<PAGE>

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN
ACQUIRED IN A PRIVATE PLACEMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS
THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH
SECURITIES, OR THE CORPORATION RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE
THE COUNSEL FOR THE CORPORATION) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT
FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

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

                      NATIONAL INFORMATION CONSORTIUM, INC.

                            COMMON STOCK CALL OPTION

                                1,400,000 Shares

                                                                      Void After
                                                               December 31, 2009

     This Common Stock Call Option (this "WARRANT") is dated as of March 3,
2000, and is issued for good and valuable consideration, the receipt of which
is hereby acknowledged, by NATIONAL INFORMATION CONSORTIUM, INC., a Colorado
corporation (the "COMPANY"), to BANK OF AMERICA, N.A. ("BofA"). The term
"HOLDER" shall initially refer to BofA, the initial holder of this Warrant,
and shall further refer to any subsequent permitted holder of this Warrant
from time to time.

     1. PRICE AND EXERCISE OF WARRANT. The Company does hereby certify and
agree that the Holder hereby is entitled to purchase from the Company up to
1,400,000 duly authorized, validly issued, fully paid and non-assessable
shares of the Company's common stock, without par value ("COMMON STOCK"),
upon the terms and subject to the provisions of this Warrant.

          1.1 EXERCISABILITY OF WARRANT. Shares of Common Stock shall vest
and be purchasable upon exercise of this Warrant (the "SHARES") only if this
Warrant has become exercisable according to the following provisions:

               (a) This Warrant shall become exercisable as of the date when,
and only if, the Shared Revenues (as defined in the Operating Agreement) with
respect to the joint venture by and between the Holder and eFed, Inc., a
wholly-owned subsidiary of the Company, aggregates at least $86,250,000 prior
to December 31, 2004, which revenues shall be calculated in accordance with
accounting principles mutually agreed to by the Holder and the Company (or as
determined by a reputable third-party accountant) (as so calculated, the
"CUMULATIVE REVENUES").

                                       1
<PAGE>

               (b) Upon the first occurrence of the Cumulative Revenues
aggregating at least $86,250,000 (the "FIRST VESTING"), 420,000 Shares shall
vest and may be purchased upon exercise of this Warrant. At the end of each
fiscal quarter thereafter, if the Cumulative Revenues have increased in
comparison to the immediately preceding fiscal quarter (each, including the
First Vesting, a "VESTING EVENT"), additional Shares shall vest, and the
number of such Shares shall be the product of (X) 420,000 Shares, multiplied
by (Y) a fraction, (A) the numerator of which is the difference between (x)
the Cumulative Revenues at the end of such fiscal quarter and (y) the
Cumulative Revenues at the end of the fiscal quarter immediately preceding
such fiscal quarter, and (B) the denominator of which is $86,250,000. All
Shares which have vested pursuant to this Section 1.1(b) shall be hereinafter
referred to as the "VESTED SHARES."

               (c) Notwithstanding anything to the contrary in this Warrant,
no Vesting Event shall occur after December 31, 2004, and under no
circumstances shall the total number of Vested Shares exceed 1,400,000.

          1.2 EXERCISE PRICE. At each Vesting Event, a price per share at
which the Vested Shares may be purchased by exercise of this Warrant shall be
assigned to such Vested Shares (each such price, a "WARRANT PRICE"). At each
Vesting Event, one-half of the Vested Shares shall bear a Warrant Price of
$34.44 (the "BASE WARRANT PRICE"), and all remaining Vested Shares shall bear
a Warrant Price that is thirty percent greater than the Base Warrant Price.

          1.3 TERM OF WARRANT. This Warrant shall be exercisable until the
later of (a) December 31, 2005 or (b) the twenty-four (24) month anniversary
of the final Vesting Event (the expiration date for this Warrant is
hereinafter referred to as the applicable "EXPIRATION DATE").

          1.4 EXERCISE OF WARRANT.

               (a) This Warrant may be exercised, in whole or in part, upon
surrender to the Company of the certificate or certificates evidencing this
Warrant to be exercised and delivery of a duly completed and executed form of
election to exercise attached hereto as EXHIBIT A (the "ELECTION TO
EXERCISE") and payment to the Company of the aggregate Warrant Price for the
number of Shares in respect of which this Warrant is then being exercised
(the "EXERCISE PAYMENT"). Shares which have been purchased pursuant to an
effective exercise of this Warrant are hereinafter referred to as "WARRANT
SHARES."

               (b) Payment of the Exercise Price may be made (i) in cash or
by cashier's or bank check or (ii) by making a Cashless Exercise (as
hereinafter defined). Upon a "CASHLESS EXERCISE," the Holder shall receive
Warrant Shares on a net basis such that, without the payment of any funds,
the Holder shall surrender this Warrant in exchange for the number of Shares
equal to the product of (A) the number of Shares as to which this Warrant is
being exercised, multiplied by (B) a fraction, (X) the numerator of which is
the aggregate fair market value price of such Common Stock less the aggregate
then applicable exercise price, and (Y) the denominator of which is such
aggregate fair market value price.

               (c) Subject to SECTION 5 hereof, upon surrender of this
Warrant and delivery of a duly completed and executed Election of Exercise
and Exercise Payment, the

                                       2
<PAGE>

Company shall cause to be issued and delivered to the Holder, or such other
person as the Holder may designate in writing, a certificate or certificates
for the number of Warrant Shares so purchased upon the exercise of this
Warrant. Such certificate or certificates shall be deemed to have been issued
and any person so designated to be named therein shall be deemed to have
become a holder of record of such shares of Common Stock as of the date of
surrender of this Warrant and delivery of the duly completed and executed
Election of Exercise and Exercise Payment; PROVIDED that, if the date of
surrender of this Warrant and payment of the Warrant Price is not a business
day, the certificates for the Warrant Shares shall be issued as of the next
business day (whether before or after the Expiration Date), and until such
date, the Company shall be under no duty to cause to be delivered any
certificate for such Warrant Shares or for shares of such other class of
stock. If this Warrant is exercised in part, a new warrant certificate of the
same tenor and for the number of Shares not exercised shall be executed by
the Company.

          1.5 FRACTIONAL INTERESTS. The Company shall not be required to
issue fractions of Warrant Shares on the exercise of this Warrant. If any
fraction of a Warrant Share would be issuable upon the exercise of this
Warrant (or any portion thereof), the Company shall purchase such fraction
for an amount in cash equal to the same fraction of the last reported sale
price of the Common Stock on the NASDAQ National Market System or any other
national securities exchange on which the Common Stock is then listed.

     2. COVENANTS OF THE COMPANY.

          2.1 The Company shall at all times reserve for issuance and keep
available out of its authorized and unissued shares of Common Stock, solely
for the purpose of providing for the exercise of this Warrant, such number of
shares of Common Stock as shall from time to time be sufficient therefor.

          2.2 The Company will not, by amendment of its charter documents or
otherwise, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant. Without limiting the foregoing, the Company (a) will
not increase the par value of any shares of capital stock receivable upon the
exercise of this Warrant above the amount payable therefor upon such exercise
and (b) will take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
shares of capital stock upon the exercise of this Warrant.

          2.3 The issuance of certificates for shares of Common Stock upon
exercise of this Warrant shall be made without charge to the Holder for any
issuance tax in respect thereof or other cost incurred by the Company in
connection with such exercise and the related issuance of shares of Common
Stock. Each share of Common Stock issuable upon exercise of this Warrant
shall upon payment of the Exercise Price therefor, be fully paid and
nonassessable and free from all liens and charges with respect to the
issuance thereof.

          2.4 To the extent commercially reasonable, the Company shall assist
and cooperate with any requirement imposed upon the Holder to make any
governmental filings or obtain any governmental approvals prior to or in
connection with any exercise of this Warrant (including, without limitation,
making any filings required to be made by the Company); provided

                                       3
<PAGE>

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 jurisdiction unless the Company is already required
to qualify to do business or subject to service in such jurisdiction.

     3. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF WARRANT SHARES. The Warrant
Price in effect at any time and the number and kind of securities purchasable
upon the exercise of this Warrant shall be subject to adjustment from time to
time upon the occurrence of certain events, as hereinafter provided.

          3.1 In case the Company shall hereafter (i) pay a dividend or make
a distribution on its Common Stock in shares of its Common Stock, (ii)
subdivide its outstanding Common Stock, (iii) combine its outstanding Common
Stock into a smaller number of shares, or (iv) issue any shares by
reclassification of its Common Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the
continuing corporation), the Warrant Price in effect at the time of the
record date for such dividend or distribution or the effective date of such
subdivision, combination or reclassification shall be proportionately
adjusted so that the Holder, upon exercise of this Warrant after such date,
shall be entitled to receive the aggregate number and kind of shares of
Common Stock which, if this Warrant had been exercised immediately prior to
such record date, it would have owned upon such exercise and been entitled to
receive upon such dividend, distribution, subdivision, combination or
reclassification.

          3.2 Whenever the Warrant Price payable upon exercise of this
Warrant is adjusted pursuant to SECTION 3.1 above, the number of Shares
purchasable upon exercise of this Warrant shall simultaneously be adjusted by
multiplying the number of Shares initially issuable upon exercise of this
Warrant by the Warrant Price in effect as of the date of this Warrant and
dividing the product so obtained by the Warrant Price, as adjusted.

          3.3 No adjustment in the Warrant Price shall be required unless
such adjustment would require an increase or decrease of at least $0.25 in
such price; PROVIDED that any adjustments not required to be made shall be
carried forward and taken into account in any subsequent adjustment. All
calculations under this SECTION 3 shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be.

          3.4 Whenever the Warrant Price is adjusted, as herein provided, the
Company shall promptly cause a notice setting forth the adjusted Warrant
Price and adjusted number of shares issuable upon exercise of this Warrant to
be mailed to the Holder. The certificate setting forth the computation shall
be signed by an authorized officer of the Company.

          3.5 In the event that at any time, as a result of any adjustment
made pursuant to SECTION 3.1 above, the Holder thereafter shall become
entitled to receive any shares of the Company, other than Common Stock,
thereafter the number of such other shares so receivable upon exercise of
this Warrant shall be subject to adjustment from time to time in a manner and
on terms as nearly equivalent as practicable to the provisions with respect
to the Common Stock contained in SECTION 3.1 above.

     4. CONSOLIDATION, MERGER OR SALE OF ASSETS.

                                       4
<PAGE>

          4.1 In case of any consolidation of the Company with, or merger of
the Company with or into any other entity (other than a merger which does not
result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock), or any sale or transfer of all or
substantially all of the assets of the Company or of the person formed by
such consolidation or resulting from such merger or which acquires such
assets, as the case may be, the Holder shall have the right thereafter to
exercise this Warrant for the kind and amount of securities, cash and other
property receivable upon such consolidation, merger, sale or transfer by a
holder of the number of shares of Common Stock for which this Warrant may
have been exercised immediately prior to such consolidation, merger, sale or
transfer; PROVIDED that (i) such Holder is not a person with which the
Company consolidated or into which the Company merged or which merged into
the Company or to which such sale or transfer was made, as the case may be
("CONSTITUENT PERSON"), or an Affiliate (as hereinafter defined) of a
Constituent Person, and (ii) in the case of a consolidation, merger, sale or
transfer which includes an election as to the consideration to be received by
the holders, such Holder failed to exercise its rights of election as to the
kind or amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer (PROVIDED, HOWEVER, that, if the kind
or amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer is not the same for each share of
Common Stock held immediately prior to such consolidation, merger, sale or
transfer by other than a Constituent Person or an Affiliate thereof and in
respect of which such rights of election shall not have been exercised
("NON-ELECTING SHARE"), then for the purposes of this SECTION 4.1 the kind
and amount of securities, cash, and other property receivable upon such
consolidation, merger, sale or transfer by each Non-Electing Share shall be
deemed to be the kind and amount so receivable per share by a plurality of
the Non-Electing Shares). For purposes of this SECTION 4, "AFFILIATE" shall
have the meaning given to such term in Rule 12b-2 promulgated under the
Securities and Exchange Act of 1934, as amended (the "EXCHANGE ACT").

          4.2 Adjustments for events subsequent to the effective date of such
a consolidation, merger and sale of assets shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Warrant. In any
such event, effective provisions shall be made in the certificate or articles
of incorporation of the resulting or surviving corporation, in any contract
of sale, conveyance, lease or transfer, or otherwise so that the provisions
set forth herein for the protection of the rights of the Holder shall
thereafter continue to be applicable; and any such resulting or surviving
corporation shall expressly assume the obligation to deliver, upon exercise,
such shares of stock, other securities, cash and property. The provisions of
this SECTION 4 shall similarly apply to successive consolidations, mergers,
sales, leases or transfers.

     5. REGISTRATION RIGHTS.

          5.1 PIGGYBACK REGISTRATION. Whenever during the period beginning on
the date hereof and ending one (1) year after the final Vesting Event, the
Company proposes to file with the Securities and Exchange Commission (the
"COMMISSION") a registration statement (other than as to securities issued
pursuant to an employee benefit plan or as to a transaction subject to Rule
145 promulgated under the Securities Act of 1933, as amended (the "ACT"), or
for which a Form S-4 Registration Statement could be used), it shall, at
least 30 days prior to each such filing, give written notice of such proposed
filing to the Holder, at its address as it appears on the records of the

                                       5
<PAGE>

Company, and shall offer to include and shall include in such filing any
proposed disposition of the Warrant Shares upon receipt by the Company, not
less than ten (10) days prior to the proposed filing date, of a written
request therefor setting forth the facts with respect to such proposed
disposition and all other information with respect to such person reasonably
necessary to be included in such registration statement; PROVIDED that (i)
the Holder shall (together with the Company and the other shareholders
distributing their securities through such offering) enter into an
underwriting agreement with the underwriters for any offering made pursuant
to such registration statement and (ii) the Holder shall have no right to
participate in the selection of the underwriters for such offering; provided,
further, that such underwriting agreement shall not provide for
indemnification or contribution obligations on the part of the Holder in
favor of the Company greater than the obligations set forth in this Section
5. Notwithstanding anything to the contrary herein, if the managing
underwriter for the offering made pursuant to this SECTION 5 advises the
Company that the inclusion of all or part of the Warrant Shares in the
offering would be detrimental to the offering, such securities shall not be
included in the offering.

          5.2 REGISTRATION ON FORM S-3.

               (a) In case the Company shall receive from the Holder a
written request that the Company file a registration statement on Form S-3
(or any successor form to Form S-3) for a public offering of shares of the
Warrant Shares the reasonably anticipated aggregate price to the public of
which would exceed $2,000,000, and the Company is a registrant entitled to
use Form S-3 to register the Warrant Shares for such an offering, the Company
shall use its best efforts to cause such Warrant Shares to be registered for
the offering on such form and to cause the offering and sale of such Warrant
Shares to be qualified in such jurisdictions as the Holder may reasonably
request.

               (b) Notwithstanding the foregoing, the Company shall not be
obligated to take any action pursuant to this Section 5.2:

                    (i) if it has already effected two registrations pursuant
to this Section 5.2 and/or Section 5.1 in any twelve (12) month period;

                    (ii) in any particular jurisdiction in which the Company
would be required to execute a general consent to service of process in
effecting such registration, qualification or compliance, unless the Company
is already subject to service in such jurisdiction and except as may be
required by the Act;

                    (iii) if the Company shall furnish to the Holder a
certificate signed by the Company's President and/or Chief Executive Officer
stating that in the good faith judgment of the Company's Board of Directors
it would be seriously detrimental to the Company or its shareholders for a
registration statement to be filed in the near future, then the Company's
obligation to use its best efforts to file a registration statement shall be
deferred for a period not to exceed 120 days from the receipt of the request
to file such registration by the Holder, provided that the Company may not
exercise this deferral right more than once in any twelve

                                       6
<PAGE>

(12) month period, and provided further that the Company shall not register
shares for its own account (or the account of any other party) during such
120-day period, except in a Rule 145 transaction or with respect to an
employee benefit plan; or

                    (iv) if such registration, qualification or compliance is
proposed to be part of a firm commitment underwritten public offering with
underwriters not reasonably acceptable to the Company.

          5.3 REGISTRATION PROCEDURES. In the case of each registration
effected by the Company pursuant to Section 5 hereof, the Company will keep
the Holder advised in writing as to the initiation of each registration and
as to the completion thereof. At its expense the Company will:

               (a) prepare and file with the Commission a registration
statement with respect to such securities and use its best efforts to cause
such registration statement to become and remain effective for at least 180
days or until the distribution described in the registration statement has
been completed, whichever first occurs;

               (b) furnish to the Holder (and to the underwriters of the
securities being registered, if any) such reasonable number of copies of the
registration statement, preliminary prospectus, final prospectus and such
other documents as such persons may reasonably request in order to facilitate
the public offering of such securities;

               (c) use its 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 Holder, provided that, the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or file a
general consent to service of process in any such states or jurisdictions;

               (d) notify the Holder at any time when a prospectus relating
thereto is required to be delivered under the Act of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes a misstatement 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, or otherwise fails to comply with the requirements of the Act
and the rules and regulations promulgated thereunder. The Company shall,
promptly upon the happening of any such event, provide the Holder with
revised prospectuses correcting any such untrue statement or omission or
failure to comply;

               (e) list the registered securities on a national securities
exchange or trading system; and

               (f) furnish, at the request of the Holder, on the date the
Warrant Shares are delivered to the underwriters for sale in connection with
a registration, if such Warrant Shares are being sold through underwriters,
or, if such Warrant Shares are not being sold through underwriters, on the
date that the registration statement with respect to such Warrant Shares
becomes effective: (i) an opinion, dated such date, of the counsel
representing the Company for the

                                       7
<PAGE>

purposes of such registration, in form and substance as is mutually agreed
upon by such counsel and the Holder, addressed to such Holder, and (ii) a
letter dated such date, from the independent certified accountants of the
Company, in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public
offering, addressed to Holder, provided that such Holder shall have provided
such accountants with such documentation in connection with providing such
letter to such Holder as such accountants may reasonably request.

          5.4 INDEMNIFICATION. In the event any Warrant Shares are included
in a registration statement under Section 5 hereof:

               (a) To the extent permitted by law, the Company will indemnify
and hold harmless the Holder, any underwriter (as defined in the Act) for
such Holder and each person, if any who controls such Holder or underwriter
within the meaning of the Act or the Exchange Act, against any losses,
claims, damages or liabilities (joint or several) to which they may become
subject under the Act, the Exchange Act or other federal or state law,
insofar as such losses, claims, damages or liabilities (or action in respect
thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a "VIOLATION"): (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
Act, the Exchange Act, any state securities law or any rule or regulation
promulgated under the Act, the Exchange Act or any state securities law; and
the Company will pay to each such Holder, underwriter or controlling person,
as incurred, 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 5.4(a) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action is 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 that occurs in reliance upon and in conformity
with written information furnished expressly for use in connection with such
registration by the Holder, any such underwriter or controlling person.

               (b) To the extent permitted by law, the selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Act, any underwriter and any
controlling person of any such underwriter, against any losses, claims,
damages, or liabilities (joint or several) to which any of the foregoing
persons may become subject, under the 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, in
each case to the extent (and only to the extent) that such Violation occurs
in reliance upon and in conformity with written information furnished by the
Holder expressly for use in connection with such registration; and the Holder
will pay any legal or other expenses reasonably incurred by any person
intended to be indemnified pursuant to this Section 5.4(b), in connection
with investigating

                                       8
<PAGE>

or defending any such loss, claim, damage, liability or action; provided,
however, that the indemnity agreement contained in this Section 5.4(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, that, in
no event shall any indemnity under this Section 5.4(b) exceed the net
proceeds from the offering received by the Holder.

               (c) Promptly after receipt by an indemnified party under this
Section 5.4 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 5.4,
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
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
Section 5.4, but the omission to so 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 5.4.

               (d) If the indemnification provided for in Section 5.4 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 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 the Holder hereunder exceed the net
proceeds from the offering received by such Holder.

               (e) The obligations of the Company and the Holder under this
Section 5.4 shall survive the completion of any offering of Warrant Shares in
a registration statement under Section 5 hereof and otherwise.

                                       9
<PAGE>

          5.5 The Company shall pay all reasonable fees, disbursements and
out-of-pocket expenses (other than brokerage fees and commissions of and
legal fees of counsel to the Holder, if any) in connection with the filing of
any registration statement under this SECTION 5 (or obtaining the opinion of
counsel with respect to sales under Rule 144 of the Act) and in complying
with applicable securities and blue sky laws. The Company at its expense will
supply the Holder with copies of such registration statement and the
prospectus included therein and any subsequent amendments thereto and other
related documents any opinions in such quantities as may be reasonably
requested by the Holder.

          5.6 The Company shall not be required by this SECTION 5 to file
such registration statement if, in the opinion of counsel for the Holder and
the Company (or, should they not agree, in the opinion of another counsel
experienced in securities law matters acceptable to counsel for the Holder
and the Company), the proposed public offering or other transfer as to which
such registration statement is requested is exempt from applicable federal
and state securities laws and would result in all purchasers or transferees
obtaining securities which are not "restricted securities," as defined in
Rule 144 under the Act.

          5.7 The Company agrees that until all Warrant Shares have been sold
under a registration statement or pursuant to Section 5.2 hereof or Rule 144
under the Act, it will use its best efforts to keep current in filing all
materials required to be filed with the Commission in order to permit the
holders of such securities to sell the same pursuant to an effective
Registration Statement on Form S-3 or under Rule 144.

     6. RESTRICTIONS ON TRANSFER; PROPOSED TRANSFERS. "TRANSFER" means sell,
assign, convey, donate, pledge, encumber, transfer or otherwise dispose of,
or contract to do any of the foregoing. "TRANSFEREE" and "TRANSFERABLE" shall
have their respective meanings as grammatical variations of "Transfer."

          6.1 RESTRICTIONS ON TRANSFERABILITY. This Warrant, the rights
provided hereunder and the Warrant Shares shall not be Transferable except
upon the conditions specified herein. The Holder shall cause any Transferee
to agree to take and hold such Warrant or Warrant Shares subject to the
provisions and upon the conditions herein.

          6.2 RESTRICTIVE LEGEND. Each certificate or certificates
representing the Warrant Shares shall be stamped or otherwise imprinted with
a legend in the following form (in addition to any legend required under
applicable agreements and laws):

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED IN A
     PRIVATE PLACEMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
     OF SUCH REGISTRATION OR UNLESS THE CORPORATION RECEIVES AN OPINION OF
     COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS
     EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID
     ACT.

                                       10
<PAGE>

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
     RESTRICTIONS ON TRANSFER AS SET FORTH IN A COMMON STOCK CALL OPTION ISSUED
     BY THE CORPORATION, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF
     THE CORPORATION AND WILL BE FURNISHED UPON REQUEST TO THE HOLDER OF RECORD
     OF THE SHARES REPRESENTED BY THIS CERTIFICATE.

          6.3 NOTICE OF PROPOSED TRANSFERS. The Holder, by acceptance of this
Warrant or the certificate(s) representing the Warrant Shares, agrees to
comply in all respects with the provisions of this SECTION 6. Prior to any
proposed Transfer of this Warrant or the Warrant Shares, subject to the
requirements set forth in SECTION 6.4 below, the Holder shall give 15 days
prior written notice to the Company of such Holder's intention to effect such
Transfer (the "TRANSFER NOTICE"). Each Transfer Notice shall describe the
manner and circumstances of the proposed transfer in sufficient detail and
shall, if the Company so requests, be accompanied by either (i) a written
opinion of legal counsel who shall be reasonably satisfactory to the Company
addressed to the Company and reasonably satisfactory in form and substance to
the Company's counsel to the effect that the proposed Transfer may be
effected without registration under the Act or (ii) a "no action" letter from
the Commission to the effect that the proposed Transfer without registration
will not result in a recommendation by the staff of the Commission that
action be taken with respect thereto, whereupon the Holder of such Warrant or
Warrant Shares shall be entitled to transfer such securities in accordance
with the terms of the notice delivered by the Holder to the Company;
PROVIDED, HOWEVER, that no opinion or no action letter need be obtained with
respect to a Transfer without consideration to (A) any affiliated entity of
the Holder or (B) to a parent corporation or wholly-owned subsidiary of the
Holder or to a wholly-owned subsidiary of such parent; PROVIDED, in any such
case, that the Transferee agrees in writing to be subject to the terms
hereof. Each certificate evidencing Restricted Securities transferred as
above provided shall bear the appropriate restrictive legend set forth in
SECTION 6.2 above, except that such certificate shall not bear such
restrictive legend if in the opinion of counsel for the Company such legend
is not required in order to establish compliance with any provisions of the
Act.

          6.4 RIGHT OF FIRST REFUSAL. In the event that the Holder desires to
Transfer this Warrant or the Warrant Shares to a proposed Transferee, the
Holder shall first offer such Warrant or Warrant Shares for sale to the
Company at the same price and upon the same terms (or terms as similar as
reasonably possible) upon which the Holder is proposing to Transfer such
Warrant or Warrant Shares (the "RIGHT OF FIRST REFUSAL"). This Right of First
Refusal must be offered to the Company by giving notice to the Company in
accordance with SECTION 6.3 above. If the Company declines to exercise its
Right of First Refusal, it shall immediately so notify the Holder.

               (a) EXERCISE OF RIGHT OF FIRST REFUSAL. The Right of First
Refusal set forth in this SECTION 6.4 may be exercised by the Company as to
any portion of this Warrant or the Warrant Shares offered for sale to it by
the Holder, by giving notice to the Holder within 15 days of the receipt by
the Company of the Transfer Notice. If within such period the Company elects
to exercise its Right of First Refusal as to only a part of this Warrant or
the Warrant Shares, then the

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Holder may Transfer any remaining portions of this Warrant or the Warrant
Shares pursuant to the proposed Transfer.

               (b) EXCEPTIONS TO RIGHT OF FIRST REFUSAL. The Right of First
Refusal granted under this SECTION 6.4 shall not be applicable to the
Transfer of any Warrant Shares to (i) any affiliated entity of the Holder or
(ii) to a parent corporation or wholly-owned subsidiary of the Holder or to a
wholly-owned subsidiary of such parent.

               (c) EXPIRATION OF RIGHT OF FIRST REFUSAL. The Right of First
Refusal granted under this SECTION 6.4 shall expire upon registration of the
Warrant Shares pursuant to an effective registration statement under the Act.

          6.5 PROCEDURE FOR TRANSFER. All transfers shall be registered with
the Company by submission to it of this Warrant, together with the annexed
assignment form attached hereto as EXHIBIT B (the "ASSIGNMENT FORM") duly
completed and executed. After the Company's receipt of this Warrant and the
Assignment Form so completed and executed, the Company will issue and deliver
to the transferee a new warrant (representing the portion of this Warrant so
transferred) at the same Exercise Price per share and otherwise having the
same terms and provisions as this Warrant, which the Company will register in
the new holder's name. In the event of a partial transfer of this Warrant,
the Company shall concurrently issue and deliver to the transferring holder a
new warrant that entitles the transferring holder to purchase the balance of
this Warrant not so transferred and that otherwise is upon the same terms and
conditions as this Warrant. Upon the due delivery of this Warrant for
transfer, the transferee holder shall be deemed for all purposes to have
become the Holder of the new warrant issued the portion of this Warrant so
transferred, effective immediately prior to the close of business on the date
of such delivery, irrespective of the date of actual delivery of the new
warrant representing the portion of this Warrant so transferred.

     7. REPLACEMENT AND EXCHANGE OF WARRANT.

          7.1 In the event of the loss, theft or destruction of this Warrant,
the Company shall execute and deliver an identical new warrant to the Holder
in substitution therefor upon the Company's receipt of (i) evidence
reasonably satisfactory to the Company of such event and (ii) if requested by
the Company, an indemnity agreement reasonably satisfactory in form and
substance to the Company. In the event of the mutilation of or other damage
to this Warrant, the Company shall execute and deliver an identical new
warrant to the Holder in substitution therefor upon the Company's receipt of
the mutilated or damaged warrant.

          7.2 The Holder and the Company shall each pay its own costs and
expenses incurred in connection with the exercise, exchange or replacement of
this Warrant; PROVIDED, that the Holder shall pay all stamp and other
transfer taxes payable in connection with the transfer or replacement of this
Warrant.

          8. RIGHTS AND OBLIGATIONS OF THE WARRANT HOLDER. This Warrant shall
not entitle the Holder to any rights of a stockholder in the Company.

                                       12
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          9. NOTICES. Any notice or other communication required or permitted
to be given here shall be in writing and shall be effective (a) upon hand
delivery or delivery by telefacsimile (with correct answerback received),
telecopy or facsimile at the address or number designated below (if delivered
on a business day during normal business hours where such notice is to be
received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice
is to be received) or (b) on the third business day following the date of
mailing by express courier service, fully prepaid, addressed to such address,
or upon actual receipt of such mailing, whichever shall first occur. The
addresses for such communication shall be:

         If to the Company:         National Information Consortium, Inc.
                                    12 Corporate Woods
                                    10975 Benson Street, Suite 390
                                    Overland Park, KS  66210
                                    Telephone:  (913) 498-3468
                                    Facsimile:  (913) 498-3472
                                    Attention:  Kevin Childress

         With a copy to:            Morrison & Foerster LLP
                                    425 Market Street
                                    San Francisco, CA  94105-2482
                                    Telephone:  (415) 268-7000
                                    Facsimile:  (415) 268-7522
                                    Attention:  John W. Campbell, III, Esq.

         If to the Holder:          Bank of America Corporation
                                    201 North Tryon Street, NCI-022-14-05
                                    Charlotte, North Carolina 28255
                                    Telephone:  704-386-7613
                                    Facsimile:  704-388-8495
                                    Attention:  Allen Kendle

         With a copy to:            Bank of America Corporation
                                    100 North Tryon Street, NCI-007-56-11
                                    Charlotte, North Carolina 28255
                                    Telephone:  704-386-5724
                                    Facsimile:  704-370-3515
                                    Attention:  Office of the General Counsel

Each party hereto may from time to time change its address for notices under
this SECTION 9 by giving at least 10 days' notice of such changes address to
the other party hereto.

     10. AMENDMENTS AND WAIVERS. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver,
discharge or termination is sought.

                                       13
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     11. APPLICABLE LAW. This Warrant shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware.


                                       14
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     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed on the day and year first above written.


                                       NATIONAL INFORMATION CONSORTIUM, INC.,
                                       a Colorado corporation


                                       By: /s/ Kevin C. Childress
                                          ----------------------------------
                                       Name: Kevin C. Childress
                                            --------------------------------
                                       Title: Chief Financial Officer
                                             -------------------------------


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