EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of January 23, 2001, by and between Corillian Corporation, an Oregon corporation
("Employer"), and Alex Hart ("Executive").

WITNESSETH:

WHEREAS, Employer desires to obtain the benefit of service by Executive, and Executive desires to render services to Employer;

WHEREAS,
the Board of Directors of Employer (the "Board") has determined that because of Executive's substantial experience and
business relationships in connection with the business of Employer, it is in the Employer's best interest and that of its shareholders to secure the services of Executive and to provide Executive
certain additional benefits; and

WHEREAS,
Employer and Executive desire to set forth in this Agreement the terms and conditions of Executive's employment with Employer.

NOW,
THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties agree as follows:

1.  Executive Representation.Executive represents and warrants that he has the capacity to enter into this Agreement
and that this Agreement will not conflict with or result in a default under any other agreement binding on Executive.

2.  Title; Duties and Responsibilities.Employer and Executive agree that, subject to the provisions of this Agreement,
Employer will employ Executive and Executive will serve Employer as President of Employer for the Term (as hereinafter defined). Executive will report to Employer's Chief Executive Officer. Executive
agrees to observe and comply with the reasonable rules and regulations of Employer respecting the performance of Executive's duties and agrees to carry out and perform the reasonable orders,
directions and policies of Employer and its Board as they may be, from time to time, stated either orally or in writing. Except as specifically provided otherwise in this Agreement, Executive shall
comply with all of the reasonable policies and procedures adopted by Employer (as the same may be amended from time to time by Employer). Employer will cause Executive to be nominated as a member of
the Board to serve as a Class 3 Director until the term of such position expires in accordance with Employer's charter documents.

3.  Term.Employer agrees to employ Executive and Executive agrees to serve Employer, in accordance with the terms of
this Agreement, commencing on the date hereof and continuing until the second annual anniversary of this Agreement (the "Term"), unless this Agreement
is earlier terminated in accordance with the provisions of this Agreement. At the end of the Term, this Agreement shall continue for consecutive one year periods unless either party notifies the other
of their intent to terminate this Agreement upon ninety (90) days advance written notice thereof.

4.  Services and Exclusivity of Services.During the Term, Executive shall (i) devote his full business time,
energy and ability exclusively to the business, affairs and interests of Employer, and matters related thereto, (ii) use Executive's best efforts and abilities to promote Employer's interests,
and (iii) perform the services contemplated by this Agreement in accordance with policies established by Employer and under the direction of Employer's Chief Executive Officer and the Board.

Without
the prior express written authorization of the Board, Executive shall not, directly or indirectly, during the Term: (a) render services to any other person or firm for
compensation or (b) engage in any activity competitive with or adverse to Employer's Business (as defined below), whether alone, as a partner, or as an officer, director, employee or
significant investor of or in any other entity. (An investment of greater than 5% of the outstanding capital or equity securities of an entity shall be deemed significant for these purposes.)
"Business" shall mean the development, marketing and sale of solutions to enable companies to offer electronic financial services (including,

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without limitation, through the Internet, mobile phones, PDA's or interactive television) and the provision of professional services to implement, install and customize such solutions.

Executive
may serve as a director or in any other capacity of any business enterprise or any nonprofit or governmental entity or trade association, whose activities involve or relate
to the Business, provided in each case that such service is expressly approved by the Board and does not interfere with Executive's duties hereunder.

Executive
may make and manage personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization without seeking or obtaining
approval by the Board, provided that such activities and services do not substantially interfere or conflict with the performance of duties hereunder or create any conflict of interest with such
duties. An investment that exceeds 5% of the equity securities or capitalization of a competitor, supplier or customer of Employer shall be deemed to constitute such a conflict. Executive shall not
serve in any of such capacities for any business enterprise unless the Board expressly authorizes such service in advance.

Executive
represents to Employer that Executive has no other outstanding commitments inconsistent with any of the terms of this Agreement or the services to be rendered hereunder.

5.  Compensation.



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6.  Termination.The Base Salary and Additional Benefits provided to Executive pursuant to this Agreement, and the
employment of Executive by Employer shall be terminated prior to expiration of the Term only as provided in this Section 6.



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7.  Change in Management.Executive will be entitled to terminate his employment hereunder at any time upon a Change in
Management. "Change in Management" means (i) Ted Spooner is not the Chief Executive Officer of Employer (or its Successor Corporation after a
Corporate Transaction (each as defined in Employer's 2000 Stock Incentive Compensation Plan)) and (ii) Executive has not been named Chief Executive Officer of Employer (or its Successor
Corporation) and remains employed by Employer (or its Successor Corporation) at such time. If Executive terminates his employment upon a Change in Management, 50% of the then-unvested
portion of the Option will vest immediately and Employer will pay Executive severance in the form of one year's Base Salary.
In such event and at Employer's election (in its sole discretion), Executive's receipt of severance and accelerated vesting will be conditioned upon Executive continuing in his role with Employer (or
its Successor Corporation) for a transition period not to exceed 90 days. Executive's compensation and benefits during such period will remain the same as immediately before such period. After
the conclusion of such period, if any, Executive will be free to pursue alternative employment.  Any termination of Executive's employment by Employer without cause in anticipation of
a Change in Management shall be deemed to be a termination by Executive upon a Change in Management. Executive has the burden of establishing that a termination by Employer without cause was in
anticipation of a Change in Management, provided, however, that any such termination shall be presumed to be in anticipation of a Change in Management if the Change in Management occurs within
60 days after such termination.

8.  Business Expenses.During the Term, Employer shall, in accordance with Employer's policy in effect from time to
time, reimburse Executive promptly for all reasonable and adequately documented business expenses which Executive incurs in his reasonable judgment in connection with the services to be rendered to
Employer hereunder, including entertainment, travel, and transportation expenses incurred in pursuit and furtherance of Employer's business and goodwill.

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9.  No Solicitation of Employees or Clients.Executive agrees that he will not, directly or indirectly, for a period of
2 years from the termination of this Agreement (other than as a result of a termination resulting from Employer's breach of this Agreement), solicit, entice, persuade, or induce any employee of
Employer or any client under contract with Employer to terminate his or her employment by, or contract with, Employer or its subsidiaries, if any, or to refrain from extending or renewing the same
(upon the same or new terms) or to become employed by or to enter into any agency contract with a person or business other than Employer. This provision shall not preclude Executive from employing or
entering into a contract with any person or entity that responds to a public advertisement, that is referred by a recruiting agency or that approaches Executive without any solicitation by Executive.

10.  Dispute Resolution.



11.  Miscellaneous.



or
at such other address as Employer may from time to time in writing designate, and if to Executive at such address as Executive may from time to time in writing designate (or Executive's business
address of record in the absence of such designation). Each such notice or other communication shall be effective (i) if given by telecommunication, when transmitted to the applicable number so
specified in (or pursuant to) this Section 11.2 and an appropriate answerback is received, (ii) if given by mail, three days after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid or (iii) if given by any other means, when actually delivered at such address.



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IN WITNESS WHEREOF,the parties have executed this Agreement as of the date first above written.

| |  | "EMPLOYER"
CORILLIAN CORPORATION
| |  | --------------------------------
| |  | By:                             
| |  |                                 
| |  | Its:                            
| |  |                                 
| |  | "EXECUTIVE"
ALEX HART           
| |  |                                 
| |  |                                 
| |  | Address:                        
| |  |                                 
| |  |                                 

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EXHIBIT A    CORILLIAN CORPORATION  2000 STOCK INCENTIVE COMPENSATION PLAN  NONQUALIFIED STOCK OPTION LETTER AGREEMENT

TO:
Alex Hart

We
are pleased to inform you that you have been selected by the Company to receive a stock option (the "Option") to purchase shares (the "Option Shares") of the Company's Common Stock under the
Company's 2000 Stock Incentive Compensation Plan (the "Plan").

The
terms of the Option are as set forth in this Agreement and in the Plan, a copy of which is attached. The Plan is incorporated by reference into this Agreement, which means that this Agreement is
limited by and subject to the express terms and provisions of the Plan. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan.

The
most important terms of the Option are summarized as follows:

| |  | Grant Date:        |  | January 23, 2001                 
| |  | ------------------ |  | ---------------------------------
| |  | Number of Shares:  |  | 240,000                          
| |  | Exercise Price:    |  | $12.50 per share                 
| |  | Expiration Date:   |  | January 23, 2011                 
| |  | Vesting Base Date: |  | January 23, 2001                 
| |  | Type of Option:    |  | Nonqualified Stock Option ("NSO")

Vesting and Exercisability:The Option will vest and become exercisable according to the following schedule:

| |  | Period of Continuous Service
From Vesting Base Date |  | Portion of Total Option Which Is
Vested and Exercisable
| |  | --------------------------------------------------- |  | -------------------------------------------------------
| |  | One year from Vesting Base Date                     |  | 1/3rd                                                  
| |  | Two years from Vesting Base Date                    |  | An additional 1/3rd                                    
| |  | Three years from Vesting Base Date                  |  | 100%                                                   

Corporate Transactions:For purposes of this section, the following terms shall be defined as follows:

"Good Reason"means the occurrence of any of the following events or conditions and the failure of the Successor Corporation to cure
such event or condition within 30 days after receipt of written notice from the Participant:

(a) a
change in the Participant's status, title, position or responsibilities (including reporting responsibilities) that, in the Participant's reasonable judgment,
represents a substantial reduction in the status, title, position or responsibilities as in effect immediately prior thereto; the assignment to the Participant of any duties or responsibilities that,
in the Participant's reasonable judgment, are materially inconsistent with such status, title, position or responsibilities; or any removal of the Participant from or failure to reappoint or reelect
the Participant to any of such positions, except in connection with the termination of the Participant's employment for Cause, for Disability or as a result of his or her death, or by the Participant
other than for Good Reason;

(b) a
reduction in the Participant's annual base salary;

(c) the
Successor Corporation's requiring the Participant (without the Participant's consent) to be based at any place outside a 35-mile radius of his or
her place of employment prior to a Corporate Transaction, except for reasonably required travel on the Successor Corporation's

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business that is not materially greater than such travel requirements prior to the Corporate Transaction;

(d) the
Successor Corporation's failure to (i) continue in effect any material compensation or benefit plan (or the substantial equivalent thereof) in which the
Participant was participating at the time of a Corporate Transaction, including, but not limited to, the Plan, or (ii) provide the Participant with compensation and benefits substantially
equivalent (in terms of benefit levels and/or reward opportunities) to those provided for under each material employee benefit plan, program and practice as in effect immediately prior to the
Corporate Transaction;

(e) any
material breach by the Successor Corporation of its obligations to the Participant under the Plan or any substantially equivalent plan of the Successor
Corporation; or

(f)  any
purported termination of the Participant's employment or service relationship for Cause by the Successor Corporation that is not in accordance with the
definition of Cause under the Plan.

"Related Party Transaction"means (a) a merger of the Company in which the holders of shares of Common Stock immediately prior
to the merger hold at least a majority of the shares of Common Stock in the surviving corporation immediately after the merger, (b) a mere reincorporation of the Company or (c) a
transaction undertaken for the sole purpose of creating a holding company.

Acceleration of vesting of options that are not assumed.In the event of a Corporate Transaction in which this Option is not assumed or
continued or an equivalent option or right substituted by the surviving corporation, the successor corporation or its parent corporation, as applicable (the "Successor Corporation"), you shall fully
vest in and have the right to exercise this Option as to all of the shares of Common Stock subject thereto, including shares as to which this Option would not otherwise be vested or exercisable
provided that, such acceleration will not occur if, in the opinion of the Company's accountants, it would render unavailable "pooling of interest" accounting for a Corporate Transaction that would
otherwise qualify for such treatment. If this Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Corporate Transaction, the Plan Administrator shall
notify you in writing or electronically that this Option shall be fully vested and exercisable for a specified time period after the date of such notice, and this Option shall terminate upon the
expiration of such period, in each case conditioned on the consummation of the Corporate Transaction. This Option shall be considered assumed if, following the Corporate Transaction, the option or
right confers the right to purchase or receive, for each share of Common Stock subject to this Option, immediately prior to the Corporate Transaction, the consideration (whether stock, cash, or other
securities or property) received in the Corporate Transaction by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Corporate Transaction is not
solely common stock of the Successor Corporation, the Plan Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon the exercise of this
Option, for each share of Common Stock subject thereto, to be solely common stock of the Successor Corporation equal in fair market value to the per share
consideration received by holders of Common Stock in the Corporate Transaction. This Option shall terminate and cease to remain outstanding immediately following the consummation of the Corporate
Transaction, except to the extent assumed by the Successor Corporation.

Acceleration upon termination of employment by Successor Corporation.If this Option is assumed or replaced in the Corporate
Transaction, other than a Related Party Transaction, and does not otherwise accelerate at that time, it shall be accelerated in the event that your employment or service relationship should
subsequently terminate within one year following such Corporate Transaction, unless such employment or service relationship is terminated by the Successor Corporation for Cause or by you voluntarily
without Good Reason; provided, that such acceleration shall not occur if, in the opinion of the Company's outside accountants, such

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acceleration would render unavailable "pooling of interests" accounting treatment for any Corporate Transaction for which pooling of interests accounting treatment is sought by the Company.

Acceleration as provided in Employment Agreement.Notwithstanding any other terms of this Agreement, you shall vest in and have the
right to exercise this Option as to some or all of the shares of Common Stock subject thereto, including shares as to which this Option would not otherwise be vested or exercisable, to the extent so
provided in the employment agreement between you and the Company.

Change in Role after Change in Management:If Ted Spooner is no longer the Chief Executive Officer of the Company and after
Mr. Spooner discontinues serving in such capacity there is a change in your title, position or responsibilities (including reporting responsibilities) that, in your reasonable judgment,
represents a substantial reduction in the title, position or responsibilities as in effect immediately prior thereto, you shall fully vest in and have the right to exercise this Option as to all of
the shares of Common Stock subject thereto, including shares as to which this Option would not otherwise be vested or exercisable. Any such changes arising from Cause, Death, Disability (each as
defined in your employment agreement with the Company), or your resignation shall not trigger the application of this provision.

Termination Without Cause:If you are terminated by the Company during the term of your employment agreement with the Company without
Cause (as defined in your employment agreement with the Company), you shall vest in and have the right to exercise this Option as to 50% of the then-unvested portion of shares of Common
Stock subject to this Option.

Termination of Option:The unvested portion of the Option will terminate automatically and without further notice immediately upon
termination (voluntary or involuntary) of your employment or service
relationship with the Company or a Related Corporation. The vested portion of the Option will terminate automatically and without further notice on the earliest of the following dates:



except,
that if the Company or a Related Corporation terminates your services for Cause you will forfeit the unexercised portion of the Option, including vested and unvested shares, the date your
termination is effective. If you die while the Option is exercisable, the Option may be exercised until one year after the date of death or the Expiration Date, whichever is earlier.

It is your responsibility to be aware of the date your Option terminates.

Method of Exercise:You may exercise the Option by giving written notice to the Company, in form and substance
satisfactory to the Company, which will state the election to exercise the Option and the number of shares of Common Stock for which you are exercising the Option. The written notice must be
accompanied by full payment of the exercise price for the number of shares of Common Stock you are purchasing.

Form of Payment:You may pay the Option exercise price, in whole or in part, in cash, by check or, unless the Plan Administrator
determines otherwise, by (a) tendering (either actually or by attestation) mature shares of Common Stock (generally, shares you have held for a period of at least six months) having a fair
market value on the day prior to the date of exercise equal to the exercise price (you should consult your tax advisor before exercising the Option with stock you received upon the exercise of an
incentive stock option); (b) if and so long as the Common Stock is registered under the Securities Exchange Act of 1934, as amended, delivery of a properly

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executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the exercise price all in
accordance with the regulations of the Federal Reserve Board; or (c) such other consideration as the Plan Administrator may permit.

Withholding Taxes:As a condition to the exercise of any portion of the Option that is treated as a nonqualified stock option, you must
make such arrangements as the Company may require for the satisfaction of any federal, state or local withholding tax obligations that may arise in connection with such exercise. The Company has the
right to retain without notice sufficient shares of stock to satisfy the withholding obligation. Unless the Plan Administrator determines otherwise, you may satisfy the withholding obligation by
electing to have the Company withhold from the shares to be issued upon exercise that number of shares having a fair market value equal to the amount required to be withheld (up to the minimum
required federal tax withholding rate). The Company may also deduct from the shares to be issued upon exercise any other amounts due from you to the Company.

Limited Transferability:During your lifetime only you can exercise the Option. The Option is not transferable except by will or by the
applicable laws of descent and distribution, except that nonqualified stock options may be transferred to the extent permitted by the Plan Administrator. The Plan provides for exercise of the Option
by a designated beneficiary or the personal representative of your estate.

Registration:The Company has filed and maintains an effective registration statement with respect to the Option Shares. The Company
intends to maintain this registration but has no obligation to do so. In the event that such registration ceases to be effective, you will not be able to exercise the Option unless exemptions from
registration under federal and state securities laws are available; such exemptions from registration are very limited and might be unavailable. By accepting the Option, you hereby acknowledge that
you have read and understand Section 15.3 of the Plan.

Binding Effect:This Agreement will inure to the benefit of the successors and assigns of the Company and be binding upon you and your
heirs, executors, administrators, successors and assigns.

Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation:By entering into this Agreement and accepting the
grant of the Option evidenced hereby, you acknowledge: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of
the Option is a one-time benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (c) that all
determinations with respect to any such future grants, including, but not limited to, the times when options will be granted, the number of shares subject to each option, the option price, and the
time or times when each option will be exercisable, will be at the sole discretion of the Company; (d) that your participation in the Plan is voluntary; (e) that the value of the Option
is an extraordinary item of compensation which is outside the scope of your employment contract, if any;
(f) that the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service
awards, pension or retirement benefits or similar payments; (g) that the vesting of the Option ceases upon termination of employment or service relationship with the Company for any reason
except as may otherwise be explicitly provided in the Plan or this Agreement or otherwise permitted by the Plan Administrator; (h) that the future value of the underlying Option Shares is
unknown and cannot be predicted with certainty; and (i) that if the underlying Option Shares do not increase in value, the Option will have no value.

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Please execute the following Acceptance and Acknowledgment and return it to the undersigned.

| |  | Very truly yours,    
| |  | ---------------------
| |  | CORILLIAN CORPORATION
| |  | By                   
| |  |                      
| |  | Its                  
| |  |                      

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ACCEPTANCE AND ACKNOWLEDGMENT

I, a resident of the State of             , accept the Option described in this Agreement and in the Plan, and acknowledge receipt of a copy of this Agreement and a copy
of the Plan. I have read and understand the Plan.

|Dated:               |  |  |  |         |  | 
|-------------------- |  |  |  | ------- |  | 
|                     |  |  |  |         |  | 
|                     |  |  |  | Address |  | 
|                     |  |  |  |         |  | 
|                     |  |  |  |        
|Taxpayer I.D. Number |  |  |  |        

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NOTICE OF EXERCISE OF STOCK OPTION

To: Corillian Corporation

I,
a resident of the State of             , hereby exercise my Nonqualified Stock Option(check one box)granted by Corillian Corporation
(the
"Company") on             ,      , subject to all the terms and provisions thereof and of the 2000 Stock Incentive Compensation Plan referred to therein,
and notify the Company of my
desire to purchase      shares of Common Stock of the Company (the "Securities") at the exercise price of $      per share. I hereby represent and warrant that I have been
furnished with a copy of the Plan and Plan Summary.

|Dated:               |  |  |  |         |  | 
|-------------------- |  |  |  | ------- |  | 
|                     |  |  |  |         |  | 
|                     |  |  |  | Address |  | 
|                     |  |  |  |         |  | 
|                     |  |  |  |        
|Taxpayer I.D. Number |  |  |  |        

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RECEIPT

Corillian Corporation hereby acknowledges receipt from             in payment for      shares of Common Stock of Corillian Corporation, an
Oregon
corporation, of $             in the form of

|/ / |  | Cash                                                                                                                                            |  | 
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|/ / |  | Check (personal, cashier's or bank certified)                                                                                                   |  | 
|/ / |  | __________ shares of the Company's Common Stock, fair market value $_______ per share, held by the optionee for a period of at least six months |  | 
|/ / |  | Copy of irrevocable instructions to Broker                                                                                                      |  | 

|Date:               |  |      | By:                   | 
|------------------- |  | ---- | --------------------- | 
|FMV on such date: $ |  | For: | Corillian Corporation

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