**Exhibit 10.1**

CARREKER CORPORATION

SENIOR EXECUTIVE

AMENDEDAND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated EmploymentAgreement (the “Agreement”) is dated as of October 11, 2006, between CarrekerCorporation, a Delaware corporation with its principal executive offices at4055 Valley View Lane, Suite 1000, Dallas, Texas 75244 (the “Company”), andSuzette Massie (the “Executive”) who resides at 4517 Voyager Drive, Frisco,Texas 75034.

W I T N E S S E T H:

WHEREAS, the Executive and theCompany desire to define the terms of the employment of the Executive with theCompany;

NOW, THEREFORE, for and inconsideration of the premises and the mutual covenants contained herein, andfor other good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged, and subject to the terms and conditions hereinafter setforth, the parties hereto agree as follows:

1.                                       DEFINITIONS.

In addition to the words and terms elsewheredefined in this Agreement, the following words and terms as used herein shallhave the following meanings, unless the context or use indicates a differentmeaning:

“Cause” means (a) any act by theExecutive that is materially adverse to the best interests of the Company andwhich, if the subject of a criminal proceeding, could result in a criminalconviction for a felony or (b) the failure by the Executive to substantiallyperform his/her duties hereunder, which duties are within the control of theExecutive (other than the failure resulting from the Executive’s incapacity dueto physical or mental illness), provided, however, that the Executive shall notbe deemed to be terminated for Cause under this subsection (b) unless and until(1) after the Executive receives written notice from the Company specifyingwith reasonable particularity the actions of Executive which constitute aviolation of this subsection (b) and (2) within a period of 30 days afterreceipt of such notice (and during which the violation is within the control ofthe Executive), Executive fails to reasonably and prospectively cure suchviolation.

“Good Reason” means theoccurrence of a Triggering Event (as defined below) and (A) without his/herprior concurrence, theCompany materially diminishes the Executive’s duties,assigns to the Executive duties inconsistent with his/her designated position,or reduces the Executive’s Base Salary or Targeted Bonus (as defined below) toan amount less than previously determined or established by the Chairman orBoard of Directors, (B) the Company’s or anysubsidiary’s requiring the Executive to perform services at any locationoutside the Dallas, Texas metropolitan area, other than reasonable businesstravel consistent with the requirements of the business , or (C) any change in any Executive benefit plansor

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arrangements in effect on the date hereof in which the Executiveparticipates (including without limitation any pension and retirement plan,savings and profit sharing plan, stock ownership or purchase plan, stock optionplan, or life, medical or disability insurance plan), which would adverselyaffect the Executive’s rights or benefits thereunder, unless such change occurspursuant to a program applicable to all executive officers of the Company anddoes not result in a proportionately greater reduction in the rights of orbenefits to the Executive as compared to any other executive officer of theCompany,.

“Triggering Date” means the dateof a Triggering Event.

“Triggering Event” means an eventof a nature that would be required to be reported by the Company in response toItem 6(d) of Schedule 14A of Regulation 14A promulgated under the Exchange Act;provided that, without limitation, such an event shall be deemed to haveoccurred if (a) any person or group (as such terms are used in Section13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (asdefined in Rule 13d-3 under the Exchange Act), directly or indirectly, ofsecurities of the Company representing more than 50% of the combined votingpower of the Company’s then outstanding securities, or (b) there are serving asdirectors two or more persons who were elected as members of the Board ofDirectors and were not nominated by management or the Board of Directors of theCompany to serve on the Board of Directors of the Company, or (c) theCompany is merged or consolidated with another corporation and as a result ofsuch merger or consolidation less than 51% of the outstanding voting securitiesof the surviving or resulting corporation are owned in the aggregate by theformer shareholders of the Company, excluding for purposes of such calculationshares of the voting securities of the Company owned by a party to such mergeror consolidation or affiliates (within the meaning of the Exchange Act) of suchparty, as the same existed immediately prior to such merger or consolidation,or (d) a liquidation or dissolution of the Company, or (e) a significantreorganization of the Company occurs, such as a spin-off, sale of assets orother restructuring, and as a result the duties and responsibilities of theExecutive are materially reduced.

2.                                       EMPLOYMENT.

The Company hereby employs the Executive and theExecutive hereby accepts employment on the terms and conditions set forthherein.

3.                                       TERM.

The term of this Agreementshall commence on the date of execution hereof and may be terminated only inaccordance with the provisions of Section 9 of this Agreement.

4.                                       SALARY.

(a)           For all services rendered by the Executive under thisAgreement, the Company shall pay the Executive a base salary as establishedeach fiscal year by the Chairman or Board of Directors (“Base Salary”) which Base Salary shall atno time be less than the amount in effect at the date of this Agreement, payable in accordance with the Company’scustomary payroll practices.

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(b)           The Executive shall be entitled to participate in anyemployee bonus plan or arrangement made available by the Chairman or Board ofDirectors in the future to its executive officers, subject to and on a basisconsistent with the terms, conditions and overall administration of such planor arrangement, in a maximum potential amount as established by Executive’soffer letter or other written communication (“Targeted Bonus”).

(c)           The Executive shall be entitled to participate in orreceive benefits under any employee benefit plan or arrangement (collectivelyreferred to as “Benefits”) made available by the Company in the future to itsexecutive officers and key management personnel, subject to and on a basisconsistent with the terms, conditions and overall administration of such planor arrangement.  Nothing paid to theExecutive under any plan or arrangement presently in effect or made availablein the future shall be deemed to be in lieu of the salary payable to theExecutive pursuant to Subsection 4(a) and 4(b).

5.                                       POSITION.

TheExecutive shall be engaged in an executive capacity as a senior officer of theCompany.  The Executive will serve on theexecutive/management committee of the Company that sets policy and strategyfor, and directs and manages the implementation and execution of, the businessof, the Company and its affiliates.Theprecise services of the Executive may be extended or curtailed from time totime at the direction of the Chairman or Board of Directors of the Company, provided that theExecutive’s authority, duties and responsibilities shall be at leastcommensurate in all material respects with those provided for herein andexercised by Executive at the date of this Agreement..

6.                                       DUTIES.

During the Employment Period, and excludingany periods of vacation and sick leave to which the Executive is entitled, theExecutive agrees to devote reasonable attention and time during normal businesshours to the business and affairs of the Company and, to the extent necessaryto discharge the responsibilities assigned to the Executive hereunder, to usethe Executive’s reasonable best efforts to perform faithfully and efficientlysuch responsibilities.  During theEmployment Period it shall not be a violation of this Agreement for theExecutive to (A) serve on corporate, civic or charitable boards or committees,and (B) manage personal investments, so long as such activities do notsignificantly interfere with the performance of the Executive’sresponsibilities as an employee of the Company in accordance with thisAgreement.

7.                                       DISABILITY.

If the Executive is unable to perform his/herservices by reason of illness or incapacity for a continuous period in excessof six months, unless otherwise required by the provisions of Sections 10or 24 of this Agreement, compensation otherwise payable by the Companyshall cease and any future payments to the Executive shall be subject to theterms and provisions of long-term disability insurance coverage, if any,maintained by the Company.  Notwithstandinganything herein to the contrary, the Chairman or Board of Directors of theCompany may terminate the Executive’s employment with the Company under thisAgreement at any time after the Executive shall be absent from his/heremployment, for whatever reason, for a continuous period of more than sixmonths, and, except for any obligations of the Company under Sections 10,24, and 27 of this Agreement, all other obligations of the Companyhereunder shall cease upon such termination.

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8.                                       COMPENSATION AFTER DEATH.

If the Executive dies during the term of his/heremployment, the Company shall pay to such person as the Executive shalldesignate in a notice filed with the Company, or, if no such person shall bedesignated, to his/her estate as a lump sum death benefit, all earnedand unpaid base salary, prorated bonuses (if any) for that portion of the yearof his/her death during which he worked, other bonuses (if any) accrued andpayable, and accrued benefits, all as of the date of his/her death, in addition to any payments the Executive’sspouse, beneficiaries, or estate may be entitled to receive pursuant to anypension or employee benefit plan or life insurance policy which may bemaintained by the Company, and such payments shall fully discharge the Company’sobligations hereunder.

9.                                       TERMINATION.

9.1                                 Termination Prior to the Triggering Date.

(a)           Upon 60 days’ prior written notice to the Executive andprior to the Triggering Date, the Company may terminate the Executive’semployment with the Company under this Agreement with or without Cause.

(b)           Prior to the Triggering Date, the Executive may terminatehis/her employment with the Company under this Agreement by giving 60 days’prior written notice of his/her desire to the Chairman or Board of Directors ofthe Company.  The Executive will continueto receive his/her Base Salary and Benefits through the date of terminationwith no liability on the part of the Company for further payments to theExecutive unless Executive terminates his/her employment pursuant to Section9.1(c)(ii), at which time Sections 9.1(c) and (d) shall apply.

(c)           In the event that (i) the Company terminates the Executive’semployment for any reason other than for Cause and at a time when Executive isnot eligible to receive benefits under the Company’s Long Term Disability Plan;or (ii) the Executive terminates his/her employment as a result of any of thefollowing reasons: (A) without the Executive’s consent the Company materiallydiminishes the scope of the Executive’s duties, assigns to the Executive dutiesmaterially inconsistent with his/her designated position, or reduces theExecutive’s Base Salary or Targeted Bonus to an amount less than previouslydetermined or established by the Chairman or Board of Directors, (B) theCompany’s or any subsidiary’s requiring the Executive to perform services atany location outside the Dallas, Texas metropolitan area, other than reasonablebusiness travel, or (C) the Company breachedany of its material obligations under this Agreement and such breach is notcured within 30 days after written notice thereof by the Executive; then theCompany shall pay the Executive severance payments in an amount equal to thesum of the (x) Executive’s annualized Base Salary in effect at the time of suchtermination, (“Annual Base Salary”) and (y) an amount equal to the maximum Targeted Bonus thatcould have been payable to Executive (not to exceed fifty percent (50%) ofAnnual Base Salary) for the fiscal year during which notice of such terminationoccurs (“Bonus”)  (provided, however, that if the basis forExecutive’s termination is the reduction in his/her Base Salary, the severancepay shall be based on the Base Salary in effect prior to such reduction).  The severance payments shall be made ininstallments over a period of 12 months. Notwithstanding the foregoing, if the Executive terminates his/heremployment pursuant to clause (ii) above, he shall be entitled to the severancepayments provided for in this paragraph only if he gives written notice to theCompany of his/her termination of employment within 30 days after theoccurrence of the event or events specified in clause (ii) on which he baseshis/her termination and such

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notice specifies such event or events.

(d)           The severance payments provided for in this Section 9.1shall be in lieu of all severance payments or benefits to which the Executivemight otherwise be entitled under Company severance policies from time to timein effect, except for (i) accrued and unpaid Base Salary to the date oftermination, and (ii) any bonus or other compensation due with respect toperiods completed as of the date of termination.  Nothing contained in the foregoing shall beconstrued so as to affect the Executive’s rights or the Company’s obligationsrelating to agreements or benefits that are unrelated to termination ofemployment.

(e)           In the event that the Company terminates the Executive’semployment for Cause, the Company will have no liability on its part forfurther payments after the termination date to the Executive.

(f)            In voting upon such termination described in Subsection9.1(a), if the Executive is also a member of the Board of Directors of theCompany, then she may not vote on such termination, and the total number ofmembers of the Board of Directors will be reduced by one for purposes of votingon such termination.

9.2                                 Termination After the Triggering Date.

(a)           On or after the Triggering Date and irrespective ofwhether or not the Executive has given notice of termination of employmentpursuant to Section 9.2(c), the Company may terminate the Executive’semployment with the Company under this Agreement only for Cause and, subject tothe provisions of Sections 24 and 27 hereof, with no liability on its part forfurther payments to the Executive.

(b)           On or after the Triggering Date and irrespective of whetheror not the Executive has given notice of termination of employment pursuant toSection 9.2(c), if the Executive’s employment with the Company is terminatedwithout Cause or if Executive terminates his/her employment with the Companyfor Good Reason, the Executive will continue to accrue and receive his/her basesalary and Benefits through the date of termination and will be entitled toreceive the benefits provided for under Section 10 hereof.

(c)           On or after the Triggering Date, the Executive may, in his/hersole and absolute discretion and without any prior approval by the Board ofDirectors of the Company, and upon 60 days prior written notice to the Company,terminate his/her employment with the Company under this Agreement for anyreason whatsoever.  If the Executive’semployment with the Company under this Agreement is terminated pursuant to thisSubsection 9.2(c) and subject in all respects to the provisions of Section9.2(a) and (b), the Executive will continue to accrue and receive his/her basesalary and Benefits through the date of termination and will be entitled toreceive the benefits provided for under Section 10 hereof.  No termination of the Executive’s employmentwith the Company pursuant to Subsections 9.2(b) or (c) shall in any way terminatethe Company’s obligations under Sections 24 and 27 of this Agreement.

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10.                                 COMPENSATION AFTER CERTAIN TERMINATIONS.

If the Executive’s employment with the Company isterminated (whether such termination is by the Executive or by the Company) atany time on or within two years after the Triggering Date for any reason otherthan (a) termination by the Company for Cause, (b) the Executivehaving reached the age of 65, or (c) the Executive’s death, then, withinfive days after the date of such termination, the Company shall pay theExecutive a lump sum amount in cash equal to two (2) times the sum of the (x)Executive’s Annual Base Salary and (y) Bonus.

11.                                 TRANSFER OF ASSETS TO IRREVOCABLE TRUST.

On the Triggering Date or as soon thereafter asthe Company knows of the occurrence of a Triggering Event, the Company shalltransfer cash to the Irrevocable Trust created by the Irrevocable TrustAgreement, an executed copy of which is attached hereto as Exhibit A, in anamount no less than the total amount which would be payable to the Executivepursuant to Section 10 of this Agreement as if the Executive’s employmentterminated on the Triggering Date.  TheCompany shall take whatever steps are necessary to maintain the trustestablished pursuant to the Irrevocable Trust Agreement and shall comply withthe terms of the Irrevocable Trust Agreement both before and after theTriggering Date and until the Irrevocable Trust terminates by its own terms.

12.                                 MITIGATION.

The Executive shall not berequired to mitigate the amount of any payment provided for in this Agreementby seeking other employment or otherwise, nor shall the amount of any paymentprovided for in this Agreement be reduced by any compensation earned by theExecutive as the result of employment by another employer after the date oftermination of Executive’s employment with the Company, or otherwise.

13.                                 NON-COMPETE AND CONFIDENTIAL INFORMATION. 

13.1.                        Covenant Not to Compete. 

(i)    Compliancewith the provisions of this Section 13 is an express condition of the Executive’sright to receive payments, vesting, and benefits hereunder. The Executiveacknowledges and recognizes the confidential information and records providedby the Company, the benefits provided hereunder, and the professional trainingand experience he will receive from and the contacts he will be provided by theCompany, as well as the highly competitive nature of the Company’s business,and in consideration of all of the above, agrees that during the periodbeginning on the effective date of the Executive’s termination of employmentwith the Company (the “Date of Termination”) and ending twelve (12) monthsthereafter (the “Covered Time”), the Executive will not directly or indirectly,individually or as an employee, partner, officer, director, or stockholder(other than as the holder of less than 2% of the outstanding stock of apublicly-traded corporation) (a) solicit from or perform for any client of theCompany any services which are directly competitive with any of the serviceswhich the Company performs or solicits or (b) sell, license or lease anyproducts or services to any client of the Company which are directlycompetitive with any products or services which the Company sells, licenses, orleases. The Company will furnish to Executive, promptly after termination, alist of clients as if the date of Executive’s termination for purposes ofestablishing the definition of “client of the Company” under this Section 13.1, “.

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(ii)   The Executive agrees thatduring the term of this Agreement (including any extensions thereof) and forthe twenty-four (24) months thereafter, he shall not (i) directly or indirectlysolicit or attempt to solicit any of the employees, agents, consultants, orrepresentatives of the Company or affiliates of the Company to leave any ofsuch entities; or (ii) directly or indirectly solicit or attempt to solicit anyof the employees, agents, consultants or representatives of the Company oraffiliates of the Company to become employees, agents, representatives orconsultants of any other person or entity.

(iii)  The Executive understandsthat the provisions of Sections 13(a)(i) and (ii) may limit his ability to earna livelihood in a business similar to the business of the Company butnevertheless agrees and hereby acknowledges that the restrictions andlimitations thereof are reasonable in scope, area, and duration, are reasonablynecessary to protect the goodwill and business interests of the Company, andthat the consideration provided under this Agreement is sufficient to justifythe restrictions contained in such provisions. Accordingly, in considerationthereof and in light of the Executive’s education, skills and abilities, theExecutive agrees that he will not assert that, and it should not be consideredthat, such provisions are either unreasonable in scope, area, or duration, orwill prevent him from earning a living, or otherwise are void, voidable, orunenforceable or should be voided or held unenforceable.

13.2.                        Enforcement. 

(i)    The parties hereto agree and acknowledge thatthe covenants and agreements contained herein are reasonable in scope, area,and duration and necessary toprotect the reasonable competitive business interests of the Company,including, without limitation, the value of the proprietary information andgoodwill of the Company.

(ii)   The Executive agrees thatthe covenants and undertakings contained in Section 13 of this Agreement relateto matters which are of a special, unique and extraordinary character and thatthe Company cannot be reasonably or adequately compensated in damages in anaction at law in the event the Executive breaches any of these covenants orundertakings. Therefore, the Executive agrees that the Company shall beentitled, as a matter of course, without the need to prove irreparable injury,to an injunction, restraining order or other equitable relief from any court ofcompetent jurisdiction, restraining any violation or threatened violation ofany of such terms by the Executive and such other persons as the court shallorder. The Executive agrees to pay costs and legal fees incurred by the Companyin obtaining such injunction.

(iii)  Rights and remedies provided for in this Section 13(b) arecumulative and shall be in addition to rights and remedies otherwise availableto the parties under any other agreement or applicable law.

(iv)  In the eventthat any provision of this Agreement shall to any extent be held invalid,unreasonable or unenforceable in any circumstances, the parties hereto agreethat the remainder of this Agreement and the application of such provision ofthis Agreement to other circumstances shall be valid and enforceable to thefullest extent permitted by law. If any provision of this Agreement, or anypart thereof, is held to be unenforceable because of the scope or duration ofor the area covered by such provision, the parties hereto agree that the courtor arbitrator making such determination shall reduce the scope, duration and/orarea of such provision (and shall substitute appropriate provisions for anysuch unenforceable 

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provisions) in order to make such provision enforceable to the fullestextent permitted by law, and/or shall delete specific words and phrases, andsuch modified provision shall then be enforceable and shall be enforced. Theparties hereto recognize that if, in any judicial proceeding, a court shallrefuse to enforce any of the separate covenants contained in this Agreement,then that unenforceable covenant contained in this Agreement shall be deemedeliminated from these provisions to the extent necessary to permit theremaining separate covenants to be enforced. In the event that any court orarbitrator determines that the time period or the area, or both, areunreasonable and that any of the covenants is to that extent unenforceable, theparties hereto agree that such covenants will apply in the greatest geographical area thatwould not render them unenforceable.

(v)   In the event of theExecutive’s breach of this Section 13, in addition to all other rights theCompany may have hereunder or in law or in equity, all payments and benefitshereunder shall cease; all options, stock, and other securities granted by theCompany, including stock obtained through prior exercise of options, shall beimmediately forfeited (whether or not vested), and the original purchase price,if any, shall be returned to the Executive; and all profits received throughexercise of options or sale of stock, and all previous payments and benefitsmade or provided hereunder shall be promptly returned and repaid to the Company.

13.3.        ConfidentialInformation. The Executive shall hold in a fiduciary capacity for thebenefit of the Company all secret or confidential information, knowledge ordata relating to the Company or any of its affiliated companies, and theirrespective businesses, which shall have been obtained by the Executive duringthe Executive’s employment by the Company or any of its affiliated companiesand which shall not be or become public knowledge (other than by acts by theExecutive or representatives of the Executive in violation of this Agreement).After termination of the Executive’s employment with the Company, the Executiveshall not, without the prior written consent of the Company or as may otherwisebe required by law or legal process, communicate or divulge any suchinformation, knowledge or data to anyone other than the Company and thosedesignated by it. In no event shall an asserted violation of the provisions ofthis Section 13.3 constitute a basis for deferring or withholding any amountsotherwise payable to the Executive under this Agreement.

14.                                 ENTIRE AGREEMENT.

ThisAgreement embodies the entire agreement and understanding between the partieshereto with respect to the subject matter hereof and supersedes all priornegotiations, agreements, and understandings relating to such subject matter,and may be modified or amended only by an instrument in writing signed by theparties hereto.

15.                                 LAW TO GOVERN.

This Agreement is executed and delivered in theState of Texas and shall be governed, construed, and enforced in accordancewith the laws of the State of Texas.

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16.                                 ASSIGNMENT.

This Agreement is personal to the parties, andneither this Agreement nor any interest herein may be assigned (other than bywill or by the laws of descent and distribution) without the prior writtenconsent of the parties hereto nor be subject to alienation, anticipation, sale,pledge, encumbrance, execution, levy, or other legal process of any kindagainst the Executive or any of his/her beneficiaries or any other person.  Notwithstanding the foregoing, but subject tosatisfaction of the Company’s obligation to fund the Irrevocable Trust asprovided in Section 11, the Company shall be permitted to assign this Agreementto any corporation or other business entity succeeding to substantially all ofthe business and assets of the Company by merger, consolidation, sale ofassets, or otherwise, but only if by written agreement the Company’s successorassumes in full all of the Company’s obligations under this Agreement.  From and after assignment of this Agreementby the Company in accordance with the foregoing provisions, a Triggering Eventshall be deemed to have occurred. Failure by the Company to obtain such assumption prior to the effectivenessof such succession shall be a breach of this Agreement and shall entitle theExecutive to immediately receive compensation under this Agreement from theCompany and from the Company’s successor in the same aggregate amount and onthe same terms as he would be entitled to hereunder if he had voluntarilyterminated his/her employment with the Company for Good Reason after theTriggering Date, and, for purposes of implementing the foregoing, the date onwhich any such succession becomes effective shall be deemed the TriggeringDate.

17.                                 BINDING AGREEMENT.

Subject to the provisions ofSection 16 of this Agreement, this Agreement shall be binding upon andshall inure to the benefit of the Company and the Executive and theirrespective representatives, successors, and assigns.

18.                                 REFERENCES AND GENDER.

All references to “Sections” and “Subsections”contained herein are, unless specifically indicated otherwise, references tosections and subsections of this Agreement. Whenever herein the singular number is used, the same shall include theplural where appropriate, and words of any gender shall include each othergender where appropriate.

19.                                 WAIVER.

No waiver of any right under this Agreement shallbe deemed effective unless the same is set forth in writing and signed by theparty giving such waiver, and no waiver of any right shall be deemed to be awaiver of any such right in the future.

20.                                 NOTICES.

Except as may be otherwise specifically providedin this Agreement, all notices required or permitted hereunder shall be inwriting and will be deemed to be delivered when deposited in the United Statesmail, postage prepaid, registered or certified mail, return receipt requested,addressed to the parties at the respective addresses set forth herein, or atsuch other addresses as may have theretofore been specified by written noticedelivered in accordance herewith.

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21.                                 OTHER INSTRUMENTS.

The parties hereto covenant and agree that theywill execute such other and further instruments and documents as are or maybecome necessary or convenient to effectuate and carry out the terms of thisAgreement.

22.                                 HEADINGS.

The headings used in this Agreement are used forreference purposes only and do not constitute substantive matter to beconsidered in construing the terms of this Agreement.

23.                                 INVALID PROVISION.

Any clause, sentence, provision, section,subsection, or paragraph of this Agreement held by a court of competentjurisdiction to be invalid, illegal, or ineffective shall not impair,invalidate, or nullify the remainder of this Agreement, but the effect thereofshall be confined to the clause, sentence, provision, section, subsection, orparagraph so held to be invalid, illegal, or ineffective.

24.                                 RIGHTS UNDER PLANS AND PROGRAMS.

Anything in this Agreement to the contrarynotwithstanding, no provision of this Agreement is intended, nor shall it beconstrued, to reduce or in any way restrict any benefit to which the Executivemay be entitled under any agreement, plan, arrangement, or program providingbenefits for the Executive.

25.                                 MULTIPLE COPIES.

This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original and all of which shalltogether constitute one and the same instrument.  The terms of this Agreement shall become bindingupon each party from and after the time that he or it executed a copyhereof.  In like manner, from and afterthe time that any party executes a consent or other document, such consent orother document shall be binding upon such parties.

26.                                 WITHHOLDING OF TAXES.

The Company may withhold from any amounts payableunder this Agreement all federal, state, city, or other taxes as shall berequired pursuant to any law or government regulation or ruling.

27.                                 LEGAL FEES AND EXPENSES.

The Company shall pay and be responsible for alllegal fees and expenses which the Executive may incur as a result of theCompany’s failure to perform under this Agreement or as a result of the Companyor any successor contesting the validity or enforceability of this Agreement.

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28.                                 SET OFF OR COUNTERCLAIM.

Except with respect to any claim against or debtor other obligation of the Executive properly recorded on the books and recordsof the Company prior to the Triggering Date, there shall be no right of set offor counterclaim against, or delay in, any payment by the Company to theExecutive or his/her beneficiaries provided for in this Agreement in respect ofany claim against or debt or other obligation of the Executive, whether arisinghereunder or otherwise.

IN WITNESS WHEREOF, the partieshave executed this Agreement on the day and year first above written.
|   | CARREKER CORPORATION |
|--------|----------------------|
|   |                 |
|   |                 |
|   | By:                  |   |   |
|   |                 | J. D. Carreker |
|   |                 | Chairman of the Board |
|   |                 | and Chief Executive Officer |
|   |                 |
|   |                 |
|   |                 |   |
|   | Suzette Massie       |
|        |                      |  |  |  |

 

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