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Sample Business Contracts

Management Services Agreement - Carreker-Antinori Inc. and Infiteq LLC

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                        MANAGEMENT SERVICES AGREEMENT
                                      
                                      
                                      OF
                                      
                                      
                                 INFITEQ, LLC

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                              TABLE OF CONTENTS


Section 1:     Definition of Terms

Section 2:     Services to be Provided

Section 3:     Delivery of Documents

Section 4:     Management Services

Section 5:     Performance Requirements

Section 6:     Compensation

Section 7:     Integration and Bundling of INFITEQ Functional Member Services

Section 8:     Limitation of Liabilities, Indemnification

Section 9:     Term, Renewal

Section 10:    Termination for Convenience

Section 11:    Termination for Cause

Section 12:    Amendments

Section 13:    Confidentiality

Section 14:    Other Business and Activities of Carreker

Section 15:    Negation of Membership or Joint Venture

Section 16:    Miscellaneous


LIST OF EXHIBITS
     Exhibit A:     Delineation of Carreker Management Services and INFITEQ
                    Operating Expenses
     Exhibit B(i):  Management Services Compensation - Fee Schedule
     Exhibit B(ii): Management Services Compensation - Service Tiers
     Exhibit C:     Ramp-up Phase Governance Criteria
     Exhibit D(i):  Ramp-up Phase Revenue Distribution
     Exhibit D(ii): Revenue Flow Model - General
     Exhibit E:     Customer Service Model

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                         MANAGEMENT SERVICES AGREEMENT
    
     This MANAGEMENT SERVICES AGREEMENT ("Agreement") is made as of the 15th
day of January, 1998, between Carreker - Antinori, Inc. ("Carreker"), a Texas
Corporation,  and INFITEQ, LLC. ("INFITEQ"), a Delaware limited liability
corporation.

                                   RECITALS

     WHEREAS, INFITEQ has been established for the purpose of engaging in the
business of providing services to depository institutions relating to cash
management and other related check processing and check collection functions;
and INFITEQ will not engage in any business or activity not authorized for a
bank holding company.

     WHEREAS, INFITEQ desires that Carreker provide, and Carreker is willing
to provide, certain management services to INFITEQ during the term of this
Agreement; NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as
follows:

          1.   DEFINITION OF TERMS.  The following terms used in this Agreement
               shall have the following meanings (unless otherwise
               expressly provided herein).
    
               (a)  "BOARD OF MANAGERS" shall mean the Board of Managers of
                    INFITEQ.
    
               (b)  "BUSINESS PLAN" shall mean the annual projected
                    revenues, expenses, and general volume, customer, and
                    product assumptions that comprise the operating budget
                    of INFITEQ as approved by the Board of Managers.
    
               (c)  "CUSTOMER CONTRACT" shall mean the master agreement
                    between INFITEQ and the respective customer for
                    services.
    
               (d)  "EXECUTIVE COMMITTEE" shall mean the Executive
                    Committee of INFITEQ.
    
               (e)  "FUNCTIONAL MEMBER" shall mean any institution that is
                    performing a Board of managers approved functional role
                    for, or service through, INFITEQ.  Functional Members
                    may also be referred to as "Owner Providers" in the
                    exhibits to this Agreement.
    
               (f)  "SPONSOR MEMBER" shall mean Carreker, Fiserv, UPS WWL,
                    or NPC.
    
               (g)  "MANAGEMENT SERVICES" shall mean those services
                    provided pursuant to the management and operation of
                    INFITEQ's day-to-day business as more fully set forth
                    in Section 4 and in Exhibit A of this Agreement.
    
               (h)  "OPERATING EXPENSES" shall mean those expenses,
                    separately accounted for and payable by INFITEQ,
                    associated with the operation of INFITEQ as
                    specifically set forth in EXHIBIT A to this Agreement.

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               (i)  "MANAGEMENT FEE" shall mean those fees, separately
                    accounted for and payable by INFITEQ, associated with
                    the management of INFITEQ as specifically set forth in
                    EXHIBIT B(i) to this Agreement.
    
               (j)  "RAMP-UP PHASE" shall mean the interim period after
                    formation where INFITEQ revenues will not be sufficient
                    to cover expenses incurred to provide adequate
                    Management Services under contract, as specifically set
                    forth in EXHIBIT C to this Agreement.
    
               (k)  "REVENUE FLOW MODEL" shall mean the method of revenue
                    distribution within INFITEQ as set forth in EXHIBIT
                    D(i).
    
               (l)  "WORKING AGREEMENTS" shall mean the multi-party service
                    level agreements that are anticipated to be put in
                    place with each Customer Contract.
    
          2.   SERVICES TO BE PROVIDED.  Carreker agrees to render the services
               and undertake the duties set forth in Sections 4 and 5 of
               this Agreement, for the compensation and on the terms herein
               provided.
    
          3.   DELIVERY OF DOCUMENTS.  Each of the parties will make, execute,
               acknowledge and deliver such other instruments and
               documents, and take all such other actions, as the other
               party may reasonably request and as may reasonably be
               required in order to effectuate the purposes of this
               Agreement and to carry out the terms hereof.
    
          4.   MANAGEMENT SERVICES.  Subject to the supervision, direction, and
               approval of the Board of Managers and/or the Executive
               Committee of INFITEQ, Carreker will operate, manage, direct
               and supervise the ongoing conduct of INFITEQ's day-to-day
               business from and after the effective date of this Agreement
               including without limitation to the following:
    
               (a)  Contracting for and purchasing on behalf of INFITEQ all
                    services and goods to be used in connection with the
                    operation of INFITEQ's business;
    
               (b)  With written Functional Member consent, putting into
                    effect all advertising or other business solicitation
                    activities and all business policies with respect to
                    such advertising or solicitation activities;
    
               (c)  Negotiating and entering into contracts on behalf of
                    INFITEQ with such other service providers and
                    independent contractors to perform services for INFITEQ
                    in connection with the operation of INFITEQ's business,
                    consistent with Section 10.12 of the Limited Liability
                    Company Operating Agreement and subject to exclusive
                    right of first refusal by current Sponsor Members
                    performing like services, and supervising the
                    administration and monitoring the performance of all
                    work performed and

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                    services rendered by such other service providers and
                    independent contractors under all such contracts;
    
               (d)  Negotiating and entering into contracts on behalf
                    INFITEQ with depository institutions whereby INFITEQ
                    contracts to provide funds management and related
                    services to such customers and supervising the
                    administration and monitoring the performance of all
                    work performed and rendered under such contracts and
                    the Customer Contracts;
    
               (e)  Establishing pricing and packaging for INFITEQ
                    services;
    
               (f)  Undertaking general product development and management
                    responsibilities of integrated INFITEQ product
                    offerings, including planning product and services
                    enhancements and preparation of business proposals to
                    be presented to the Board of Managers, Executive
                    Committee, and pertinent standing committees of
                    INFITEQ, but excluding product development and/or
                    management of individual functional Member products;
    
               (g)  Providing general relationship management of INFITEQ
                    client base to ensure continuity of quality and
                    service;
    
               (h)  Providing strategic market advice and service direction
                    for each INFITEQ line of business;
    
               (i)  Providing sufficient sales and sales support resources
                    to achieve INFITEQ revenue and profit objectives as
                    stipulated in the INFITEQ Business Plan.  Carreker will
                    produce a Monthly Sales Report, Prospective Business
                    Report and Report of sales activities which will be
                    provided to each INFITEQ partner.  These reports will
                    include completed sales, identified prospects and
                    projected value of sales from each.  The Report of
                    Sales Activities will be a summary of sales calls by
                    sales representative.
    
                    Carreker will establish sales objectives for each sales
                    representative for each of the services offered by the
                    INFITEQ partners.  These sales objectives will be
                    consistent with the INFITEQ Business Plan and will be
                    provided to the INFITEQ partners.
    
               (j)  Coordinating implementation of Customer Contracts,
                    including project planning among Functional Members,
                    depository institutions and customers and INFITEQ;
    
               (k)  Preparing and executing contingency plans as required;

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               (l)  Providing customer service as a central point of
                    contact for INFITEQ customers to resolve issues not
                    resolved by primary service vendors as set forth in
                    EXHIBIT E in this Agreement;
    
               (m)  Monitoring the performance quality of Functional
                    Members and recommending any needed changes to Customer
                    Contract(s) and/or Working Agreements to the Executive
                    Committee;
    
               (n)  Maintaining office facilities for INFITEQ (which may be
                    in the offices of Carreker);
    
               (o)  Coordinating the preparation and distribution of
                    materials for meetings of the Board of Managers and
                    committees thereof, as well as advisory groups or
                    committees;
    
               (p)  Furnishing financial advice and services, including
                    preparation of operating budgets for INFITEQ;
    
               (q)  Providing a centralized billing process, and preparing
                    monthly financial reports;
    
               (r)  Coordinating the provision of legal advice and counsel
                    to INFITEQ;
    
               (s)  Coordinating the preparation of reports to INFITEQ's
                    shareholders of record; and
    
               (t)  Generally assisting in all aspects of INFITEQ's
                         operations.
    
          5.   PERFORMANCE REQUIREMENTS.
    
               (a)  In performing all services under this Agreement,
                    Carreker shall (i) act subject to the supervision and
                    direction of the Board of Managers and/or the Executive
                    Committee; (ii) consult and coordinate with legal
                    counsel for INFITEQ, as necessary and appropriate, and
                    (iii) advise and report to INFITEQ and its legal
                    counsel, as necessary or appropriate, with respect to
                    any compliance or other matters that come to its
                    attention.
    
               (b)  Carreker shall consult with the keep INFITEQ advised
                    concerning all material aspects of Carreker's
                    activities with respect to the management and operation
                    of INFITEQ.  Carreker shall cause INFITEQ to prepare
                    and furnish to each Member financial statements of
                    INFITEQ including a balance sheet as of the end of each
                    calendar quarter, a statement of income for such
                    calendar quarter, and statements of Members' equity and
                    changes in financial position.  Such statements will be
                    audited on an annual basis by INFITEQ's independent
                    audit firm.

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               (c)  Carreker may submit proposals for its services to be
                    remarketed through INFITEQ to the Board of Managers or
                    Executive Committee and shall abstain form voting with
                    respect to such proposals.
    
               (d)  Carreker shall hire full-time employee(s) as such
                    employee(s) become appropriate or necessary in order to
                    conduct the operations of INFITEQ, subject to Executive
                    Committee approval during the Ramp-up Phase.
    
               (e)  Each year, Carreker shall prepare a business Plan and
                    operating budget to be approved by the Board of
                    Managers.  Carreker shall prepare monthly operating
                    budgets for INFITEQ for the first year of the term of
                    this Agreement, which shall be consistent with the
                    Business Plan, to be approved by the Board of Managers.
    
                    Included in the Business Plan will be sales object by
                    product with the expected revenues for the year for
                    each product.  It will also include the sales staffing,
                    training, promotion, advertising and trade show plans
                    for the INFITEQ sales force that will be required to
                    meet the objectives.  Also included in the Business
                    Plan will be a list of speeches and trade show
                    visibility programs that support sales of INFITEQ
                    partner services.  Carreker will provide each INFITEQ
                    partner with a list of required marketing collateral
                    with sufficient lead-time to supply such materials to
                    support trade shows and other events.
    
                    During the term of this Agreement, the timing and
                    frequency of reporting by Carreker will be determined
                    by the Executive Committee.  Modification of the
                    Business Plan and/or operating budgets may be made
                    quarterly and approved by the Board of Managers or
                    Executive Committee, as appropriate.
    
          6.   COMPENSATION.  For the services to be rendered and the facilities
               to be furnished by Carreker, as provided for in this
               Agreement, Carreker shall be compensated by INFITEQ in
               accordance with the following terms:
    
               (a)  During the Ramp-up Phase, INFITEQ shall pay to Carreker
                    each month a Management Fee as set forth in Exhibit C.
                    Carreker may request m0onthly run-rate adjustments from
                    the Executive Committee as warranted by increased
                    business activity within INFITEQ.  The monthly
                    Management Fee is subject to the provisions set forth
                    in EXHIBIT C to this Agreement.  In addition to the
                    monthly Management Fee, incremental revenues above
                    Functional Member delivery prices to INFITEQ will be
                    distributed according to the guidelines set forth in
                    EXHIBIT D(i).
    
               (b)  After the Ramp-up Phase of INFITEQ, this Agreement will
                    convert fully to the "percent of revenue" Management
                    Fee Compensation Schedule as set forth in EXHIBIT B(i)
                    to this Agreement.  After the Ramp-up Phase,

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                    incremental revenues above Functional Member prices to
                    INFITEQ will be distributed according to the guidelines
                    set forth in Exhibit D(ii).
    
               (c)  All INFITEQ Operating Expenses will be a part of the
                    budget submitted for approval to the Board of Managers,
                    by Carreker, under Section 5 of this agreement.
                    Expenses incurred by Carreker, without such Board
                    approval, which would cause INFITEQ to be in a negative
                    equity position, shall be the responsibility of
                    Carreker.
    
                    Carreker shall also submit an invoice and supporting
                    documentation for any INFITEQ Operating Expenses
                    directly incurred in the prior month for immediate
                    reimbursement.  The Invoice for prior month's Operating
                    Expenses to be reimbursed and current month Management
                    Fees will coincide.
    
               (d)  In addition to the amounts described above, Carreker
                    shall be paid a 10% commission fee on any additional
                    capital raised from all new Board of Manager approved
                    Functional Members.
    
               (e)  In the event of any alteration in the Revenue Flow
                    Model, compensation and revenue flows for Customer
                    Contracts in place at the time such resolution is
                    approved by the Board of Managers shall remain in
                    effect.
    
               (f)  For its pre-formation activities between July 1, 1997,
                    and November 30, 1997, INFITEQ shall pay to Carreker a
                    one-time fee of $277,500, which will be payable within
                    30 days of formation, provided that INFITEQ funds are
                    available.
    
          7.   INTEGRATION AND BUNDLING OF INFITEQ FUNCTIONAL MEMBER SERVICES.
               to maximize INFITEQ revenue potential, Carreker, or a
               subsidiary or affiliate of Carreker, will seek to
               integrate and bundle various INFITEQ Functional Member
               services.  Carreker will identify INFITEQ integration
               investment requirements to the Functional Members for
               both individual and collective development
               opportunities.  If, upon formal presentation of the
               proposed investment required, the INFITEQ Functional
               Member(s) decline(s) to invest or, within 30 days, have
               not stated an intention to participate, then Carreker
               can seek outside capital investment, subject to
               approval by the Board of Managers.  Such investors will
               have full claim on any incremental profits generated
               from the integrated capabilities in accordance with the
               INFITEQ Revenue Flow Model set forth in EXHIBIT D(ii)
               to this Agreement.
    
          8.   LIMITATION OF LIABILITIES; INDEMNIFICATION.
    
               (a)  INFITEQ shall indemnify, defend and hold Carreker
                    harmless from and against any losses arising out of or
                    relating to (i) any default, breach, violation or non-
                    performance by INFITEQ of any covenant, condition or

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                    agreement of INFITEQ contained in this Agreement, (ii)
                    any breach of the representation and warranties of
                    INFITEQ contained in this Agreement, or any document,
                    undertaking or certificate required by INFITEQ pursuant
                    hereto, (iii) any negligent acts or omissions or
                    willful misconduct by or on behalf of INFITEQ in the
                    course of fulfilling the obligations of INFITEQ
                    hereunder, (iv) subject to the terms of this Agreement,
                    any and all payments made by Carreker to third parties
                    on behalf of INFITEQ, and (v) all reasonable fees and
                    expenses incurred in the enforcement of this indemnity
                    by Carreker; provided that INFITEQ shall not be
                    required to indemnify Carreker for any losses to the
                    extent that they are caused by the willful misconduct,
                    bad faith, or gross negligence of Carreker in
                    connection with the performance of its services under
                    this Agreement.  Carreker shall not be liable for any
                    action taken or omitted in good faith at the request or
                    direction of the Board of Managers of INFITEQ or any
                    committee thereof in connection with the performance of
                    Carreker's duties under this Agreement.  Carreker shall
                    also not be liable for actions taken or omitted in good
                    faith in reliance on advice received from its or
                    INFITEQ's legal counsel, independent public accountants
                    or other professional advisors.
    
               (b)  Carreker shall indemnify, defend and hold INFITEQ
                    harmless from and against any losses arising out of or
                    relating to (1) any default, breach, violation or non-
                    performance by Carreker of any covenant, obligation,
                    condition or agreement of Carreker contained in this
                    Agreement, (ii) any breach of the representations and
                    warranties of Carreker contained in this Agreement, or
                    in any document, undertaking or certificate required by
                    Carreker pursuant hereto, (iii) any negligent acts or
                    omissions or willful misconduct by or on behalf of
                    Carreker in the course of fulfilling the obligations of
                    Carreker hereunder, and (iv) all reasonable fees and
                    expenses incurred in the enforcement of this indemnity
                    by INFITEQ, provided that Carreker shall not be
                    required to indemnify INFITEQ for any losses to the
                    extent that they are caused by the willful misconduct,
                    bad faith or gross negligence of INFITEQ.
    
               (c)  Each party's indemnification rights shall be their sole
                    remedy with respect to a party's losses resulting from
                    third party liabilities.  Each party's right to damages
                    shall be limited to compensatory damages, and no party
                    to this Agreement shall be liable for any indirect,
                    special, punitive or consequential damages.
    
               (d)  Notwithstanding any other provisions of this Agreement,
                    Carreker shall not be liable for any loss suffered by
                    INFITEQ in connection with the performance of
                    Carreker's obligations and duties under this Agreement
                    unless INFITEQ has initiated a legal or arbitration
                    proceeding with respect to such loss within three (3)
                    years of the occurrence of the event, action or failure
                    to act giving rise to such loss.

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<PAGE>

               (e)  Any dispute or controversy arising between Carreker and
                    INFITEQ in connection with the interpretation or
                    enforcement of this Agreement shall be settled
                    exclusively by binding arbitration in Dallas, Texas in
                    accordance with the rules of the American Arbitration
                    Association then in effect and judgment upon the award
                    rendered may be entered in any court having
                    jurisdiction thereof.

          9.   TERM, RENEWAL.  Subject to earlier termination as provided in
               this Agreement, this Agreement shall become effective on the
               date herein and shall remain in force and effect for a term of
               ten (10) years, and shall automatically renew thereafter for
               successive two (2) year periods, subject to termination by
               either party at the end of the original term or any extension
               thereof by the giving of written notice of nonrenewal at least
               120 days prior to the end of the original term or the extension
               thereof, as applicable.
    
          10.  TERMINATION FOR CONVENIENCE.

               (a)  During the Ramp-up Phase, INFITEQ shall not be able to
                    terminate this Agreement except for cause as provided
                    in Section 11.
    
               (b)  After the Ramp-up Phase, either party may terminate
                    this Agreement, with or without cause, upon not less
                    than 180 days prior written notice to the other party.
                    In no event shall INFITEQ terminate this Agreement for
                    convenience prior to one year after the effective date
                    of formation, as defined in the Limited Liability
                    Company Operating Agreement.
    
               (c)  In the event of any termination of INFITEQ pursuant to
                    this Section 10, in addition to all other amounts owing
                    to Carreker through the date of termination as provided
                    herein, Carreker shall be entitled to reimbursement for
                    any reasonable and documented expenses actually incurred
                    in connection with a mutually agreed upon unwind period.
                    Carreker shall use its commercially reasonable efforts to
                    mitigate all reasonable and documented expenses.  Carreker
                    shall additionally be entitled to continue to receive any
                    management services revenue in accordance with the Revenue
                    Flow Model as described in Exhibit D(ii), for any Customer
                    Contracts as long as those Customer Contracts are in effect.
                    The provisions set forth in this paragraph apply to all
                    parts of Section 10 and a termination pursuant to
                    Section 11(e).

               (d)  In the event of termination by Carreker pursuant to this
                    Section 10, INFITEQ shall be entitled to reimbursement for
                    any reasonable and documented expenses actually incurred in
                    connection with a mutually agreed upon unwind period. 
                    INFITEQ shall use its commercially reasonable efforts to
                    mitigate, and permits Carreker as INFITEQ's agent to
                    mitigate, all reasonable and documented expenses.


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               (e)  Upon any termination hereunder, each party shall deliver to
                    the other party all property, documents, books and records,
                    including related software, of the other party then in its
                    custody or possession.  Carreker shall cooperate with
                    INFITEQ and any successor provider of management services
                    selected by INFITEQ in the orderly transfer and assumption
                    of the management responsibilities of INFITEQ.

               (f)  Except as provided in the Limited Liability Company
                    Operating Agreement of INFITEQ, the rights and obligations
                    of Carreker as a Functional Member of INFITEQ shall not be
                    affected by the termination of this Agreement.

               (g)  Carreker agrees that subsequent to the expiration of this
                    Agreement, Carreker shall provide, for a reasonable period
                    of time, but not to exceed six (6) months without being
                    subjected to additional premium, such management services
                    as are reasonably requested by INFITEQ, at a fee to be
                    mutually agreed upon by INFITEQ and Carreker.

               (h)  In the event of the acquisition of substantially all
                    other assets or voting securities of INFITEQ by another
                    entity, this Agreement shall remain in full force and
                    effect.

          11.  TERMINATION FOR CAUSE.  Either party may terminate this Agreement
               for cause if the other party:

               (a)  materially breaches any material provision of this
                    Agreement and, after notice of such breach, shall have
                    failed to cure such breach within thirty (30) days after
                    notice of such breach is given to the breaching party; or

               (b)  commits an act of willful misconduct, gross negligence or
                    fraud.  Such termination may be effected by giving the other
                    party written notice of termination, which notice shall
                    specifically identify the act upon which termination is
                    based; or

               (c)  has a petition filed against it for an involuntary
                    proceeding under any applicable bankruptcy, insolvency or
                    other similar law now or hereafter in effect, and such
                    petition shall not have been dismissed within sixty (670)
                    days of filing; or a court having jurisdiction shall have
                    appointed a receiver, liquidator, assignee, custodian,
                    trustee, sequestrator or similar official of such party for
                    any substantial portion of its property, or ordered the
                    winding up or liquidation of its affairs; or

               (d)  commences a voluntary proceeding under any applicable
                    bankruptcy, insolvency or other similar law now or
                    hereafter in effect, or shall have made any general
                    assignment for the benefit of creditors, or shall have


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<PAGE>

                    failed generally to pay its debts as they became due.
                    The defaulting party agrees that, if any of the events
                    specified in subsections (b) or (c) of this Section 11
                    shall occur, it shall give written notice thereof to the
                    other party within seven (7) days following occurrence of
                    such event.  Upon receipt of such notice, or upon becoming
                    aware of a default the other party may, in its sole
                    discretion, terminate this Agreement immediately upon
                    deliver of a written notice of such termination to the
                    defaulting party; or

               (e)  in the case of Carreker, in the event of a merger or
                    acquisition by a entity resulting in a change of control
                    in Carreker (a change of control shall occur if the merger
                    or acquisition results in a significant change of the
                    current management structure and in the acquiring entity
                    owning 51% or more of the total stock of Carreker); Carreker
                    shall use its best efforts to notify the Board prior to any
                    such change of control; the Board shall then have not more
                    than 15 days from the date of notification to decide whether
                    to terminate this Agreement pursuant this clause (e);
                    provided, however, that a termination pursuant to this
                    clause shall require the affirmative vote of at lest
                    two-thirds of the Board of Managers; and provided, further,
                    Carreker becoming a publicly held company will not be
                    considered a change of control; or

               (f)  in the event this Agreement is terminated by INFITEQ
                    pursuant to this Section 11, Carreker shall be entitled
                    to costs for services expended through the effective
                    date of such termination.  Termination of Carreker
                    Management Services shall be separate and apart from
                    the Customer Contracts and associated revenues Carreker
                    has as a Functional Member.
    
          12.  AMENDMENTS.  No provision of this Agreement may be changed,
               discharged or terminated orally, but only by an instrument in
               writing signed by the party against which enforcement of the
               change discharge or termination is sought.

          13.  CONFIDENTIALITY.  All books, records, information and data
               pertaining to the business of INFITEQ and INFITEQ's prior,
               present or potential shareholders and customers that are
               exchanged or received pursuant to the performance of Carreker's
               duties under this Agreement shall remain confidential and shall
               not be disclosed to any other person, except as specifically
               authorized by INFITEQ or as may be required by law.

          14.  OTHER BUSINESS AND ACTIVITIES OF CARREKER.  Except to the extent
               necessary to perform Carreker's obligations under this Agreement,
               nothing herein shall be deemed to limit or restrict the right of
               Carreker or any employee of Carreker to engage in any other
               business or to devote time and attention to the management or
               other aspects of any other business, whether of a similar or
               dissimilar nature, or to render services of any kind to any
               other corporation, firm, individual or association; provided,
               however, that during the term of this Agreement, Carreker agrees
               not to engage in any activities which are functionally
               competitive with the


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<PAGE>

               services to be provided by INFITEQ.  INFITEQ acknowledges that
               the persons employed by Carreker to assist in the performance
               of Carreker's duties under this Agreement are not required to
               devote their full time to such service and nothing contained in
               this Agreement shall be construed to the contrary.

          15.  NEGATION OF MEMBERSHIP OR JOINT VENTURE.  Nothing contained in
               this Agreement shall constitute, or be construed to be or to
               create, a partnership, joint venture or lease between Carreker
               and INFITEQ.

          16.  MISCELLANEOUS.

               (a)  Any notice or other instrument authorized or required
                    by this Agreement to be given in writing to INFITEQ or
                    Carreker shall be sufficiently given if addressed to be
                    that party and received by it at its office set forth
                    below or at such other place as it may from time to
                    time designate in writing.


               Attention:
               To INFITEQ:              To Carreker:
               ___________________      Carreker - Antinori, Inc.
               ___________________      14001 N. Dallas Parkway, Suite 1100
               ___________________      Dallas, Texas  75240


               (b)  This Agreement shall extend to and shall be binding
                    upon the parties hereto and their respective successors
                    and permitted assigns; PROVIDED, HOWEVER, that this
                    Agreement shall not be assignable without the written
                    consent of the other party; except that Carreker shall
                    have the absolute right to assign this Agreement to a
                    subsidiary or affiliate.  In the event that Carreker
                    assigns this Agreement to an affiliate or subsidiary,
                    there shall be no unaffiliated third-party owner in
                    such entity without the written consent of the Board of
                    Managers of INFITEQ.

               (c)  This Agreement shall be construed in accordance with
                    the laws of the State of Texas.

               (d)  This Agreement may be executed in any number of
                    counterparts each of which shall be deemed to be a
                    original and which collectively shall be deemed to
                    constitute only one instrument.

               (e)  The captions of this Agreement are included for
                    convenience of reference only and in no way define or
                    limit any of the provisions hereof or otherwise affect
                    their construction or effect.

               (f)  Sections 8, 10(c), 10(e), 10(g), 11(f), 13, and 16 shall
                    survive termination of this Agreement.


                                      11

<PAGE>

               (g)  This Agreement constitutes the entire agreement between the
                    parties hereto with respect to the matters described herein.

     IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed and delivered by their duly authorized officers as of the
date first written above.

                                       INFITEQ, LLC
Carreker-Antinori, Inc.                Fiserv Solutions, Inc.

By: /s/ J.D. Carreker                  By: /s/ Norman J. Baltmasar 
------------------------------           ----------------------------------
Name: J.D. Carreker                    Name: Norman J. Baltmasar     
------------------------------              -------------------------------
Title: Chairman                        Title: Executive Vice President
------------------------------               ------------------------------

                                       Carreker-Antinori, Inc., as Member

                                       By: /s/ J.D. Carreker
                                          ---------------------------------
                                       Name: J.D. Carreker
                                             ------------------------------
                                       Title: Chairman
                                             ------------------------------
    
                                       UPS Worldwide Logistics, Inc., as member
    
                                       By: /s/ Danise P. Magio     
                                          ---------------------------------
                                       Name: Danise P. Magio

                                       Title: SVP Chief Operating Officer
                                             ------------------------------
    
                                       National Processing Company, as member
    
                                       By: /s/ David R. Zork       
                                          ---------------------------------
                                       Name: David R. Zork           
    
                                       Title: Executive Vice President
                                             ------------------------------


                                      12

<PAGE>

Exhibit A


                                   DELINEATION OF CARREKER MANAGEMENT SERVICES
                                             AND INFITEQ OPERATING EXPENSES


              Management Services                 INFITEQ Operating Expenses
              -------------------                 --------------------------
                                        
   (1)  Buyer/Seller of INFITEQ Services     (1)  Financial Mgmt/Reporting
   (2)  Functional Partner                   (2)  CEO/CFO Allocations
          Development/Management             (3)  Audit/Tax
   (3)  Product Development/Mgmt             (4)  INFITEQ Legal
   (4)  Relationship Management              (5)  Insurance/Risk Management
   (5)  General Sales                        (6)  Marketing and Promotion
   (6)  Sales Support of INFITEQ                  - Tradeshows/Public Relations
          Customer Base                           - Brochures/Collateral
   (7)  Customer Service                          - Internet/Intranet Development
   (8)  Implementation Support/Mgmt
   (9)  Performance Tracking
   (10) Billing/Collections
   (11) General Management Duties for
          Day-to-Day Operations


Notes:

-    Management Services Fees shall be paid as set forth in exhibit B(i)

-    INFITEQ Operating Expenses, as approved by the Executive Committee, shall
     be paid directly from an INFITEQ account specifically designated for
     this purpose.  As the paying agent, Carreker shall provide a detailed
     accounting of all Operating Expenses on a monthly basis.

-    During the Ramp-up phase, INFITEQ Operating Expenses will be paid from
     funds held in the INFITEQ capital account.

-    The intent of the methods stated above is to equitably allocate INFITEQ
     Operating Expenses amongst Functional Members relative to the benefit
     received; however, the Executive Committee may review at any time
     these methods in their entirety, or for specific situations, and
     implement alternate methods as it sees fit.


                                      13

<PAGE>

Exhibit B(i)

                                               MANAGEMENT SERVICES COMPENSATION
                                                                 - FEE SCHEDULE



        Projected Categories of
   Management Services Requirements                 Percent of Provider Revenue   
   --------------------------------                 ---------------------------  
                                          
I.   "Off-the-Shelf" Customer                    4%-Management content illustrated   
     Contracts                                        in Exhibit B(ii)               
                                                 3%-Discounted Provider pricing      
                                                      and/or minimal Carreker        
                                                      management content.            
                                                                                     
II.  Integrated Customer Contracts               7%-Management content illustrated   
                                                      in Exhibit B(ii)               
                                                 5%-Discounted Provider pricing      
                                                      and/or reduced Carreker        
                                                      management content             

III. Product Development/Integration by          Compensation for Carreker Product
                                                 Management Services to be determined
                                                 on a project-by-project basis.

IV.  Service Warehouse Development               Compensation for Carreker Management
                                                 Services to be determined on a
                                                 project-by-project basis.  Members
                                                 may or may not elect to participate
                                                 in the funding of the Service
                                                 Warehouse development.


NOTES:

-    DISCOUNTED PROVIDER PRICING is defined as less than acceptable minimum
     Provider margins (e.g. 10%) for services in a given Customer Contract.

-    "OFF-THE-SHELF" Customer Contracts, as illustrated in Exhibit B(ii), are
     defined as single Provider Customer Contracts where mark-up opportunities
     are considered minimal.

-    INTEGRATED Customer Contracts, as illustrated in Exhibit B(ii), are defined
     as multi-Provider Customer Contracts where Carreker has bundled services
     from two or more Providers of INFITEQ including additional tangible
     services and/or software, consulting, or training services to be provided
     to a Customer or Client Bank.  Integrated Customer Contracts will require
     more Carreker management Services, and thus entail higher management
     compensation rates.


                                      14

<PAGE>

Exhibit B(i)

-    Providers will contribute the percent of revenue stated above only to the
     extent that INFITEQ mark-up over cost of service from the Provider does not
     meet the agreed upon rate of compensation.

-    SERVICE WAREHOUSE is defined as the information management system which
     will support INFITEQ service offerings.  The Service Warehouse will be
     funded out of additional capital raised from Sponsor Members and new
     Functional Members that elect to participate in its funding.














                                      15

<PAGE>

Exhibit B(ii)

                                               MANAGEMENT SERVICES COMPENSATION
                                                                - SERVICE TIERS


                                Select participation
                                  of investment by
                                       partners            Service Warehouse
                                                              Development


                                       Project          Product Development/
                                       Budget          Integration by Product
                                        TBD            (MORE PARTNER SPECIFIC)


                    5-7% of
               Provider Revenue

                 --------------------------------------------------------------
                          More Integrated Customer Contracts - Mgmt Services
                        -------------------------------------------------------

                       - Product Development/Mgmt    - Implementation
                       - Sales Support of INFITEQ      Support/Mgmt
                         Customers                   - Customer Service
                       - Financial Partner Mgmt      - Buyer/Seller of Services
                 --------------------------------------------------------------

          3 - 4% of
          Provider
          Revenue
     --------------------------------------------------------------------------
                "Off-the-Shelf" Customer Contracts - Management Services
                --------------------------------------------------------

     - General Sales Lead Dev.   - Billing/Collection       - Marketing/PR
     - Relationship Mgmt         - Performance Tracking       (Dev./Mantime)
                                 - General Management       - Product Packaging
                                 - Customer Service (minimal)
     --------------------------------------------------------------------------




                                     16
<PAGE>
                                              RAMP-UP PHASE GOVERNANCE CRITERIA

- Commencing December 1997 and continuing through the Ramp-up Phase. 
  INFITEQ shall pay to Carreker each month a Management Fee equal to $45,000
  per month to be paid the first week of each month.  Carreker will also be
  reimbursed for out-of-pocket expenses up to $10,000 per month.  Expenses
  exceeding $10,000 per month shall require prior Executive Committee
  pproval.

- In general, the Ramp-up Phase is the pre-defined period of time where
  INFITEQ revenues will not be sufficient to cover required Operating
  Expenses and management Services Fees.

- The Executive Committee can authorize either termination of the Ramp-up
  Phase or adjustments to the INFITEQ Operating Budget based on any of the
  following criteria:

    -  INFITEQ revenues are sufficient to cover Carreker Management Services
       Fees (a minimum of $75,000 per month) and INFITEQ Operating Expenses
    -  INFITEQ capital account balance has no remaining working capital
    -  Twenty-four months has expired since the date of formation of INFITEQ

- Ramp-up Phase operating budget will be reviewed monthly by the Executive
  Committee of INFITEQ.

- Working capital requirements during the Ramp-up Phase will be determined
  by the following calculation: 
           (A)  INFITEQ Cost of Goods Sold {Provider Price(s)}
           (B)  Carreker Management Services Fees  
           (C)  INFITEQ Operating Expenses

                INFITEQ REVENUE - (A) - (B) - (C) =  RAMP-UP PHASE MONTHLY
                                                     WORKING CAPITAL REQUIREMENT


                                      17
<PAGE>
                                             RAMP-UP PHASE REVENUE DISTRIBUTION


      Scenario                 Scenario B                     Scenario C
      --------                 ----------                     ----------
   Off-the-Shelf          Integrated (Mark-Up)         Integrated (Value Based)






                                    [GRAPH]






         SCENARIO A                SCENARIO B               SCENARIO C
         ----------                ----------               ----------
  - Scenario A              - Scenario B             - Scenario C
    represents a revenue      represents a revenue     represents a revenue
    stream from a             stream from a            stream from a
    Customer Contract         Customer Contract        Customer contract
    where Carreker may        where Carreker has       where Carreker has
    not be able to mark       bundled services         bundled services
    up services from one      from 2 Providers,        from two Providers
    Provider due to           but is not able to       and provided
    price sensitivities       mark up the              training and
    in the market.  Any       aggregate Provider       implementation
    mark-up over the          Prices more than 5%      support as part of
    Provider price            due to price             the aggregate
    Carreker is able to       sensitivities in the     Provider Price to
    achieve will flow         market.                  INFITEQ.
    directly to
    Carreker.


                                      18
<PAGE>


         SCENARIO A               SCENARIO B              SCENARIO C
         (CONTINUED)              (CONTINUED)             (CONTINUED)
         -----------              -----------             -----------
   - Management             - Revenues from the      - Carreker is able
     Services Fees are        5% mark-up flow          to mark up the
     for "off-the-shelf"      directly to Carreker     aggregate Provider
     scope, and will be       for Management           Price by 4% to the
     4% of Provider           Services Fees.           INFITEQ customer.
     revenue as set forth                               In addition to the
     in EXHIBIT B(i).       - In order to              4% mark-up, Carreker
     Providers distribute     satisfy the "% of        is able to develop a
     rebates equivalent       Revenue" Management      float sharing
     to 4% of Provider        Fee compensation         arrangement with the
     revenue to Carreker      requirements set         INFITEQ customer
     during the Ramp-up       forth in EXHIBIT         because of
     Phase.                   B(i), Providers, at      significant value
                              their option, may        associated with the
                              either:  (a)             integrated offering
                              distribute rebates       (e.g. significant
                              equivalent to 2% of      revenue increase
                              Provider revenue to      opportunities).
                              Carreker, (b) offer               
                              INFITEQ reduced        - Revenues from the
                              processing fees for      4% mark-up and float
                              this particular          flow directly to
                              transaction which        Carreker.  Revenues
                              may be acceptable to     from the Carreker
                              the customer and         Provider Services of
                              INFITEQ, but may         training and
                              still result in a        implementation
                              lower margin to          support also flow
                              INFITEQ than 5%, or      directly to
                              (c) decline to bid.      Carreker.
                                                                
                                                           
                                                     - "% of Revenue"
                                                       Management Fee
                                                       compensation
                                                       requirements for
                                                       integrated services
                                                       (i.e. 7% of Provider
                                                       Revenue as set forth
                                                       in EXHIBIT B(i)) are
                                                       met because of
                                                       additional float
                                                       sharing revenue
                                                       Carreker is able to
                                                       negotiate with the
                                                       INFITEQ customer as
                                                       part of contract
                                                       term

                                      19
<PAGE>

Exhibit D(ii)

                                                   REVENUE FLOW MODEL - GENERAL






                                    [GRAPH]







                                      20

<PAGE>

Exhibit E

                                                         CUSTOMER SERVICE MODEL






                                    [GRAPH]







                                      21