AGREEMENT


     THIS AGREEMENT is made and entered into as of the 28th day of May, 1997, by
and between  CUSA  TECHNOLOGIES,  INC.  ("Seller"),  a Nevada  corporation,  and
RICHARD N.  BECKSTRAND  FAMILY  LIMITED  PARTNERSHIP  ("Buyer"),  a Utah limited
partnership.

                                R E C I T A L S:

      A. Seller owns certain real  property  located in Sparks,  Washoe  County,
Nevada,  more  particularly  described on Exhibit A attached hereto and included
herein by this reference ("the Sparks property").

      B. Seller desires to sell the Sparks property.

      C. Buyer desires to acquire the Sparks property from Seller in a like-kind
exchange.

      NOW,  THEREFORE,  in  consideration of their mutual promises and covenants
set forth hereinafter, the parties agree as follows:

      1. Sale of Real Property.  Seller agrees to sell to Buyer and Buyer agrees
to purchase  from Seller the Sparks  property  on the terms and  conditions  set
forth in this Agreement.

      2. Purchase Price. The purchase price for the Sparks property shall be Two
Million Nine Hundred Thousand Dollars ($2,925,000.00) payable as
follows:

            (a) One  Million  Two  Hundred  Fifty-Eight  Thousand  Four  Hundred
      Twenty-Four  and 68/100s Dollars  ($1,258,424.68)  payable within five (5)
      days after the date of this Agreement.

            (b)  Assumption  of the  mortgage  loan  obligations  to Zions First
      National Bank in the amount of One Million Six Hundred Sixty-Six  Thousand
      Five Hundred  Seventy-Five and 32/100s Dollars  ($1,666,575.32) as of June
      1, 1997.

      3.  Survey.  Seller  shall  provide to Buyer an ALTA  survey of the Sparks
property.

      4.  Closing.  Closing shall occur as of June 1, 1997, as of which date all
taxes,  assessments,  insurance premiums, lease payments and other amounts shall
be pro rated.  Actual  closing shall occur at such time and place as the parties
mutually agree.

      5. Possession. Seller shall deliver possession of the property to Buyer on
June 1, 1997.






                                                                               
      6.  Allocation  of Costs and  Expenses.  Seller shall provide Buyer with a
policy of title  insurance in the amount of the purchase  price.  Real  property
taxes and assessments,  fire and extended casualty insurance  premiums,  and all
utility bills shall be prorated as of the date of closing.  Lease deposits shall
be charged  against Seller.  All other closing costs shall be allocated  between
the parties in accordance with general practice in the state of Nevada.

      7.  Collection  of Rents.  Buyer shall  assist  Seller in  collecting  any
delinquent rents for periods prior to June 1, 1997.

      8.  Condition of Property.  Seller shall  transfer the Sparks  property to
Buyer "as-is".  Buyer acknowledges that it has inspected the Sparks property and
is aware of the condition thereof.  Notwithstanding the foregoing,  Seller shall
repave the parking  areas.  In the event the cost of repaving the parking  areas
exceeds Twenty-Five Thousand and no/100s Dollars  ($25,000.00),  Buyer shall pay
any portion of said cost in excess of Twenty-Five  Thousand and no/100s  Dollars
($25,000.00).

      9.  Like-Kind  Exchange.  Seller is aware that Buyer will be acquiring the
Sparks property in connection with a deferred like-kind exchange.  Seller agrees
to cooperate with Buyer and with Summit Exchange Services, Inc., the accomodator
of the like-kind exchange,  to facilitate the like-kind exchange,  including but
not limited to executing such additional  documents as may be deemed  reasonably
necessary,  consenting to the  assignment of this  Agreement to Summit  Exchange
Services,  Inc.  and  accepting  payment  for the Sparks  property  from  Summit
Exchange Services, Inc.

      10.  Conveyance.  Seller shall convey the Sparks property to Buyer by good
and sufficient grant deed,  subject only to the trust deed(s) securing the Zions
First National Bank
mortgage loan.

      11. Assignment of Contracts.  At closing, Seller shall assign to Buyer all
of Seller's rights, interests, duties and obligations with respect to all tenant
leases.

      12. Indemnification. Buyer shall indemnify Seller and hold Seller harmless
with  respect  to the Zions  Bank  mortgage  loan  obligations  assumed by Buyer
pursuant to this Agreement.  Buyer shall exercise its best efforts to obtain new
mortgage loan  financing  and to repay the Zions Bank mortgage  loans within six
(6) months from the date of this Agreement.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.


                                          CUSA TECHNOLOGIES, INC.



                                          By_________________________________
                                                Its:  _______________

                                          THE RICHARD N. BECKSTRAND FAMILY
                                          LIMITED PARTNERSHIP



                                          By_________________________________
                                                General Partner

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