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                                                                   EXHIBIT 10.12

                         EBT SUPPORT SERVICES AGREEMENT

     This EBT Support Services Agreement, dated April 17, 2000, but effective as
of April 1, 1996 ("Effective Date") is entered into by and between DELUXE
GOVERNMENT SERVICES, a division of eFunds Corporation, ("Contractor"), a
Delaware corporation, having its principal place of business at 400 West Deluxe
Parkway, Milwaukee, Wisconsin 53212-0536 and CITICORP SERVICES INC. ("CSI"), a
New York corporation, having its principal place of business at 8430 West Bryn
Mawr Avenue, Chicago, Illinois 60631.

     WHEREAS, in accordance with the U.S. Department of Treasury Invitation for
Expressions of Interest to Acquire Electronic Benefits Transfer Services for the
Southern Alliance of States, Citibank, F.S.B. ("Citibank") was awarded the right
to enter into contracts (each, a "Contract") for the delivery of comprehensive
electronic benefits transfer ("EBT") services (the "Project") to those states
participating in the Southern Alliance of States ("SAS") and the Financial
Management Service of the United States Department of Treasury ("FMS"); and

     WHEREAS, Citibank has contracted with CSI to act as its prime contractor
for the provision of EBT services to the SAS; and

     WHEREAS, Contractor has been and is providing certain services in
connection with the Project in the States of Alabama (AL), Arkansas (AR),
Kentucky (KY), Missouri (MO), and Tennessee (TN), and in Florida (FL), Georgia
(GA) and North Carolina (NC) (each, a "State") in anticipation of the execution
of an EBT Support Services Agreement between the parties; and

     WHEREAS, Contractor is willing to continue to provide, and CSI desires that
Contractor provide, the services on the terms and conditions set forth below.

     NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties agree as follows:

     1. Services to be Performed. Contractor will, unless otherwise stated,
provide the services described in Attachment A ("Services"), attached hereto and
made a part hereof, in support of the Project in each of the States. In
performing such services, Contractor will:

          (a) Provide all services on a basis consistent with the Contract,
     including without limitation, the IEI, amendments to the IEI, applicable
     federal and state requirements and those of the question and answer
     documents, the Citibank proposal, Citibank's BAFO pricing (for reference
     purposes only; Contractor's pricing is as set forth in this Agreement),
     Citibank's clarification document dated 1/23/96 and the oral presentations
     to the extent any or all are expressly incorporated into the Contract ;

          (b) Provide delivery of direct Federal benefits as described in
     Attachment A;

          (c) Monitor all systems under its control to maintain the level of
     system performance and availability required by the Contract;

          (d) Maintain a suitable operating environment for all computer and
     other equipment in Contractor's possession used in performing the Services;
     and

          (e) Meet all other requirements associated with the Services as
     defined by this Agreement.


     Attachment A represents a general statement of work only and includes
references to the Contract for general descriptive purposes only. In the event
of any conflict between Attachment A and Contractor's required scope of work,
the parties shall promptly negotiate and resolve same in accordance with Section
22, Interpretations and Disputes.


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     2. Contractor Responsibilities. Contractor agrees to undertake the
following responsibilities in connection with its performance of the Services:

          (a) Contractor's employees shall provide the Services on behalf of
     Contractor on a scheduled basis, which schedule shall be in accordance with
     the project plans and other agreements with the States.

          (b) Contractor will assist CSI in problem investigation, as reasonably
     necessary for the performance of the Contract, including the preparation of
     written reports as may be required by the State and Federal agencies, when
     such investigations and reports concern matters that are reasonably within
     the scope of Contractor's services hereunder. For purposes hereof,
     investigation shall consist of such examinations and inquiries as are
     reasonably necessary to determine the substance of any problem brought to
     Contractor's attention and the appropriate resolution thereof.

          (c) To facilitate and track all deliverables and major communications,
     Contractor will utilize a transmittal system that will number and log such
     deliverables and major communications.

          (d) Contractor will notify the CSI SAS Project Director of all matters
     affecting the scope of Contractor's performance of services hereunder,
     including, without limitation, any requests for change orders by the State
     or any alternatives to the required scope of work that Contractor desires
     to offer to the State. Contractor will submit all deliverables and major
     communications to CSI for review and approval prior to delivery to the
     State. Contractor and CSI shall comply with the procedures set forth in
     Section 21 with respect to any change order request from a State or other
     change in scope of performance of this Agreement. Contractor will keep CSI
     and, where agreed, other subcontractors of CSI informed with regular
     reports of Project status. In addition, copies of all correspondence
     between Contractor and the States will be provided to CSI.

          (e) Any information provided by the States to Contractor from the Food
     and Nutrition Service ("FNS") or Administration for Children and Families
     ("ACF") shall be communicated promptly to the CSI State Project Director.
     Contractor shall cooperate with the CSI State Project Director to resolve
     issues raised by FNS or ACF.

          (f) Contractor will coordinate its delivery of Services with the
     delivery of Service by other subcontractors under the Contract. In the
     event of any conflict between Contractor and such other subcontractors,
     Contractor shall promptly notify CSI of such conflict and will cooperate
     with CSI to resolve such conflict and ensure the timely performance of the
     Contract at no additional cost to Contractor, other than as may be agreed
     by the parties.

          (g) Contractor will provide CSI and its other subcontractors with
     reasonable access to Contractor's system via Contractor's administrative
     application and Contractor's software for PIN selection (where required).
     Contractor will provide, as necessary, administrative and POS software to
     the other subcontractors at no cost, subject to reasonable and appropriate
     intellectual property protection. Such subcontractors will provide PCs, POS
     equipment and a telecommunications line to Contractor at such
     subcontractors' own expense.

          (h) Contractor will ensure that its system will support card issuance,
     PIN selection by mail, EBT-only POS processing, and linkage of the card and
     PIN as agreed among CSI, Contractor, and the other subcontractors.
     Contractor will only support the TRANZ 330 PIN select hardware for the
     State.

          (i) Contractor is responsible within the States for card support
     services, including:

               (i) Technical design and interfaces with the States and the card
          vendor;

               (ii) Selection of PIN encryption equipment and PIN selection
          processes;

               (iii) System and help desk related card replacement procedures.


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          (j) Any card or PIN decisions or changes to core services, other than
     ARU PIN issuance, by CSI or the State that impact the benefit recipient
     help desk must be approved by Contractor prior to implementation.

          (k) Contractor will be responsible for training state and local
     personnel in the States as set forth in Attachment A.

          (l) To facilitate the interchange of transactions originating within
     the Project and transactions that occur outside the Project that require
     authorization and/or settlement by Contractor pursuant hereto, Contractor
     will connect to, and route all transactions authorized or settled by
     Contractor pursuant hereto, to CSI's designated switch; provided that the
     cost of authorizing and/or switching and/or settling transactions that are
     either initiated within the Project with non-SAS cards or initiated outside
     the Project with SAS cards is not subject to this Agreement and such costs
     shall be addressed by amendment to this Agreement. The interface to the CSI
     designated switch will be ISO 8583 as published by ANSI. Notwithstanding
     the foregoing, in Alabama, Arkansas, Kentucky, Missouri and Tennessee,
     intra-Project transactions (i.e. transactions initiated within a State
     using cards issued by that State or another SAS State) that originate at
     EBT-only terminals driven by Contractor do not need to be routed to CSI's
     designated switch. For all transactions that are authorized by Contractor
     and which are not settled through CSI's designated switch, Contractor shall
     be responsible for settlement of such transactions through Contractor's
     designated financial institution, subject to any right of approval of the
     applicable State. Such settlement shall include, as necessary, the
     origination at its expense of a debit(s) to the State(s) in the amount of
     authorized transactions and of credits to retailers in the amount of
     authorized transactions for such retailer. Contractor shall ensure the
     reporting requirements of the States are met if transactions are intercept
     processed by Contractor.

          (m) With respect to the Services provided by Contractor in States that
     have required adherence to the Quest Rules promulgated by the National
     Automated Clearing House Association, as amended from time-to-time, (the
     "Quest Rules"), the Contractor shall undertake the responsibilities of a
     Cardholder Authorization System and a Third Party Service Provider to the
     extent the Quest Rules are applicable to its Services hereunder.

          (n) The parties acknowledge that they have entered into an Agreement
     for Switching Services, dated January 31, 1997 (the "Switch Agreement")
     whereby Contractor will provide CSI transaction switch services as CSI's
     designated switch. Contractor will provide the EBT switching services as
     defined in the Switch Agreement. Should the Switch Agreement be terminated
     as provided therein and CSI chooses a designated switch provider other than
     Contractor, Contractor agrees:

               (i) To the extent Contractor acts as a third party acquirer for
          EBT-only POS transactions, provide a line to the CSI designated switch
          and certify to the CSI designated switch.

               (ii) To route EBT-only transactions initiated in Florida and
          Georgia, if acquired by Contractor, to the CSI designated switch.

               (iii) To reimburse CSI for switching provided by the CSI
          designated switch for Alabama, Arkansas, Kentucky, Missouri and
          Tennessee Third Party Processor (TPP) acquired transactions (including
          Contractor acting as a TPP) and Network acquired EBT transactions
          switched to Contractor based upon the following formula: number of TPP
          and Network acquired and switched EBT transactions in the Five States
          times the appropriate switch fee from Table A below.

               (iv) Unless otherwise agreed, Contractor is not responsible to
          acquire non-SAS transactions initiated in any of the States.

               (v) Contractor will not be required to route EBT-only
          intra-Project transactions (i.e. transactions initiated within a State
          using cards issued by that State or another SAS State)


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          acquired by Contractor in Alabama, Arkansas, Kentucky, Missouri or
          Tennessee to the CSI designated switch.


                                    TABLE A
             ------------------------------------- -------------------
             All Monthly Transaction Volumes*      Switch Fee
             Through the CSI Designated Switch
             ------------------------------------- -------------------
             0 - 10,000,000                        $0.018
             ------------------------------------- -------------------
             10,000,001 - 50,000,000               $0.0175
             ------------------------------------- -------------------
             Any and all over 50,000,000           $0.0165
             *Transactions switched regardless of
             source
             ------------------------------------- -------------------


          (o) Contractor is responsible for complying with performance standards
     set forth in the Contracts applicable to Services of Contractor as set
     forth in Attachment A and the payment of liquidated damages attributable to
     Contractor as set forth in Attachment B that are collected by the State in
     connection therewith under the Contracts. Determination of Contractor's
     (and CSI's vis-a-vis Contractor) responsibility for failure to meet a
     performance standard shall be in accordance with the applicable Contract.
     Contractor will not be responsible for liquidated damages to the extent
     that Contractor's failure to meet Contract performance standards is a
     result of CSI's acts or omissions. When two or more performance standards
     are not met in any one month and the failure to meet one performance
     standard (the "preceding standard") is determined to be the preceding cause
     of the failure to meet any other performance standard (the "succeeding
     standard"), then the party responsible for failing to meet the preceding
     standard shall be responsible for any liquidated damages assessed for
     failure to meet the succeeding standard, to the extent that the failure to
     meet the succeeding standard is attributable to the failure to meet the
     preceding standard.

          (p) When Contractor serves as CSI's designated switch, CSI shall be
     responsible for all costs for switching Florida, Georgia and North Carolina
     transactions to CSI for authorization in accordance with the Switch
     Agreement for so long as the Switch Agreement remains in effect, and, if at
     any time applicable after termination of the Switch Agreement, in
     accordance with switching terms and conditions to be agreed upon in writing
     by the parties.

          (q) Contractor is responsible for all Network Qualifying Expenses, as
     defined and as set forth in Attachment B.

          (r) Contractor may debit each Federal recipient each month the
     appropriate case/month fee as set forth in Attachment B, from Schedule
     1(d). For a non-federal recipient, Contractor may debit $0.85 from the
     recipient's account for each cash withdrawal at an ATM/POS in excess of the
     state-subsidized cash withdrawal transactions for that month. For a federal
     recipient, Contractor may debit $0.85 from the recipient's account for each
     cash withdrawal at an ATM/POS in excess of one that occurs within a month.
     For recipients receiving both Federal and non-Federal benefits, Contractor
     may debit $0.85 from the recipient's account for each cash withdrawal at an
     ATM/POS in excess of the sum of (i) the State-subsidized cash withdrawal
     transactions, and (ii) one cash withdrawal for that month. Upon request by
     CSI and subject to Section 21 (a) of this Agreement, Contractor may debit
     fees, as determined by CSI, from federal or non-federal recipients for
     balance inquiry and denied transactions performed at ATMs or POS locations.

          (s) With respect to the Women, Infants and Children Program ("WIC"),
     Contractor's responsibilities are set forth in subpart 10 of Attachment A.

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     3. The Contract. Contractor acknowledges receipt of each extant Contract
with each State in which it will provide Services under this Agreement, and will
familiarize itself with such Contract. In the event that a Contract has not been
executed as of the date hereof for any State, CSI will consult with Contractor
prior to execution and upon execution of a Contract with such State, such
Contract will be deemed a Contract for the purposes of this Section to the
extent Contractor has not advised CSI that it is unwilling to abide by a
particular term or terms of such Contract. CSI shall deliver to Contractor a
copy of each fully executed Contract immediately after execution by the State
and CSI. Contractor further agrees that this Agreement is subordinate to the
Contract and that any provisions contained herein that conflict with any term of
the Contract is superseded by the Contract, unless Contractor has notified CSI
in writing that it is unwilling to abide by a particular term or terms of the
Contract. Subject to the foregoing, Contractor covenants that it will abide by
all applicable terms of each Contract, including without limitation, any
provisions concerning the audit of Contractor's books and records, access to
Contractor's facilities, confidentiality of information received pursuant to
performance of the Contract, employment practices, indemnification of the
particular State, and termination of the Contract.

     4. CSI Responsibilities. CSI agrees to undertake the following
responsibilities to support Contractor's performance of the Services:

          (a) Act in the capacity of general contractor under each Contract and
     provide overall Project management and responsibility for all other
     subcontractors on the Project to ensure their timely delivery of services
     as follows:

               (i) As general contractor, CSI will be lead negotiator with the
          SAS, the States and retailers. CSI will invite support and
          participation from Contractor in all negotiations and meetings with
          the SAS and the States concerning the Services.

               (ii) Except to the extent otherwise provided in this Agreement,
          CSI is responsible for the schedule, approach, documentation, and
          correspondence to retailers in the States. CSI will be responsible for
          its other subcontractors meeting the retail installation schedule
          contained in the Work Plan. Contractor will be included, as necessary,
          in all retailer meetings with CSI or its other subcontractors.

               (iii) CSI is responsible for service planning for retail
          installation.

               (iv) CSI will develop a retailer agreement, in consultation with
          the Contractor and its other subcontractors, for use in the States and
          will maintain all retailer contracts for the States.

               (v) CSI is responsible for all third party processor and regional
          network agreements, which will be developed by CSI, with the
          assistance of Contractor, as requested by CSI, and held by CSI.

               (vi) CSI is responsible for client training, including approval
          of the schedule, approach, documentation and correspondence used for
          recipient training, both in-person and mail training, and ensuring
          coordination with the retailer installation schedule. Contractor will
          acquire from the States the necessary data in form and format to set
          up recipients for training, and training of state and local personnel
          in the States.

          (b) Provide contractual interface with the States. CSI shall confer
     with Contractor on all matters which directly and/or materially affect
     Contractor's performance or costs and shall formalize in a jointly signed
     writing CSI's and Contractor's understanding prior to entering into any
     agreement with any State for changes in Project scope, deliverables, due
     dates, schedules, fees, costs, or Contractor responsibilities.

          (c) Provide and manage all other services to be provided under the
     Contract, except as specifically delegated to Contractor hereunder.


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          (d) Confer with Contractor and negotiate, as necessary, an amendment
     to this Agreement reflecting changes in Project scope, deliverables, due
     dates, schedules, fees, costs, or Contractor responsibilities hereunder in
     the event that any State desires to effect any changes that affect
     Contractor's performance or cost under this Agreement.

          (e) With respect to WIC, CSI, for Florida, Georgia and North Carolina,
     will develop systems requirements and will manage its own system
     development and implementation. CSI will be responsible for WIC retailer
     participation unless subcontracted to Contractor in the States where
     Contractor's system is utilized.

          (f) The interface from CSI to CSI's designated switch will be EBT ISO
     8583 as published by ANSI.

          (g) With respect to card services:

               (i) CSI will produce all cards for the SAS. CSI will be
          responsible for the distribution of all cards and PINs, which PINs for
          the States will be generated by Contractor in accordance with the
          Project Plan.

               (ii) Each State will have a separate BIN for state and for
          federal programs.

               (iii) CSI will assist the States and Contractor in applying for
          the BIN numbers.

               (iv) CSI will confer with Contractor regarding any Merchant or
          State help desk related issues that are outside Contractor's required
          scope of work.

          (h) Take lead responsibility for conferring with the SAS Management
     Council and include Contractor in all such meetings or discussions, as
     practicable.

          (i) Take lead responsibility for interface with federal agencies (FMS,
     FNS, ACF). Problems with federal cooperation will be handled by State
     Project Directors and escalated to the CSI SAS Project Director when
     necessary. Unless prohibited by the Contract or federal law or law of the
     applicable State, the contents of all written or verbal communications from
     FMS or the States to CSI that are directly related to or affect the Project
     for the States will promptly be made known to Contractor.

          (j) CSI will develop, with participation from Contractor, and execute
     a strategy to obtain participation from banks, networks, third party
     processors, and merchant processors. CSI will negotiate all agreements with
     third parties, networks and other parties, as may be required, for
     interoperability between projects. In its EFT Network Agreement, CSI will:

               (i) Require that all EFT networks bill CSI on a monthly basis by
          BIN number for ATM/POS transactions during the prior month.

               (ii) Reimburse all EFT networks under contract for ATM/POS
          interchange and switch fees for the month.

               (iii) Provide Contractor with supporting documentation by BIN for
          the expenses.

          (k) CSI shall assist Contractor in acquiring authorized retailer
     information from FNS for CSI's designated switch data base loading.

          (l) Cause its designated switch to be connected with all third party
     processors, networks, merchant processors and all other parties desiring
     authorization of Project transactions and routing of non-Project
     transactions to the appropriate party for authorization in accordance with
     the Quest Rules. CSI shall cause its designated switch to route to
     Contractor transactions for Alabama, Arkansas, Kentucky, Missouri and
     Tennessee for authorization. CSI shall be responsible for the settlement of
     all CSI host


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     processor transactions processed through its designated switch. The
     responsibilities of the parties when CSI chooses a designated switch
     provider other than Contractor are contained in Paragraph 2(n) of this
     Agreement.

          (m) CSI shall comply with the Quest Rules with respect to transactions
     routed to Contractor for authorization. CSI shall enter into agreements
     with its affiliates to serve as issuer pursuant to the Quest Rules with
     respect to transactions processed by Contractor pursuant hereto.

     5. Term of Agreement. This Agreement becomes effective upon execution and
delivery by CSI and Contractor as of the Effective Date first written above (the
"Effective Date") and shall continue in effect for the initial term of the
Contract, and, subject to Section 6 (h) below, through the term of any properly
exercised renewal options in the Contract, which shall be limited to those
extensions or renewals of any Contract beyond such Contract's initial term that
are at the sole option of the State and on exactly the same terms and conditions
as in effect during such initial term, except as may be modified by an amendment
to such Contract and agreed to by the Contractor pursuant hereto or as otherwise
agreed by the parties pursuant to this Agreement. Unless expressly agreed by the
parties hereto in writing, this Agreement shall have no force or effect beyond
the term set forth above or with respect to any re-bidding of any Contract and
neither party shall have any obligation to acquire or provide the services
covered by this Agreement with respect to a State beyond such term or on a
re-bid. In the event that the Contract contains an extension or renewal term
upon exercise of a mutual option and Contractor elects not to continue to
perform the services hereunder upon the exercise of such option, Contractor
shall transition such services to CSI upon the expiration of the term of the
Contract and Contractor shall bear at its own expense all of its costs related
to the transition of services to CSI.

     6. Payment.

          (a) Within ten (10) days of the Execution Date (as defined below) of
     this Agreement, Contractor shall pay to CSI in immediately available funds
     the amount of $4,000,000. Upon the first and second anniversary of the
     Execution Date, Contractor shall pay to CSI on each such date in
     immediately available funds the amount of $1,000,000 (two additional
     payments of one million dollars each). Upon receipt of the initial
     $4,000,000 payment, in accordance with the foregoing, CSI shall recalculate
     the fees paid by CSI to Contractor for services performed by Contractor
     from the Effective Date through the date of execution of this Agreement by
     both parties ("Execution Date"), using the fees set forth in Attachment B
     of this Agreement. Within thirty (30) days of the Execution Date, CSI shall
     pay to Contractor in immediately available funds the difference between the
     fees paid by CSI to Contractor prior to the Execution Date and the fees
     payable to the Contractor as calculated in accordance with Attachment B
     hereto.

               (i) During the period between the Effective Date and the
          Execution Date, Contractor and CSI have engaged in a dispute over the
          existence and terms of any contract between them related to the
          relationship to be encompassed by this Agreement. During the dispute,
          Contractor and CSI provided services to the States referred to in this
          Agreement. The provision of services to the States caused additional
          dispute between Contractor and CSI concerning the basis for and the
          amount of compensation to which each party was entitled for the
          services provided to the States. Contractor and CSI have agreed to
          resolve their differences and settle their disputes by executing this
          Agreement. All rights that Contractor and CSI may have had to payment
          of money or any other remedy arising from their disputes existing
          between the Effective Date and the Execution Date relating to the
          services and disputes described in this paragraph are merged into this
          Agreement and by the execution of this Agreement and the payments
          described in paragraph 6(a) above. Contractor and CSI agree that they
          have been fully compensated and paid for these claims and disputes,
          except as indicated below. In consideration of and subject to the
          complete satisfaction of the respective obligations of the parties
          under this Section 6(a), both Contractor and CSI (each, a "Releasing
          Party") hereby fully, freely, completely and absolutely releases and
          forever discharges the other party and the other party's parents,
          subsidiaries and affiliates, the present, former and future officers,
          directors, agents, employees and stockholders of those entities, and
          such persons' heirs, executors, administrators and assigns
          (collectively, the "Released Party"), of and from any and all claims,
          suits, charges, demands, causes of action, expenses, injuries, costs,
          losses, debts, or damages of any kind, whether known


                                       7
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          or unknown ("Claim"), which the Releasing Party now has, could have,
          or ever has had against Released Party arising from or in any way
          related to any dispute between the parties described in this paragraph
          for the period from the Effective Date through and including the
          Execution Date, except for (a) Claims related to ACH transmission
          services; (b) Claims to the extent caused by and to the extent
          attributable to fraud of the Released Party; or (c) Claims by a State
          related to the performance of either party from the Effective Date to
          the Execution Date.

          (b) From and after the Execution Date, in exchange for its performance
     of the Services, Contractor shall be entitled to receive fees as described
     in Attachment B. The compensation paid to Contractor shall be adjusted
     pursuant to change orders as agreed between the parties in accordance with
     Section 21 hereof. Payment shall be made monthly the later of (i) within
     thirty (30) days following receipt of an invoice(s) from Contractor with
     necessary supporting documentation or (ii) within ten (10) business days
     after receipt of payment by CSI from the State. In the event that CSI fails
     to timely pay Contractor following receipt of funds from the State or fails
     to bill the State within fifteen (15) days following receipt of
     Contractor's invoice, Contractor shall be entitled to payment of interest
     on the outstanding balance for the period of the delay by CSI (i) in paying
     Contractor following receipt of payment from the State or (ii) in
     submitting an invoice for payment at an annual rate equal to the reference
     rate of Citibank, N.A. (New York) for loans to its large corporate
     customers plus one per cent. Delay in submitting an invoice shall be the
     period from fifteen days after CSI receives an invoice from Contractor in
     the correct format for a State to the date upon which CSI submits the
     invoice to the State in the correct format for such State.

          (c) Contractor shall ensure that all invoices submitted hereunder are
     for the correct amounts in format as agreed by the parties and, in the
     event of any error, shall be solely responsible for reimbursing the State
     through CSI in the amount of such error and for any penalties incurred
     thereby. CSI will bill States within ten (10) working days following
     receipt of Contractor's invoice for Services hereunder for the immediately
     preceding period or such other period for which payment is then due. Any
     late payment penalties incurred by and paid to CSI by the State will be
     passed onto Contractor to the extent Contractor's payment is delayed.

          (d) CSI may deduct from payment to Contractor amounts reflecting
     liquidated damages, costs, penalties or adjustments attributable to
     Contractor that are collected by the State after exhaustion of Contractor's
     administrative remedies or withheld by the State prior to any
     administrative remedy; provided that in the event that the State withholds
     from payment any amounts claimed as liquidated damages, penalties or
     adjustments attributable to Contractor prior to the exhaustion of
     administrative or judicial remedies, CSI will take all necessary steps to
     obtain payment from the State in accordance with Section 22 hereof.

          (e) Notwithstanding (b) above, if funds are withheld by any State due
     to actions by CSI or any subcontractor other than Contractor, Contractor
     will be paid in full within thirty (30) days of receipt of the invoice from
     Contractor. If a State withholds payment of funds due to a dispute
     involving Contractor's service, Contractor will be paid in full for
     services not in dispute to the extent payment of funds for those services
     are not also withheld by the State, and CSI will take all necessary steps
     to obtain payment for Services not in dispute.

          (f) In the event of a dispute between CSI and Contractor, CSI will pay
     Contractor all amounts and for all Services not in dispute.

          (g) Contractor shall be responsible for all sales and use taxes
     imposed in connection with the Services.

          (h) From and after the Execution Date, CSI agrees that in the event
     that (a) CSI initiates a claim with any State for pricing improvements
     relative to the Services provided by Deluxe to such State, CSI agrees that
     CSI shall seek Deluxe's input for such claim and shall use its best efforts
     to obtain pricing improvements for the benefit of Deluxe and (b) for
     renewal or extension of a Contract, CSI is offered by a State pricing
     improvements relative to the Services provided by Deluxe to such State, CSI
     agrees to offer Deluxe a pricing improvement for any such renewal or
     extension. Should the State request any change in


                                       8
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     Services for such renewal or extension, pricing improvements offered Deluxe
     will conform to Section 21 (b) hereof. Deluxe agrees that it will share the
     expense of any such claim (outside counsel fees and costs and CSI's
     out-of-pocket expenses) on a proportionate basis.


     7. Proprietary Information.

          (a) Confidential Information of the Parties. The parties acknowledge
     that all information, including software described in paragraph 7(b),
     regarding a party or its affiliates (the "Disclosing Party") provided to
     the other (the "Receiving Party") and identified by the Disclosing Party to
     the Receiving Party as confidential in connection with this Agreement is
     commercially valuable, proprietary information of the Disclosing Party.
     This expressly includes copyrighted material, such as functional design
     documents, and retailer and other training or informational manuals, videos
     and other materials. Any such copyrighted information may be used by the
     other party for the SAS, NCS (Northeast Coalition of States) EBT project or
     WSEA (Western States EBT Alliance) EBT project, provided that the
     Disclosing Party's copyright notice be included with any such use and the
     Receiving Party identify that such is "used with permission". If portions
     of copyrighted information are used in a new document created by the
     Receiving Party, the portions used must be identified and acknowledged as
     "used with permission". Under no circumstances will any existing
     information be "jointly copyrighted" without the express written agreement
     of the Disclosing Party. The Receiving Party acquires no ownership rights
     to such information under this Agreement. The Receiving Party further
     acknowledges that such information is CONFIDENTIAL AND PROPRIETARY
     INFORMATION disclosed to the Receiving Party on a confidential basis to be
     used only as may be expressly permitted by the terms and conditions of this
     Agreement. The Receiving Party further agrees that it shall not, before or
     at any time after the termination of this Agreement, disclose or
     negligently cause the disclosure of any information to any other person (to
     include local, county, state or federal government), firm, organization or
     employee. As against any third party, the Receiving Party agrees to
     cooperate with the Disclosing Party in the event of any litigation
     concerning the Disclosing Party's confidential and proprietary information
     provided to the Receiving Party under this Agreement. Neither the Receiving
     Party nor a State may obtain rights in CONFIDENTIAL AND PROPRIETARY
     INFORMATION under the provisions of Sections 23(f) or 8(a) of this
     Agreement or any provision of the Contract. Any such information in the
     Receiving Party's possession at the termination of this Agreement shall be
     returned or destroyed upon the Disclosing Party's request, which identifies
     the information to be returned or destroyed with reasonable specificity and
     the Receiving Party's right to use such information shall be terminated
     subject to any State's right under its Contract.

          (b) Confidential Information of Others. The parties further
     acknowledge that in order for Contractor to perform the Services it may be
     necessary to disclose certain computer software developed by Contractor or
     CSI ("Proprietary Software") or licensed to CSI or Contractor ("Licensed
     Software") and printed material in support of the Proprietary Software and
     the Licensed Software. Therefore, the parties acknowledge that the
     Proprietary Software (specifically including, but not limited to, the
     design, architectural programming techniques, source code and documentation
     thereof) and the Licensed Software is CONFIDENTIAL AND PROPRIETARY
     INFORMATION AND A TRADE SECRET which may be disclosed solely for the
     purpose of enabling Contractor to perform the Services under this
     Agreement; that the parties shall not reveal to any third party any
     information regarding the Proprietary or the Licensed Software; that the
     Proprietary Software and the Licensed Software shall be disclosed by the
     parties to their respective officers, agents, employees and subcontractors
     only on a "need to know" basis, provided that such individuals have agreed
     in writing to maintain the confidentiality of the Proprietary Software or
     the Licensed Software and other confidential and proprietary information
     disclosed or developed hereunder; and that the parties shall secure and
     protect the Proprietary Software and the Licensed Software with the same
     degree of care as would be appropriate to secure and protect their own
     confidential and proprietary information. Upon its discovery of any
     unauthorized possession, use or knowledge of the Proprietary Software or
     the Licensed Software, the party shall immediately notify the other party
     of the same. The parties shall fully cooperate, at their own expense, to
     regain possession or prevent further unauthorized use of the Proprietary
     Software or the Licensed Software and to obtain redress for injury caused
     by any such unauthorized possession or use.


                                       9
<PAGE>

          (c) Confidentiality of Agreement. The parties acknowledge that the
     disclosure of the terms and conditions of this Agreement may be required by
     a governmental agency or entity in connection with a prospective or actual
     government contract. Except as so required or as otherwise required by
     order of a court of competent jurisdiction, the parties agree to keep the
     terms and conditions of this Agreement confidential.

          (d) General Confidentiality Obligations. In addition to the foregoing
     confidentiality obligations, Contractor, CSI, Citibank, Citicorp or its
     subsidiaries or affiliates, their officers, agents and employees, and
     subcontractors, shall treat all information which may be obtained by or
     through their performance under this Agreement, as confidential information
     to the extent required by the laws of the United States and the laws of the
     state wherefrom such information was received, and any regulations
     promulgated thereunder. Without limiting the generality of the foregoing,
     the parties agree as follows:

               (i) Individually identifiable information relating to any
          eligible recipients or providers of government benefits shall be held
          confidential and shall not be disclosed by Contractor, its officers,
          agents and employees or subcontractors, to anyone other than CSI.

               (ii) The use of information obtained by Contractor, in the
          performance of its duties under this Agreement shall be limited to
          purposes directly connected with such duties.

               (iii) Contractor shall promptly advise CSI of all requests (other
          than from an authorized State agency) for information described in
          subsection (i).

               (iv) Contractor and CSI shall be responsible for assuring that
          any agreement between it and any of its officers, agents and employees
          or subcontractors contains a provision which conforms to the
          provisions of Section 7(d).

          (e) Remedy for Unlawful Disclosure. Each party shall have all rights
     at law or in equity (including injunctive relief without the necessity of
     posting bond) to enforce the provisions of this Section 7 including the
     right to recover reasonable attorney's fees, costs, and necessary
     disbursements from the other party in addition to any other relief to which
     it may be entitled.

          (f) Separate Agreements. The provisions of this Section 7 shall be
     construed as an agreement independent of any other provision of this
     Agreement, and the provisions of this Section 7 shall be considered a
     separate, irrevocable agreement surviving termination of the other terms
     and provisions of this Agreement.

     8. Ownership of Work Product.

          (a) Contractor acknowledges that, subject to Section 7, Proprietary
     Information, work prepared by Contractor out of funds authorized and
     appropriated by the State or federal government in connection with this
     Agreement shall be subject to the terms and conditions of the Contract.

          (b) Contractor shall execute and deliver to CSI such instruments of
     transfer and take such other action that CSI reasonably requests,
     including, without limitation, executing and filing, at CSI's expense,
     patent or copyright applications, assignments and other documents required
     for the protection of a right of any State to any materials described in
     the foregoing paragraph arising under the Contract.

          (c) As may be required by the Contract, Contractor shall identify to
     CSI all software products, programs, or material to be used in its
     performance hereunder. If such identification is not required by the
     Contract, all software products, programs and/or materials provided by
     Contractor shall be deemed proprietary to Contractor, unless otherwise
     agreed in writing. Contractor will be solely responsible for all costs and
     expenses incurred in the defense of any claim by the State of ownership or
     other interest in Contractor's software products, programs or materials.


                                       10
<PAGE>

     9. Records Retention; Audit.

          (a) Contractor and CSI agree (i) to maintain all books, records and
     documents relating to this Agreement and the Contracts to support that the
     Services are being provided and that fees earned are in accordance herewith
     and the Contracts and (ii) to preserve such records during the course of
     this Agreement and for a period of six (6) years following termination of
     this Agreement or the Contracts, whichever is later, or for such additional
     period as applicable regulations may require. Records involving matters in
     litigation will be kept for a period of not less than three (3) years
     following the termination of the litigation. Copies of any documents in
     media other than paper (e.g. microfilm, etc.) related to this Agreement may
     be substituted for the originals to the extent permitted under applicable
     law and provided that legible paper copies can be reproduced within a
     reasonable time following written notice.

          (b) Contractor agrees to promptly make such records available for
     audit upon request by representatives of a State, or other authorized State
     or Federal government agency during normal business hours for the
     performance of financial or performance audits, if deemed necessary. To
     assure compliance with this Agreement, CSI, the State, or other authorized
     State or Federal governmental agency, will at all times, upon reasonable
     advance notice, except in the case of suspected fraud or other criminal
     activity, have the right to enter, during normal business hours,
     Contractor's premises to inspect or evaluate any work performed under this
     Agreement, or to obtain any other information required to be provided by
     Contractor or otherwise related to this Agreement.

          (c) In addition to the foregoing, Contractor shall ensure that audits
     are regularly performed, but in any event, not less than annually, by an
     independent auditor and conducted in accordance with the American Institute
     of Certified Public Accountants' Statement on Auditing Standards No. 70 and
     shall be of a scope reasonably acceptable to CSI. Contractor shall make
     such reports available to CSI within thirty (30) days of its receipt. In
     the event that any audit is other than unqualified, Contractor shall submit
     to CSI a plan describing what actions Contractor will undertake to correct
     the situation that caused the auditor to submit a qualified report, a
     timetable for correcting the situation, and a process for monitoring
     compliance with the timetable.

          (d) Contractor and CSI agree to promptly make relevant records
     available for audit upon reasonable prior request to verify performance of
     obligations hereunder.

     10. Independent Contractor Relationship.

          (a) Contractor shall perform all Services hereunder as an independent
     contractor, and nothing contained herein shall be deemed to create any
     association, partnership, joint venture, or relationship of principal and
     agent or employer and employee between the parties hereto or any parents,
     affiliates or subsidiaries thereof, or to provide either party with the
     right, power or authority, whether express or implied, to create any such
     duty or obligation on behalf of the other party. Each party agrees that it
     will not hold itself out as an affiliate of or partner, joint venturer,
     co-principal or co-employer of the other, or any of its parents,
     subsidiaries or affiliates by reason of this Agreement and that the party
     will not knowingly permit any of its employees, agents or representatives
     to hold themselves out as, or claim to be, officers or employees of the
     other, or any of its parents, subsidiaries or affiliates by reason of this
     Agreement.

          (b) Apart from the payment of the agreed-upon fees described in
     Attachment B, CSI is not responsible for any other compensation, nor for
     employee benefits and/or matters relating thereto respecting Contractor or
     Contractor employees or Contractor's subcontractors providing Services
     hereunder (including but not limited to the withholding and/or payment of
     all federal, state and local income and other payroll taxes), nor for
     worker's compensation, disability benefits and all such additional legal
     requirements of like nature. CSI shall have no obligation to secure or
     maintain applicable worker's compensation insurance or employer's liability
     and disability insurance with regard to Contractor employees or
     Contractor's subcontractors providing Services hereunder.


                                       11
<PAGE>

     11. Limitation of Liability.

          (a) Force Majeure. The performance by either party of any obligation
     hereunder shall be excused if such failure to perform is caused by any
     event or circumstance beyond such party's reasonable control or not
     reasonably foreseeable, and such party will not be deemed to be in default
     and will not be responsible or liable for any loss or other damages,
     liquidated or unliquidated, for the delay or failure in performance under
     this Agreement directly or indirectly due to any such excused performance.
     Notwithstanding the foregoing, such party shall use its best efforts to
     perform during the period of such event or circumstance, and in any event
     shall promptly perform upon the cessation of such event or circumstance.
     Notwithstanding anything herein to the contrary, this Section shall be
     interpreted in a manner consistent with the provisions of any force majeure
     or similar clause in the Contract.

          (b) EXCLUSION OF DAMAGES. NEITHER PARTY SHALL BE LIABLE FOR ANY
     INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES EVEN IF SUCH PARTY
     HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     12. Warranties and Indemnification.

          (a) Contractor warrants that it will perform the Services in a
     professional and workmanlike manner. Contractor further warrants that any
     data, information or materials that Contractor prepares for or delivers to
     CSI or State shall not infringe the trademark, copyright, patent or trade
     secret rights of any third parties, except to the extent such data,
     information or materials are based upon data, information or materials
     supplied by CSI or the State. THERE ARE NO OTHER REPRESENTATIONS OR
     WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, IN FACT, WITH RESPECT TO
     THE SERVICES ARISING BY OPERATION OF LAW OR OTHERWISE.

          (b) Contractor hereby certifies that neither it nor its principals is
     presently debarred, suspended, proposed for debarment, declared ineligible,
     or voluntarily excluded from participation in this transaction by any
     Federal or State agency.

          (c) Each party shall indemnify and hold the other harmless from all
     claims, defense costs and judgments, and defaults under agreements with
     governmental entities or agencies for the providing of benefit processing
     services arising out of, or on account of, a contention that any materials
     delivered by such party to the other or State (except for materials based
     primarily on data or information provided by such party) infringes the
     trademark, copyright, patent or trade secret rights of such third parties.

          (d) Each party shall indemnify and hold the other harmless from all
     claims, defense costs and judgments arising out of, or in connection with
     its provision of Services under this Agreement, to the extent arising out
     of, or in connection with, the acts or omissions of its employees, agents
     or subcontractors, including without limitation, any claims arising from
     such party's acts or omissions in the authorization of benefits issuance,
     except to the extent arising out of the other party's gross negligence or
     willful misconduct.

          (e) Each party shall indemnify and hold the other harmless from all
     material increases in costs and expenses arising out of, or in connection
     with its performance under this Agreement to the extent arising out of, or
     in connection with the indemnifying party's failure to promptly perform any
     of its obligations hereunder when such failure to promptly perform is not
     excused by reason of force majeure.

          (f) CSI and Contractor each represent and warrant that it has full
     right, power and authority to execute, deliver and perform its obligations
     under this Agreement, and that its rights and obligations under this
     Agreement are not in conflict with its rights and obligations under any
     other pre-existing agreement(s) or instrument(s) nor do the parties
     undertaking and acceptance of the rights and obligations herein cause the
     parties to breach any obligations it may have under any other agreement(s)
     or instrument(s) to which it is a party.


                                       12
<PAGE>

     13. Insurance. Contractor shall maintain, throughout the performance of its
obligations under this Agreement, a policy of worker's compensation insurance
with coverage limits in the amount as may be required by the law of the State in
which the Services are to be performed. Contractor further agrees to maintain
general liability insurance, naming CSI as an additional party insured,
providing coverage against liability for bodily injury, death and property
damage in the amount of $1,000,000, which may arise out of or is based upon any
act or omission of Contractor or any of its employee(s), agent(s) or
subcontractor(s) under this Agreement. Upon written request, Contractor shall
promptly provide certificate(s) from its insurers indicating the amount of
insurance coverage, nature of such coverage and expiration date(s) of each
applicable policy.

     14. Staff and Facilities.

          (a) Contractor represents, warrants and covenants that all persons
     assigned by Contractor to provide Services are and shall be at all relevant
     times employees of Contractor or independent contractors who have
     effectively assigned all intellectual property rights in work product to
     Contractor, and that it maintain sufficient personnel to perform all
     Services required hereunder in a timely and professional manner. Contractor
     may substitute key Project personnel, only upon prior approval of CSI.
     Prior approval may not be unreasonably withheld, and prior approval must be
     consistent with the procedures for substitution in the Contract.

          (b) Contractor will designate one or more managers of the Project who
     will be responsible for managing and coordinating all Contractor activities
     with CSI. The Contractor Project Director(s) or other Contractor designated
     representative(s) will participate in the Project status meetings of the
     States or other related State meetings.

          (c) CSI will select a state project manager for each state after
     consultation with Contractor. The state project managers will be CSI
     employees or subcontractors and will be the single point of contact with
     the State. Contractor shall keep the CSI state project manager advised of
     ongoing Project implementation and management.

          (d) CSI will provide office space, including telephone, utilities,
     supplies, furniture, and equipment, and an office manager or clerical staff
     in each State, if required by the Contract.

     15. Right to Hire. CSI and Contractor shall not, directly or indirectly,
hire or solicit for employment, for itself or for any other affiliated or
related person or entity engaged in providing services similar to those
contemplated under this Agreement, personnel employed by the other or any
subcontractor engaged under the Contract in connection with the provision of EBT
services within one (1) year of the date on which such person's employment was
terminated for any reason; provided that, in the event that this Agreement has
been terminated as it pertains to a State for Contractor's default, CSI shall be
permitted to offer employment to any person on the staff of Contractor provided
such person was delivering services under this Agreement only for the State in
which Contractor is in default and is to perform Services for the State in which
Contractor is in default.

     16. Non-Discrimination. Contractor agrees that this Agreement is subject to
applicable laws, regulations and executive orders relating to equal opportunity
and nondiscrimination in employment. Neither Contractor nor its agents(s) and/or
subcontractor(s) shall discriminate in its employment practices against any
person by reason of race, religion, color, sex or national origin or other
classification prohibited by law. Contractor agrees to comply and to cause its
agent(s) and/or subcontractors to comply with the provisions of said laws,
orders and regulations, as well as other laws, orders and regulations relating
to the employment of the handicapped, the employment of veterans, and the use of
minority business enterprises, to the extent any such laws, orders and
regulations are applicable in the performance of their work or furnishing of
Services hereunder. For the purpose of this Agreement, the provisions of such
laws, orders and regulations shall be deemed an integral part of this Agreement
to the same extent as if they were written at length herein.

     17. Compliance with Applicable Law. Each party agrees that it will comply
with all applicable federal, state, county and local laws, ordinances,
regulations and codes in the performance of its obligations under this
Agreement, including the procurement of permits and certificates where required.


                                       13
<PAGE>

     18. Non-Subornation. Each party agrees that in the performance of its
obligations under this Agreement, it will not make or offer to make any payment
to, or confer or offer any benefit upon, any employee, agent or fiduciary of any
third party, with the intent to influence the conduct of such employee, agent or
fiduciary in relation to the business of such third party, in connection with
this Agreement.

     19. Publicity. During the term of this Agreement and prior to publication,
Contractor will provide CSI an opportunity to review and comment on any sales or
marketing publication or advertisement that publicizes or otherwise promotes
Contractor's delivery of services under this Agreement. CSI agrees to promptly
review such material upon submission and provide its comments to Contractor.
This Section shall not apply to any documents or oral responses provided in
response to a Request for Proposal or other solicitation issued by a government
agency or commercial concern. Notwithstanding the foregoing, Contractor shall
not use, and shall keep its employee(s), agent(s) and/or subcontractor(s) from
using, the name of CSI, Citibank, Citicorp or its subsidiaries or affiliates in
any such response, without the prior written consent of CSI other than
identification of any of them in their capacity with respect to a project and
CSI, Citibank, Citicorp and its subsidiaries and affiliates shall not use, and
shall keep its employees, agents and subcontractors from using the name of
Contractor, Deluxe Corporation or its subsidiaries or affiliates in any such
response, without the prior written consent of Contractor other than
identification of any of them in their capacity with respect to a project.

     20. Notice. All notices and other communications hereunder shall be in
writing, except as herein specifically provided, and shall be deemed to have
been given when mailed by first class, registered or certified mail, return
receipt requested, postage prepaid, or recognized overnight courier, to the
intended recipient thereof at its address shown hereinabove or to such other
address as the intended recipient may specify in a notice pursuant to this
Section 20.

     21. Changes.

          (a) CSI may, at any time, by notice to Contractor, request changes in
     the scope of this Agreement. If any such change causes an increase or
     decrease in the cost of performance of this Agreement, the costs for such
     changes will be negotiated with Contractor on an individual task basis. For
     all change orders requested under this Section 21, the Contractor will
     respond to all such requests on a formal basis, including in its response,
     a recitation of the services to be provided (including all services
     reasonably necessary to properly perform the services), and a pricing
     proposal consistent with Contractor's commercial practices. Contractor has
     the right to decline any request for change that Contractor determines in
     its reasonable opinion is not technically or commercially feasible. Upon
     CSI's written request, Contractor shall provide reasonable evidence that
     any service proposed by Contractor pursuant to this Section is being
     offered on a basis consistent with Contractor's commercial practices.

          (b) In the event that a State requests a change or change order
     affecting the scope of Contractor's performance of services hereunder,
     Contractor shall prepare all necessary documentation, including pricing, to
     support the change or change order requested by the State for approval and
     submission by the CSI SAS Project Director, which approval will not be
     unreasonably withheld. Prior to submission to the State, CSI and Contractor
     shall agree to the change or change order, including performance and
     payment terms, in accordance with this Section 21. In the event that the
     change or change order is accepted by the State, the Contractor shall
     perform the required services and be compensated therefor as agreed between
     CSI and Contractor. Unless otherwise expressly agreed upon in writing by
     Contractor, in no event shall CSI present to a State any change order
     information provided by Contractor to CSI hereunder in the format provided
     by Contractor to CSI or in any form, format or context that would suggest
     to the State that the information was provided by Contractor.

          (c) Should Federal, State or County laws or regulations, including
     amendments to Title 7 of the Code of Federal Regulations, or the Quest
     Operating Rules represent a change in scope of performance, the parties
     will negotiate an amendment to this Agreement providing for an equitable
     adjustment of the Agreement. If the parties cannot agree to an equitable
     adjustment of this Agreement, then the Contractor may, at its option, and
     with one hundred eighty (180) days prior notice to CSI, terminate this
     Agreement.


                                       14
<PAGE>

          (d) Nothing in this Agreement shall be deemed to require Contractor to
     bear the cost of changes in scope of performance without an equitable
     adjustment of this Agreement.

     22. Interpretations and Disputes.

          (a) Interpretations. Contractor shall promptly notify the CSI SAS
     Project Director in the event of any conflict or any event that could
     detrimentally affect Contractor's ability to perform as contemplated
     hereby. In the absence of any State interpretation, the CSI SAS Project
     Director's reasonable interpretation of the scope of work shall govern. In
     the event that any portion of the Contractor's work is the subject of a
     State interpretation, the State interpretation shall control, subject to
     rights of appeal. CSI shall negotiate in good faith with the State on
     behalf of the Contractor. Contractor may use the dispute process described
     in Section 22(b)-(d) to resolve Contractor disagreements with a CSI
     interpretation of the Contract.

          (b) Disputes. The parties will act in good faith and in the best
     interests of the Project as it is defined in the Contract in attempting to
     resolve any disputes or differences of opinion that may arise during the
     term of this Agreement. Should the parties not be able to resolve a
     conflict through informal discussions, either party may by notice to the
     other request resolution of the dispute by reference to the procedure as
     follows. Within fifteen (15) business days of the notice one representative
     from CSI and Contractor with management-level authority to bind the
     respective parties shall meet to consider the dispute. The representatives
     shall complete their consideration of the dispute within ten (10) business
     days or such further time as is mutually agreed. In the event that the
     dispute cannot be resolved at this level within such period, the parties
     may present the dispute to a committee comprised of one representative of
     each party at the next senior level for resolution within five business
     days. In the event that the dispute cannot be resolved at the next senior
     level in such period, the parties may seek resolution through arbitration
     as hereinafter provided.

          (c) Arbitration. Any controversy or claim, whether such claim sounds
     in contract, tort or otherwise, arising out of or relating to this
     Agreement, after good-faith negotiations in an attempt to resolve any such
     controversy or claim and, if necessary reference to the higher management
     of the parties as provided in subsection (b) hereof, shall at the request
     of either party be resolved by a de novo review of the dispute in
     accordance with Title 9 of the United States Code and the then-current
     Commercial Arbitration Rules of the American Arbitration Association, by a
     sole arbitrator. In the event of any inconsistency between such rules and
     the arbitration provisions of this Agreement, these provisions shall
     supersede such rules. Judgment upon any award rendered by the arbitrator
     may be entered in any court having jurisdiction thereof. Any such
     arbitration shall be conducted in Chicago, Illinois. The arbitrator shall
     give effect to all statutes of limitation which would otherwise be
     applicable under this Agreement. At any time prior to arbitration, the
     parties may, without waiving or otherwise affecting their rights to request
     arbitration as provided above, agree to submit any controversy to
     mediation. Such mediation shall be governed by the then-current American
     Arbitration Association's Commercial Mediation Rules. All expenses and
     American Arbitration Association fees for any arbitration or mediation
     shall be borne by the parties equally. Each party shall bear the expenses
     of its own counsel, experts, witnesses, and preparation and presentation of
     proof. Notwithstanding the foregoing, the arbitrator, at his sole and
     absolute discretion, shall have the authority to award the prevailing party
     expenses and reasonable attorneys' fees. In any and all arbitration
     proceedings, the arbitrator shall not have the power or authority to award
     punitive damages to any party.

          (d) Appeal of Dispute with State. Disputes between Contractor and the
     State will be resolved, to the extent permitted thereby, by the disputes
     process in the Contract. If State law or the Contract preclude Contractor
     from filing a dispute directly with the State, CSI will file such dispute
     in CSI's name on behalf of Contractor without cost to CSI.

     23. Termination.

          (a) Termination for Convenience of the State. In the event that a
     State elects to terminate at its convenience or for reasons other than
     cause permitted by the Contract under the provisions therein, CSI and
     Contractor shall determine Contractor's reasonable costs resulting from
     such termination. CSI shall


                                       15
<PAGE>

     seek to ensure a complete recovery for Contractor of Contractor's
     reasonable costs or other entitlements under the provisions of the
     Contract; provided, however, that in the event that the amount recovered
     from the State is less than that estimated by CSI and Contractor, then CSI
     and Contractor shall negotiate an equitable allocation of the amount paid
     by the State for termination.

          (b) Termination for Default: Contractor. CSI may terminate this
     Agreement as it pertains to a State if at any time Contractor defaults in
     the performance of the Services for such State and fails to remedy such
     default as provided hereunder. In the event that the State notifies CSI
     that CSI is in default under the Contract, and CSI believes that such
     default is attributable to Contractor's performance, CSI shall provide
     written notice to Contractor specifying in reasonable detail why the
     Services performed by Contractor are not satisfactory to CSI. Contractor
     shall have eighty per cent (80%) of the cure period provided to CSI under
     the Contract to effect a cure in which to remedy Contractor's performance.
     In the event that the default is such that it cannot reasonably be cured
     within the set period contained in the Contract and the State allows CSI a
     reasonable period in which to cure such default so long as it promptly
     commences and diligently proceeds to effect such cure, then so long as
     Contractor promptly commences and diligently proceeds to effect such cure,
     then this Agreement shall continue in full force and effect. If Contractor
     disputes that it is in default, or disputes that it has not cured its
     performance within the period allotted, such dispute may be referred for
     resolution in accordance with the procedures in Section 22. CSI may
     terminate the Agreement as it pertains to the State only after Contractor
     and CSI have exhausted their administrative remedies within the State and
     as provided by Section 22 hereof, and the State has determined that
     Contractor and CSI are in default. The Agreement shall remain in effect for
     Contractor to provide the Services to any State in which Contractor is not
     in default. Nothing in this Agreement shall preclude Contractor from
     pursuing judicial or other legal remedies available to it under State or
     federal law.

          (c) Termination for Change in Control of Contractor. CSI may also
     terminate this Agreement for cause upon the acquisition of a controlling
     interest in the Contractor by an unrelated third party or the sale or
     transfer of the assets to an unrelated third party of Contractor's business
     necessary to provide the Services hereunder and (i) the acquirer thereof is
     unable to provide CSI with reasonably satisfactory assurances of its
     financial, professional and management ability to continue performance of
     this Agreement in a manner equivalent to or better than the performance of
     Contractor prior to the date of the intended change in control, or (ii) the
     acquirer is a parent, subsidiary or affiliate of any of the following:
     GTech Corporation or Transactive Corporation. In the event of any such
     acquisition, sale or transfer and CSI elects to terminate this Agreement,
     CSI shall provide not less than one hundred and eighty (180) days prior
     written notice of such termination to Contractor. Prior to the effective
     date of such termination, Contractor shall assist in the transition of
     delivery of Services from Contractor to CSI to the extent and in the manner
     as agreed by the parties prior to the commencement of such transition, but
     in any event Contractor shall comply with subsection 23(f) hereof.
     Contractor shall be compensated for such transition services at its actual
     and reasonable costs for providing such transition services, as agreed by
     the parties prior to the commencement of any such service.

          (d) Termination for Default: CSI. In the event that CSI fails to
     perform its obligations under this Agreement and such failure materially
     affects Contractor's ability to comply with its performance obligations
     hereunder, Contractor may declare CSI in default of this Agreement.
     Contractor shall provide written notice to CSI specifying the default in
     reasonable detail and CSI shall have thirty (30) days in which to effect a
     cure of its default other than for failure to make a payment hereunder
     (which must be cured within ten (10) days); provided that if a cure cannot
     reasonably be effected within such thirty (30) day period, then so long as
     CSI promptly commences, and diligently proceeds, to effect such cure, then
     this Agreement shall continue in full force and effect. If CSI fails to
     cure a default within a reasonable period of time, Contractor may terminate
     this Agreement on thirty (30) days' written notice to CSI. In addition to
     the foregoing, a termination of the Contract by the State for reason of
     default by CSI through no fault of Contractor shall constitute a material
     breach of this Agreement. In the event of a breach of this Agreement by CSI
     that does not give rise to termination, Contractor shall be entitled to
     claim indemnification pursuant to Section 12 hereof.


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<PAGE>

          (e) Effect of Termination by a State. Termination of the Contract by
     any State for other than default will not terminate this Agreement.
     Termination of the Contract by any State for reason of default by
     Contractor will not terminate this Agreement as to any other State except
     as hereinafter provided. In the event that a State terminates its Contract
     for other than default, Contractor will continue to perform the Services
     for the remainder of the States. In the event of the termination of a
     Contract by a State for reason of default by Contractor, CSI may terminate
     this Agreement for cause upon its determination that Contractor is unable
     to provide reasonably satisfactory assurances of its financial,
     professional and management ability to continue performance of this
     Agreement in remaining states in a manner substantially in accordance with
     the terms of this Agreement.

          (f) Return of State Materials. To the extent required by the Contract,
     and subject to Sections 7 and 8 of this Agreement, upon expiration or
     termination of this Agreement, all unfinished and unprocessable work,
     together with all finished or unfinished original documents or copies,
     reports or other materials, prepared by Contractor under this Agreement in
     performance of the Contractor's obligations arising under the Contract
     shall, at the option of CSI or the States, become CSI's or a State's
     exclusive property, whether or not in either of their possession, free from
     any claim or retention of right thereto on the part of Contractor, except
     as specifically provided herein, and shall be promptly delivered by
     Contractor to the requesting party. Each party shall promptly return to the
     other all of its property not covered by the foregoing.

     24. Miscellaneous Provisions.

          (a) Complete Agreement. This Agreement, together with any attachments
     hereto, constitutes the entire agreement between the parties with respect
     to the subject matter hereof and supersedes in all respects all prior
     proposals, negotiations, conversations, discussions and agreements between
     the parties, including but not limited to that certain letter agreement
     between the parties hereto regarding EBT Support Services, dated August 16,
     1995 and accepted by Contractor on August 23, 1995. Each Attachment revised
     and attached to the terms of this Agreement subsequent to the Execution
     Date shall supersede the existing versions of such Attachment and become a
     part of this Agreement.

          (b) Further Assurances. Contractor and CSI each acknowledge that this
     Agreement may be subject to the review and approval of the State in
     accordance with the Contract. Contractor and CSI shall negotiate in good
     faith any changes in this Agreement that may be required by the State under
     the approval provision of the Contract or necessitated by a conflict
     between the terms of this Agreement and the Contract. In addition, this
     Agreement shall be subject to any order, decree or similar directive issued
     by any court of competent jurisdiction, or any agreement among the parties
     and any agency or instrumentality of the federal or any state government to
     which the parties are bound, and the failure of either party to comply with
     any provision of the Agreement due to compliance with any such order,
     decree or agreement shall not constitute a breach of this Agreement,
     provided that should a party to this Agreement not be a party to such
     order, decree or agreement, the party subject to such order, decree or
     agreement shall notify the other party of such order, decree or agreement
     as soon as practicable (including advising the other party prior to the
     entry of an order or decree or execution of an agreement of the substance
     of the proposed order, decree or agreement).

          (c) Modification. No modification, waiver or amendment of any term or
     condition of this Agreement shall be effective unless and until it shall be
     reduced to writing and signed by both of the parties hereto or their legal
     representatives.

          (d) Assignment. This Agreement may not be assigned in whole or in
     part, by either party without prior written consent of the other, which
     consent may not be unreasonably withheld consistent with the standards set
     forth in Section 23(c), and the State, if so provided in the Contract. To
     the extent that State approval is required, consent by the State shall be
     deemed approval by CSI. CSI hereby reserves the right to assign this
     Agreement to any of its subsidiaries or affiliates. Contractor hereby
     reserves the right to assign this Agreement to its parent, a subsidiary or
     an affiliate as a part of a general assignment of the assets which comprise
     Contractor's government benefits business and with the consent or approval
     of such States as may be required.


                                       17
<PAGE>

          (e) Severability . If any term or provision of this Agreement should
     be declared invalid by a court of competent jurisdiction, the remaining
     terms and provisions of this Agreement shall be unimpaired.

          (f) Waiver. Failure by either party at any time to require performance
     by the other party or to claim a breach of any term of this Agreement will
     not be construed as a waiver of any right under this Agreement, will not
     affect any subsequent breach, will not affect the effectiveness of this
     Agreement or any part thereof, and will not prejudice either party as
     regards any subsequent action.

          (g) Survival of Provisions. The terms and provisions of this Agreement
     that by their sense and context are intended to survive the performance or
     termination of this Agreement shall so survive, including without
     limitation the making of any and all payments due hereunder. As provided in
     Section 23, termination of the Contract by the State does not terminate the
     terms and provisions of this Agreement.

          (h) Section Headings. Section headings are for convenience only and
     shall not be considered a part of the Terms and Conditions of this
     Agreement.

          (i) References to States and Contract. Any reference to "State" shall
     mean the State of Alabama, Arkansas, Kentucky, Missouri, or Tennessee
     acting in its individual capacity. Any reference to "States" shall mean any
     or all of the five States of Kentucky, Missouri, Alabama, Tennessee and
     Arkansas (the "Five States"), as the context may reasonably require. Any
     reference to a Contact shall mean any Contract between one of the Five
     States and Citibank.

          (j) Governing Law. This Agreement shall be governed by and construed
     in accordance with the laws of the State of New York.

          (k) Effective Date. This Agreement shall be effective upon its
     acceptance and due execution and delivery by Contractor and CSI.


     IN WITNESS WHEREOF, the parties hereto have executed this EBT Support
Services Agreement on the day and year shown below in each instance.


DELUXE GOVERNMENT SERVICES, A          CITICORP SERVICES INC.
DIVISION OF EFUNDS CORPORATION



By:  /s/ Lawrence J. Mosner               By:  /s/ Mark E. MacKenzie
   -------------------------------------      ----------------------------------
      (Authorized Signature)                          (Authorized Signature)
Printed                                   Printed
Name:   Lawrence J. Mosner                Name:    Mark E. MacKenzie
     -----------------------------------        --------------------------------
Title: Vice Chairman, Deluxe Corporation  Title:   President
       ---------------------------------         -------------------------------
Date:  April 17, 2000                     Date:    April 18, 2000
       ---------------------------------        --------------------------------

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