Exhibit 10.38 November 6, 2002 Jerry K. Lester 6801 N. Capital of Texas Highway Building 1 Austin, Texas 78731 Dear Jerry Reference is made to that certain Executive Retention Agreement, dated as of June 17, 2002, by and between eFunds Corporation and...

                                                                   Exhibit 10.38

November 6, 2002

Xxxxx X. Xxxxxx
0000 X. Xxxxxxx xx Xxxxx Xxxxxxx
Xxxxxxxx 0
Xxxxxx, Xxxxx  00000

Dear Xxxxx

         Reference is made to that certain Executive Retention Agreement, dated
as of June 17, 2002, by and between eFunds Corporation and you. I am writing to
inform you that the Company is waiving the requirement set forth in Section
2(iv) of the Agreement that you execute the Release attached to the Agreement as
Exhibit A as a condition to your receipt of the lump-sum payment described in
Section 1(a). I would anticipate that this payment will be made shortly.

Very truly yours,

/s/ Xxxxxxx X. Adtedt
---------------------------------
Senior Vice President
Human Resources and Administration
eFunds Corporation