EMPLOYMENT AGREEMENT


         This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of March 8,
2005 (the "Effective Date") between Transaction Systems Architects, Inc., a
Delaware corporation (the "Company"), and Philip G. Heasley ("Executive").

                                    RECITALS:


         WHEREAS, the Company desires to employ Executive as the President and
Chief Executive Officer of the Company, and Executive desires to accept
employment as the President and Chief Executive Officer of the Company;

         WHEREAS, as of the Effective Date, the Company shall employ Executive
on the terms and conditions set forth in this Agreement, and Executive shall be
retained and employed by the Company to perform such services under the terms
and conditions of this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

 1.      Certain Definitions. Certain words or phrases with initial capital
         letters not otherwise defined herein shall have the meanings set forth
         in Section 8 hereof.

 2.      Employment. The Company shall employ Executive, and Executive accepts
         employment with the Company as of the Effective Date, upon the terms
         and conditions set forth in this Agreement for the period beginning on
         the Effective Date and ending as provided in Section 5 hereof (the
         "Employment Period").

 3.      Position and Duties.

         (a)   During the Employment Period, Executive shall serve as the
               President and Chief Executive Officer of the Company and shall
               have the normal duties, responsibilities and authority of an
               executive serving in such position, subject to the power of the
               Board of Directors of the Company (the "Board") to provide
               oversight and direction with respect to such duties,
               responsibilities and authority, either generally or in specific
               instances and consistent with such position. So long as Executive
               is the President and Chief Executive Officer of the Company, the
               Board will nominate Executive to serve as a member of the Board.

         (b)   Executive shall report to the Board.

         (c)   During the Employment Period, Executive shall devote Executive's
               best efforts and Executive's full business time and attention
               (except for permitted vacation periods and reasonable periods of
               illness or other incapacity) to the business and affairs of the
               Company, its subsidiaries and affiliates. Executive shall perform
               Executive's duties and responsibilities to the best of
               Executive's abilities in a diligent, trustworthy, business-like
               and efficient manner. During the Employment Period, Executive may
               not serve as a director or a principal of another company
               without the Board's prior consent.

         (d)   Executive shall perform Executive's duties and responsibilities
               principally in the metropolitan area of the Company's
               headquarters.

         (e)   Within six months of entering into this Agreement (or within such
               longer time period as may be determined by the Board under
               compelling circumstances), Executive shall acquire through
               purchase on the NASDAQ National Market System at least 100,000
               shares (the "Threshold Ownership") of the Company's common
               stock. Once Executive meets the Threshold Ownership, he shall at
               all times during the Initial Employment Period (as defined in
               Section 5 below) continue to meet the Threshold Ownership.

 4.      Compensation and Benefits.

         (a)   Salary. The Company agrees to pay Executive a salary during the
               Employment Period in installments based on the Company's payroll
               practices as may be in effect from time to time. Executive's
               salary during the Initial Employment Period (as defined in
               Section 5) shall be at the rate of $500,000 per year ("Base
               Salary"). For any renewal periods as set forth in Section 5(b)
               below, the amount of the Executive's Base Salary will be mutually
               agreed to by the Board and Executive. Notwithstanding the
               foregoing, the Board may decrease Executive's Base Salary only
               if, as a result of a reasonable business judgement of the Board,
               there is an across-the-board salary reduction for all executive
               level management employees of the Company. If there is any
               modification to the Base Salary as defined herein, "Base Salary"
               in this Agreement will refer to such modified Base Salary.

         (b)   Bonus.

               (i)    Executive will be entitled to an annual targeted bonus of
                      $500,000, based on the achievement of performance criteria
                      to be mutually determined by Executive and the Board. This
                      bonus will be pro-rated based on the number of full fiscal
                      quarters that the Executive is employed with the Company
                      during fiscal year 2005 (i.e., Executive will be entitled
                      to a targeted bonus for fiscal year 2005 of $250,000) and
                      any earned bonus will be payable to Executive in a lump
                      sum after the end of the fiscal year.

               (ii)   Following fiscal year 2005 and during the Initial
                      Employment Period, Executive will be eligible for a bonus
                      under the Company's Management Incentive Compensation Plan
                      (or any successor plan), with a targeted annual bonus of
                      $500,000 and with such performance criteria as are
                      approved by the Board for each fiscal year. During any
                      renewal period as set forth in Section 5(b) below,
                      Executive's bonus will be mutually agreed to by the Board
                      and Executive.

         (c)   Stock Options. In connection with Executive's entering into
               employment with the Company, Executive will receive a stock
               option grant with respect to 1,000,000 shares of the Company's
               common stock under the Company's 2005 Equity and Performance
               Incentive Plan. The terms and conditions for the grant shall be
               as set forth in the stock option agreement attached hereto as
               Exhibit A.

         (d)   Prior Equity Awards. To the extent that Executive is required to
               forfeit unvested equity awards (the "Prior Awards") granted to
               him by Fidelity National Financial, Inc. ("FNF") as a result of
               his resignation from the Board of Directors of FNF, the
               Company shall pay to Executive the lost economic value of such
               Prior Awards, as such value is mutually agreed to by the parties,
               but in no event shall the payment under this Section 4(d) exceed
               $150,000.

         (e)   Expense Reimbursement. The Company shall reimburse Executive for
               all reasonable expenses incurred by Executive during the
               Employment Period in the course of performing Executive's duties
               under this Agreement that are consistent with the Company's
               policies in effect from time to time with respect to travel,
               entertainment and other business expenses, subject to the
               Company's requirements applicable generally with respect to
               reporting and documentation of such expenses.

         (f)   Relocation. Executive agrees to relocate his residence to a
               location reasonably proximate to the Company's headquarters in
               Omaha, Nebraska as soon as reasonably practicable following the
               Effective Date. In connection with the relocation, Executive will
               be entitled to the relocation benefits available to senior
               executives of the Company, but no event will reimbursement of
               real estate commissions on the sale of Executive's home be in
               excess of $160,000.

         (g)   Standard Executive Benefits Package. Executive shall be entitled
               during the Employment Period to participate, on the same basis as
               other executives of the Company, in the Company's Standard
               Executive Benefits Package. The Company's "Standard Executive
               Benefits Package" means those benefits (including insurance and
               other benefits, but excluding, except as hereinafter provided in
               Section 6, any severance pay program or policy of the Company)
               for which substantially all of the executives of the Company
               are from time to time generally eligible, as determined from time
               to time by the Board. Notwithstanding the foregoing, Executive
               shall be entitled to four weeks of paid vacation per calendar
               year.

         (h)   Professional Fees. The Company shall be responsible for the
               payment of Executive's legal fees and costs (and related
               disbursements) incurred in connection with Executive's initial
               employment and matters relating to the negotiation and execution
               of this Agreement, in an amount not to exceed $15,000.

         (i)   Change in Control Compensation. Notwithstanding anything to the
               contrary contained herein, Executive shall be entitled to the
               compensation provided in the Change in Control Severance
               Compensation Agreement, attached hereto as Exhibit B (the "Change
               in Control Agreement"), pursuant to the terms stated in such
               agreement.

         (j)   Additional Compensation/Benefits. Any compensation or benefits to
               be provided to Executive during the Employment Period other than
               as set forth in this Agreement, including, without limitation,
               any future grant of stock options or other equity awards, shall
               be determined by the Board in its sole discretion.

 5.      Employment Period.

         (a)   Except as hereinafter provided, the Employment Period shall
               commence on the Effective Date and shall continue until, and
               shall end upon, the fourth anniversary of the Effective Date
               (the "Initial Employment Period").

         (b)   On the fourth anniversary of the Effective Date and on each
               anniversary thereafter, unless the Employment Period shall have
               ended pursuant to Section 5(c) below or the Company shall have
               given Executive 30 days written notice that the extension
               provision in this sentence shall not apply, the Employment Period
               shall be extended for an additional year.

         (c)   Notwithstanding (a) or (b) above, the Employment Period shall end
               early upon the first to occur of any of the following events:

               (i)    Executive's death;

               (ii)   the Company's termination of Executive's employment on
                      account of Disability;

               (iii)  the Company's termination of Executive's employment for
                      Cause (a "Termination for Cause");

               (iv)   the Company's termination of Executive's employment
                      without Cause (a "Termination without Cause");

               (v)    Executive's termination of Executive's employment for
                      Good Reason (a "Termination for Good Reason"); or

               (vi)   Executive's termination of Executive's employment for any
                      reason other than Good Reason (a "Voluntary Termination").

 6.      Post-Employment Period Payments.

         (a)   At the end of the Employment Period for any reason, Executive
               shall cease to have any rights to salary, bonus, expense
               reimbursements or other benefits and Executive shall be entitled
               to (i) any Base Salary which has accrued but is unpaid, any
               reimbursable expenses which have been incurred but are unpaid,
               and any unexpired vacation days which have accrued under the
               Company's vacation policy but are unused, as of the end of the
               Employment Period, (ii) any plan benefits which by their terms
               extend beyond termination of Executive's employment (but only to
               the extent provided in any such benefit plan in which Executive
               has participated as an employee of the Company and excluding,
               except as hereinafter provided in Section 6, any severance pay
               program or policy of the Company) and (iii) any benefits to which
               Executive is entitled under Part 6 of Subtitle B of Title I of
               the Employee Retirement Income Security Act of 1974, as amended
               ("COBRA"). In addition, Executive shall be entitled to the
               additional benefits and amounts described in the succeeding
               subsections of this Section 6, in the circumstances described in
               such subsections.

         (b)   If the Employment Period ends pursuant to Section 5 hereof on
               account of Executive's death, Disability or Voluntary
               Termination, or on account of a Termination for Cause, the
               Company shall make no further payments to Executive except as
               contemplated in subsection (a) above.

         (c)   If the Employment Period ends early pursuant to Section 5 hereof
               on account of a Termination without Cause or a Termination for
               Good Reason, Executive shall be entitled to the following:

               (i)    a lump sum payment equal to Executive's bonus for the
                      quarter in which the Employment Period ends; provided,
                      however, that if such Termination without Cause or
                      Termination for Good Reason occurs at any time during
                      fiscal year 2005, this Section 6(c) shall not apply and
                      Executive shall not be entitled to any portion of the
                      bonus for fiscal year 2005;

               (ii)   a lump sum payment equal to two times the sum of (A)
                      Executive's Base Salary at the time of such termination,
                      plus (B) the Bonus Amount in effect at the time of such
                      termination; and

               (iii)  Executive shall be entitled to continue to participate, on
                      the same basis as active employees participate in such
                      plans, in the Company's medical and dental plans until the
                      earlier of (A) Executive's eligibility for any such
                      coverage under another employer's or any other medical or
                      dental insurance plans or (B) two years from the date of
                      termination of Executive's employment. In the event that
                      participation in any such plan is barred, the Company
                      shall reimburse Executive on a monthly basis for any
                      premiums paid by Executive to obtain benefits (for
                      Executive and his dependents) equivalent to the benefits
                      he is entitled to receive under the Company's benefit
                      plans. Executive agrees that the period of coverage under
                      such plans (or the period of reimbursement if
                      participation is barred) shall count against the plans'
                      obligation to provide continuation coverage pursuant to
                      COBRA.

         (d)   Notwithstanding the provisions of Section 6(c), no payments shall
               be made under Section 6(c) if Executive declines to sign and
               return a Release Agreement or revokes such Release Agreement
               within the time provided therein. The Company shall make all
               payments required to be made under Section 6(c) within 30 days
               of the end of any revocation period relating to such Release
               Agreement.

         (e)   Except as provided in Section 6(c)(iii) above, Executive shall
               not be required to mitigate the amount of any payment or benefit
               provided for in this Agreement by seeking other employment or
               otherwise.

         (f)   Notwithstanding any other provision of this Agreement, no payment
               will be made pursuant to this Agreement if Executive is entitled
               to, and receives, payments or other benefits pursuant to the
               Change in Control Agreement.

 7.      Competitive Activity; Confidentiality; Nonsolicitation.

         (a)   Acknowledgements and Agreements. Executive hereby acknowledges
               and agrees that in the performance of Executive's duties to the
               Company during the Employment Period, Executive will be brought
               into frequent contact, either in person, by telephone or through
               the mails, with existing and potential customers of the Company.
               Executive also agrees that trade secrets and confidential
               information of the Company, more fully described in Section 7(j)
               of this Agreement, gained by Executive during Executive's
               association with the Company, have been developed by the Company
               through substantial expenditures of time, effort and money and
               constitute valuable and unique property of the Company. Executive
               further understands and agrees that the foregoing makes it
               necessary for the protection of the business of the Company that
               Executive not compete with the Company during the Employment
               Period and not compete with the Company for a reasonable period
               thereafter, as further provided in the following subsections.

         (b)   Covenants During the Employment Period. During the Employment
               Period, Executive will not compete with the Company anywhere
               within the United States. In accordance with this restriction,
               but without limiting its terms, during the Employment Period,
               Executive will not:

               (i)    enter into or engage in any business which competes with
                      the business of the Company;

               (ii)   solicit customers, business, patronage or orders for, or
                      sell, any products and services in competition with, or
                      for any business that competes with, the business of the
                      Company;

               (iii)  divert, entice or otherwise take away any customers,
                      business, patronage or orders of the Company or attempt to
                      do so; or

               (iv)   promote or assist, financially or otherwise, any person,
                      firm, association, partnership, corporation or other
                      entity engaged in any business which competes with the
                      business of the Company.

         (c)   Covenants Following Termination. For a period of one year
               following the termination of Executive's employment for any
               reason, Executive will not:

               (i)    enter into or engage in any business which competes with
                      the Company's business within the Restricted Territory
                      (as defined in Section 7(g));

               (ii)   solicit customers, business, patronage or orders for, or
                      sell, any products and services in competition with, or
                      for any business, wherever located, that competes with,
                      the Company's business within the Restricted Territory;

               (iii)  divert, entice or otherwise take away any customers,
                      business, patronage or orders of the Company within the
                      Restricted Territory, or attempt to do so; or

               (iv)   promote or assist, financially or otherwise, any person,
                      firm, association, partnership, corporation or other
                      entity engaged in any business which competes with the
                      Company's business within the Restricted Territory.

         (d)   Indirect Competition. For the purposes of Sections 7(b) and 7(c),
               but without limitation thereof, Executive will be in violation
               thereof if Executive engages in any or all of the activities set
               forth therein directly as an individual on Executive's own
               account, or indirectly as a partner, joint venturer, employee,
               agent, salesperson, consultant, officer and/or director of any
               firm, association, partnership, corporation or other entity, or
               as a stockholder of any corporation or the owner of the interests
               in any other entity, in which Executive or Executive's spouse,
               child or parent owns, directly or indirectly, individually or in
               the aggregate, more than five percent (5%) of the outstanding
               stock or other ownership interests.

         (e)   The Company. For purposes of this Section 7, the Company shall
               include any and all direct and indirect subsidiary, parent,
               affiliated, or related companies of the Company.

         (f)   The Company's Business. For the purposes of Sections 7(b), 7(c),
               7(k) and 7(l), the Company's business is defined to be the
               development and sale of software products that facilitate
               electronic payments, as further described in any and all
               manufacturing, marketing and sales manuals and materials of the
               Company as the same may be altered, amended, supplemented or
               otherwise changed from time to time, or of any other products or
               services substantially similar to or readily suitable for any
               such described products and services.

         (g)   Restricted Territory. For the purposes of Section 7(c), the
               Restricted Territory shall be defined as and limited to:

               (i)    the geographic area(s) within a 100 mile radius of any and
                      all Company location(s) in, to, or for which Executive
                      worked, to which Executive was assigned or had any
                      responsibility (either direct or supervisory) at the time
                      of termination of Executive's employment and at any time
                      during the one (1) year period prior to such termination;
                      and

               (ii)   all of the specific customer accounts, whether within or
                      outside of the geographic area described in (i) above,
                      with which Executive had any contact or for which
                      Executive had any responsibility (either direct or
                      supervisory) at the time of termination of Executive's
                      employment and at any time during the one (1) year period
                      prior to such termination.

         (h)   Extension. If it shall be judicially determined that Executive
               has violated any of Executive's obligations under Section 7(c),
               then the period applicable to each obligation that Executive
               shall have been determined to have violated shall automatically
               be extended by a period of time equal in length to the period
               during which such violation(s) occurred.

         (i)   Non-Solicitation. For a period of two years following the
               termination of Executive's employment for any reason, Executive
               will not directly or indirectly solicit or induce or attempt to
               solicit or induce any employee(s), sales representative(s),
               agent(s) or consultant(s) of the Company and/or of its parent, or
               its other subsidiary, affiliated or related companies to
               terminate their employment, representation or other association
               with the Company and/or its parent or its other subsidiary,
               affiliated or related companies.

         (j)   Further Covenants.

               (i)    Executive will keep in strict confidence, and will not,
                      directly or indirectly, at any time during or after
                      Executive's employment with the Company, disclose,
                      furnish, disseminate, make available or, except in the
                      course of performing Executive's duties of employment, use
                      any trade secrets or confidential business and technical
                      information of the Company or its customers or vendors,
                      including without limitation as to when or how Executive
                      may have acquired such information. Such confidential
                      information shall include, without limitation, the
                      Company's unique selling, manufacturing and servicing
                      methods and business techniques, training, service and
                      business manuals, promotional materials, training courses
                      and other training and instructional materials, vendor and
                      product information, customer and prospective customer
                      lists, other customer and prospective customer information
                      and other business information. Executive specifically
                      acknowledges that all such confidential information,
                      whether reduced to writing, maintained on any form of
                      electronic media, or maintained in Executive's mind or
                      memory and whether compiled by the Company, and/or
                      Executive, derives independent economic value from not
                      being readily known to or ascertainable by proper means by
                      others who can obtain economic value from its disclosure
                      or use, that reasonable efforts have been made by the
                      Company to maintain the secrecy of such information, that
                      such information is the sole property of the Company and
                      that any retention and use of such information by
                      Executive during Executive's employment with the Company
                      (except in the course of performing Executive's duties and
                      obligations to the Company) or after the termination of
                      Executive's employment shall constitute a misappropriation
                      of the Company's trade secrets.

               (ii)   Executive agrees that upon termination of Executive's
                      employment with the Company, for any reason, Executive
                      shall return to the Company, in good condition, all
                      property of the Company, including without limitation, the
                      originals and all copies of any materials which contain,
                      reflect, summarize, describe, analyze or refer or relate
                      to any items of information listed in Section 7(j)(i) of
                      this Agreement. In the event that such items are not so
                      returned, the Company will have the right to charge
                      Executive for all reasonable damages, costs, attorneys'
                      fees and other expenses incurred in searching for, taking,
                      removing and/or recovering such property.

         (k)   Discoveries and Inventions; Work Made for Hire.

               (i)    Executive hereby assigns and agrees to assign to the
                      Company, its successors, assigns or nominees, all of
                      Executive's rights to any discoveries, inventions and
                      improvements, whether patentable or not, made, conceived
                      or suggested, either solely or jointly with others, by
                      Executive while in the Company's employ, whether in the
                      course of Executive's employment with the use of the
                      Company's time, material or facilities or that is in any
                      way within or related to the existing or contemplated
                      scope of the Company's business.  Any discovery, invention
                      or improvement relating to any subject matter with which
                      the Company was concerned during Executive's employment
                      and made, conceived or suggested by Executive, either
                      solely or jointly with others, within one (1) year
                      following termination of Executive's employment under this
                      Agreement or any successor agreements shall be
                      irrebuttably presumed to have been so made, conceived or
                      suggested in the course of such employment with the use of
                      the Company's time, materials or facilities. Upon request
                      by the Company with respect to any such discoveries,
                      inventions or improvements, Executive will execute and
                      deliver to the Company, at any time during or after
                      Executive's employment, all appropriate documents for use
                      in applying for, obtaining and maintaining such domestic
                      and foreign patents as the Company may desire, and all
                      proper assignments therefor, when so requested, at the
                      expense of the Company, but without further or additional
                      consideration.

               (ii)   Executive acknowledges that, to the extent permitted by
                      law, all work papers, reports, documentation, drawings,
                      photographs, negatives, tapes and masters therefor,
                      prototypes and other materials (hereinafter, "items"),
                      including without limitation, any and all such items
                      generated and maintained on any form of electronic media,
                      generated by Executive during Executive's employment with
                      the Company shall be considered a "work made for hire" and
                      that ownership of any and all copyrights in any and all
                      such items shall belong to the Company. The item will
                      recognize the Company as the copyright owner, will contain
                      all proper copyright notices, e.g., "(creation date)
                      [Company Name], All Rights Reserved," and will be in
                      condition to be registered or otherwise placed in
                      compliance with registration or other statutory
                      requirements throughout the world.

         (l)   Communication of Contents of Agreement. During Executive's
               employment and for one (1) year thereafter, Executive will
               communicate the contents of this Agreement to any person, firm,
               association, partnership, corporation or other entity which
               Executive intends to be employed by, associated with, or
               represent.

         (m)   Relief. Executive acknowledges and agrees that the remedy at law
               available to the Company for breach of any of Executive's
               obligations under this Agreement would be inadequate. Executive
               therefore agrees that, in addition to any other rights or
               remedies that the Company may have at law or in equity, temporary
               and permanent injunctive relief may be granted in any proceeding
               which may be brought to enforce any provision contained in
               Sections 7(b), 7(c), 7(d), 7(h), 7(i), 7(j), 7(k) and 7(l) of
               this Agreement, without the necessity of proof of actual damage.

         (n)   Reasonableness. Executive acknowledges that Executive's
               obligations under this Section 7 are reasonable in the context of
               the nature of the Company's business and the competitive injuries
               likely to be sustained by the Company if Executive was to violate
               such obligations. Executive further acknowledges that this
               Agreement is made in consideration of, and is adequately
               supported by the agreement of the Company to perform its
               obligations under this Agreement and by other consideration,
               which Executive acknowledges constitutes good, valuable and
               sufficient consideration.

 8.      Definitions.

         (a)   "Base Period" means the two most recent fiscal years of the
               Company ending prior to the date of Executive's termination of
               employment; provided, however that if Executive was not an
               employee of the Company (or a Predecessor Entity or a Related
               Entity, as such terms are defined in Section 8 hereof) at any
               time during one of such two fiscal years, the Base Period is the
               one fiscal year of such two-fiscal year period during which
               Executive performed personal services for the Company or a
               Predecessor Entity or a Related Entity.

         (b)   "Bonus Amount" means the quotient of (i) the total of the annual
               bonus amounts described in Section 4(b) of this Agreement
               received by Executive during the fiscal year or years comprising
               the Base Period, divided by (ii) the number of the Company's
               fiscal years in the Base Period.

         (c)   "Cause" means the occurrence of any of the following events prior
               to the termination of the Employment Period:

               (i)    Executive's conviction of a felony involving moral
                      turpitude;

               (ii)   Executive's serious, willful gross misconduct or
                      Executive's repeated failure or refusal to perform or
                      observe Executive's material duties, responsibilities and
                      obligations as an employee or officer of the Company for
                      reasons other than Disability, if such misconduct, failure
                      or refusal continues ten days following written notice
                      thereof by the Company to Executive identifying the same
                      and specifying that Executive's employment may be
                      terminated if the same continues;

               (iii)  Executive's breach of any provision of Section 7 of this
                      Agreement, which is not cured within three days after
                      written notice thereof to Executive; or

               (iv)   Executive's violation of any provision of the Company's
                      Code of Business Conduct and Ethics or the Company' Code
                      of Ethics for the Chief Executive Officer and Senior
                      Financial Officers, as the same may be amended from time
                      to time.

               For purposes of this Agreement, any termination of Executive's
               employment by the Company for Cause shall be authorized by a vote
               of at least a majority of the non-employee members of the Board.
               No termination for Cause shall take effect until the expiration
               of the correction period, if any, described above and the
               determination by a majority of the non-employee members of the
               Board that Executive has failed to correct the act or failure to
               act.

         (d)   "Code" means the Internal Revenue Code of 1986, as amended.

         (e)   "Disability" means, as a result of Executive's incapacity due to
                physical or mental illness, Executive shall have been unable,
                with or without a reasonable accommodation, to perform his
                duties with the Company on a full-time basis for six months and,
                within 30 days after a written notice of termination of
                employment is thereafter given by the Company, Executive shall
                not have returned to the full-time performance of Executive's
                duties.

         (f)   "Good Reason" means a material adverse change in Executive's
               title, duties, authority or reporting relationship, without
               Executive's consent, excluding any inadvertent change that is
               remedied by the Company promptly after receipt of a written
               notice thereof from Executive or any other material breach of
               this Agreement that is not remedied by the Company promptly after
               receipt of a written notice thereof from Executive; provided,
               however, that during the two year period following a Change in
               Control (as such phrase is defined in the Change in Control
               Agreement), no Good Reason for termination shall have occurred
               under this Agreement unless Good Reason for termination exists
               under the terms of the Change in Control Agreement.

         (g)   "Predecessor Entity" is any entity which, as a result of a
               merger, consolidation, purchase or acquisition of property or
               stock, corporate separation, or other similar business
               transaction transfers some or all of its employees to the Company
               or to a Related Entity or to a Predecessor Entity of the Company.

         (h)   "Related Entity" includes any entity treated as a single employer
               with the Company in accordance with subsections (b), (c), (m)
               and (o) of Code Section 414.

         (i)   "Release Agreement" means an agreement, substantially in a form
               approved by the Company, pursuant to which Executive releases all
               current or future claims, known or unknown, arising on or before
               the date of the release against the Company, its subsidiaries and
               its officers.

 9.      Certain Additional Payments by the Company.

         (a)   Anything in this Agreement to the contrary notwithstanding, in
               the event that this Agreement becomes operative and it is
               determined (as hereafter provided) that any payment (other than
               the Gross-Up payments provided for in this Section 9 and Annex A)
               or distribution by the Company or any of its affiliates to or for
               the benefit of Executive, whether paid or payable or distributed
               or distributable pursuant to the terms of this Agreement or
               otherwise pursuant to or by reason of any other agreement,
               policy, plan, program or arrangement, including without
               limitation any stock option, performance share, performance unit,
               stock appreciation right or similar right, or the lapse or
               termination of any restriction on or the vesting or
               exercisability of any of the foregoing (a "Payment"), would be
               subject to the excise tax imposed by Section 4999 of the Code
               (or any successor provision thereto) by reason of being
               considered "contingent on a change in ownership or control" of
               the Company, within the meaning of Section 280G of the Code (or
               any successor provision thereto) or to any similar tax imposed by
               state or local law, or any interest or penalties with respect to
               such tax (such tax or  taxes, together with any such interest and
               penalties, being hereafter collectively referred to as the
               "Excise Tax"), then Executive will be entitled to receive an
               additional payment or payments (collectively, a "Gross-Up
               Payment").  The Gross-Up Payment will be in an amount such that,
               after payment by Executive of all taxes (including any interest
               or penalties imposed with respect to such taxes), including any
               Excise Tax imposed upon the Gross-Up Payment, Executive retains
               an amount of the Gross-Up Payment equal to the Excise Tax imposed
               upon the Payment. For purposes of determining the amount of the
               Gross-Up Payment, Executive will be considered to pay (x) federal
               income taxes at the highest rate in effect in the year in which
               the Gross-Up Payment will be made and (y) state and local income
               taxes at the highest rate in effect in the state or locality in
               which the Gross-Up Payment would be subject to state or local
               tax, net of the maximum reduction in federal income tax that
               could be obtained from deduction of such state and local taxes.

         (b)   The obligations set forth in Section 9(a) will be subject to the
               procedural provisions described in Annex A.

10.      Executive Representations. Executive represents and warrants to the
         Company that (a) the execution, delivery and performance of this
         Agreement by Executive does not and will not conflict with, breach,
         violate or cause a default under any contract, agreement, instrument,
         order, judgment or decree to which Executive is a party or by which
         Executive is bound, (b) Executive is not a party to or bound by any
         employment agreement, noncompete agreement or confidentiality agreement
         with any other person or entity and (c) upon the execution and delivery
         of this Agreement by the Company, this Agreement shall be the valid and
         binding obligation of Executive, enforceable in accordance with its
         terms.

11.      Survival. Subject to any limits on applicability contained therein,
         Section 7 hereof shall survive and continue in full force in accordance
         with its terms notwithstanding any termination of the Employment
         Period.

12.      Withholding of Taxes. The Company may withhold from any amounts payable
         under this Agreement all federal, state, city or other taxes as the
         Company is required to withhold pursuant to any applicable law,
         regulation or ruling.

13.      Notices. Any notice provided for in this Agreement shall be in writing
         and shall be either personally delivered, sent by reputable overnight
         carrier or mailed by first class mail, return receipt requested, to the
         recipient at the address below indicated:

                  Notices to Executive:

                           Philip G. Heasley
                           c/o Transaction Systems Architects, Inc.
                           224 South 108th Avenue
                           Omaha, NE  68154

                  Notices to the Company:

                           Transaction Systems Architects, Inc.
                           224 South 108th Avenue
                           Omaha, NE  68154
                           Attn: General Counsel

         or such other address or to the attention of such other person as the
         recipient party shall have specified by prior written notice to the
         sending party. Any notice under this Agreement will be deemed to have
         been given when so delivered, sent or mailed.

14.      Severability. Whenever possible, each provision of this Agreement shall
         be interpreted in such manner as to be effective and valid under
         applicable law, but if any provision of this Agreement is held to be
         invalid, illegal or unenforceable in any respect under any applicable
         law or rule in any jurisdiction, such invalidity, illegality or
         unenforceability shall not affect any other provision or any other
         jurisdiction, but this Agreement shall be reformed, construed and
         enforced in such jurisdiction as if such invalid, illegal or
         unenforceable provision had never been contained herein.

15.      Complete Agreement. This Agreement embodies the complete agreement and
         understanding between the parties with respect to the subject matter
         hereof and effective as of its date supersedes and preempts any prior
         understandings, agreements or representations by or between the
         parties, written or oral, which may have related to the subject matter
         hereof in any way.

16.      Counterparts. This Agreement may be executed in separate counterparts,
         each of which shall be deemed to be an original and both of which taken
         together shall constitute one and the same agreement.

17.      Successors and Assigns. This Agreement shall bind and inure to the
         benefit of and be enforceable by Executive, the Company and their
         respective heirs, executors, personal representatives, successors and
         assigns, except that neither party may assign any rights or delegate
         any obligations hereunder without the prior written consent of the
         other party. Executive hereby consents to the assignment by the Company
         of all of its rights and obligations hereunder to any successor to the
         Company by merger or consolidation or purchase of all or substantially
         all of the Company's assets, provided such transferee or successor
         assumes the liabilities of the Company hereunder.

18.      Choice of Law. This Agreement shall be governed by the internal law,
         and not the laws of conflicts, of the State of Nebraska.

19.      Amendment and Waiver. The provisions of this Agreement may be amended
         or waived only with the prior written consent of the Company and
         Executive, and no course of conduct or failure or delay in enforcing
         the provisions of this Agreement shall affect the validity, binding
         effect or enforceability of this Agreement.

20.      American Jobs Creation Act. Notwithstanding anything to the contrary in
         this Agreement, in the event that it is determined that any payment to
         be made under this Agreement is considered "nonqualified deferred
         compensation" subject to Section 409A of the American Jobs Creation Act
         of 2004, payment under this Agreement will be delayed for six months
         following termination of employment.



<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


                                         Transaction Systems Architects, Inc.



                                         By:    /s/ Dennis P. Byrnes
                                            ------------------------------------
                                         Name:  Dennis P. Byrnes
                                         Title: Senior Vice President and
                                                  General Counsel


                                                /s/ Philip G. Heasley
                                         ---------------------------------------
                                         Executive





















Annex A - Procedural provisions regarding the Gross Up Payment

Exhibit A - Stock Option Agreement (2005 Equity and Performance Incentive Plan)
Exhibit B - Change in Control Severance Compensation Agreement


<PAGE>


                                                                         Annex A


                    Excise Tax Gross-Up Procedural Provisions


(1)  Subject to the provisions of Paragraph 5, all determinations required to be
     made under Section 9 and Annex A, including whether an Excise Tax is
     payable by Executive and the amount of such Excise Tax and whether a
     Gross-Up Payment is required to be paid by the Company to Executive and the
     amount of such Gross-Up Payment, if any, will be made by a nationally
     recognized accounting firm (the "National Firm") selected by Executive in
     Executive's sole discretion. Executive will direct the National Firm to
     submit its determination and detailed supporting calculations to both the
     Company and Executive within 30 calendar days after the date of termination
     of Executive's employment, if applicable, and any such other time or times
     as may be requested by the Company or Executive. If the National Firm
     determines that any Excise Tax is payable by Executive, the Company will
     pay the required Gross-Up Payment to Executive within five business days
     after receipt of such determination and calculations with respect to any
     Payment to Executive. If the National Firm determines that no Excise Tax is
     payable by Executive with respect to any material benefit or amount (or
     portion thereof), it will, at the same time as it makes such determination,
     furnish the Company and Executive with an opinion that Executive has
     substantial authority not to report any Excise Tax on Executive's federal,
     state or local income or other tax return with respect to such benefit or
     amount. As a result of the uncertainty in the application of Section 4999
     of the Code and the possibility of similar uncertainty regarding applicable
     state or local tax law at the time of any determination by the National
     Firm hereunder, it is possible that Gross-Up Payments that will not have
     been made by the Company should have been made (an "Underpayment"),
     consistent with the calculations required to be made hereunder. In the
     event that the Company exhausts or fails to pursue its remedies pursuant to
     Paragraph 5 and Executive thereafter is required to make a payment of any
     Excise Tax, Executive will direct the National Firm to determine the amount
     of the Underpayment that has occurred and to submit its determination and
     detailed supporting calculations to both the Company and Executive as
     promptly as possible. Any such Underpayment will be promptly paid by the
     Company to, or for the benefit of, Executive within five business days
     after receipt of such determination and calculations.

(2)  The Company and Executive will each provide the National Firm access to and
     copies of any books, records and documents in the possession of the Company
     or Executive, as the case may be, reasonably requested by the National
     Firm, and otherwise cooperate with the National Firm in connection with the
     preparation and issuance of the determinations and calculations
     contemplated by Paragraph 1. Any determination by the National Firm as to
     the amount of the Gross-Up Payment will be binding upon the Company and
     Executive.

(3)  The federal, state and local income or other tax returns filed by Executive
     will be prepared and filed on a consistent basis with the determination of
     the National Firm with respect to the Excise Tax payable by Executive.
     Executive will report and make proper payment of the amount of any Excise
     Tax, and at the request of the Company, provide to the Company true and
     correct copies (with any amendments) of Executive's federal income tax
     return as filed with the Internal Revenue Service and corresponding state
     and local tax returns, if relevant, as filed with the applicable taxing
     authority, and such other documents reasonably requested by the Company,
     evidencing such payment. If prior to the filing of Executive's federal
     income tax return, or corresponding state or local tax return, if
     relevant, the National Firm determines that the amount of the Gross-Up
     Payment should be reduced, Executive will within five business days pay to
     the Company the amount of such reduction.

(4)  The fees and expenses of the National Firm for its services in connection
     with the determinations and calculations contemplated by Paragraph 1 will
     be borne by the Company. If such fees and expenses are initially paid by
     Executive, the Company will reimburse Executive the full amount of such
     fees and expenses within five business days after receipt from Executive of
     a statement therefor and reasonable evidence of Executive's payment
     thereof.

(5)  Executive will notify the Company in writing of any claim by the Internal
     Revenue Service or any other taxing authority that, if successful, would
     require the payment by the Company of a Gross-Up Payment. Such notification
     will be given as promptly as practicable but no later than 10 business days
     after Executive actually receives notice of such claim and Executive will
     further apprise the Company of the nature of such claim and the date on
     which such claim is requested to be paid (in each case, to the extent
     known by Executive). Executive will not pay such claim prior to the
     expiration of the 30-calendar-day period following the date on which
     Executive gives such notice to the Company or, if earlier, the date that
     any payment of amount with respect to such claim is due. If the Company
     notifies Executive in writing prior to the expiration of such period that
     it desires to contest such claim, Executive will:

     (a)  provide the Company with any written records or documents in
          Executive's possession relating to such claim reasonably requested by
          the Company;

     (b)  take such action in connection with contesting such claim as the
          Company reasonably requests in writing from time to time, including
          without limitation accepting legal representation with respect to such
          claim by an attorney competent in respect of the subject matter and
          reasonably selected by the Company;

     (c)  cooperate with the Company in good faith in order effectively to
          contest such claim; and

     (d)  permit the Company to participate in any proceedings relating to such
          claim;

     provided, however, that the Company will bear and pay directly all costs
     and expenses (including interest and penalties) incurred in connection with
     such contest and will indemnify and hold harmless Executive, on an
     after-tax basis, for and against any Excise Tax or income or other tax,
     including interest and penalties with respect thereto, imposed as a result
     of such representation and payment of costs and expenses. Without limiting
     the foregoing provisions of this Paragraph 5, the Company will control all
     proceedings taken in connection with the contest of any claim contemplated
     by this Paragraph 5 and, at its sole option, may pursue or forego any and
     all administrative appeals, proceedings, hearings and conferences with the
     taxing authority in respect of such claim (provided, however, that
     Executive may participate therein at Executive's own cost and expense) and
     may, at its option, either direct Executive to pay the tax claimed and sue
     for a refund or contest the claim in any permissible manner, and Executive
     agrees to prosecute such contest to a determination before any
     administrative tribunal, in a court of initial jurisdiction and in one or
     more appellate courts, as the Company determines; provided, however, that
     if the Company directs Executive to pay the tax claimed and sue for a
     refund, the Company will advance the amount of such payment to Executive
     on an interest-free basis and will indemnify and hold Executive harmless,
     on an after-tax basis, from any Excise Tax or income or other tax,
     including interest or penalties with respect thereto, imposed with respect
     to such advance; and provided further, however, that any extension of the
     statute of limitations relating to payment of taxes for the taxable year
     of Executive with respect to which the contested amount is claimed to be
     due is limited solely to such contested amount. Furthermore, the Company's
     control of any such contested claim will be limited to issues with respect
     to which a Gross-Up Payment would be payable hereunder and Executive will
     be entitled to settle or contest, as the case may be, any other issue
     raised by the Internal Revenue Service or any other taxing authority.

(6)  If, after the receipt by Executive of an amount advanced by the Company
     pursuant to Paragraph 5, Executive receives any refund with respect to such
     claim, Executive will (subject to the Company's complying with the
     requirements of Paragraph 5) promptly pay to the Company the amount of such
     refund (together with any interest paid or credited thereon after any taxes
     applicable thereto). If, after the receipt by Executive of an amount
     advanced by the Company pursuant to Paragraph 5, a determination is made
     that Executive is not entitled to any refund with respect to such claim and
     the Company does not notify Executive in writing of its intent to contest
     such denial or refund prior to the expiration of 30 calendar days after
     such determination, then such advance will be forgiven and will not be
     required to be repaid and the amount of any such advance will offset, to
     the extent thereof, the amount of Gross-Up Payment required to be paid by
     the Company to Executive pursuant to Section 9 and this Annex A.



<PAGE>


                                                                       Exhibit A


      Stock Option Agreement (2005 Equity and Performance Incentive Plan)




<PAGE>


                                                                       Exhibit B


               Change in Control Severance Compensation Agreement


Source: OneCLE Business Contracts.