EXHIBIT 4.1

                      TRANSACTION SYSTEMS ARCHITECTS, INC.
                  2002 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

        1.  Approval of the Plan.  Subject to approval of the Transaction
Systems Architects, Inc. 2002 Non-Employee Director Stock Option Plan by
the stockholders of the Company at the next Annual Meeting of Stockholders
(presently scheduled to take place on February 19, 2002), the Board approved
the Plan in January 2002.

        2. Purpose of the Plan.  The purpose of the Transaction Systems
Architects, Inc. 2002 Non-Employee Director Stock Option Plan is to promote the
long-term growth of the Company by increasing the proprietary interest of
Non-Employee Directors in the Company and to retain highly qualified and capable
Non-Employee Directors.

        3.    Definitions.  Unless the context clearly indicates otherwise, the
following terms shall have the following meanings:

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

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

            "Company" shall mean Transaction Systems Architects, Inc.

            "Disability" shall mean permanent and total disability as defined in
Section 22(e)(3) of the Code.

            "Duman" and "Alexander" shall mean Mr. Gregory J. Duman and Roger K.
Alexander, respectively, each presently a nominee for election to the Board as a
Non-Employee Director.

            "Employee" shall mean an employee of either the Company or any
subsidiary thereof.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

            "Fair Market Value" shall mean the closing bid price on the date in
question, as such price is reported by the National Association of Securities
Dealers on the NASDAQ National Market or any successor system for a share of
Class A Common Stock of the Company.

            "Option" shall mean an option to purchase Shares granted under this
Plan.

            "First Option Grant Date" shall mean March 4, 2002.

            "Optionee" shall mean a Non-Employee Director of the Company to whom
an Option has been granted under this Plan.

            "Non-Employee Director" shall mean a director of the Company who is
not an employee of the Company or any subsidiary of the Company at the time any
option is granted hereunder. For so long as an individual continues to serve
without interruption as either a Non-Employee Director or an Employee subsequent
to his/her receipt of an option hereunder, said person shall for purposes of
those options previously granted hereunder continue to be considered a
Non-Employee Director.

            "Plan" shall mean the Transaction Systems Architects, Inc. 2002
Non-Employee Director Stock Option Plan, as amended from time to time.

            "Shares" shall mean shares of the Class A Common Stock of the
Company.

            "Stock Option Agreement" shall mean a written agreement between a
Non-Employee Director and the Company evidencing an Option in such form as the
Board shall approve.

        4. Administration of the Plan. The Plan shall be administered by the
Board. The Board shall be authorized to interpret the Plan and may, from time to
time, adopt, amend and rescind such rules, regulations and procedures as it may
deem advisable to implement and administer the Plan. The interpretation and
construction by the Board of any provision of the Plan, any Option granted
hereunder or any agreement evidencing any such Option shall be final, conclusive
and binding upon all parties.

        All expenses and liabilities incurred by the Board in the administration
of the Plan shall be borne by the Company. The Board may employ attorneys,
consultants, accountants or other persons in connection with the administration
of the Plan. The Company, and its officers and directors, shall be entitled to
rely upon the advice, opinions or valuations of any such persons. No member of
the Board shall be liable for any action, determination or interpretation taken
or made in good faith with respect to the Plan or any Option granted hereunder.

        The Board shall have full power and authority to interpret and construe
the Plan and adopt such rules and regulations as it shall deem necessary and
advisable to implement and administer the Plan. All such interpretations, rules
and regulations shall be conclusive and binding on all parties.

        5. Life of Option Grants.  Notwithstanding and term or conditions to the
contrary stated herein, no Option granted under the Plan shall be exercisable,
in whole or in part, after 10 years from the date of grant.

        6. Specific Option Grants. Provided and to the extent that each of them
is duly elected at the next Annual Meeting of Stockholders (presently scheduled
to be held on February 19, 2002) to serve as a member of the Board, on the First
Option Grant Date the following grants of Options shall be made:

            (i)  Duman shall be granted an Option to purchase 20,000 Shares; and

            (ii) Alexander shall be granted an Option to purchase 16,000 Shares.

        7. Other Option Grants. Beginning on the day after the next Annual
Meeting of Stockholders (presently scheduled to be held on February 19, 2002),
any individual who is for the first time either duly appointed by the Board or
elected by the Stockholders as a Non-Employee Director shall on the date of
either such appointment or election be granted an Option to purchase 20,000
Shares. Beginning with the Annual Meeting of Stockholders to be held in 2003,
each Non-Employee Director who is a duly elected member of the Board upon the
conclusion of that or any subsequent Annual Meeting of Stockholders and who has
previously served as a Non-Employee Director shall be granted an Option to
purchase 4,000 shares on the date of such Annual Meeting of Stockholders.

        8. Option Agreement. Each Option granted under the Plan shall be
evidenced by a Stock Option Agreement. No person shall have any rights under any
Option granted under the Plan unless and until the Company and the person to
whom such Option shall have been granted shall have executed and delivered a
written Option Agreement. Exclusive of the Exercise Price, date of grant, and
the time of exercise, the terms and conditions of each Option Agreement shall be
determined by the Board.

        9. Shares Subject to the Plan. Subject to adjustment as provided in
Section 14, the aggregate number of Shares which may be issued or delivered upon
the exercise of Options shall not exceed 250,000 Shares. The Shares that may be
subject to Options may be either authorized and unissued shares or shares
reacquired at any time and now or hereafter held as treasury stock, as the Board
may determine.

        10. Non-Transferability of Options. Options shall not be transferable
otherwise than by will or the laws of descent and distribution, and during an
Optionee's lifetime an Option shall be exercisable only by the Optionee.

        11. Non-Qualified Options. Each Option issued hereunder shall not
constitute nor be treated as an "incentive stock option" as defined in Section
422 of the Code or an option described in Section 423(b) of the Code: each
Option will be a "non-qualified stock option" for federal income tax purposes.

        12.  Exercise Price.  The Option exercise price per share under each
Option shall be equal to 100% of the Fair Market Value per Share subject to the
Option on the Option Grant Date.

        13. Exercise of Options. An Option may not be exercised during the first
year after the Option Grant Date. After the first anniversary of the Option
Grant Date, it may be exercised as to not more than 331/3% of the Shares
available for purchase under the Option and, after each of the second and third
anniversaries of the Option Grant Date, it may be exercised as to not more than
an additional 331/3% of such shares plus any shares as to which the Option might
theretofore have been exercisable but shall not have been exercised. No option
shall be exercised later than ten years after the Option Grant Date.

        Except as provided in this Section 13, all Options granted to a
Non-Employee Director shall automatically be forfeited by such person at the
time such person shall cease to be a Non-Employee Director, provided, however
that an Optionee may exercise then-vested options within 30 days after
termination unless said termination of results from an act of (a) fraud or
intentional misrepresentation or (b) embezzlement, misappropriation or
conversion of assets or opportunities of the Company or any direct or indirect
majority-owned subsidiary of the Company, by such Non-Employee Director. The
determination of whether termination resulted from such act shall be made by the
Board, whose determination shall be conclusive. If service by the Optionee as a
Non-Employee Director terminates by reason of Disability, the unexercised
portion of any Option held by such Optionee at that time may be exercised within
one year after the date on which the Optionee ceased to serve as a Non-Employee
Director, but no later than the date the Option expires, and to the extent that
the Optionee could have otherwise exercised such Option if it had been
completely exercisable. To the extent that the Optionee is not entitled to
exercise the Option on such date, or if the Optionee does not exercise it within
the time specified, such Option shall terminate. The Board shall have the
authority to determine the date an Optionee ceases to serve as a Non-Employee
Director by reason of his Disability. If an Optionee dies while serving as a
Non-Employee Director of the Company (or dies within a period of 30 days after
termination of his service as a Non-Employee Director for any reason other than
Disability or within a period of one year after termination of his service as a
Non-Employee Director by reason of Disability), the unexercised portion of any
Option held by such Optionee at the time of his death may be exercised within
one year after the date of such Optionee's death, but no later than the date the
Option expires, and to the extent that the Optionee could have otherwise
exercised such Option if it had been completely exercisable. Such Option may be
exercised by the executor or administrator of the Optionee's estate or by any
person or persons who shall have acquired the Option directly from the Optionee
by bequest or inheritance. To the extent that the Option is not entitled to be
exercised on such date or if the Option is not exercised within the time
specified, such Option shall terminate.

        An Option may not be exercised for a fraction of a Share. An Option
shall be deemed to be exercised when written notice of such exercise has been
given to the Company in accordance with the terms of the Stock Option Agreement
by the Optionee entitled to exercise the Option and full payment for the Shares
with respect to which the Option is exercised has been received by the Company.
Payment for the Shares upon exercise of an Option shall be made in cash, by
certified check, or by any other method of payment that may be permitted under
applicable law and authorized by the Board. Each exercise of an Option shall
reduce, by an equal number, the total number of Shares that may thereafter be
purchased under such Option.

        14. Adjustments. In the event that the outstanding Shares shall be
increased or decreased or changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company or of another
corporation, effected without the receipt of consideration by the Company,
through reorganization, merger or consolidation, recapitalization,
reclassification, stock split, reverse stock split, split-up, combination or
exchange of shares or declaration of any dividends payable in Shares, the Board
shall appropriately adjust, subject to any required action by the stockholders
of the Company, (i) the number of Shares (and the Option exercise price per
share) subject to the unexercised portion of any outstanding Option (to the
nearest possible full share), and (ii) the number of Shares for which Options
may be granted under the Plan, as set forth in Section 9 hereof, and such
adjustments shall be final, conclusive and binding for all purposes of the Plan.
Except as expressly provided herein, no issuance by the Company of 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 subject to an Option.

        Notwithstanding the foregoing, in the event of (i) any offer or proposal
to holders of the Company's Shares relating to the acquisition of their Shares,
including, without limitation, through purchase, merger or otherwise, or (ii)
any transaction generally relating to the acquisition of substantially all of
the assets or business of the Company, or (iii) the dissolution or liquidation
of the Company, the Board may make such adjustment as it deems equitable in
respect of outstanding Options (and in respect of the Shares for which Options
may be granted under the Plan), including, without limitation, the revision,
acceleration, cancellation, or termination of any outstanding Options, or the
change, conversion or exchange of the Shares under outstanding Options (and of
the Shares for which Options may be granted under the Plan) into or for
securities or other property of another corporation. Any such adjustments by the
Board shall be final, conclusive and binding for all purposes of the Plan.

        15. Amendment of the Plan. The Board may amend the Plan from time to
time as it deems desirable in its sole discretion without approval of the
stockholders of the Company, except to the extent stockholder approval is
required by Rule 16b-3 of the Exchange Act, applicable NASDAQ National Market or
stock exchange rules, applicable Code provisions, or other applicable laws or
regulations.

        16. Termination of the Plan. The Board may terminate the Plan at any
time in its sole discretion. No Option may be granted hereunder after
termination of the Plan. The termination or amendment of the Plan shall not
alter or impair any rights or obligations under any Option previously granted
under the Plan in any material adverse way without the affected Optionee's
consent.

        17. Modification, Extension and Renewal of Options. Within the
limitations of the Plan and subject to Section 11, the Board may modify, extend
or renew outstanding Options or accept the cancellation of outstanding Options
for the granting of new Options in substitution therefor. Notwithstanding the
preceding sentence, except for any adjustment described in Section 14, (i) no
modification of an Option shall, without the consent of the Optionee, alter or
impair any rights or obligations under any Option previously granted under the
Plan in any material adverse way without the affected Optionee's consent, and
(ii) the exercise price of outstanding Options may not be altered, amended or
modified.

        18.  Governing Law.  The Plan and all Stock Option Agreements executed
in connection with the Plan shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to conflict of laws
principles.

        19.  Successors.  This Plan is binding on and will inure to the benefit
of any successor to the Company, whether by way of merger, consolidation,
purchase, or otherwise.

        20. Severability. If any provision of the Plan or any Stock Option
Agreement shall be held illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining provisions of the Plan or Stock Option
Agreement, and the Plan and each Stock Option Agreement shall each be construed
and enforced as if the invalid provisions had never been set forth therein.

        21. Plan Provisions Control. The terms of the Plan govern all Options
granted under the Plan, and in no event will the Board have the power to grant
any Option under the Plan that is contrary to any of the provisions of the Plan.
In the event any provision of any Option granted under the Plan shall conflict
with any term in the Plan, the term in the Plan shall control.

        22.  Headings.  The  headings used in the Plan are for convenience only,
do not constitute a part of the Plan, and shall not be deemed to limit,
characterize, or affect in any way any provisions of the Plan, and all
provisions of the Plan shall be construed as if no captions had been used in the
Plan.

        23. Rights as Stockholder. No person shall have any right as a
stockholder of the Company with respect to any Shares which are subject to an
Option unless and until such person becomes a stockholder of record with respect
to such Shares.