**Exhibit10.3**

CARREKER CORPORATION

FIRSTAMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to EmploymentAgreement (“First Amendment”) is entered into effective as of August    ,2006, between Carreker Corporation, a Delaware corporation with its principalexecutive offices at 4055 Valley View Lane, Suite 1000, Dallas, Texas 75244(the “Company”), and John D. Carreker, III (the “Executive”) who resides at6648 Castle Pines Drive, Plano, Texas 75093.

W I T N E S S E T H:

WHEREAS, the Executive andthe Company have entered into a Senior Executive Employment Agreement dated asof May 19, 2006 (the “Agreement”)

WHEREAS, the Executive andthe Company desire to amend the terms of the employment of the Executive withthe Company by amending the terms of the Agreement pursuant to this FirstAmendment;

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.                                       AMENDMENT

Section 9.1(c) of theAgreement is hereby amended in its entirety as follows:

(c)           Executive agrees to continue inemployment with the Company through the later of (i) February 15, 2007 or (ii) 90days after a Triggering Event if a Triggering Event has occurred (such laterdate is defined to be the “Effective Date”). Provided that the Executivecontinues his employment through the Effective Date, the Company shall pay theExecutive, upon his termination of employment, severance payments in an amountequal to the Executive’s annualized Base Salary in effect at the time of suchtermination (“Annual Base Salary”), payable in installments over a period of 12months provided, however, that  theEffective Date notwithstanding, the election to terminate employment by theExecutive, for whatever reason, must occur on or before June 1, 2007 . TheExecutive’s right to receive the severance benefits under this subsection (c) maynot be executed in combination with the benefits which may be payable toExecutive under Section 10 of this Agreement after the occurrence of aTriggering Event. Notwithstanding subsection (b) above, any termination byExecutive under this subsection (c) shall require 30 days notice by Executive.

2.             DEFINITIONS; BINDING EFFECT

Thedefined terms of this First Amendment shall have the meanings given to them inthe Agreement.  Except as amended hereby,the Agreement shall remain in full force and effect and binding upon theparties.

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IN WITNESSWHEREOF, the parties have executed this First Amendment on the day and yearfirst above written.
|   |   | CARREKER CORPORATION      |
|--------|--------|---------------------------|
|   |   |                      |   |
|   |   |                      |   |
|   |   | By:                       |   |   |
|   |   | J. D. Carreker, Jr.       |
|   |   | Chairman of the Board and |
|   |   | Chief Executive Officer   |
|   |   |                      |
|   |   |                      |
|   |   |                      |   |
|   |   | John D. Carreker, III     |
|        |        |                           |  |  |  |  |

 

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