AMENDMENT NO. 1 TO RETENTION AGREEMENT

EXHIBIT 10.33

AMENDMENT NO. 1
TO
RETENTION AGREEMENT

     THIS AMENDMENT NO. 1 (“Amendment No. 1”) to the Retention Agreement referred to herein below, dated as of December 4, 2006, by and between eFunds Corporation, a Delaware corporation (the “Corporation”) and Paul F. Walsh (the “Executive”), recites and provides as follows:

RECITALS

     WHEREAS, Executive entered into a Retention Agreement with the Corporation on November 3, 2004 (such agreement referred to herein as the “Retention Agreement”); and

     WHEREAS, pursuant to this Amendment No. 1 the parties wish to amend the Retention Agreement as provided below;

     NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Recipient agree as follows:

AGREEMENT

     1.  Amendment .

          Section 1 of the Retention Agreement is hereb