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                  ONLINE RESOURCES & COMMUNICATIONS CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN

1.      Purpose. The purpose of the Plan is to provide employees of the Company
        and its Designated Subsidiaries with an opportunity to purchase Common
        Stock of the Company through accumulated payroll deductions. It is the
        intention of the Company to have the Plan qualify as an "Employee Stock
        Purchase Plan" under Section 423 of the Internal Revenue Code of 1986,
        as amended. The provisions of the Plan, accordingly, shall be construed
        so as to extend and limit participation in a manner consistent with the
        requirements of that section of the Code.

2.      Definitions.

                a.      "Board" shall mean the Board of Directors of the
                        Company.

                b.      "Code" shall mean the Internal Revenue Code of 1986, as
                        amended.

                c.      "Common Stock" shall mean the Common Stock of the
                        Company.

                d.      "Company" shall mean Online Resources & Communications
                        Corporation, a Delaware corporation, and any Designated
                        Subsidiary of the Company.

                e.      "Compensation" shall mean all base straight time gross
                        earnings, commissions, payments for overtime, shift
                        premium, incentive compensation, incentive payments,
                        bonuses and other compensation; provided, however, that
                        for the first Offering Period under the Plan,
                        Compensation shall include only all base straight time
                        gross earnings.

                f.      "Designated Subsidiary" shall mean any Subsidiary which
                        has been designated by the Board from time to time in
                        its sole discretion as eligible to participate in the
                        Plan.

                g.      "Employee" shall mean any individual who is an Employee
                        of the Company for tax purposes whose customary
                        employment with the Company is at least twenty (20)
                        hours per week and more than five (5) months in any
                        calendar year. For purposes of the Plan, the employment
                        relationship shall be treated as continuing intact while
                        the individual is on sick leave or other leave of
                        absence approved by the Company. Where the period of
                        leave exceeds 90 days and the individual's right to
                        reemployment is not guaranteed either by statute or by
                        contract, the employment relationship shall be deemed to
                        have terminated on the 91st day of such leave.

                h.      "Enrollment Date" shall mean the first day of each
                        Offering Period.

                i.      "Exercise Date" shall mean the last day of each Offering
                        Period.

                j.      "Fair Market Value" shall mean, as of any date, the
                        value of Common Stock determined as follows:

                                1)      If the Common Stock is listed on any
                                        established stock exchange or a national
                                        market system, including without
                                        limitation the Nasdaq National Market or
                                        the Nasdaq SmallCap Market of the Nasdaq
                                        Stock Market, its Fair Market Value
                                        shall be the closing sales price for
                                        such stock (or the closing bid, if no
                                        sales were reported) as quoted on such
                                        exchange or system for the last market
                                        trading day on the date of such
                                        determination, as reported in The Wall
                                        Street Journal or such other source as
                                        the Board deems reliable, or;

                                2)      If the Common Stock is regularly quoted
                                        by a recognized securities dealer but
                                        selling prices are not reported, its
                                        Fair Market Value shall be the mean of
                                        the closing bid and asked prices for the
                                        Common Stock on the date of such
                                        determination, as reported in The Wall
                                        Street Journal or such other source as
                                        the Board deems reliable, or;

                                3)      In the absence of an established market
                                        for the Common Stock, the Fair Market
                                        Value thereof shall be determined in
                                        good faith by the Board.

                                4)      For purposes of the Enrollment Date of
                                        the first Offering Period under the
                                        Plan, the Fair Market Value shall be the
                                        closing price on the Nasdaq National
                                        Market as of the date the Company adopts
                                        the Plan.


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                      EMPLOYEE STOCK PURCHASE PLAN - PAGE 2

                k.      "Offering Period" shall mean a period of approximately
                        six (6) months during which an option granted pursuant
                        to the Plan may be exercised, commencing on the first
                        Trading Day on or after January 1 and terminating on the
                        last Trading Day in the period ending the following June
                        1, or commencing on the first Trading Day on or after
                        July 1 and terminating on the last Trading Day in the
                        period ending the following December 31; provided,
                        however, that the first Offering Period under the Plan
                        shall commence on the date that the Company adopts the
                        Plan. The duration of Offering Periods may be changed
                        pursuant to Section 4 of this Plan.

                l.      "Plan" shall mean this Employee Stock Purchase Plan.

                m.      "Purchase Price" shall mean an amount equal to 85% of
                        the Fair Market Value of a share of Common Stock on the
                        Enrollment Date or on the Exercise Date, whichever is
                        lower; provided, however, that the Purchase Price may be
                        adjusted by the Board Pursuant to Section 20.

                n.      "Reserves" shall mean the number of shares of Common
                        Stock covered by each option under the Plan which have
                        not yet been exercised and the number of shares of
                        Common Stock which have been authorized for issuance
                        under the Plan but not yet placed under option.

                o.      "Subsidiary" shall mean a corporation, domestic or
                        foreign, of which not less than 50% of the voting shares
                        are held by the Company or a Subsidiary, whether or not
                        such corporation now exists or is hereafter organized or
                        acquired by the Company or a Subsidiary.

                p.      "Trading Day" shall mean a day on which national stock
                        exchanges and the Nasdaq System are open for trading.

3.      Eligibility.

                a.      Any Employee who shall be employed by the Company on a
                        given Enrollment Date shall be eligible to participate
                        in the Plan.

                b.      Any provisions of the Plan to the contrary
                        notwithstanding, no Employee shall be granted an option
                        under the Plan (i) to the extent that, immediately after
                        the grant, such Employee (or any other person whose
                        stock would be attributed to such Employee pursuant to
                        Section 424(d) of the Code) would own capital stock of
                        the Company and/or hold outstanding options to purchase
                        such stock possessing five percent (5%) or more of the
                        total combined voting power or value of all classes of
                        the capital stock of the Company or of any Subsidiary,
                        or (ii) to the extent that his or her rights to purchase
                        stock under all employee stock purchase plans of the
                        Company and its subsidiaries accrues at a rate which
                        exceeds Fifteen Thousand Dollars ($15,000) worth of
                        stock (determined at the fair market value of the shares
                        at the time such option is granted) for each calendar
                        year in which such option is outstanding at any time.

4.      Offering Periods. The Plan shall be implemented by consecutive Offering
        Periods with a new Offering Period commencing on the first Trading Day
        on or after January 1 and July 1 each year, or on such other date as the
        Board shall determine, and continuing thereafter until terminated in
        accordance with Section 20 hereof; provided, however, that the first
        Offering Period under the Plan shall commence on the date the Company
        adopts the Plan and end on the last Trading Day on or before June 30,
        1999. The Board shall have the power to change the duration of Offering
        Periods (including the commencement dates thereof) with respect to
        future offerings without stockholder approval if such change is
        announced at least five (5) days prior to the scheduled beginning of the
        first Offering Period to be affected thereafter.

5.      Participation.

                a.      An eligible Employee may become a participant in the
                        Plan by completing a subscription agreement authorizing
                        payroll deductions in the form of Exhibit A to this Plan
                        and filing it with the Company's payroll office prior to
                        the applicable Enrollment Date.

                b.      Payroll deductions for a participant shall commence on
                        the first payroll following the Enrollment Date and
                        shall end on the last payroll in the Offering Period to
                        which such authorization is applicable, unless sooner
                        terminated by the participant as provided in Section 10
                        hereof.

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                      EMPLOYEE STOCK PURCHASE PLAN - PAGE 3

6.      Payroll Deductions.

                a.      At the time a participant files his or her subscription
                        agreement, he or she shall elect to have payroll
                        deductions made on each pay day during the Offering
                        Period in an amount not exceeding ten percent (10%) of
                        the Compensation which he or she receives on each pay
                        day during the Offering Period.

                b.      All payroll deductions made for a participant shall be
                        credited to his or her account under the Plan and shall
                        be withheld in whole, even percentages only. A
                        participant may not make any additional payments into
                        such account.

                c.      A participant may discontinue his or her participation
                        in the Plan as provided in Section 10 hereof, but no
                        other change can be made during an Offering Period and,
                        specifically, a participant may not alter the rate of
                        his or her payroll deductions for that Offering Period.
                        A participant may increase or decrease the rate of his
                        or her payroll deductions for successive Offering
                        Periods by completing and filing with the Company a new
                        subscription agreement authorizing a change in payroll
                        deduction rate before the start of the new Offering
                        Period. A participant's subscription agreement shall
                        remain in effect for successive Offering Periods unless
                        terminated as provided in Section 10 hereof.

                d.      Notwithstanding the foregoing, to the extent necessary
                        to comply with Section 423(b)(8) of the Code and Section
                        3(b) hereof, a participant's payroll deductions may be
                        decreased to zero percent (0%) at any time during an
                        Offering Period. Payroll deductions shall recommence at
                        the rate provided in such participant's subscription
                        agreement at the beginning of the first Offering Period
                        which is scheduled to end in the following calendar
                        year, unless terminated by the participant as provided
                        in Section 10 hereof.

                e.      At the time the option is exercised, in whole or in
                        part, or at the time some or all of the Company's Common
                        Stock issued under the Plan is disposed of, the
                        participant must make adequate provision for the
                        Company's federal, state, or other tax withholding
                        obligations, if any, which arise upon the exercise of
                        the option or the disposition of the Common Stock. At
                        any time, the Company may, but shall not be obligated
                        to, withhold from the participant's compensation the
                        amount necessary for the Company to meet applicable
                        withholding obligations, including any withholding
                        required to make available to the Company any tax
                        deductions or benefits attributable to sale or early
                        disposition of Common Stock by the Employee.

7.      Grant of Option. On the Enrollment Date of each Offering Period, each
        eligible Employee participant in such Offering Period shall be granted
        an option to purchase on the Exercise Date of such Offering Period (at
        the applicable Purchase Price) up to a number of shares of the Company's
        Common Stock determined by dividing such Employee's payroll deductions
        accumulated prior to such Exercise Date and retained in the
        Participant's account as of the Exercise Date by the applicable Purchase
        Price; provided that in no event shall an Employee be permitted to
        purchase during each Offering Period more than 1,000 shares (subject to
        any adjustment pursuant to Section 19), and provided further that such
        purchase shall be subject to the limitations set forth in Sections 3(b)
        and 12 hereof. The Board may, for future Offering Periods, increase or
        decrease, in its absolute discretion, the maximum number of shares of
        the Company' Common Stock an Employee may purchase during each Offering
        Period. Exercise of the option shall occur as provided in Section 8
        hereof, unless the participant has withdrawn pursuant to Section 10
        hereof. The Option shall expire on the last day of the Offering Period.

8.      Exercise of Option. Unless a participant withdraws from the Plan as
        provided in Section 10 hereof, his or her option for the purchase of
        shares shall be exercised automatically on the Exercise Date, and the
        maximum number of full shares subject to option shall be purchased for
        such participant at the applicable Purchase Price with the accumulated
        payroll deductions in his or her account. No fractional shares shall be
        purchased; any payroll deductions accumulated in a participant's account
        which are not sufficient to purchase a full share shall be retained in
        the participant's account for the subsequent Offering Period, subject to
        earlier withdrawal by the participant as provided in Section 10 hereof.
        Any other monies left over in a participant's account after the Exercise
        Date shall be returned to the participant. During a participant's
        lifetime, a participant's option to purchase shares hereunder is
        exercisable only by him or her.


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                      EMPLOYEE STOCK PURCHASE PLAN - PAGE 4

9.      Delivery. As promptly as practicable after each Exercise Date on which a
        purchase of shares occurs, the Company shall arrange the delivery to
        each participant, as appropriate, the shares purchased upon exercise of
        his or her option.

10.     Withdrawal.

                a.      A participant may withdraw all but not less than all the
                        payroll deductions credited to his or her account and
                        not yet used to exercise his or her option under the
                        Plan at any time by giving written notice to the Company
                        in the form of Exhibit B to this Plan. All of the
                        participant's payroll deductions credited to his or her
                        account shall be paid to such participant promptly after
                        receipt of notice of withdrawal and such participant's
                        option for the Offering Period shall be automatically
                        terminated, and no further payroll deductions for the
                        purchase of shares shall be made for such Offering
                        Period. If a participant withdraws from an Offering
                        Period, payroll deductions shall not resume at the
                        beginning of the succeeding Offering Period unless the
                        participant delivers to the Company a new subscription
                        agreement.

                b.      A participant's withdrawal from an Offering Period shall
                        not have any effect upon his or her eligibility to
                        participate in any similar plan which may hereafter be
                        adopted by the Company or in succeeding Offering Periods
                        which commence after the termination of the Offering
                        Period from which the participant withdraws.

11.     Termination of Employment. Upon a participant's ceasing to be an
        Employee for any reason, he or she shall be deemed to have elected to
        withdraw from the Plan and the payroll deductions credited to such
        participant's account during the Offering Period but not yet used to
        exercise the option shall be returned to such participant or, in the
        case of his or her death, to the person or persons entitled thereto
        under Section 15 hereof, and such participant's option shall be
        automatically terminated. The preceding sentence notwithstanding, a
        participant who receives payment in lieu of notice of termination of
        employment shall be treated as continuing to be an Employee for the
        participant's customary number of hours per week of employment during
        the period in which the participant is subject to such payment in lieu
        of notice.

12.     Interest. No interest shall accrue on the payroll deductions of a
        participant in the Plan.

13.     Stock.

                a.      Subject to adjustment upon changes in capitalization of
                        the Company as provided in Section 19 hereof, the
                        maximum number of shares of the Company's Common Stock
                        which shall be made available for sale under the Plan
                        shall be 400,000 shares, plus an annual increase to be
                        added on each anniversary date of the adoption of the
                        Plan equal to the lesser of (i) 100,000 shares or (ii) a
                        lesser amount determined by the Board. If, on a given
                        Exercise Date, the number of shares with respect to
                        which options are to be exercised exceeds the number of
                        shares then available under the Plan, the Company shall
                        make a pro rata allocation of the shares remaining
                        available for purchase in as uniform a manner as shall
                        be practicable and as it shall determine to be
                        equitable.

                b.      The participant shall have no interest or voting right
                        in shares covered by his option until such option has
                        been exercised.

                c.      Shares to be delivered to a participant under the Plan
                        shall be registered in the name of the participant or in
                        the name of the participant and his or her spouse.

14.     Administration. The Plan shall be administered by the Board or a
        committee of members of the Board appointed by the Board. The Board or
        its committee shall have full and exclusive discretionary authority to
        construe, interpret and apply the terms of the Plan, to determine
        eligibility and to adjudicate all disputed claims filed under the Plan.
        Every finding, decision and determination made by the Board or its
        committee shall, to the full extent permitted by law, be final and
        binding upon all parties.

15.     Designation of Beneficiary.

                a.      A participant may file a written designation of a
                        beneficiary who is to receive any shares and cash, if
                        any, from the participant's account under the Plan in
                        the event of such

<PAGE>   5


                        participant's death subsequent to an Exercise Date on
                        which the option is exercised but prior to delivery to
                        such participant of such shares and cash. In addition, a
                        participant may file a written designation of a
                        beneficiary who is to receive any cash from the
                        participant's account under the Plan in the event of
                        such participant's death prior to exercise of the
                        option. If a participant is married and the designated
                        beneficiary is not the spouse, spousal consent shall be
                        required for such designation to be effective.

                b.      Such designation of beneficiary may be changed by the
                        participant at any time by written notice. In the event
                        of the death of a participant and in the absence of a
                        beneficiary validly designated under the Plan who is
                        living at the time of such participant's death, the
                        Company shall deliver such shares and/or cash to the
                        executor or administrator of the estate of the
                        participant, or if no such executor or administrator has
                        been appointed (to the knowledge of the Company), the
                        Company, in its discretion, may deliver such shares
                        and/or cash to the spouse or to any one or more
                        dependents or relatives of the participant, or if no
                        spouse, dependent or relative is known to the Company,
                        then to such other person as the Company may designate.

16.     Transferability. Neither payroll deductions credited to a participant's
        account nor any rights with regard to the exercise of an option or to
        receive shares under the Plan may be assigned, transferred, pledged or
        otherwise disposed of in any way (other than by will, the laws of
        descent and distribution or as provided in Section 15 hereof) by the
        participant. Any such attempt at assignment, transfer, pledge or other
        disposition shall be without effect, except that the Company may treat
        such act as an election to withdraw funds from an Offering Period in
        accordance with Section 10 hereof.

17.     Use of Funds. All payroll deductions received or held by the company
        under the Plan may be used by the Company for any corporate purpose, and
        the Company shall not be obligated to segregate such payroll deductions.

18.     Reports. Individual accounts shall be maintained for each participant in
        the Plan. Statements of account shall be given to participating
        Employees at least annually, which statements shall set forth the
        amounts of payroll deductions, the Purchase Price, the number of shares
        purchased and the remaining cash balance, if any.

19.     Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
        Merger or Asset Sale.

                a.      Changes in Capitalization. Subject to any required
                        action by the stockholders of the Company, the Reserves,
                        the maximum number of shares each participant may
                        purchase per Offering Period (pursuant to Section 7), as
                        well as the price per share and the number of shares of
                        Common Stock covered by each option under the Plan which
                        has not yet been exercised shall be proportionately
                        adjusted for any increase or decrease in the number of
                        issued shares of Common Stock resulting from a stock
                        split, reverse stock split, stock dividend, combination
                        or reclassification of the Common Stock, or any other
                        increase or decrease in the number of shares of Common
                        Stock effected without receipt of consideration by the
                        Company; provided, however, that conversion of any
                        convertible securities of the Company shall not be
                        deemed to have been "effected without receipt of
                        consideration". Such adjustment shall be made by the
                        Board, whose determination in that respect shall be
                        final, binding and conclusive. Except as expressly
                        provided herein, no issuance by the Company of shares of
                        stock of any class, or securities convertible into
                        shares of stock of any class, shall affect, and no
                        adjustment by reason thereof shall be made with respect
                        to, the number or price of shares of Common Stock
                        subject to an option.

                b.      Dissolution or Liquidation. In the event of the proposed
                        dissolution or liquidation of the Company, the Offering
                        Period then in progress shall be shortened by setting a
                        new Exercise Date (the "New Exercise Date"), and shall
                        terminate immediately prior to the consummation of such
                        proposed dissolution or liquidation, unless provided
                        otherwise by the Board. The New Exercise Date shall be
                        before the date of the Company's proposed dissolution or
                        liquidation. The Board shall notify each participant in
                        writing, at least ten (10) business days prior to the
                        New Exercise Date, that the Exercise Date for the

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                      EMPLOYEE STOCK PURCHASE PLAN - PAGE 6

                        participant's option has been changed to the New
                        Exercise Date and that the participant's option shall be
                        exercised automatically on the New Exercise Date, unless
                        prior to such date the participant has withdrawn from
                        the Offering Period as provided in Section 10 hereof.

                c.      Merger or Asset Sale. In the event of a proposed sale of
                        all or substantially all of the assets of the Company,
                        or the merger of the Company with or into another
                        corporation, each outstanding option shall be assumed or
                        an equivalent option substituted by the successor
                        corporation or a Parent or Subsidiary of the successor
                        corporation. In the event that the successor corporation
                        refuses to assume or substitute for the option, the
                        Offering Period then in progress shall be shortened by
                        setting a new Exercise Date (the "New Exercise Date").
                        The New Exercise Date shall be before the date of the
                        Company's proposed sale or mreger. The Board shall
                        notify each participant in writing, at least ten (10)
                        business days prior to the New Exercise Date, that the
                        Exercise Date for the participant's option has been
                        changed to the New Exercise Date and that the
                        participant's option shall be exercised automatically on
                        the New Exercise Date, unless prior to such date the
                        participant has withdrawn from the Offering Period as
                        provided in Section 10 hereof.

20.     Amendment or Termination.

                a.      The Board of Directors of the Company may at any time
                        and for any reason terminate or amend the Plan. Except
                        as provided in Section 19 hereof, no such termination
                        can affect options previously granted, provided that an
                        Offering Period may be terminated by the Board of
                        Directors on any Exercise Date if the Board determines
                        that the termination of the Offering Period or the Plan
                        is in the best interests of the Company and its
                        stockholders. Except as provided in Section 19 and
                        Section 20 hereof, no amendment may make any change in
                        any option theretofore granted which adversely affects
                        the rights of any participant. To the extent necessary
                        to comply with Section 423 of the Code (or any other
                        applicable law, regulation or stock exchange rule), the
                        Company shall obtain shareholder approval in such a
                        manner and to such a degree as required.

                b.      Without stockholder consent and without regard to
                        whether any participant rights may be considered to have
                        been "adversely affected," the Board (or its committee)
                        shall be entitled to change the Offering Periods, change
                        the frequency and/or number of changes in the amount
                        withheld during an Offering Period, establish the
                        exchange ratio applicable to amounts withheld in a
                        currency other than U.S. dollars, permit payroll
                        withholding in excess of the amount designated by a
                        participant in order to adjust for delays or mistakes in
                        the Company's processing of properly completed
                        withholding elections, establish reasonable waiting and
                        adjustment periods and/or accounting and crediting
                        procedures to ensure that amounts applied toward the
                        purchase of Common Stock for each participant properly
                        correspond with amounts withheld from the participant's
                        Compensation, and establish such other limitations or
                        procedures as the Board (or its committee) determines in
                        its sole discretion advisable which are consistent with
                        the Plan.

                c.      In the event the Board determines that the ongoing
                        operation of the Plan may result in unfavorable
                        financial accounting consequences, the Board may, in its
                        discretion and, to the extent necessary or desirable,
                        modify or amend the Plan to reduce or eliminate such
                        accounting consequences including, but not limited to:

                                1)      altering the Purchase Price for any
                                        Offering Period including an Offering
                                        Period underway at the time of the
                                        change in Purchase Price;

                                2)      shortening any Offering Period so that
                                        Offering Period ends on a new Exercise
                                        Date, including an Offering Period
                                        underway at the time of the Board
                                        action; and

                                3)      allocating shares.

                        Such modifications or amendment shall not require
                        stockholder approval or the consent of any Plan
                        participants.


<PAGE>   7

                      EMPLOYEE STOCK PURCHASE PLAN - PAGE 7

21.     Notices. All notices or other communications by a participant to the
        Company under or in connection with the Plan shall be deemed to have
        been duly given when received in the form specified by the Company at
        the location, or by the person, designated by the Company for the
        receipt thereof.

22.     Conditions Upon Issuance of Shares. Shares shall not be issued with
        respect to an option unless the exercise of such option and the issuance
        and delivery of such shares pursuant thereto shall comply with all
        applicable provision of law, domestic or foreign, including, without
        limitation, the Securities Act of 1933, as amended, the Securities
        Exchange Act of 1934, as amended, the rules and regulations promulgated
        thereunder, and the requirements of any stock exchange upon which the
        shares may then be listed, and shall be further subject to the approval
        of counsel for the Company with respect to such compliance.

        As a condition to the exercise of an option, the Company may require the
        person exercising such option to represent and warrant at the time of
        any such exercise that the shares are being purchased only for
        investment and without any present intention to sell or distribute such
        shares if, in the opinion of counsel for the Company, such a
        representation is required by any of the aforementioned applicable
        provisions of law.

23.     Non-U.S. Participants. With respect to any Designated Subsidiary which
        employs participants who reside outside the United States, and
        notwithstanding anything herein to the contrary, the Board or its
        committee administering the Plan may in its sole discretion amend the
        terms of the Plan in order to conform such terms with the requirements
        of local law or to meet the objectives of the Plan, and may, where
        appropriate, establish one or more sub-plans to reflect such amended
        provisions.

24.     Term of Plan. The Plan shall become effective upon the earlier to occur
        of is adoption by the Board of Directors or its approval by the
        stockholders of the Company. It shall continue in effect for a term of
        ten (10) years unless sooner terminated under Section 20 hereof.



<PAGE>   8


                                    EXHIBIT A
                  ONLINE RESOURCES & COMMUNICATIONS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT

_____   Original Application Enrollment Date: ___
_____   Change in Payroll Deduction Rate
_____   Change in Beneficiary(ies)



        1.      ___________________________ hereby elects to participate in the
                Online Resources & Communications Corporation Employee Stock
                Purchase Plan (the "Employee Stock Purchase Plan") and
                subscribes to purchase shares of the Company's Common Stock in
                accordance with this Subscription Agreement and the Employee
                Stock Purchase Plan.

        2.      I hereby authorize payroll deductions from each paycheck in the
                amount of ______% of my Compensation on each payday (from 0 to
                10%, in even percentages only) during the Offering Period in
                accordance with the Employee Stock Purchase Plan. (Please note
                that no fractional percentages are permitted.)

        3.      I understand that said payroll deduction shall be accumulated
                for the purchase of shares of Common Stock at the applicable
                Purchase Price determined in accordance with the Employee Stock
                Purchase Plan. I understand that if I do not withdraw from an
                Offering Period, any accumulated payroll deductions will be used
                to automatically exercise my option.

        4.      I have received a copy of the complete Employee Stock Purchase
                Plan. I understand that my participation in the Employee Stock
                Purchase Plan is in all respects subject to the terms of the
                Plan. I understand that my ability to exercise the option under
                this Subscription Agreement is subject to stockholder approval
                of the Employee Stock Purchase Plan.

        5.      Shares purchased for me under the Employee Stock Purchase Plan
                should be issued in the name(s) of (Employee or Employee and
                Souse only): _________________________________________.

        6.      I understand that if I dispose of any shares received by me
                pursuant to the Plan within 2 years after the Enrollment Date
                (the first day of the Offering Period during which I purchased
                such shares), I will be treated for federal income tax purposes
                as having received ordinary income at the time of such
                disposition in an amount equal to the excess of the fair market
                value of the shares at the time such shares were purchased by me
                over the price which I paid for the shares. I hereby agree to
                notify the Company in writing within 30 days after the date of
                any disposition of shares and I will make adequate provision for
                Federal, state or other tax withholding obligations, if any,
                which arise upon the disposition of the Common Stock. The
                Company may, but will not be obligated to, withhold from my
                compensation the amount necessary to meet any applicable
                withholding obligation including any withholding necessary to
                make available to the Company any tax deductions or benefits
                attributable to sale or early disposition of Common Stock by me.
                If I dispose of such shares at any time after the expiration of
                the 2-year holding period, I understand that I will be treated
                for federal income tax purposes as having received income only
                at the time of such disposition, and that such income will be
                taxed as ordinary income only to the extent of an amount equal
                to the lesser of (1) the excess of the fair market value of the
                shares at the time of such disposition over the purchase price
                which I paid for the shares, or (2) 15% of the fair market value
                of the shares on the first day of the Offering Period. The
                remainder of the gain, if any, recognized on such disposition
                will be taxed as capital gain.

<PAGE>   9

        7.      I hereby agree to be bound by the terms of the Employee Stock
                Purchase Plan. The effectiveness of this Subscription Agreement
                is dependent upon my eligibility to participate in the Employee
                Stock Purchase Plan.

        8.      In the event of my death, I hereby designate the following as my
                beneficiary(ies) to receive all payments and shares due me under
                the Employee Stock Purchase Plan:

        Name:   ________________________________________________  (please print)
                (First)            (Middle)               (Last)

        Relationship:
                             ---------------------------------
        Address:
                             ---------------------------------

                             ---------------------------------

                             ---------------------------------
        Employee's SSN:              -       -
                             -------  -------  -------
        Employee's Address:
                             ---------------------------------

                             ---------------------------------

                             ---------------------------------

        I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT
        THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

<TABLE>
<S>                                               <C>
        Dated:
               ---------------------              -----------------------------------------------------
                                                  Signature of Employee



                                                  -----------------------------------------------------
                                                  Spouse's Signature (if beneficiary other than spouse)
</TABLE>


<PAGE>   10


                                    EXHIBIT B

                  ONLINE RESOURCES & COMMUNICATIONS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN
                              NOTICE OF WITHDRAWAL

        The undersigned participant in the Offering Period of the Online
Resources & Communications Corporation Employee Stock Purchase Plan which began
on ____________, 2000 (the "Enrollment Date") hereby notifies the Company that
he or she hereby withdraws from the Offering Period. He or she hereby directs
the Company to pay to the undersigned as promptly as practicable all the payroll
deductions credited to his or her account with respect to such Offering Period.
The undersigned understands and agrees that his or her option for such Offering
Period will be automatically terminated. The undersigned understands further
that no further payroll deductions will be made for purchase of shares in the
current Offering Period and the undersigned shall be eligible to participate in
succeeding Offering Periods only be delivering to the Company a new Subscription
Agreement.

Name and Address of Participant:

-----------------------------------------

-----------------------------------------

-----------------------------------------

-----------------------------------------



Date:
     ------------------------------------      ---------------------------------
                                               Signature



HOW TO ENROLL: To enroll in the Employee Stock Purchase Plan send a copy of
Exhibit A and a Merrill Lynch Employee Stock Purchase Plan Enrollment Form to
_________, Human Resources. To make change to you contribution you only need to
send Exhibit A. The contribution amount must be a whole, EVEN number (2-10%).
For further information and to obtain any of these forms, you can contact
_________________ at (___) ________ or _________@ __________.com