<PAGE>


                               CORILLIAN CORPORATION

                                AMENDED AND RESTATED
                             INVESTOR RIGHTS AGREEMENT

                                  OCTOBER 20, 1999








                                                                             i
<PAGE>

                                      CONTENTS

<TABLE>

<S>            <C>                                                          <C>
SECTION 1.     GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . .   4

SECTION 2.     REGISTRATION; RESTRICTIONS ON TRANSFER. . . . . . . . . . .   6

     2.1       Restrictions on Transfer. . . . . . . . . . . . . . . . . .   6

     2.2       Demand Registration.. . . . . . . . . . . . . . . . . . . .   7

     2.3       Piggyback Registrations.. . . . . . . . . . . . . . . . . .   9

     2.4       Form S-3 Registration.. . . . . . . . . . . . . . . . . . .  10

     2.5       Expenses of Registration. . . . . . . . . . . . . . . . . .  11

     2.6       Obligations of the Company. . . . . . . . . . . . . . . . .  12

     2.7       Termination of Registration Rights. . . . . . . . . . . . .  13

     2.8       Delay of Registration; Furnishing Information.. . . . . . .  14

     2.9       Indemnification.. . . . . . . . . . . . . . . . . . . . . .  14

     2.10      Assignment of Registration Rights.. . . . . . . . . . . . .  17

     2.11      Amendment of Registration Rights. . . . . . . . . . . . . .  17

     2.12      Limitation on Subsequent Registration Rights. . . . . . . .  17

     2.13      "Market Stand-Off" Agreement; Agreement to Furnish
               Information . . . . . . . . . . . . . . . . . . . . . . . .  17

     2.14      Rule 144 Reporting. . . . . . . . . . . . . . . . . . . . .  18

SECTION 3.     COVENANTS OF THE COMPANY. . . . . . . . . . . . . . . . . .  19

     3.1       Basic Financial Information and Reporting.. . . . . . . . .  19

     3.2       Inspection Rights.. . . . . . . . . . . . . . . . . . . . .  20

     3.3       Confidentiality of Records. . . . . . . . . . . . . . . . .  20

     3.4       Reservation of Common Stock.. . . . . . . . . . . . . . . .  20
</TABLE>

                                                                           ii
<PAGE>

<TABLE>

<S>            <C>                                                          <C>

     3.5       Key Man Insurance.. . . . . . . . . . . . . . . . . . . . .  20

     3.6       Proprietary Information and Inventions Agreement. . . . . .  20

     3.7       Assignment of Right of First Refusal. . . . . . . . . . . .  21

     3.8       Directors' Expenses.. . . . . . . . . . . . . . . . . . . .  21

     3.9       Indemnification.. . . . . . . . . . . . . . . . . . . . . .  21

     3.10      Stock Vesting.. . . . . . . . . . . . . . . . . . . . . . .  21

     3.11      Qualified Small Business. . . . . . . . . . . . . . . . . .  22

     3.12      Year 2000.. . . . . . . . . . . . . . . . . . . . . . . . .  22

     3.13      Termination of Covenants. . . . . . . . . . . . . . . . . .  22

SECTION 4.     MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . .  22

     4.1       Governing Law.. . . . . . . . . . . . . . . . . . . . . . .  22

     4.2       Survival. . . . . . . . . . . . . . . . . . . . . . . . . .  23

     4.3       Successors and Assigns. . . . . . . . . . . . . . . . . . .  23

     4.4       Entire Agreement. . . . . . . . . . . . . . . . . . . . . .  23

     4.5       Severability. . . . . . . . . . . . . . . . . . . . . . . .  23

     4.6       Amendment and Waiver. . . . . . . . . . . . . . . . . . . .  23

     4.7       Delays or Omissions.. . . . . . . . . . . . . . . . . . . .  24

     4.8       Notices.. . . . . . . . . . . . . . . . . . . . . . . . . .  24

     4.9       Attorneys' Fees.. . . . . . . . . . . . . . . . . . . . . .  25

     4.10      Titles and Subtitles. . . . . . . . . . . . . . . . . . . .  25

     4.11      Additional Investors. . . . . . . . . . . . . . . . . . . .  25

     4.12      Counterparts. . . . . . . . . . . . . . . . . . . . . . . .  25
</TABLE>

                                                                           iii

<PAGE>


                               CORILLIAN CORPORATION

                                AMENDED AND RESTATED
                             INVESTOR RIGHTS AGREEMENT

       THIS AMENDED AND RESTATED  INVESTOR RIGHTS AGREEMENT (this
"AGREEMENT") is entered into as of the20th day of October 1999, by and among
CORILLIAN CORPORATION, an Oregon corporation (the "COMPANY"), the holders of
the Company's Series A Preferred Stock set forth on Exhibit A hereto (the
"SERIES A INVESTORS"), the holders of the Company's Series B Preferred Stock
set forth on Exhibit A hereto (the "SERIES B INVESTORS"), and the purchasers
of the Company's Series C Preferred Stock set forth on Exhibit A hereto
("SERIES C STOCK") under that certain Series C Preferred Stock Purchase
Agreement of even date herewith (the "PURCHASE AGREEMENT").  The purchasers
of the Series C Stock (the "SERIES C INVESTORS"), the Series A Investors and
the Series B Investors shall be referred to collectively hereinafter as the
"INVESTORS" and each individually as an "INVESTOR."

                                      RECITALS

       WHEREAS, the Company, the Series A Investors and the Series B Investors
entered into an Investor Rights Agreement, dated as of April 2, 1999 (the
"ORIGINAL AGREEMENT");

       WHEREAS, the Company proposes to sell and issue up to Ten million three
hundred fifty-eight thousand five hundred sixty-six (10,358,566) shares of its
Series C Stock pursuant to the Purchase Agreement;

       WHEREAS, as a condition of entering into the Purchase Agreement, the
Series C Investors have requested that the Company extend to them registration
rights, information rights and other rights as set forth below; and

       WHEREAS, the Company and the Investors desire to amend and restate the
Original Agreement in its entirety as set forth below.

       NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Agreement and in the
Purchase Agreement, the parties mutually agree as follows:


                                                                       PAGE 4
<PAGE>

SECTION 1.    GENERAL

       1.1    DEFINITIONS. As used in this Agreement the following terms shall
have the following respective meanings:

       "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

       "FORM S-3" means such form under the Securities Act as in effect on the
date hereof or any successor registration form under the Securities Act
subsequently adopted by the SEC which permits inclusion or incorporation of
substantial information by reference to other documents filed by the Company
with the SEC.

       "HOLDER" means any person owning of record Registrable Securities that
have not been sold to the public or any assignee of record of such Registrable
Securities in accordance with Section 2.10 hereof.

       "INITIAL OFFERING" means the Company's first firm commitment underwritten
public offering of its Common Stock registered under the Securities Act.

       "REGISTER," "REGISTERED," and "REGISTRATION" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.

       "REGISTRABLE SECURITIES" means (a) Common Stock of the Company issued or
issuable upon conversion of the Shares; and (b) any Common Stock of the Company
issued as (or issuable upon the conversion or exercise of any warrant, right or
other security which is issued as) a dividend or other distribution with respect
to, or in exchange for or in replacement of, such above-described securities.
Notwithstanding the foregoing, Registrable Securities shall not include any
securities sold by a person to the public pursuant to a registration statement
or Rule 144 or sold in a private transaction in which the transferor's rights
under Section 2 of this Agreement are not assigned.

       "REGISTRABLE SECURITIES THEN OUTSTANDING" shall be the number of shares
determined by calculating the total number of shares of the Company's Common
Stock that are Registrable Securities and either (a) are then issued and
outstanding or (b) are issuable pursuant to then exercisable or convertible
securities.

       "REGISTRATION EXPENSES" shall mean all expenses incurred by the Company
in complying with Sections 2.2, 2.3 and 2.4 hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, reasonable fees and disbursements of a
single special counsel for the selling Holders (to be selected by the Holders of
a majority of the Registrable Securities

                                                                       PAGE 5

<PAGE>

proposed to be registered), blue sky fees and expenses and the expense of any
special audits incident to or required by any such registration (but excluding
the compensation of regular employees of the Company which shall be
paid in any event by the Company).

       "SEC" or "COMMISSION" means the Securities and Exchange Commission.

       "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

       "SELLING EXPENSES" shall mean all underwriting discounts and selling
commissions applicable to the sale.

       "SHARES" shall mean the Company's (i) Series A Preferred Stock, (ii)
Series B Preferred Stock and (iii) Series C Stock held by the Investors listed
on Exhibit A hereto and their permitted assigns.

SECTION 2.    REGISTRATION; RESTRICTIONS ON TRANSFER

       2.1    RESTRICTIONS ON TRANSFER.

              (a)    Each Holder agrees not to make any disposition of all or
any portion of the Shares or Registrable Securities unless and until:

                     (i)    There is then in effect a registration statement
under the Securities Act covering such proposed disposition and such disposition
is made in accordance with such registration statement; or

                     (ii)   (A) The transferee has agreed in writing to be bound
by the terms of this Agreement, (B) such Holder shall have notified the Company
of the proposed disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and (C) if
reasonably requested by the Company, such Holder shall have furnished the
Company with an opinion of counsel, reasonably satisfactory to the Company, that
such disposition will not require registration of such shares under the
Securities Act and applicable state securities laws. It is agreed that the
Company will not require opinions of counsel for transactions made pursuant to
Rule 144 except in unusual circumstances.

                     (iii)  Notwithstanding the provisions of paragraphs (i) and
(ii) above, no such registration statement or opinion of counsel shall be
necessary for a transfer by a Holder which is (A) a partnership to its partners
or former partners in accordance with partnership interests, (B) a corporation
to its shareholders in accordance with their interest in the corporation, (C) a
limited liability company to its members or former members in accordance with
their interest in the limited liability company, or (D)


                                                                       PAGE 6
<PAGE>

to the Holder's family member or trust for the benefit of an individual
Holder; provided that in each case the transferee will be subject to the
terms of this Agreement to the same extent as if he were an original Holder
hereunder.

              (b)    Each certificate representing Shares or Registrable
Securities shall (unless otherwise permitted by the provisions of this
Agreement) be stamped or otherwise imprinted with a legend substantially similar
to the following (in addition to any legend required under applicable state
securities laws):

       "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
       SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
       OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
       REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF
       COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH
       REGISTRATION IS NOT REQUIRED."

              (c)    The Company shall be obligated to reissue promptly
unlegended certificates at the request of any holder thereof if the holder shall
have obtained an opinion of counsel (which counsel may be counsel to the
Company) reasonably acceptable to the Company to the effect that the securities
proposed to be disposed of may lawfully be so disposed of without registration,
qualification or legend.

              (d)    Any legend endorsed on an instrument pursuant to applicable
state securities laws and the stop-transfer instructions with respect to such
securities shall be removed upon receipt by the Company of an order of the
appropriate blue sky authority authorizing such removal.

       2.2    DEMAND REGISTRATION.

              (a)    Subject to the conditions of this Section 2.2, upon the
earlier of (i) eighteen (18) months after the date of this Agreement and (ii)
six (6) months after the Company's Initial Offering, the Holders of two-thirds
of the Registrable Securities then outstanding (the "INITIATING HOLDERS") may,
upon written request delivered to the Company, request that the Company file a
registration statement under the Securities Act covering the registration of the
shares of the Company's Common Stock at a price per share that results in total
gross proceeds of at least five million dollars ($5,000,000).  Upon such a
demand, the Company shall, within thirty (30) days of the receipt thereof, give
written notice of such request to all Holders, and subject to the limitations of
this

                                                                       PAGE 7

<PAGE>

Section 2.2, use its best efforts to effect, as soon as practicable, the
registration under the Securities Act of all Registrable Securities that the
Holders request to be registered.

              (b)    If the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting,
they shall so advise the Company as a part of their request made pursuant to
this Section 2.2 or any request pursuant to Section 2.4 and the Company shall
include such information in the written notice referred to in Section 2.2(a)
or Section 2.4(a), as applicable. In such event, the right of any Holder to
include its Registrable Securities in such registration shall be conditioned
upon such Holder's participation in such underwriting and the inclusion of
such Holder's Registrable Securities in the underwriting to the extent
provided herein. All Holders proposing to distribute their securities through
such underwriting shall enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for such underwriting by a
majority in interest of the Initiating Holders (which underwriter or
underwriters shall be reasonably acceptable to the Company). Notwithstanding
any other provision of this Section 2.2 or Section 2.4, if the underwriter
advises the Company that marketing factors require a limitation of the number
of securities to be underwritten (including Registrable Securities) then the
Company shall so advise all Holders of Registrable Securities which would
otherwise be underwritten pursuant hereto, and the number of shares that may
be included in the underwriting shall be allocated to the Holders of such
Registrable Securities on a pro rata basis based on the number of Registrable
Securities held by all such Holders (including the Initiating Holders);
provided, however, that the number of shares of Registrable Securities to be
included in such underwriting and registration shall not be reduced unless
all other securities of the Company are first entirely excluded from the,
underwriting and registration. Any Registrable Securities excluded. or
withdrawn from such underwriting shall be withdrawn from the registration.

              (c)    The Company shall not be required to effect a registration
pursuant to this Section 2.2:

                     (i)    after the Company has effected two (2)
registrations pursuant to this Section 2.2, and such registrations have been
declared or ordered effective;

                     (ii)   during the period starting with the date of
filing of, and ending on the date one hundred eighty (180) days following the
effective date of the registration statement pertaining to a public offering;
provided that the Company makes reasonable good faith efforts to cause such
registration statement to become effective;

                     (iii)  if the Company shall furnish to Holders requesting a
registration statement pursuant to this Section 2.2, a certificate signed by the
Chairman of

                                                                       PAGE 8
<PAGE>

the Board stating that in the good faith judgment of the Board of Directors
of the Company, it would be seriously detrimental to the Company and its
shareholders for such registration statement to be effected at such time, in
which event the Company shall have the right to defer such filing for a
period of not more than ninety (90) days after receipt of the request of the
Initiating Holders; provided that such right to delay a request shall be
exercised by the Company not more than once in any twelve (12) month period;
or

                     (iv)   if the Initiating Holders propose to dispose of
shares of Registrable Securities that may be immediately registered on Form S-3
pursuant to a request made pursuant to Section 2.4 below.

       2.3    PIGGYBACK REGISTRATIONS.

       The Company shall notify all Holders of Registrable Securities in
writing at least fifteen (15) days prior to the filing of any registration
statement under the Securities Act for purposes of a public offering of
securities of the Company (including, but not limited to, registration
statements relating to secondary offerings of securities of the Company, but
excluding registration statements relating to employee benefit plans or with
respect to corporate reorganizations or other transactions under Rule 145 of
the Securities Act) and will afford each such Holder an opportunity to
include in such registration statement all or part of such Registrable
Securities held by such Holder. Each Holder desiring to include in any such
registration statement all or any part of the Registrable Securities held by
it shall, within fifteen (15) days after the above-described notice from the
Company, so notify the Company in writing. Such notice shall state the
intended method of disposition of the Registrable Securities by such Holder.
If a Holder decides not to include all of its Registrable Securities in any
registration statement thereafter filed by the Company, such Holder shall
nevertheless continue to have the right to include any Registrable Securities
in any subsequent registration statement or registration statements as may be
filed by the Company with respect to offerings of its securities, all upon
the terms and conditions set forth herein.

              (a)    UNDERWRITING. If the registration statement under which.
the Company gives notice under this Section 2.3 is for an underwritten offering,
the Company shall so advise the Holders of Registrable Securities. In such
event, the right of any such Holder to be included in a registration pursuant to
this Section 2.3 shall be conditioned upon such Holder's participation in such
underwriting and the inclusion of such Holder's Registrable Securities in the
underwriting to the extent provided herein. All Holders proposing to distribute
their Registrable Securities through such underwriting shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by the Company. Notwithstanding any other
provision of this Agreement, if the underwriter determines in good faith that
marketing

                                                                       PAGE 9

<PAGE>

factors require a limitation of the number of shares to be underwritten, the
number of shares that may be included in the underwriting shall be allocated,
first, to the Company; second, to the Holders on a pro rata basis based on
the total number of Registrable Securities held by the Holders; and third, to
any shareholder of the Company (other than a Holder) on a pro rata basis. No
such reduction shall (i) reduce the securities being offered by the Company
for its own account to be included in the registration and underwriting, or
(ii) reduce the amount of securities of the selling Holders included in the
registration below twenty-five percent (25%) of the total amount of
securities included in such registration, unless such offering is the Initial
Offering and such registration does not include shares of any other selling
shareholders, in which event any or all of the Registrable Securities of the
Holders may be excluded in accordance with the immediately preceding
sentence. In no event will shares of any other selling shareholder be
included in such registration which would reduce the number of shares which
may be included by Holders without the written consent of Holders of not less
than a majority of the Registrable Securities proposed to be sold in the
offering. If any Holder disapproves of the terms of any such underwriting,
such Holder may elect to withdraw therefrom by written notice to the Company
and the underwriter, delivered at least ten (10) business, days prior to the
effective date of the registration statement. Any Registrable Securities
excluded or withdrawn from such underwriting shall be excluded and withdrawn
from the registration. For any Holder which is a partnership or corporation,
the partners, retired partners and shareholders of such Holder, or the
estates and family members of any such partners and retired partners and any
trusts for the benefit of any of the foregoing person shall be deemed to be a
single "HOLDER", and any pro rata reduction with respect to such "HOLDER"
shall be based upon the aggregate amount of shares carrying registration
rights owned by all entities and individuals included in such "HOLDER," as
defined in this sentence.

              (b)    RIGHT TO TERMINATE REGISTRATION. The Company shall have
the right to terminate or withdraw any registration initiated by it under
this Section 2.3 prior to the effectiveness of such registration whether or
not any Holder has elected to include securities in such registration. The
Registration Expenses of such withdrawn registration shall be borne by the
Company in accordance with Section 2.5 hereof

       2.4    FORM S-3 REGISTRATION.

       In case the Company shall receive from any Holder or Holders of
Registrable Securities a written request or requests that the Company effect a
registration on Form S-3 (or any successor to Form S-3) or any similar
short-form registration statement and any related qualification or compliance
with respect to all or a part of the Registrable Securities owned by such Holder
or Holders, the Company will:


                                                                       PAGE 10

<PAGE>

              (a)    promptly give written notice of the proposed registration,
and any related qualification or compliance, to all other Holders of Registrable
Securities; and

              (b)    as soon as practicable, effect such registration and all
such qualifications and compliances as may be so requested and as would
permit or facilitate the sale and distribution of all or such portion of such
Holder's or Holders' Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any other
Holder or Holders joining in such request as are specified in a written
request given within fifteen (15) days after receipt of such written notice
from the Company; provided, however, that the Company shall not be obligated
to effect any such registration, qualification or compliance pursuant to this
Section 2.4

                     (i)    if Form S-3 (or any successor or similar form) is
not available for such offering by the Holders;

                     (ii)   if the Holders, together with the holders of any
other securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities (if any) at
an aggregate price to the public of less than one million dollars
($1,000,000);

                     (iii)  if within thirty (30) days of receipt of a written
request from Initiating Holders pursuant to Section 2.2(a), the Company gives
notice to the Holders of the Company's intention to make a public offering
within ninety (90) days;

                     (iv)   if the Company shall furnish to the Holders a
certificate signed by the Chairman of the Board of Directors of the Company
stating that in the good faith judgment of the Board of Directors of the
Company, it would be seriously detrimental to the Company and its
shareholders for such Form S-3 -registration to be effected at such time, in
which event the Company shall have the right to defer the filing of the Form
S-3 registration statement for a period of not more than ninety (90) days
after receipt of the request of the Holder or Holders under this Section 2.4;
provided that such right to delay a request shall be exercised by the Company
not more than once in any twelve (12) month period;

                     (v)    if, at the time of the request, there is less
than one-third of the Shares (or shares of Common Stock issuable upon
conversion thereof) outstanding; or

                     (vi)   in any particular jurisdiction in which the Company
would be required to qualify to do business or to execute a general consent to
service of process in effecting such registration, qualification or compliance.

                                                                       PAGE 11
<PAGE>


              (c)    Subject to the foregoing, the Company shall file a Form
S-3 registration statement covering the Registrable Securities and other
securities so requested to be registered as soon as practicable after receipt
of the request or requests of the Holders. Registrations effected pursuant to
this Section 2.4 shall not be counted as demands for registration or
registrations effected pursuant to Sections 2.2 or 2.3, respectively.

       2.5    EXPENSES OF REGISTRATION.

       Except as specifically provided herein, all Registration Expenses
incurred in connection with any registration, qualification or compliance
pursuant to Section 2.2 or any registration under Section 2.3 or Section 2.4
herein shall be borne by the Company. All Selling Expenses incurred in
connection with any registrations hereunder, shall be borne by the holders of
the securities so registered pro rata on the basis of the number of shares so
registered. The Company shall not, however, be required to pay for expenses
of any registration proceeding begun pursuant to Section 2.2 or 2.4, the
request of which has been subsequently withdrawn by the Initiating Holders
unless (a) the withdrawal is based upon material adverse information
concerning the Company of which the Initiating Holders were not aware at the
time of such request or (b) the Holders of two-thirds of Registrable
Securities agree to forfeit their right to one requested registration
pursuant to Section 2.2 or Section 2.4, as applicable, in which event such
right shall be forfeited by all Holders). If the Holders are required to pay
the Registration Expenses, such expenses shall be borne by the holders of
securities (including Registrable Securities) requesting such registration in
proportion to the number of shares for which registration was requested. If
the Company is required to pay the Registration Expenses of a withdrawn
offering pursuant to clause (a) above, then the Holders shall not forfeit
their rights pursuant to Section 2.2 or Section 2.4 to a demand registration.

       2.6    OBLIGATIONS OF THE COMPANY.

       Whenever required to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably possible:

              (a)    Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use all reasonable efforts to
cause such registration statement to become effective, and, upon the request
of the Holders of a majority of the Registrable Securities registered
thereunder, keep such registration statement effective for up to thirty (30)
days or, if earlier, until the Holder or Holders have completed the
distribution related thereto. The Company shall not be required to file,
cause to become effective or maintain the effectiveness of any registration
statement that contemplates a

                                                                       PAGE 12
<PAGE>


distribution of securities on a delayed or continuous basis pursuant to Rule
415 under the Securities Act.

              (b)    Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition of
all securities covered by such registration statement for the period set
forth in paragraph (a) above.

              (c)    Furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.

              (d)    Use its reasonable best efforts to register and qualify
the securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Holders; provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or
to file a general consent to service of process in any such states or
jurisdictions.

              (e)    In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual
and customary form with the managing underwriter(s) of such offering. Each
Holder participating in such underwriting shall also enter into and perform
its obligations under such an agreement.

              (f)    Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in the light of the
circumstances then existing.

              (g)    Use its best efforts to furnish, on the date that such
Registrable Securities are delivered to the underwriters for sale, if such
securities are being sold through underwriters, (i) an opinion, dated as of
such date, of the counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to underwriters
in an underwritten public offering, addressed to the underwriters, if any,
and (ii) a letter dated as of such date, from the independent certified
public accountants of the Company, in form and substance as is customarily
given by

                                                                       PAGE 13
<PAGE>


independent certified public accountants to underwriters in an
underwritten public offering addressed to the underwriters.

       2.7    TERMINATION OF REGISTRATION RIGHTS.

       All registration rights granted under this Section 2 shall terminate
and be of no further force and effect eight (8) years after the date of the
Company's Initial Offering. In addition, a Holder's registration rights shall
expire, if (a) the Company has completed its Initial Offering and is subject
to the provisions of the Exchange Act, (b) such Holder (together with its
affiliates, partners and former partners) holds less than one percent (1%) of
the Company's outstanding Common Stock (treating all share of convertible
Preferred Stock on an as converted basis) and (c) all Registrable Securities
held by and issuable to such Holder (and its affiliates, partners, former
partners, members and former members) may be sold under Rule 144 during any
ninety (90) day period.

       2.8    DELAY OF REGISTRATION; FURNISHING INFORMATION.

              (a)    No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the
result of any controversy that might arise with respect to the interpretation
or implementation of this Section 2.

              (b)    It shall be a condition precedent to the obligations of
the Company to take any action pursuant to Section 2.2, 2.3 or 2.4 that the
selling Holders shall furnish to the Company such information regarding
themselves, the Registrable Securities held by them and the intended method
of disposition of such securities as shall be required to effect the
registration of their Registrable Securities.

              (c)    The Company shall have no obligation with respect to any
registration requested pursuant to Section 2.2 or Section 2.4 if, due to the
operation of subsection 2.2(b), the number of shares or the anticipated
aggregate offering price of the Registrable Securities to be included. in the
registration does not equal or exceed the number of shares or the anticipated
aggregate offering price required to originally trigger the Company's
obligation to initiate such registration as specified in Section 2.2 or
Section 2.4, whichever is applicable.

       2.9    INDEMNIFICATION.

       In the event any Registrable Securities are included in a registration
statement under Sections. 2.2, 2.3 or 2.4:

              (a)    To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, the partners, officers and directors of each
Holder, any

                                                                       PAGE 14
<PAGE>


underwriter (as defined in the Securities Act) for such Holder and each
person, if any, who controls such Holder or underwriter within the meaning of
the Securities Act or the Exchange Act, against any losses, claims, damages,
or liabilities joint or several) to which they may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any of the following statements, omissions or
violations (collectively a "VIOLATION") by the Company: (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii)
the omission or alleged omission to state therein a material fact required to
be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the Exchange Act or any
state securities law in connection with the offering covered by such
registration statement; and the Company will pay as incurred to each such
Holder, partner, officer, director, underwriter or controlling person for any
legal or other expenses reasonably incurred- by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this Section
2.9(a) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the
consent of the Company, which consent shall not be unreasonably withheld, nor
shall the Company be liable in any such case for any such loss, claim,
damage, liability or action to the extent that it arises out of or is based
upon a Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration
by such Holder, partner, officer, director, underwriter or controlling person
of such Holder.

              (b)    To the extent permitted by law, each Holder will, if
Registrable Securities held by such Holder are included in the securities as
to which such registration, qualification or compliance is being effected,
indemnify and hold harmless the Company, each of its directors, its officers
and each person, if any, who controls the Company within the meaning of the
Securities Act, any underwriter and any other Holder selling securities under
such registration statement or any of such other Holder's partners, directors
or officers or any person who controls such Holder, against any losses,
claims, damages or liabilities (joint or several) to which the Company or any
such director, officer, controlling person, underwriter or other such Holder,
or partner, director, officer or controlling person of such other Holder may
become subject under the Securities Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions
in respect thereto) arise out of or are based upon any Violation by the
Holder, in each case to the extent (and only to the extent) that such
Violation occurs in

                                                                       PAGE 15
<PAGE>


reliance upon and in conformity with written information furnished by such
Holder under an instrument duly executed by such Holder and stated to be
specifically for use in connection with such registration; and each such
Holder will pay as incurred any legal or other expenses reasonably incurred
by the Company or any such director, officer, controlling person, underwriter
or other Holder, or partner, officer, director or controlling person of such
other Holder in connection with investigating or defending any such loss,
claim, damage, liability or action if it is judicially determined that there
was such a Violation; provided, however, that the indemnity agreement
contained in this Section 2.9(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; provided, further, that in no event shall any
indemnity under this Section 2.9 exceed the net proceeds from the offering
received by such Holder.

              (c)    Promptly after receipt by an indemnified party under
this Section 2.9 of notice of the commencement of any indemnifiable action
(including any governmental action), such indemnified party will, if a claim
in respect thereof is to be made against any indemnifying party under this
Section 2.9, deliver to the indemnifying party a written notice of the
commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however,
that an indemnified party shall have the right to retain its own counsel,
with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 2.9, but the omission so to deliver
written notice. to the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section 2.9.

              (d)    If the indemnification provided for in this Section 2.9
is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or liabilities
referred to herein, the indemnifying party, in lieu of indemnifying such
indemnified party thereunder, shall to the extent permitted by applicable law
contribute to the amount paid or payable by such indemnified party as a
result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the
one hand and of the indemnified

                                                                       PAGE 16
<PAGE>


party on the other in connection with the Violation(s) that resulted in such
loss, claim, damage or liability, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by a court of law by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission; provided that in no event
shall any contribution by a Holder hereunder exceed the net proceeds from the
offering received by such Holder.

              (e)    The obligations of the Company and Holders under this
Section 2.9 shall survive completion of any offering of Registrable
Securities in a registration statement and the termination of this agreement.
No indemnifying party, in the defense of any such claim or litigation, shall,
except with the consent of each indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.

       2.10   ASSIGNMENT OF REGISTRATION RIGHTS.

       The rights to cause the Company to register Registrable Securities
pursuant to this Section 2 may be assigned by a Holder to a transferee or
assignee of Registrable Securities which (a) is a subsidiary, parent, general
partner, limited partner, retired partner, member or retired member of a
Holder, (b) is a Holder's family member or trust for the benefit of an
individual Holder, or (c) acquires at least five hundred thousand (500,000)
shares of Registrable Securities (as adjusted for stock splits and
combinations); provided, however, (i) the transferor shall, within ten (10)
days after such transfer, furnish to the Company written notice of the name
and address of such transferee or assignee and the securities with respect to
which such registration rights are being assigned and (ii) such transferee
shall agree to be subject to all restrictions set forth in this Agreement.

       2.11   AMENDMENT OF REGISTRATION RIGHTS.

       Any provision of this Section 2 may be amended and the observance
thereof may be waived (either generally or in a particular instance and
either retroactively or prospectively), only with the written consent of the
Company and the Holders of at least two-thirds of the Registrable Securities
then outstanding. Any amendment or waiver effected in accordance with this
Section 2.11 shall be binding upon each Holder and the Company. By acceptance
of any benefits under this Section 2, Holders of Registrable Securities
hereby agree to be bound by the provisions hereunder.

                                                                       PAGE 17
<PAGE>


       2.12   LIMITATION ON SUBSEQUENT REGISTRATION RIGHTS.

       After the date of this Agreement, the Company shall not, without the
prior written consent of the Holders of two-thirds of the Registrable
Securities then outstanding, enter into any agreement with any holder or
prospective holder of any securities of the Company that would grant such
holder registration rights pari passu or senior to those granted to the
Holders hereunder.

       2.13   "MARKET STAND-OFF" AGREEMENT; AGREEMENT TO FURNISH INFORMATION.

       Each Holder hereby agrees that such Holder shall not sell, transfer,
make any short sale of, grant any option for the purchase of, or enter into
any hedging or similar transaction with the same economic effect as a sale,
any Common Stock (or other securities) of the Company held by such Holder
(other than those included in the registration) for a period specified by the
representative of the underwriters of Common Stock (or other securities) of
the Company not to exceed one hundred eighty (180) days following the
effective date of a registration statement of the Company filed under the
Securities Act; provided that:

              (i)    such agreement shall apply only to the Company's Initial
Offering; and

              (ii)   all officers and directors of the Company and holders of
at least two percent (2%) of the Company's voting securities enter into
similar agreements.

       Each Holder agrees to execute and deliver such other agreements as may
be reasonably requested by the Company or the underwriter which are
consistent with the foregoing or which are necessary to give further effect
thereto.  In addition, if requested by the Company or the representative of
the underwriters of Common Stock (or other securities) of the Company, each
Holder shall provide, within ten (10) days of such request, such information
as may be required by the Company or such representative in connection with
the completion of any public offering of the Company's securities pursuant to
a registration statement filed under the Securities Act. The obligations
described in this Section 2.13 shall not apply to a registration relating
solely to employee benefit plans on Form S-1 or Form S-8 or similar forms
that may be promulgated in the future, or a registration relating solely to a
Commission Rule 145 transaction on Form S-4 or similar forms that may be
promulgated in the future. The Company may impose stop-transfer instructions
with respect to the shares of Common Stock (or other securities) subject to
the foregoing restriction until the end of said one hundred eighty (180) day
period.

                                                                       PAGE 18
<PAGE>


       2.14   RULE 144 REPORTING.

       With a view to making available to the Holders the benefits of certain
rules and regulations of the SEC which may permit the sale of the Registrable
Securities to the public without registration, the Company agrees to use its
best efforts to:

              (a)    Make and keep public information available, as those
terms are understood and defined in SEC Rule 144 or any similar or analogous
rule promulgated under the Securities Act, at all times after the effective
date of the first registration filed by the Company for an offering of its
securities to the general public;

              (b)    File with the SEC, in a timely manner, all reports and
other documents required of the Company under the Exchange Act; and

              (c)    So long as a Holder owns any Registrable Securities,
furnish to such Holder forthwith upon request: a written statement by the
Company as to its compliance with the reporting requirements of said Rule 144
of the Securities Act, and of the Exchange Act (at any time after it has
become subject to such reporting requirements); a copy of the most recent
annual or quarterly report of the Company; and such other reports and
documents as a Holder may reasonably request in availing itself of any rule
or regulation of the SEC allowing it to sell any such securities without
registration.

SECTION 3.    COVENANTS OF THE COMPANY

       3.1    BASIC FINANCIAL INFORMATION AND REPORTING.

              (a)    The Company will maintain true books and records of
account in which full and correct entries will be made of all its business
transactions pursuant to a system of accounting established and administered
in accordance with generally accepted accounting principles consistently
applied, and will set aside on its books all such proper accruals and
reserves as shall be required under generally accepted accounting principles
consistently applied.

              (b)    As soon as practicable after the end of each fiscal year
of the Company beginning with the fiscal year of 1999, and in any event
within ninety (90) days thereafter, the Company will furnish each Investor a
balance sheet of the Company, as at the end of such fiscal year, and a
statement of income and a statement of cash flows of the Company, for such
year, all prepared in accordance with generally accepted accounting
principles consistently applied and setting forth in each case in comparative
form the figures for the previous fiscal year, all in reasonable detail. Such
financial statements

                                                                       PAGE 19
<PAGE>


shall be accompanied by a report and opinion thereon by independent public
accountants of national standing selected by the Company's Board of Directors.

              (c)    The Company will furnish each Investor, as soon as
practicable after the end of the first, second and third quarterly accounting
periods in each fiscal year of the Company, and in any event within
forty-five (45) days thereafter, a balance sheet of the Company as of the end
of each such quarterly period, and a statement of income and a statement of
cash flows of the Company for such period and for the current fiscal year to
date, prepared in accordance with generally accepted accounting principles,
with the exception that no notes need be attached to such statements and
year-end audit adjustments may not have been made.

              (d)    The Company will furnish each such Investor (i) at least
thirty (30) days prior to the beginning of each fiscal year an annual budget
and operating plans for such fiscal year (and as soon as available, any
subsequent revisions thereto); and (ii) as soon as practicable after the end
of each month, and in any event within twenty (20) days thereafter, a balance
sheet of the Company as of the end of each such month, and a statement of
income and a statement of cash flows of the Company for such month and for
the current fiscal year to date, including a comparison to plan figures for
such period, prepared in accordance with generally accepted accounting
principles consistently applied, with the exception that no notes need be
attached to such statements and year-end audit adjustments may not have been
made.

       3.2    INSPECTION RIGHTS.

       Each Investor shall, have the right to visit and inspect any of the
properties of the Company or any of its subsidiaries, and to discuss the
affairs, finances and accounts of the Company or any of its subsidiaries with
its officers, and to review such information as is reasonably requested all
at such reasonable times and as often as may be reasonably requested;
provided, however, that the Company shall not be obligated under this Section
3.2 with respect to a competitor of the Company or with respect to
information which the Board of Directors determines in good faith is
confidential and should not therefore, be disclosed.

       3.3    CONFIDENTIALITY OF RECORDS.

       Each Investor agrees to use, and to use its best efforts to insure
that its authorized representatives use, the same degree of care as such
Investor uses to protect its own confidential information to keep
confidential any information furnished to it which the Company identifies as
being confidential or proprietary (so long as such information is not in the
public domain), except that such Investor may disclose such proprietary or

                                                                       PAGE 20
<PAGE>


confidential information to any partner, subsidiary or parent of such
Investor for the purpose of evaluating its investment in the Company as long
as such partner, subsidiary or parent is advised of the confidentiality
provisions of this Section 3.3.

       3.4    RESERVATION OF COMMON STOCK.

       The Company will at all times reserve and keep available, solely for
issuance and delivery upon the conversion of the Shares, all Common Stock
issuable from time to time upon such conversion.

       3.5    KEY MAN INSURANCE.

       The Company will use its commercially reasonable efforts to maintain
in full force and effect term life insurance in the amount of two million
dollars ($2,000,000) on the lives of each of Ted Spooner and Kirk Wright,
naming the Company as beneficiary.

       3.6    PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT.

       The Company shall require all employees and consultants to execute and
deliver a Proprietary Information and Inventions Agreement in the form
attached to the Purchase Agreement.

       3.7    ASSIGNMENT OF RIGHT OF FIRST REFUSAL.

       In the event the Company elects not to exercise any right of first
refusal or right of first offer the Company may have on a proposed transfer
of any of the Company's outstanding capital stock pursuant to the Company's
charter documents, by contract or otherwise, the Company shall, to the extent
it may do so, assign such right of first refusal or right of first offer to
each Investor. In the event of such assignment, each Investor shall have a
right to purchase its pro rata portion (based on its percentage ownership of
all Registrable Securities held by the Investors) of the capital stock
proposed to be transferred.

       3.8    DIRECTORS' EXPENSES.

       The Company shall reimburse all non-employee members of the Company's
Board of Directors for their reasonable expenses incurred in connection with
their attendance at board meetings.

                                                                       PAGE 21
<PAGE>


       3.9    INDEMNIFICATION.

       The Company will indemnify members of the Board of Directors to the
broadest extent permitted by applicable law and will indemnify each Investor
for any claims brought against the Investors by any third party (including
any other shareholder of the Company) solely as a result of purchasing the
Shares.

       3.10   STOCK VESTING.

       Unless otherwise approved by the Board of Directors, all stock options
and other stock equivalents issued after the date of this Agreement to
employees, directors, consultants and other service providers in connection
with their services to or with the Company (the "SERVICE STOCK") shall be
subject to vesting as follows: (a) twenty-five percent (25%) of such stock
shall vest at the end of the twelfth (12th) month following the earlier of
the date of issuance or such person's services commencement date with the
Company, and (b) seventy-five percent (75%) of such stock shall vest over the
remaining thirty-six (36) months. With respect to any shares of Service Stock
purchased by any such person, the Company's repurchase option shall provide
that upon such person's termination of employment or service with the
Company, with or without cause, the Company or its assignee (to the extent
permissible under applicable securities laws and other laws) shall have the
option to purchase at cost any unvested shares of Service Stock held by such
person.

       3.11   QUALIFIED SMALL BUSINESS.

       The Company will use reasonable efforts to comply with the reporting
and record-keeping requirements of Section 1202 of the Code, any regulations
promulgated thereunder and any similar state laws and regulations, and agrees
not to repurchase any stock of the Company if such repurchase would cause the
Shares not to so qualify as "QUALIFIED SMALL BUSINESS STOCK," so long as the
Company's Board of Directors determines that it is in the best interests of
and not unduly burdensome to the Company to comply with the provisions of
Section 1202 of the Code.

       3.12   YEAR 2000.

       The Company shall use its commercially reasonable best efforts to
ensure that the computer systems and software owned or licensed by the
Company after the date hereof are able to accurately process date data,
including, but not limited to, calculating, comparing and sequencing from,
into and between the twentieth century (through 1999), the year 2000 and the
twenty-first century, including leap year calculations.

                                                                       PAGE 22
<PAGE>


       3.13   TERMINATION OF COVENANTS.

       All covenants of the Company contained in Section 3 of this Agreement
shall expire and terminate as to each Investor upon the earlier of (i) the
effective date of the registration statement pertaining to the Initial
Offering or (ii) upon (a) the sale, lease or other disposition of all or
substantially all of the assets of the Company or (b) an acquisition of the
Company by another corporation or entity by consolidation, merger or other
reorganization in which the holders of the Company's outstanding voting stock
immediately prior to such transaction own, immediately after such transaction,
securities representing less than fifty percent (50%) of the voting power of
the corporation or other entity surviving such transaction (a "CHANGE IN
CONTROL"); provided that this Section 3.13 (ii)(b) shall not apply to a merger
effected exclusively for the purpose of changing the domicile of the Company.

SECTION 4.    MISCELLANEOUS

       4.1    GOVERNING LAW.

       This Agreement shall be governed by and construed under the laws of
the State of Oregon as applied to agreements among Oregon residents entered
into and to be performed entirely within Oregon.

       4.2    SURVIVAL.

       The representations, warranties, covenants, and agreements made herein
shall survive any investigation made by any Holder and the closing of the
transactions contemplated hereby. All statements as to factual matters
contained in any certificate or other instrument delivered by or on behalf of
the Company pursuant hereto in connection with the transactions contemplated
hereby shall be deemed to be representations and warranties by the Company
hereunder solely as of the date of such certificate or instrument.

       4.3    SUCCESSORS AND ASSIGNS.

       Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon, the successors, assigns,
heirs, executors, and administrators of the parties hereto and shall inure to
the benefit of and be enforceable by each person who shall be a holder of
Registrable Securities from time to time; provided, however, that prior to
the receipt by the Company of adequate written notice of the transfer of any
Registrable Securities specifying the full name and address of the transferee,
the Company may deem and treat the person listed as the holder, of such


                                                                         PAGE 23

<PAGE>


shares in its records as the absolute owner and holder of such shares for all
purposes, including the payment of dividends or any redemption price.

       4.4    ENTIRE AGREEMENT.

       This Agreement, the Exhibits and Schedules hereto, the Purchase
Agreement and the other documents delivered pursuant thereto constitute the
full and entire understanding and agreement between the parties with regard
to the subjects hereof and no party shall be liable or bound to any other in
any manner by any representations, warranties, covenants and agreements
except as specifically set forth herein and therein.  This Agreement amends,
restates and supersedes in its entirety the terms and conditions set forth in
the Original Agreement, and the Original Agreement shall be of no further
force or effect.

       4.5    SEVERABILITY.

       In the event one or more of the provisions of this Agreement should,
for any reason, be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect any other
provisions of this Agreement, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.

       4.6    AMENDMENT AND WAIVER.

              (a)    Except as otherwise expressly provided, this Agreement
may be amended or modified only upon the written consent of the Company and
the holders of at least two-thirds of the Registrable Securities.
Notwithstanding the foregoing, any amendment that would adversely affect a
Holder in a manner different than other Holders shall require the consent of
the affected Holder.

              (b)    Except as otherwise expressly provided, the obligations
of the Company and the rights of the Holders under this Agreement may be
waived only with the written consent of the Holders of at least two-thirds of
the Registrable Securities. Notwithstanding the foregoing, any waiver that
would adversely affect a Holder in a manner different than other Holders
shall require the consent of the affected Holder.

              (c)    Notwithstanding the foregoing, this Agreement may be
amended with only the written consent of the Company to include additional
purchasers of Shares as "INVESTORS," "HOLDERS" and parties hereto.


                                                                         PAGE 24

<PAGE>


       4.7    DELAYS OR OMISSIONS.

       It is agreed that no delay or omission to exercise any right, power,
or remedy accruing to any Holder, upon any breach, default or noncompliance
of the Company under this Agreement shall impair any such right, power, or
remedy, nor shall it be construed to be a waiver of any such breach, default
or noncompliance, or any acquiescence therein, or of any similar breach,
default or noncompliance thereafter occurring. It is further agreed that any
waiver, permit, consent, or approval of any kind or character on any Holder's
part of any breach, default or noncompliance under this Agreement or any waiver
on such Holder's part of any provisions or conditions of this Agreement must be
in writing and shall be effective only to the extent specifically set forth in
such writing. All remedies, either under this Agreement, by law, or otherwise
afforded to Holders, shall be cumulative and
not alternative.

       4.8    NOTICES.

       All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (a) upon personal delivery to the party to
be notified, (b) when sent by confirmed telex or facsimile if sent during
normal business hours of the recipient; if not, then on the next business
day, (c) five (5) days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (d) one (1) day after
deposit with a nationally recognized overnight courier, specifying next day
delivery, with written verification of receipt. All communications shall be
sent to the party to be notified at the address as set forth on the signature
pages hereof or Exhibit A hereto or at such other address as such party may
designate by ten (10) days advance written notice to the other parties hereto.

       4.9    ATTORNEYS' FEES.

       In the event that any suit or action is instituted to enforce any
provision in this Agreement, the prevailing party in such dispute shall be
entitled to recover from the losing party all fees, costs and expenses of
enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.

       4.10   TITLES AND SUBTITLES.

       The titles of the sections and subsections of this Agreement are for
convenience of reference only and are not to be considered in construing this
Agreement.


                                                                         PAGE 25

<PAGE>


       4.11   ADDITIONAL INVESTORS.

       Notwithstanding anything to the contrary contained herein, if the
Company shall issue additional shares of its Preferred Stock pursuant to the
Purchase Agreement, any purchaser of such shares of Preferred Stock may become
a party to this Agreement by executing and delivering an additional counterpart
signature page to this Agreement and shall be deemed an "Investor" hereunder.

       4.12   COUNTERPARTS.

       This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.


                                                                         PAGE 26

<PAGE>


       IN WITNESS WHEREOF, the parties hereto have executed this Investor
Rights Agreement as of the date set forth in the first paragraph hereof.


COMPANY:                                INVESTORS:


CORILLIAN CORPORATION                   BATTERY VENTURES V, L.P.
                                        By:    Battery Partners V, LLC
                                               its General Partner


By:  /s/ Ted F. Spooner                 By:  /s/ R.G. Barrett
   ---------------------------------       -----------------------------------
     TED SPOONER, CHIEF EXECUTIVE              Member Manager
       OFFICER
Address:   3601 SW Murray Boulevard     BATTERY VENTURES CONVERGENCE, L.P.
           Suite 300                    By:  Battery Convergence Partners,
           Beaverton, OR  97005              LLC,
                                             its General Partner

                                        By:  /s/R.G. Barrett
                                           -----------------------------------
                                             Member Manager


                                        BATTERY INVESTMENT PARTNERS V, LLC
                                        By:  /s/ R.G. Barrett
                                           -----------------------------------
                                             Member Manager

                                             /s/ Jay N. Whipple III
                                        --------------------------------------
                                        JAY N. WHIPPLE III

                                             /s/ John Abraham
                                        --------------------------------------
                                        JOHN ABRAHAM

                                        FINANCIAL TECHNOLOGY VENTURES, L.P.

                                        By:  /s/ Scott Wu
                                           -----------------------------------
                                             Managing Member


                                                                         PAGE 27

<PAGE>


                                        FINANCIAL TECHNOLOGY VENTURES (Q), L.P.

                                        By:  /s/ Scott Wu
                                           ------------------------------------
                                             Managing Member


                                        BCI GROWTH V, LLC
                                        By:  Glenpointe Associates V, LLC,
                                           ------------------------------------
                                             General Partner

                                        By:  /s/
                                           ------------------------------------
                                             Managing Member


                                        BCI INVESTORS, LLC
                                        By:  /s/
                                           ------------------------------------
                                             Managing Member


                                        DEITCH LIMITED


                                        By:  /s/ Richard Deitch III
                                           ------------------------------------
                                             Rick Deitch

                                             /s/ Richard J. Barrett
                                        ---------------------------------------
                                        RICHARD J. BARRETT

                                             /s/ Steven L. Ossad
                                        ---------------------------------------
                                        STEVE L. OSSAD

                                             /s/ Douglas A. Fordyce
                                        ---------------------------------------
                                        DOUGLAS A. FORDYCE


                                                                         PAGE 28

<PAGE>


                                             /s/ T.E. Sullivan
                                        ---------------------------------------
                                        THOMAS E. SULLIVAN

                                             /s/ Devlin Lander
                                        ---------------------------------------
                                        DEVLIN LANDER

                                             /s/ Erik M. Jensen
                                        ---------------------------------------
                                        ERIK M. JENSEN

                                             /s/ Anthony M. DeLuise
                                        ---------------------------------------
                                        ANTHONY M. DELUISE

                                             /s/ Jess G. Hibbard
                                        ---------------------------------------
                                        JESSE G. HIBBARD

                                             /s/ Patrick M. McCloskey
                                        ---------------------------------------
                                        PATRICK M. MCCLOSKEY


                                                                         PAGE 29

<PAGE>


ADDITIONAL SIGNATURE PAGE TO CORILLIAN CORPORATION AMENDED AND RESTATED INVESTOR
                                RIGHTS AGREEMENT


                                        FIRST UNION CAPITAL PARTNERS, INC.


                                        By:    /s/ David Scanlan
                                           ------------------------------------
                                               David Scanlan
                                               Vice President

ACKNOWLEDGED AND AGREED
AS OF OCTOBER 26, 1999:


CORILLIAN CORPORATION


By:        /s/ Ted F. Spooner
   ---------------------------------
     TED SPOONER, CHIEF EXECUTIVE
     OFFICER


                                                                         PAGE 30

<PAGE>


              ADDITIONAL SIGNATURE PAGE TO CORILLIAN CORPORATION
                AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT


                                        WACHOVIA CAPITAL INVESTMENTS, INC.


                                        By:      /s/
                                           -----------------------------------
                                             Lawrence J. DeAngelo
                                             Senior Vice President


                                        DONALDSON, LUFKIN & JENRETTE
                                        SECURITIES CORPORATION


                                        By:    /s/
                                           -----------------------------------
                                        Name:
                                             ---------------------------------
                                        Its:
                                            ----------------------------------


ACKNOWLEDGED AND AGREED
AS OF NOVEMBER 12, 1999:


CORILLIAN CORPORATION


By:      /s/ Ted F. Spooner
   -----------------------------------
    TED SPOONER, CHIEF EXECUTIVE
    OFFICER


                                                                         PAGE 31

<PAGE>


                                     EXHIBIT A

                               SCHEDULE OF INVESTORS

SERIES A INVESTORS
------------------

Jay N. Whipple III
135 South LaSalle Street, Suite 2460
Chicago, IL 60603

SERIES B INVESTORS
------------------

Battery Ventures V, L.P.
901 Mariners Island Boulevard, Suite 475
San Mateo, CA 94404.

Battery Ventures Convergence Fund, L.P.
901 Mariners Island Boulevard, Suite 475
San Mateo, CA 94404

Battery Investment Partners V, LLC
901 Mariners Island Boulevard, Suite 475
San Mateo, CA 94404

John Abraham
Add-Vision
1305 Palmetto Avenue, Suite D
Pacifica, CA 94044

SERIES C INVESTORS
------------------

Battery Ventures V, L.P.
901 Mariners Island Boulevard, Suite 475
San Mateo, CA 94404.

Battery Ventures Convergence Fund, L.P.
901 Mariners Island Boulevard, Suite 475
San Mateo, CA 94404

Battery Investment Partners V, LLC
901 Mariners Island Boulevard, Suite 475
San Mateo, CA 94404


                                                                          PAGE 1

<PAGE>


Financial Technology Ventures, L.P.
601 California Street, Suite 2200
San Francisco, CA 94108

Financial Technology Ventures Q, L.P.
601 California Street, Suite 2200
San Francisco, CA 94108

BCI Investors, LLC
Glenpointe Centre West
Teaneck, NJ 07666

BCI Growth V, LLC
Glenpointe Centre West
Teaneck, NJ 07666

Deitch Limited
3505 Drexel
Dallas, TX 75205

Richard J. Barrett
1 East 66th Street, #14A
New York, NY 10021

Steve L. Ossad
3875 Clay Street
San Francisco, CA 94118

Erik M. Jensen
44 West 62nd Street, #25B
New York, NY 10023

Douglas A. Fordyce
4406 Northcrest Road
Dallas, TX 75229

Anthony M. DeLuise
401 East 85th Street, #17B
New York, NY 10028


                                                                          PAGE 2

<PAGE>


Thomas E. Sullivan
3615 Yarrow Point Road
Yarrow Point, WA 98004

Jesse G. Hibbard
906 Allen Street, #1313
Dallas, TX 75204

Devlin Lander
2331 Pacific Avenue
San Francisco, CA 94115

Patrick M. McCloskey
4 Crows Nest
Bronxville, NY 10708

First Union Capital Partners, Inc.
One First Union Center, TW-5
Charlotte, NC 28288-0732

Donaldson, Lufkin & Jenrette Securities Corporation
277 Park Avenue
New York. NY 10072

Wachovia Capital Investments, Inc.
c/o Wachovia Capital Associates, Inc.
191 Peachtree Street, 26th Floor
Atlanta, GA 30303


                                                                          PAGE 3