein, and, to the extent that it shall elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, shall be entitled to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified person. After notice
from the indemnifying person to such indemnified person of its election to
assume the defense thereof (unless it has failed to assume the defense thereof
and appoint counsel reasonably satisfactory to the indemnified party), such
indemnifying person shall not be liable to such indemnified person for any legal
expenses subsequently incurred by such indemnified person in connection with the
defense thereof, provided, however, that if there exists or shall exist a
conflict of interest that would make it inappropriate, in the reasonable opinion
of counsel to the indemnified person, for the same counsel to represent both the
indemnified person and such indemnifying person or any affiliate or associate
thereof, the indemnified person shall be entitled to retain its own counsel at
the expense of such indemnifying person; provided, however, that no indemnifying
person shall be responsible for the fees and expenses of more than one separate
counsel (together with appropriate local counsel) for all indemnified parties.
In no event shall any indemnifying person be liable in respect of any amounts
paid in settlement of any action unless the indemnifying person shall have
approved the terms of such settlement; provided that such consent shall not be
unreasonably withheld. No indemnifying person shall, without the prior written
consent of the indemnified person, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified person is or could
reasonably have been a party and indemnification could have been sought
hereunder by such indemnified person, unless such settlement includes an
unconditional release of such indemnified person from all liability on claims
that are the subject matter of such proceeding.

<PAGE>

                    (iv) If the indemnification provided for in this Section 6.3
is unavailable to or insufficient to hold harmless an indemnified party under
subsection (i) or (ii) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the Company on the one hand and the Investors
on the other in connection with the statements or omissions or other matters
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative fault shall be determined by reference to, among other things, in the
case of an untrue statement, whether the untrue statement relates to information
supplied by the Company on the one hand or an Investor on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement. The Company and the Investors agree
that it would not be just and equitable if contribution pursuant to this
subsection (iv) were determined by pro rata allocation (even if the Investors
were treated as one entity for such purpose) or by any other method of
allocation which does not take into account the equitable considerations
referred to above in this subsection (iv). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (iv) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (iv), no Investor
shall be required to contribute any amount in excess of the amount by which the
gross amount received by the Investor from the sale of the Shares to which such
loss relates exceeds the amount of any damages which such Investor has otherwise
been required to pay by reason of such untrue statement. The Investors'
obligations in this subsection to contribute are several in proportion to their
sales of Shares to which such loss relates and not joint.

                    (v)  The parties to this Agreement hereby acknowledge that
they are sophisticated business persons who were represented by counsel during
the negotiations regarding the provisions hereof including, without limitation,
the provisions of this Section 6.3, and are fully informed regarding said
provisions. They further acknowledge that the provisions of this Section 6.3
fairly allocate the risks in light of the ability of the parties to investigate
the Company and its business in order to assure that adequate disclosure is made
in the Registration Statement as required by the Securities Act and the Exchange
Act.

          6.4  TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions
precedent imposed by Section 4 or this Section 6 upon the transferability of the
Shares shall cease and terminate as to any particular number of the Shares when
the sale of such Shares shall have been effectively registered under the
Securities Act and sold or otherwise disposed of in accordance with the intended
method of disposition set forth in the Registration Statement covering such
Shares or at such time as an opinion of counsel satisfactory to the Company
shall have been rendered to the effect that such conditions are not necessary in
order to comply with the Securities Act.

          6.5  INFORMATION AVAILABLE. So long as the Registration Statement is
effective covering the resale of Shares owned by the Investor, the Company will
furnish to the Investor:

               (a)  as soon as practicable after it is available, one copy of
(i) its Annual Report to Stockholders (which Annual Report shall contain
financial statements audited in accordance with generally accepted accounting
principles by a national firm of certified public accountants) and (ii) if not
included in substance in the Annual Report to Stockholders, its Annual Report on
Form 10-K (the foregoing, in each case, excluding exhibits);

<PAGE>

               (b)  upon the reasonable request of the Investor, all exhibits
excluded by the parenthetical to subparagraph (a)(ii) of this Section 6.5 as
filed with the SEC and all other information that is made available to
stockholders; and

               (c)  upon the reasonable request of the Investor, an adequate
number of copies of the Prospectuses to supply to any other party requiring such
Prospectuses; and the Company, upon the reasonable request of the Investor, will
meet with the Investor or a representative thereof at the Company's headquarters
to discuss all information relevant for disclosure in the Registration Statement
covering the Shares and will otherwise cooperate with the Investor conducting an
investigation for the purpose of reducing or eliminating the Investor's exposure
to liability under the Securities Act, including the reasonable production of
information at the Company's headquarters; provided, that the Company shall not
be required to disclose any confidential information to or meet at its
headquarters with the Investor until and unless the Investor shall have entered
into a confidentiality agreement in form and substance reasonably satisfactory
to the Company with the Company with respect thereto.

          6.6  PUBLIC STATEMENTS. The Company will not issue any public
statement, press release or any other public disclosure listing Investor as one
of the purchasers of the Shares without Investor's prior written consent, except
as may be required by applicable law or rules of any exchange on which the
Company's securities are listed.

     7.   NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing, shall be mailed (A) if within domestic United
States by first-class registered or certified airmail, or nationally recognized
overnight express courier, postage prepaid, or by facsimile, or (B) if delivered
from outside the United States, by International Federal Express (or comparable
service) or facsimile, and shall be deemed given (i) if delivered by first-class
registered or certified mail domestic, three business days after so mailed, (ii)
if delivered by nationally recognized overnight carrier, one (1) business day
after so mailed, (iii) if delivered by International Federal Express (or
comparable service), two (2) business days after so mailed, (iv) if delivered by
facsimile, upon electric confirmation of receipt and shall be delivered as
addressed as follows:

                     (a) if to the Company, to:

                         Carreker Corporation
                         4055 Valley View Lane, Suite 1000
                         Dallas, Texas 75244
                         Attn:  John D. Carreker, Jr.
                         Chief Executive Officer
                         Phone:  (972) 458-1981
                         Telecopy:  (972) 701-0758

                         with a copy mailed to:

                         Carreker Corporation
                         4055 Valley View Lane, Suite 1000
                         Dallas, Texas 75244
                         Attn:  Todd Mongan, Esq.
                         Phone:  (972) 371-1709
                         Telecopy:  (972) 701-0758

                    (b)  if to the Investor, at its address on the Signature
Page hereto, or at such other address or addresses as may have been furnished to
the Company in writing.

<PAGE>

     8.   CHANGES. This Agreement may not be modified or amended except pursuant
to an instrument in writing signed by the Company and the Investor.

     9.   HEADINGS. The headings of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be
part of this Agreement.

     10.  SEVERABILITY. In case any provision contained in this Agreement should
be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.

     11.  GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of Texas, without giving effect
to the principles of conflicts of law.

     12.  COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.

     13.  CONFIDENTIAL DISCLOSURE AGREEMENT. Notwithstanding any provision of
this Agreement to the contrary, any confidential disclosure agreement previously
executed by the Company and the Investor in connection with the transactions
contemplated by this Agreement shall remain in full force and effect in
accordance with its terms following the execution of this Agreement and the
consummation of the transactions contemplated hereby.