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                            CORILLIAN CORPORATION

                            1997 STOCK OPTION PLAN
                   (AS AMENDED AND RESTATED APRIL 15, 1999)


       1.     ESTABLISHMENT, PURPOSE AND DEFINITIONS.

       (a)    The Corillian Corporation 1997 Stock Option Plan (the "Plan")
is hereby adopted as of October 1, 1997, subject to shareholder approval.

       (b)    The purpose of the Plan is to give employees, directors,
officers, consultants and advisors of Corillian Corporation (the "Company")
and its affiliates an opportunity to purchase shares of the Common Stock of
the Company (the "Stock").  It is intended that some of the options granted
to employees of the Company will qualify as "incentive stock options" under
Section 422 of the Internal Revenue Code as it is now in effect or as it may
hereafter be amended (the "Code").  The Plan is adopted in the belief that
providing employees, directors, officers, consultants and advisors of the
Company with a stake in the Company's successful operation will act as an
incentive to them to expand and improve the profit position of the Company
and will materially aid the Company in obtaining and retaining such persons.

       (c)    The term "affiliates" means parent or subsidiary corporations
as defined in Code Section 425, including parents or subsidiaries which
become such after adoption of the Plan.

       2.     SHARES SUBJECT TO THE PLAN.

       (a)    Options may be granted under the Plan to purchase an aggregate
of not more than six million three hundred sixty-five thousand six hundred
ninety-two (6,365,692) shares of Stock.  Shares subject to the unexercised
portion of an option which expires, is surrendered or for any other reason
ceases to be exercisable may again be made subject to option under the Plan.

       (b)    If there is any change in the Stock through merger,
consolidation, reorganization, recapitalization, reincorporation, stock
dividend or other change in the corporate structure of the Company,
appropriate adjustments shall be made by the Board of Directors in the
aggregate number of shares subject to the Plan and the number of shares and
the price per share subject to outstanding options, to preserve, but not to
increase, the benefits of the optionees.  If the Company is not the surviving
corporation in any merger, consolidation or reorganization, every option
outstanding under the Plan shall terminate as of the effective date of such
merger, consolidation or

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reorganization, unless the surviving corporation (subject to applicable
provisions of the Code) issues a new option therefor or assumes (with
appropriate changes) the existing option.

       3.     ELIGIBILITY.

       (a)    The Board of Directors shall designate those employees, directors,
officers, consultants and advisors of the Company who shall be eligible to have
granted to them the options provided for by the Plan.  The Board of Directors
shall also determine, at the time of grant, which options granted to employees
of the Company shall be treated as incentive stock options.

       (b)    The aggregate fair market value (determined at the times the
options are granted) of the shares of Stock with respect to which incentive
stock options are exercisable for the first time by an optionee during any
calendar year (under all incentive stock option plans of the Company and its
affiliates) shall not exceed One Hundred Thousand Dollars ($100,000).

       4.     ADMINISTRATION OF THE PLAN.

       The Plan shall be administered by the Board of Directors.  The Board
shall have full power to grant options, construe and interpret the Plan,
prescribe, amend and rescind rules and regulations relating to the Plan and
make all other determinations necessary or advisable for administration of
the Plan. The Board shall exercise its powers with respect to incentive stock
options only in a manner consistent with the meaning of Code Section 422.
All decisions, determinations and interpretations of the Board shall be
binding on all optionees.

       5.     TERMS AND CONDITIONS OF OPTIONS.

       (a)    Each option granted pursuant to the Plan shall be evidenced by
a written agreement (the "Option Agreement") executed by the Company and the
optionee, which shall contain terms and conditions consistent with the terms
of the Plan as determined by the Board of Directors.

       (b)    An option shall be exercisable, during the lifetime of the
optionee, only by the optionee and only during the option period set forth in
the Option Agreement.  The option period for an incentive stock option shall
not extend for more than ten (10) years from the date such option is granted;
if, however, the optionee currently holds more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company, such
option period shall not extend for more than five (5) years from the date
such incentive stock option is granted.

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       (c)    The exercise price of an option shall be not less than the fair
market value of the Stock covered by such option on the date such option is
granted.  However, if the optionee currently holds more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Company, the purchase price of an incentive stock option shall be not less
than one hundred ten percent (110%) of the fair market value of the Stock
covered by such incentive stock option on the date such option is granted.

       (d)    Options are not transferrable otherwise than by will or the
laws of descent and distribution, as set forth in the Option Agreement.

       6.     USE OF PROCEEDS.

       Proceeds realized from the sale of Stock upon exercise of options
granted under the Plan shall constitute general funds of the Company.

       7.     SUSPENSION, TERMINATION OR AMENDMENT OF THE PLAN.

       The Board of Directors may suspend, terminate or amend the Plan.  No
action of the Board to amend the Plan in any of the following respects shall
be effective without prior shareholder approval:

              (a)    to increase the maximum number of shares subject to the
       Plan (except as provided in Subsection 2(b)); or

              (b)    to make any change in the Plan the effect of which would
       be to disqualify incentive stock options granted under the Plan from
       favorable tax treatment as "incentive stock options" under the Code.

       The Plan shall terminate automatically on September 29, 2007, unless
terminated prior to such date.  No option may be granted during any
suspension or after the termination of the Plan, and no such amendment,
suspension or termination of the Plan shall, without the optionee's consent,
alter or impair any rights or obligations under any option previously granted
under the Plan.
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