Exhibit 10.1

FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into to be effective as of July 31,
2003, between CARREKER CORPORATION, a Delaware corporation ("Borrower"), each of the banks or other lending institutions which is a signatory to this
Amendment (collectively, "Lenders"), and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), individually as a Lender and Issuing Bank and
as Administrative Agent (in such capacity, together with its successors and assigns, "Administrative Agent"), and COMERICA BANK as Syndication Agent.

R E C I T A L S

A.    Borrower,
Administrative Agent, Syndication Agent, and Lenders are parties to the Credit Agreement, dated June 6, 2001 (as renewed, extended, modified, and amended
from time to time, the "Credit Agreement"), providing for a line of credit and a letter of credit facility to Borrower by the Lenders therein.

B.    Borrower
has requested an amendment to the Credit Agreement to, among other things, extend the Maturity Date, reduce the Maximum Commitment to $30,000,000, reset certain
financial covenants, revise the pricing levels, amend the commitment fee provisions, and pledge the limited liability company interest of Carretek, LLC, a Delaware limited liability company, to
Administrative Agent under the Security Agreement.

C.    Borrower,
the Administrative Agent, the Syndication Agent, and Required Lenders now desire to amend the Credit Agreement as requested by Borrower.

NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Administrative Agent, Syndication Agent, and Required Lenders
agree as follows:

1.     TERMS AND REFERENCES. Unless otherwise stated in this document (a) terms defined in the Credit Agreement have the
same meanings when used in this document and (b) references to "Sections," "Schedules," and
"Exhibits" are to the Credit Agreement's sections, schedules, and exhibits.

2.     AMENDMENTS. The Credit Agreement is hereby amended as follows:



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|                                                 |  | APPLICABLE MARGIN (PER ANNUM) |  
|------------------------------------------------ |  | ----------------------------- | -
|
|Greater than 1.50                                |  | 2.25                          | %
|Greater than 1.00 but less than or equal to 1.50 |  | 1.75                          | %
|Less than or equal to 1.00                       |  | 1.25                          | %

"Fee Letter" means that certain Fee Letter, dated July 7, 2003, by and among Borrower, JPMorgan, and the Arranger, as such letter may be amended,
supplemented, restated, or otherwise modified from time to time.



"JPMorgan" means JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), in its individual capacity as Lender, and not as Administrative
Agent.





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3.     AMENDMENT OF CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS; COVENANTS.



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4.     CONDITIONS PRECEDENT.Notwithstanding any contrary provision herein, the amendments described in Paragraph 2above are not
effective unless and until:



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[Remainder of Page Intentionally Left Blank; Signature Pages to Follow]

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Signature Page to Fourth Amendment to Credit Agreement,Dated as of July 31, 2003  amending Credit Agreement, dated June 6, 2001,  by and among Carreker Corporation, as
Borrower,  J.P. Morgan Chase Bank, as Administrative Agent,  and the Lenders named on Schedule 2.01 thereto

| |  | CARREKER CORPORATION                                                                     
| |  | -----------------------------------------------------------------------------------------
| |  | By:                                                                                      
| |  | JPMORGAN CHASE BANK,individually as a Lender and Issuing Bank and as Administrative Agent
| |  | By:                                                                                      

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Signature Page to Fourth Amendment to Credit Agreement,Dated as of July 31, 2003  amending Credit Agreement, dated June 6, 2001,  by and among Carreker Corporation, as
Borrower,  J.P. Morgan Chase Bank, as Administrative Agent,  and the Lenders named on Schedule 2.01 thereto

| |  | COMPASS BANK.
| |  | -------------
| |  | By:          
| |  | COMERICA BANK
| |  | By:          

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