DATED 8th February, 2001SYSTEMS UNION LIMITED

(1)AndCORILLIAN INTERNATIONAL LIMITED

(2)CORILLIAN CORPORATION

(3)SUB-UNDERLEASE
relating to
Part Ground Floor North Wing
Systems Union House (Building S2)
Farnborough Aerospace Centre
Farnborough HampshireCOMMENCING:




2000EXPIRING:

2005INITIAL RENT:

£
327,015.00
paRENT REVIEW DATES:


18 July 2001


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THIS SUB-UNDERLEASEis made the 8th day of February 2001

BETWEEN

WITNESSESas follows:

1Definitions





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2Demise and Rents



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3Tenant's Covenants

THE Tenant HEREBY COVENANTS with the Landlord as follows:-

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4Landlord's Covenants

THE Landlord HEREBY COVENANTS with the Tenant as follows:-



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5General Provisions

PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:-

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6Confidentiality

Neither party shall publish issue or make any announcement press release or circular in relation to the transaction hereby agreed and save to the extent
required by law the regulations of the Stock Exchange or other regulatory requirements or for the purposes of accounting and auditing or for the purposes of making returns to or responding to
enquiries made by the Inland Revenue neither party (so far as it is within the power of each party) shall make public or issue such matters publicly without the consent of the other and each party
shall take every reasonable account of the representations in respect of thereof made by the other party hereto and neither party shall in any event disclose the financial terms of the transaction
publicly

7Guarantee

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8Exclusion of Security

9Termination

10Contracts (Rights of Third Parties) Act 1994

11Determination

|11.1.1 | The Landlord may determine this Lease on the second, third or fourth anniversary of the Commencement Date by serving on the Tenant not less than six months prior written notice specifying the proposed date of
Determination                
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|11.1.2 | The Tenant may determine this Lease on the first day of any month after the first anniversary of the Commencement Date by serving on the Landlord not less than six months' prior written notice specifying the proposed date of Determination



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12Agreement for Lease

IN WITNESSwhereof the parties hereto have caused this Lease to be duly executed as a Deed the day and year first before written

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Systems
Union Limited
Dogmersfield Park
Hartley, Wintney
Basingstoke
Hants
RG27 8TD

Corillian
International Limited
75 Cannon Street
London
EC4N 5BN

and

Corillian
Corporation
3400 NW John Olsen Place
Hillsboro
OR97124

Date:
8th February 2001

Dear
Sirs

Ground Floor, North Wing, Systems Union House, Farnborough

This letter relates to a Sub-Underlease of the above premises granted by us to you on the date hereof ("the Lease") or any Lease we require
Corillian Corporation to take up under clause 7 of the Lease and in consideration of our entering into the Lease notwithstanding the express provision contained in the Lease, it is hereby
agreed that the annual rent firstly reserved by the Lease will not be reviewed on 18 July 2001.

In
place of the rent review on 18 July 2001, it is hereby agreed that the annual rent firstly reserved by the Lease will be increased in accordance with the provisions of
paragraph 1 below.

|1. |  | (a) |  | In respect of each of the following periods respectively of the said term (hereinafter individually called "a rental period") that is to say                                                                                                                                                                                                               
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|   |  |     |  | (i)                                                                                                                                                                                                                                                                                                                                                        
|   |  |     |  | (ii)                                                                                                                                                                                                                                                                                                                                                       
|   |  |     |  | (iii)                                                                                                                                                                                                                                                                                                                                                      
|   |  |     |  |                                                                                                                                                                                                                                                                                                                                                            
|   |  | (b) |  | The Basic Rent multiplied by the variable factor less the Basic Rent shall be paid without any deduction by equal quarterly instalments in advance on the usual quarter days in every year the first proportionate payment of such quarterly payments of
the first of the said rents to be made on the commencement of the first of the said rental periods
|   |  |     |  |                                                                                                                                                                                                                                                                                                                                                            

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|   |  | (c)                                                                                                                                                                                                                                                                                                                    |  | The variable factor in relation to a rental period shall be the numerical fraction which shall have as its denominator the figure of 172.2 and as its numerator the average monthly figure to be derived from the monthly Indices of Retail Prices
published by the Department of Employment or any other Ministry or Government Department upon which the duties in connection with the Index of Retail Prices shall have devolved) for the last twelve months for which the Indices have been published
immediately preceding the year of commencement of that rental period                                                                                                                                                                                                                                                                              
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|   |  | (d)                                                                                                                                                                                                                                                                                                                    |  | If and as often as during the said term the monthly Index of Retail Prices shall be related to some commencing date other than the Thirteenth day of January One thousand nine hundred and eighty seven (which is the date at which for the purposes of
the present Index of Retail Prices the Index figure was taken at 100) then any new Index shall for the purposes of this Clause be substituted for the figure of 172.2 hereinbefore mentioned and in any such case the Index figure related to a more
recent date shall be substituted in preference to one related to a more remote date and in any such case the expression "Basic Rent" shall be construed as meaning the yearly rent payable hereunder immediately before the commencing date to which the
said new Index figure shall be related                                                
|   |  | (e)                                                                                                                                                                                                                                                                                                                    |  | Notwithstanding anything hereinbefore otherwise contained where the rent in relation to a rental period would (apart from this provision) not be greater then the yearly rent payable hereunder immediately before the commencement of such rental period
then and in such case the rent payable for such rental period shall be deemed to be the same as the amount of the yearly rent payable for the period immediately preceding such rental period                                                                                                                                                                                                                                                                                                                                                                                                     
|   |  | (f)                                                                                                                                                                                                                                                                                                                    |  | If there shall be any bona fide dispute differences or question between the Landlord and the Tenant as to the amount of rent payable hereunder or with respect to the construction or effect of the provisions of this Clause or if Her Majesty's
Government shall cease to publish any Index of Retail Prices as aforesaid or if any event shall happen whereby it becomes impossible or impracticable to implement the provisions for calculating rent hereinbefore contained then and in any such case
such dispute difference or question or (as the case may be) the question as to the amount of the rent payable for any rental period shall be referred by either party for determination by a single arbitrator in accordance with the provisions of the
Arbitration Act 1950 or any statutory enactment in that behalf for the time being in force
|   |  | Provided always that if the Superior Landlord or Head Landlord as defined in the Lease require the Landlord to review the rent under the Lease and enforce the Landlord to review the same, we shall indemnify you for any increase in rent paid by you
under the Lease as a result of the rent review on 18 July 2001
|2. |  | (a)                                                                                                                                                                                                                                                                                                                    |  | In this paragraph 5 the "Relevant Room Rate" means in the case of the Presentation Room £30 per hour, in the case of the Board Room £25 per hour; and in the case of Meeting Rooms 1, 2, 3, 4 and 5 it means £15 per hour. All of
these rooms (the "Meeting Rooms") are on the ground floor of the building and are identified on the attached plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |  | (b)                                                                                                                                                                                                                                                                                                                    |  | We agree to let you use the Meeting Rooms from time to time if they happen to be available and always by prior appointment for the purpose for which they are designed provided that you pay us on written demand an amount calculated by multiplying the
number of hours that you have used the room by the Relevant Room Rate. If any such payments are outstanding for more than 14 days then interest shall be payable thereon at the rate provided by the Lease.                                                                                                                                                                                                                                                                                                                                                                                       
|   |  | (c)                                                                                                                                                                                                                                                                                                                    |  | At any time after the date one month after the date of this letter, we reserve the right on notice with immediate effect to restrict your use to a maximum of ten room hours per week.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |  | (d)                                                                                                                                                                                                                                                                                                                    |  | We will also permit you use of our video conferencing facility whilst you are using any of the Meeting Rooms if it happens to be available as is not being used or required by us.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3  |  | For the avoidance of doubt, all of the agreements, concessions and permissions in your favour contained in all of the above paragraphs are personal to you and cannot be transferred in any way.                                                                                                                      
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|4                                                                             |  | Neither party shall publish issue or make any announcement press release or circular in relation to the transaction hereby agreed and save to the extent required by law the regulations of the Stock Exchange or other regulatory requirements neither
party (so far as it is within the power of each party) shall make public or issue such matters publicly without the consent of the other and each party shall take every reasonable account of the representations in respect thereof made by the other
party hereto and neither party shall in any event disclose the financial terms of the transaction publicly.
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|5                                                                             |  | This letter shall bind our successors in title.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Please countersign this letter to confirm that you agree to all of the above.
|Yours faithfully                                                             
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|Signed on behalf of Systems Union Limited                                    
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|Countersigned on behalf of Corillian International Limited                   
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|Countersigned on behalf of Corillian Corporation                             

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