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LOAN AND SECURITY AGREEMENT
CORILLIAN CORPORATION

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TABLE OF CONTENTS

Page1

ACCOUNTING AND OTHER TERMS

12

LOAN AND TERMS OF PAYMENT

12.1

Credit Extensions

12.2

Overadvance

22.3

Interest Rate, Payments

22.4

Fees

33

CONDITIONS OF LOANS

33.1

Conditions Precedent to Initial Credit Extension

33.2

Conditions Precedent to all Credit Extensions

34

CREATION OF SECURITY INTEREST

34.1

Grant of Security Interest

35

REPRESENTATIONS AND WARRANTIES

45.1

Due Organization and Authorization

45.2

Collateral and Other Assets

45.3

Litigation

45.4

No Material Adverse Change in Financial Statements

45.5

Solvency

45.6

Regulatory Compliance

55.7

Subsidiaries

55.8

Full Disclosure

56

AFFIRMATIVE COVENANTS

56.1

Government Compliance

56.2

Financial Statements, Reports, Certificates

56.3

Inventory; Returns

66.4

Taxes

66.5

Insurance

66.6

Deposit/Investment Account

66.7

Financial Covenants

66.8

Further Assurances

77

NEGATIVE COVENANTS

77.1

Dispositions

77.2

Changes in Business, Ownership, Management or Business Locations

77.3

Mergers or Acquisitions

77.4

Indebtedness

77.5

Encumbrance

77.6

Distributions; Investments

87.7

Transactions with Affiliates

87.8

Compliance

88

EVENTS OF DEFAULT

88.1

Payment Default

88.2

Covenant Default

88.3

Material Adverse Change

88.4

Attachment

88.5

Insolvency

98.6

Other Agreements

98.7

Judgments

98.8

Misrepresentations

9


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9

BANK'S RIGHTS AND REMEDIES

99.1

Rights and Remedies

99.2

Power of Attorney

109.3

Accounts Collection

109.4

Bank Expenses

109.5

Bank's Liability for Collateral

119.6

Remedies Cumulative

119.7

Demand Waiver

1110

NOTICES

1111

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER

1112

GENERAL PROVISIONS

1112.1

Successors and Assigns

1112.2

Indemnification

1212.3

Time of Essence

1212.4

Severability of Provision

1212.5

Amendments in Writing, Integration

1212.6

Counterparts

1212.7

Survival

1212.8

Confidentiality

1212.9

Attorneys' Fees, Costs and Expenses

1313

DEFINITIONS

1313.1

Definitions

13


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This LOAN AND SECURITY AGREEMENTdated November 9, 2000, between SILICON VALLEY BANK ("Bank"), whose address is 3003 Tasman
Drive, Santa Clara, California 95054 with a loan production office located at 11000 S. W. Stratus, Suite 170, Beaverton, OR 97008-7113 and CORILLIAN CORPORATION ("Borrower"), whose address
is 3855 S.W. 153rd Drive, Beaverton, OR 97006, provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:

1  ACCOUNTING AND OTHER TERMS

Accounting terms not defined in this Agreement will be construed following GAAP. Calculations and determinations must be made following GAAP. The term
"financial statements" includes the notes and schedules. The terms "including" and "includes" always mean "including (or includes) without limitation," in this or any Loan Document. This Agreement
shall be construed to impart upon Bank a duty to act reasonably at all times.

2  LOAN AND TERMS OF PAYMENT

2.1 Credit Extensions.

Borrower will pay Bank the unpaid principal amount of all Credit Extensions and interest on the unpaid principal amount of the Credit Extensions.

2.1.1 Revolving Advances.

(a) Bank
will make Advances not exceeding (i) the Committed Revolving Line, minus (ii) the principal balance outstanding under the Committed Equipment
Line. However, if Borrower's Adjusted Quick Ratio falls below 3.0:1.0, Advances under the Committed Revolving Line shall not exceed (i) the lesser of the Committed Revolving Line or the
Borrowing Base, minus (ii) the principal balance outstanding under the Committed Equipment Line. Amounts borrowed under this Section may be repaid and reborrowed during the term of this
Agreement.

(b) To
obtain an Advance, Borrower must notify Bank by facsimile or telephone by 3:00 p.m. Pacific time on the Business Day the Advance is to be made. Borrower
must promptly confirm the notification by delivering to Bank the Payment/Advance Form attached as Exhibit B. Bank will credit Advances to Borrower's deposit account. Bank may make Advances
under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may
rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Borrower will indemnify Bank for any loss Bank suffers due to such reliance.

(c) The
Committed Revolving Line terminates on the Revolving Maturity Date, when all Advances are immediately payable.

2.1.2 Equipment Advances.

(a) Through
November 9, 2001 (the "Equipment Availability End Date"), Bank will make advances ("Equipment Advance" and, collectively, "Equipment Advances") not
exceeding (i) the Committed Equipment Line, minus (ii) the principal balance outstanding under the Committed Revolving Line. The Equipment Advances may be used to finance Eligible
Equipment purchased within 120 days of the Equipment Advance and may not exceed 100% of the equipment invoice excluding taxes, shipping, warranty charges, freight discounts and installation
expense. The Equipment Advances may also be used to finance Eligible Equipment purchased more than 120 days prior to the date of the Equipment Advance; however, such Equipment Advances may not
exceed 75% of the net book value of the applicable equipment. Other Equipment may constitute up to 25% of each Equipment Advance for equipment purchased within 120 days of the date of the
Equipment Advance. Equipment Advances shall be in the minimum amount of $250,000.

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(b) Interest accrues from the date of each Equipment Advance at the rate in Section 2.3 (a) and is payable monthly until the Equipment Availability End
Date occurs. Equipment Advances shall be repaid as follows:



(c) To
obtain an Equipment Advance, Borrower must notify Bank (the notice is irrevocable) by facsimile no later than 3:00 p.m. Pacific time 1 Business Day before
the day on which the Equipment Advance is to be made. The notice in the form of Exhibit B (Payment/Advance Form) must be signed by a Responsible Officer or designee and include a copy of the
invoice for the Equipment being financed.

(d) Bank's
obligation to lend the undisbursed portion of the Committed Equipment Line will terminate if, in Bank's sole discretion, there has been a material adverse
change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospects of Borrower, whether or not arising from transactions in the ordinary course of
business, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank prior to the execution of this Agreement.

2.2 Overadvance.

If Borrower's Obligations under Sections 2.1.1 and 2.1.2 together exceed $5,000,000, or the amount available pursuant to Sections 2.1.1 and 2.1.2, Borrower
must immediately pay in cash to Bank the excess.

2.3 Interest Rate, Payments.

(a) Interest
Rate. Advances under the Committed Revolving Line accrue interest on the outstanding principal balance at a per annum rate of 0.50% above the Prime Rate.
Equipment Advances under the Committed Equipment Line accrue interest at a per annum rate of (i) 1.00% above the Prime Rate, or (ii) 3.50% above the applicable rate for U.S. Treasury
securities of equal maturity. The Borrower shall select the Prime Rate option or fixed rate option at the same time notice is provided pursuant to Section 2.1.4(c). After an Event of Default,
Obligations accrue interest at 5.00% above the rate effective immediately before the Event of Default. The interest rate increases or decreases when the Prime Rate changes. Interest is computed on a
360 day year for the actual number of days elapsed.

(b) Payments.
Interest due on the Committed Revolving Line is payable on the first of each month. Principal and interest due on the Equipment Advances are payable on
the first of each month. Payments received after 12:00 noon Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a
Business Day, the payment is due the next Business Day and additional fees or interest accrue.

(c) Permitted
Prepayment of Loans. Borrower shall have the option to prepay the Equipment Advances advanced by Bank under this Agreement, providedBorrower (i) provides written notice to Bank of its election to
prepay the Equipment Advances at least fifteen (15) days prior to
such prepayment, and (ii) pays, on the date of the prepayment (A) all accrued unpaid interest with respect to the Equipment Advances; (B) a prepayment fee equivalent to 3.0% of
the amount prepaid in the first twelve (12) months; 2.0% of the amount prepaid in the second twelve (12) months; and 1.0% of the amount prepaid in the third twelve (12) months;
and (C) all other sums, if any, that shall have become due and payable hereunder with respect to this Agreement.

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2.4 Fees.

Borrower will pay:

(a) Loan
Fee. A fully earned, non-refundable loan fee of 0.50% of the Committed Revolving Line ($25,000).

(b) Bank
Expenses. All Bank Expenses (including reasonable attorneys' fees and reasonable expenses) incurred through and after the date of this Agreement, are payable
when due. Attorneys' fees associated with the preparation of this Agreement shall be limited to $3,000; however, Borrower acknowledges that any future attorneys' fees incurred by Bank in connection
with the
administration or modification of this Agreement shall not be included in this amount. In the event of any action or proceeding arising out of the Loan Documents, attorneys' fees shall be allocated in
accordance with Section 12.9 below.

3  CONDITIONS OF LOANS

3.1 Conditions Precedent to Initial Credit Extension.

Bank's obligation to make the initial Credit Extension is subject to the condition precedent that it receive the agreements, documents and fees it requires.

3.2 Conditions Precedent to all Credit Extensions.

Bank's obligations to make each Credit Extension, including the initial Credit Extension, is subject to the following:

(a) timely
receipt of any Payment/Advance Form; and

(b) the
representations and warranties in Section 5 must be materially true on the date of the Payment/Advance Form and on the effective date of each Credit
Extension and no Event of Default may have occurred and be continuing, or result from the Credit Extension. Each Credit Extension is Borrower's representation and warranty on that date that the
representations and warranties of Section 5 remain true.

4  CREATION OF SECURITY INTEREST

4.1 Grant of Security Interest.

Borrower grants Bank a continuing security interest in all presently existing and later acquired Collateral to secure all Obligations and performance of each
of Borrower's duties under the Loan Documents. Except for Permitted Liens, any security interest will be a first priority security interest in the Collateral. Bank may place a "hold" on any deposit
account pledged as Collateral. If this Agreement is terminated, Bank's lien and security interest in the Collateral will continue until Borrower fully satisfies its Obligations. Borrower does not
grant Bank a security interest in, or lien on, its Intellectual Property. Borrower agrees not to grant a security interest in its Intellectual Property to any Person, or to sell, transfer, assign,
mortgage, pledge, lease or encumber such Intellectual Property, without the prior written consent of Bank so long as this Agreement, as amended or modified, remains in effect.

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5  REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants as follows:

5.1 Due Organization and Authorization.

Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing
in, any state in which the conduct of its business or its ownership of property requires that it be qualified, except where the failure to do so could not reasonably be expected to cause a Material
Adverse Change.

The
execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower's formation documents, nor constitute an event of default
under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a
Material Adverse Change.

5.2 Collateral and Other Assets.

Borrower has good title to the Collateral, free of Liens except Permitted Liens. The Accounts are bona fide, existing obligations, and the service or property
has been performed or delivered to the account debtor or its agent for immediate shipment to and unconditional acceptance by the account debtor. Borrower has no notice of any actual or imminent
Insolvency Proceeding of any account debtor whose accounts are an Eligible Account in any Borrowing Base Certificate. All Inventory is in all material respects of good and marketable quality, free
from material defects. Borrower is the sole owner of the Intellectual Property, except for non-exclusive licenses granted to its customers in the ordinary course of business. Each Patent
is valid and enforceable and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property
violates the rights of any third party, except to the extent such claim could not reasonably be expected to cause a Material Adverse Change.

5.3 Litigation.

Except as shown in the Schedule, there are no actions or proceedings pending or, to the knowledge of Borrower's Responsible Officers and legal counsel,
threatened by or against Borrower or any Subsidiary in which a likely adverse decision could reasonably be expected to cause a Material Adverse Change.

5.4 No Material Adverse Change in Financial Statements.

All consolidated financial statements for Borrower, and any Subsidiary, delivered to Bank fairly present in all material respects Borrower's consolidated
financial condition and Borrower's consolidated results of operations. There has not been any material deterioration in Borrower's consolidated financial condition since the date of the most recent
financial statements submitted to Bank.

5.5 Solvency.

The fair salable value of Borrower's assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; the Borrower is not left
with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its debts (including trade debts) as they mature.

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5.6 Regulatory Compliance.

Borrower is not an "investment company" or a company "controlled" by an "investment company" under the Investment Company Act. Borrower is not engaged as one
of its important activities in extending credit for margin stock (under Regulations T and U of the Federal Reserve Board of Governors). Borrower has complied in all material respects with the Federal
Fair Labor Standards Act. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to cause a Material Adverse Change. None of Borrower's or any
Subsidiary's properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower's knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting
any hazardous substance other than legally. Borrower and each Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being
contested in good faith with adequate reserves under GAAP. Borrower and each Subsidiary has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all
notices to, all government authorities that are necessary to continue its business as currently conducted, except where the failure to do so could not reasonably be expected to cause a Material
Adverse Change.

5.7 Subsidiaries.

Except as shown in the Schedule, Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.

5.8 Full Disclosure.

No written representation, warranty or other statement of Borrower in any certificate or written statement given to Bank (taken together with all such written
certificates and written statements to Bank) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or
statements not misleading. It being recognized by Bank that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that
actual results during the period or periods covered by such projections and forecasts may differ from the projected and forecasted results.

6  AFFIRMATIVE COVENANTS

Borrower will do all of the following:

6.1 Government Compliance.

Borrower will maintain its and all Subsidiaries' legal existence and good standing in its jurisdiction of formation and maintain qualification in each
jurisdiction in which the failure to so qualify would reasonably be expected to cause a material adverse effect on Borrower's business or operations. Borrower will comply, and have each Subsidiary
comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower's business or operations or would reasonably be
expected to cause a Material Adverse Change.

6.2 Financial Statements, Reports, Certificates.

(a) Borrower
will deliver to Bank: (i) as soon as available, but no later than five (5) days after filing with the Securities and Exchange Commission,
Borrower's 10-Q quarterly report and a Compliance Certificate in the form of the attached Exhibit C; (ii) as soon as available, but no later than five (5) days after
filing with the Securities and Exchange Commission Borrower's annual 10-K report and a Compliance Certificate in the form of the attached Exhibit C for the quarterly period then
ending; (iii) as soon as available, but no later than 120 days after the last day of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently
applied,

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together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iv) a prompt report of any legal actions
pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of $100,000 or more; and (v) budgets, sales projections, operating
plans or other financial information Bank reasonably requests.

(b) If
the Borrowing Base applies pursuant to Section 2.1.1, Borrower will deliver to Bank within 20 days of the end of each month (i) a Borrowing
Base Certificate in the form of Exhibit D attached, (ii) an accounts receivable aging, (iii) an accounts payable aging, and (iv) within 20 days after the end of each
month, Borrower shall deliver to Bank a deferred revenue listing.

(c) If
more than $500,000 is outstanding under the Committed Revolving Line at any one time, Bank shall have the right to audit Borrower's Collateral annually at
Borrower's expense.

(d) Within
five (5) days of filing with the Securities and Exchange Commission, Borrower shall deliver copies of any filings with the Securities and Exchange
Commission not listed in 6.2(a) above.

6.3 Inventory; Returns.

Borrower will keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower and its account debtors
will follow Borrower's customary practices as they exist at execution of this Agreement. Borrower must promptly notify Bank of all returns, recoveries, disputes and claims, that involve more than
$100,000.

6.4 Taxes.

Borrower will make, and cause each Subsidiary to make, timely payment of all material federal, state, and local taxes or assessments and will deliver to Bank,
on demand, appropriate certificates attesting to the payment.

6.5 Insurance.

Borrower will keep its business and the Collateral insured for risks and in amounts, as Bank may reasonably request. Insurance policies will be in a form, with
companies, and in amounts that are satisfactory to Bank in Bank's reasonable discretion. All property policies will have a lender's loss payable endorsement showing Bank as an additional loss payee
and all liability policies will show the Bank as an additional insured and provide that the insurer must give Bank at least 20 days notice before canceling its policy. At Bank's request,
Borrower will deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any policy will, at Bank's option, be payable to Bank on account of the Obligations.

6.6 Deposit/Investment Account.

Borrower will exercise their best efforts to maintain a deposit or investment account with Bank in a minimum amount of $1,000,000. Failure to maintain such an
account shall not constitute an Event of Default.

6.7 Financial Covenants.

Borrower will maintain as of the last day of each quarter:



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6.8 Further Assurances.

Borrower will execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank's security interest in the
Collateral or to effect the purposes of this Agreement.

7  NEGATIVE COVENANTS

Borrower will not do any of the following without Bank's prior written consent, which will not be unreasonably withheld:

7.1 Dispositions.

Convey, sell, lease, transfer or otherwise dispose of (collectively "Transfer"), or permit any of its Subsidiaries to Transfer, all or any part of its business
or property, other than Transfers (i) of Inventory in the ordinary course of business; (ii) of non-exclusive licenses and similar arrangements for the use of the property of
Borrower or its Subsidiaries in the ordinary course of business; or (iii) of worn-out or obsolete Equipment.

7.2 Changes in Business, Ownership, Management or Business Locations.

Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower or reasonably related thereto
or have a material change in its ownership or management (other than the sale of Borrower's equity securities in a public offering or to venture capital investors approved by Bank) of greater than
25%. Borrower will not, without at least 30 days prior written notice, relocate its chief executive office or add any new offices or business locations.

7.3 Mergers or Acquisitions.

Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to
acquire, all or substantially all of the capital stock or property of another Person, except where (i) no Event of Default has occurred and is continuing or would result from such action during
the term of this Agreement and (ii) such transaction would not result in a decrease of more than 25% of Tangible Net Worth. A Subsidiary may merge or consolidate into another Subsidiary or into
Borrower.

7.4 Indebtedness.

Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

7.5 Encumbrance.

Create, incur, or allow any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of
its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted here, subject to Permitted Liens.

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7.6 Distributions; Investments.

Directly or indirectly acquire or own any Person, or make any Investment in any Person, other than Permitted Investments, or permit any of its Subsidiaries to
do so. Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock.

7.7 Transactions with Affiliates.

Directly or indirectly enter into or permit any material transaction with any Affiliate except transactions that are in the ordinary course of Borrower's
business, on terms less favorable to Borrower than would be obtained in an arm's length transaction with a non-affiliated Person.

7.8 Compliance.

Become an "investment company" or a company controlled by an "investment company," under the Investment Company Act of 1940 or undertake as one of its
important activities extending credit to purchase or carry margin stock, or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a
Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could
reasonably be expected to have a material adverse effect on Borrower's business or operations or would reasonably be expected to cause a Material Adverse Change, or permit any of its Subsidiaries to
do so.

8  EVENTS OF DEFAULT

Any one of the following is an Event of Default:

8.1 Payment Default.

If Borrower fails to pay any of the Obligations within 3 days after their due date. During the additional period the failure to cure the default is not
an Event of Default (but no Credit Extension will be made during the cure period);

8.2 Covenant Default.

If Borrower violates any covenant in Section 7 or does not perform or observe any other material term, condition or covenant in this Agreement, any Loan
Documents, or in any agreement between Borrower and Bank and as to any default under a term, condition or covenant that can be cured, has not cured the default within 10 days after it occurs,
or if the default cannot be cured within 10 days or cannot be cured after Borrower's attempts within 10 day period, and the default may be cured within a reasonable time, then Borrower
has an additional period (of not more than 30 days) to attempt to cure the default. During the additional time, the failure to cure the default is not an Event of Default (but no Credit
Extensions will be made during the cure period);

8.3 Material Adverse Change.

If there (i) occurs a material impairment in the perfection or priority of the Bank's security interest in the Collateral or in the value of such
Collateral which is not covered by adequate insurance or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations.

8.4 Attachment.

If any material portion of Borrower's assets is attached, seized, levied on, or comes into possession of a trustee or receiver and the attachment, seizure or
levy is not removed in 10 days, or if Borrower is enjoined, restrained, or prevented by court order from conducting a material part of its business or if a judgment or other claim becomes a
Lien on a material portion of Borrower's

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assets, or if a notice of lien, levy, or assessment is filed against any of Borrower's assets by any government agency and not paid within 10 days after Borrower receives notice. These are not
Events of Default if stayed or if a bond is posted pending contest by Borrower (but no Credit Extensions will be made during the cure period);

8.5 Insolvency.

If Borrower becomes insolvent or if Borrower begins an Insolvency Proceeding or an Insolvency Proceeding is begun against Borrower and not dismissed or stayed
within 30 days (but no Credit Extensions will be made before any Insolvency Proceeding is dismissed);

8.6 Other Agreements.

If there is a default in any agreement between Borrower and a third party that gives the third party the right to accelerate any Indebtedness exceeding
$100,000 or that could cause a Material Adverse Change;

8.7 Judgments.

If a money judgment(s) in the aggregate of at least $50,000 is rendered against Borrower and is unsatisfied and unstayed for 10 days (but no Credit
Extensions will be made before the judgment is stayed or satisfied); or

8.8 Misrepresentations.

If Borrower or any Person acting for Borrower makes any material misrepresentation or material misstatement now or later in any warranty or representation in
this Agreement or in any writing delivered to Bank or to induce Bank to enter this Agreement or any Loan Document.

9  BANK'S RIGHTS AND REMEDIES

9.1 Rights and Remedies.

When an Event of Default occurs and continues Bank may, without notice or demand, do any or all of the following:

(a) Declare
all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations are immediately due and
payable without any action by Bank);

(b) Stop
advancing money or extending credit for Borrower's benefit under this Agreement or under any other agreement between Borrower and Bank;

(c) Settle
or adjust disputes and claims directly with account debtors for amounts, on terms and in any order that Bank considers advisable;

(d) Make
any payments and do any acts it considers necessary or reasonable to protect its security interest in the Collateral. Borrower will assemble the Collateral if
Bank requires and make it available as Bank designates. Bank may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest,
or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Bank a license to enter and occupy any of its premises, without
charge, to exercise any of Bank's rights or remedies;

(e) Apply
to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) any amount held by Bank owing to or for the credit or the account
of Borrower;

(f)  Ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is granted a
non-exclusive, royalty-free license or other right to use, without charge, Borrower's labels, Patents, Copyrights, Mask Works, rights of use of any name,

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trade secrets, trade names, Trademarks, service marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling
any Collateral and, in connection with Bank's exercise of its rights under this Section, Borrower's rights under all licenses and all franchise agreements inure to Bank's benefit; and

(g) Dispose
of the Collateral according to the Code.

9.2 Power of Attorney.

Effective only when an Event of Default occurs and continues, Borrower irrevocably appoints Bank as its lawful attorney to: (i) endorse Borrower's name
on any checks or other forms of payment or security; (ii) sign Borrower's name on any invoice or bill of lading for any Account or drafts against account debtors, (iii) make, settle, and
adjust all claims under Borrower's insurance policies; (iv) settle and adjust disputes and claims about the Accounts directly with account debtors, for amounts and on terms Bank determines
reasonable; and (v) transfer the Collateral into the name of Bank or a third party as the Code permits. Bank may exercise the power of attorney to sign Borrower's name on any documents
necessary to perfect or continue the perfection of any security interest regardless of whether an Event of Default has occurred. Bank's appointment as Borrower's attorney in fact, and all of Bank's
rights and powers, coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and Bank's obligation to provide Credit Extensions terminates.

9.3 Accounts Collection.

When an Event of Default occurs and continues, Bank may notify any Person owing Borrower money of Bank's security interest in the funds and verify the amount
of the Account. Borrower must collect all payments in trust for Bank and, if requested by Bank, immediately deliver the payments to Bank in the form received from the account debtor, with proper
endorsements for deposit.

9.4 Bank Expenses.

If Borrower fails to pay any amount or furnish any required proof of payment to third persons, Bank may make all or part of the payment or obtain insurance
policies required in Section 6.5, and take any action under the policies Bank deems prudent. Any amounts paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the
then applicable rate and secured by the Collateral. No payments by Bank are deemed an agreement to make similar payments in the future
or Bank's waiver of any Event of Default. Pursuant to ORS 746.201, following is a statutory notice regarding insurance coverage:

WARNING



PAGE 10 - LOAN AND SECURITY AGREEMENT

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9.5 Bank's Liability for Collateral.

If Bank complies with reasonable banking practices and Section 9-207 of the Code, it is not liable for: (a) the safekeeping of the
Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other
person. Borrower bears all risk of loss, damage or destruction of the Collateral.

9.6 Remedies Cumulative.

Bank's rights and remedies under this Agreement, the Loan Documents, and all other agreements are cumulative. Bank has all rights and remedies provided under
the Code, by law, or in equity. Bank's exercise of one right or remedy is not an election, and Bank's waiver of any Event of Default is not a continuing waiver. Bank's delay is not a waiver, election,
or acquiescence. No waiver is effective unless signed by Bank and then is only effective for the specific instance and purpose for which it was given.

9.7 Demand Waiver.

Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise,
settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable.

10  NOTICES

All notices or demands by any party about this Agreement or any other related agreement must be in writing and be personally delivered or sent by an overnight
delivery service, by certified mail, postage prepaid, return receipt requested, or by telefacsimile to the addresses set forth at the
beginning of this Agreement. A party may change its notice address by giving the other party written notice.

11  CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER

Oregon law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Bank each submit to the exclusive jurisdiction of the
State and Federal courts in Multnomah County, Oregon.

BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY CONTEMPLATED
TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH
ITS COUNSEL.

UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY THE BANK AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT
FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY US TO BE ENFORCEABLE.

12  GENERAL PROVISIONS

12.1 Successors and Assigns.

This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign this Agreement or any rights under
it without Bank's prior written consent which may be granted or withheld in Bank's discretion. Bank has the right, without the

PAGE 11 - LOAN AND SECURITY AGREEMENT

---

consent of or notice to Borrower, to sell, transfer, negotiate, or grant participation in all or any part of, or any interest in, Bank's obligations, rights and benefits under this Agreement.

12.2 Indemnification.

Borrower will indemnify, defend and hold harmless Bank and its officers, employees, and agents against: (a) all obligations, demands, claims, and
liabilities asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (b) all losses or Bank Expenses incurred, or paid by Bank from, following, or
consequential to transactions between Bank and Borrower (including reasonable attorneys fees and expenses), except for losses caused by Bank's gross negligence or willful misconduct.

12.3 Time of Essence.

Time is of the essence for the performance of all obligations in this Agreement.

12.4 Severability of Provision.

Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

12.5 Amendments in Writing, Integration.

All amendments to this Agreement must be in writing and signed by Borrower and Bank. This Agreement represents the entire agreement about this subject matter,
and supersedes prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement
merge into this Agreement and the Loan Documents.

12.6 Counterparts.

This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, are
an original, and all taken together, constitute one Agreement.

12.7 Survival.

All covenants, representations and warranties made in this Agreement continue in full force while any Obligations remain outstanding. The obligations of
Borrower in Section 12.2 to indemnify Bank will survive until all statutes of limitations for actions that may be brought against Bank have run.

12.8 Confidentiality.

In handling any confidential information, Bank will exercise the same degree of care that it exercises for its own proprietary information, but disclosure of
information may be made (i) to Bank's subsidiaries or affiliates in connection with their business with Borrower, (ii) to prospective transferees or purchasers of any interest in the
loans, (iii) as required by law, regulation, subpoena, or other order, (iv) as required in connection with Bank's examination or audit and (v) as Bank considers appropriate
exercising remedies under this Agreement. Confidential information does not include information that either: (a) is in the public domain or in Bank's possession when disclosed to Bank, or
becomes part of the public domain after disclosure to Bank; or (b) is disclosed to Bank by a third party, if Bank does not know that the third party is prohibited from disclosing the
information.

PAGE 12 - LOAN AND SECURITY AGREEMENT

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12.9 Attorneys' Fees, Costs and Expenses.

In any action or proceeding between Borrower and Bank arising out of the Loan Documents, the prevailing party will be entitled to recover its reasonable
attorneys' fees and other reasonable costs and expenses incurred, in addition to any other relief to which it may be entitled.

13  DEFINITIONS

13.1 Definitions.

In this Agreement:

"Accounts" are all existing and later arising accounts, contract rights, and other obligations owed Borrower in connection with its
sale or lease of goods (including licensing software and other technology) or provision of services, all credit insurance, guaranties, other security and all merchandise returned or reclaimed by
Borrower and Borrower's Books relating to any of the foregoing.

"Advance" or "Advances" is a loan advance (or advances) under the Committed Revolving
Line.

"Affiliate" of a Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled
by or is under common control with the Person, and each of that Person's senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person's managers
and members.

"Bank Expenses" are all audit fees and expenses and reasonable costs and expenses (including reasonable attorneys' fees and expenses)
for preparing, negotiating, administering, defending and enforcing the Loan Documents (including appeals or Insolvency Proceedings).

"Borrowing Base" is 80% of Eligible Accounts as determined by Bank from Borrower's most recent Borrowing Base Certificate.

"Borrower's Books" are all Borrower's books and records including ledgers, records regarding Borrower's assets or liabilities, the
Collateral, business operations or financial condition and all computer programs or discs or any equipment containing the information.

"Business Day" is any day that is not a Saturday, Sunday or a day on which the Bank is closed.

"Closing Date" is the date of this Agreement.

"Code" is the Oregon Uniform Commercial Code.

"Collateral" is the property described onExhibit A.

"Committed Equipment Line" is an Equipment Advance of up to $5,000,000 (Equipment Advances reduce availability under the Committed
Revolving Line by the principal amount).

"Committed Revolving Line" is an Advance for working capital purposes of up to $5,000,000 (Advances reduce availability under the
Committed Equipment Line by the principal amount).

"Contingent Obligation" is, for any Person, any direct or indirect liability, contingent or not, of that Person for (i) any
indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse
by that Person, or for which that Person is directly or indirectly liable; (ii) any obligations for undrawn letters of credit for the account of that Person; and (iii) all obligations
from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest
rates, currency exchange rates or commodity prices; but "Contingent Obligation" does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the

PAGE 13 - LOAN AND SECURITY AGREEMENT

---

stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person
in good faith; but the amount may not exceed the maximum of the obligations under the guarantee or other support arrangement.

"Copyrights" are all copyright rights, applications or registrations and like protections in each work or authorship or derivative
work, whether published or not (whether or not it is a trade secret) now or later existing, created, acquired or held.

"Credit Extension" is each Advance, Equipment Advance, or any other extension of credit by Bank for Borrower's benefit.

"Debt Service Coverage Ratio" means (i) quarterly earnings before interest, depreciation and amortization, divided by
(ii) 25% of the current maturities of long-term debt, plus interest for the quarter.

"Eligible Accounts" are Accounts in the ordinary course of Borrower's business that meet all Borrower's representations and warranties
in Section 5.2; but Bank may change eligibility standards by giving Borrower notice. Unless Bank agrees otherwise in writing, Eligible Accounts will not include:

(a) Accounts
that the account debtor has not paid within 90 days of invoice date;

(b) Accounts
for an account debtor, 50% or more of whose Accounts have not been paid within 90 days of invoice date;

(c) Credit
balances over 90 days from invoice date;

(d) Accounts
for an account debtor, including Affiliates, whose total obligations to Borrower exceed 25% of all Accounts, for the amounts that exceed that percentage,
unless the Bank approves in writing;

(e) Accounts
for which the account debtor does not have its principal place of business in the United States;

(f)  Accounts
for which the account debtor is a federal, state or local government entity or any department, agency, or instrumentality;

(g) Accounts
for which Borrower owes the account debtor, but only up to the amount owed (sometimes called "contra" accounts, accounts payable, customer deposits or
credit accounts);

(h) Accounts
for demonstration or promotional equipment, or in which goods are consigned, sales guaranteed, sale or return, sale on approval, bill and hold, or other
terms if account debtor's payment may be conditional;

(i)  Accounts
for which the account debtor is Borrower's Affiliate, officer, employee, or agent;

(j)  Accounts
in which the account debtor disputes liability or makes any claim and Bank believes there may be a basis for dispute (but only up to the disputed or
claimed amount), or if the Account Debtor is subject to an Insolvency Proceeding, or becomes insolvent, or goes out of business;

(k) Accounts
for which Bank reasonably determines collection to be doubtful.

"Eligible Equipment" is general purpose computer equipment, office equipment, test and laboratory equipment, furnishings, and, subject
to the limitations set forth below, Other Equipment that complies with all of Borrower's representations and warranties to Bank and which is acceptable to Bank in all respects. All Equipment financed
with the proceeds of Equipment Advances may be new or used equipment.

PAGE 14 - LOAN AND SECURITY AGREEMENT

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"Equipment" is all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts and
attachments in which Borrower has any interest.

"Equipment Advance" is defined in Section 2.1.2.

"Equipment Availability End Date" is defined in Section 2.1.2.

"ERISA" is the Employment Retirement Income Security Act of 1974, and its regulations.

"Funding Date" is any date on which an Equipment Advance is made to or on account of Borrower.

"GAAP" is generally accepted accounting principles.

"Indebtedness" is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and
other obligations for surety bonds and letters of credit,
(b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations and (d) Contingent Obligations.

"Insolvency Proceeding" are proceedings by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or
insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

"Intellectual Property" is defined in the attached Exhibit A.

"Inventory" is present and future inventory in which Borrower has any interest, including merchandise, raw materials, parts, supplies,
packing and shipping materials, work in process and finished products intended for sale or lease or to be furnished under a contract of service, of every kind and description now or later owned by or
in the custody or possession, actual or constructive, of Borrower, including inventory temporarily out of its custody or possession or in transit and including returns on any accounts or other
proceeds (including insurance proceeds) from the sale or disposition of any of the foregoing and any documents of title.

"Investment" is any beneficial ownership of (including stock, partnership interest or other securities) any Person, or any loan,
advance or capital contribution to any Person.

"Lien" is a mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.

"Loan Documents" are, collectively, this Agreement, any note, or notes or guaranties executed by Borrower or Guarantor, and any other
present or future agreement between Borrower and/or for the benefit of Bank in connection with this Agreement, all as amended, extended or restated.

"Material Adverse Change" is defined in Section 8.3.

"Obligations" are debts, principal, interest, Bank Expenses and other amounts Borrower owes Bank now or later, including cash
management services, letters of credit and foreign exchange contracts, if any and including interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower
assigned to Bank.

"Other Equipment" is leasehold improvements, intangible property such as computer software and transferable software licenses, other
soft costs, including sales tax, freight, and installation expense, equipment specifically designed or manufactured for Borrower, other intangible property, limited use property and other similar
property. Unless otherwise agreed to by Bank: not more than 25% of the Equipment financed with the proceeds of each Equipment Advance shall consist of Other Equipment.

"Patents" are patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues,
extensions and continuations-in-part of the same.

PAGE 15 - LOAN AND SECURITY AGREEMENT

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"Permitted Indebtedness" is:

(a) Borrower's
indebtedness to Bank under this Agreement or any other Loan Document;

(b) Indebtedness
existing on the Closing Date and shown on the Schedule;

(c) Indebtedness
to trade creditors incurred in the ordinary course of business; and

(d) Indebtedness
secured by Permitted Liens.

"Permitted Investments" are:

(a) Investments
shown on the Schedule and existing on the Closing Date; and

(b) (i) marketable
direct obligations issued or unconditionally guaranteed by the United States or its agency or any State maturing within 1 year from
its acquisition, (ii) commercial paper maturing no more than 1 year after its creation and having the highest rating from either Standard & Poor's Corporation or Moody's Investors
Service, Inc., and (iii) Bank's certificates of deposit issued maturing no more than 1 year after issue.

"Permitted Liens" are:

(a) Liens
existing on the Closing Date and shown on the Schedule or arising under this Agreement or other Loan Documents;

(b) Liens
for taxes, fees, assessments or other government charges or levies, either not delinquent or being contested in good faith and for which Borrower maintains
adequate reserves on its Books,ifthey have no priority over any of Bank's security interests;

(c) Purchase
money Liens (i) on Equipment acquired or held by Borrower or its Subsidiaries incurred for financing the acquisition of the Equipment, or
(ii) existing on equipment when acquired,ifthe Lien is confined to the property and improvements and the proceeds of the equipment;

(d) Licenses
or sublicenses granted in the ordinary course of Borrower's business and any interest or title of a licensor or under any license or sublicense, ifthe licenses and sublicenses permit granting Bank a
security interest;

(e) Leases
or subleases granted in the ordinary course of Borrower's business, including in connection with Borrower's leased premises or leased property;

(f)  Liens
incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), butany extension, renewal or replacement Lien must be limited to the property
encumbered by the existing Lien and the principal amount of the
indebtedness may not increase.

"Person" is any individual, sole proprietorship, partnership, limited liability company, joint venture, company association, trust,
unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

"Prime Rate" is Bank's most recently announced "prime rate," even if it is not Bank's lowest rate.

"Quick Assets" is on any date, the Borrower's consolidated, unrestricted cash, cash equivalents, net billed accounts receivable and
investments with maturities of fewer than 12 months determined according to GAAP.

"Responsible Officer" is each of the Chief Executive Officer, the President, the Chief Financial Officer and the Controller of
Borrower.

"Revolving Maturity Date" is November 9, 2001.

"Schedule" is any attached schedule of exceptions.

PAGE 16 - LOAN AND SECURITY AGREEMENT

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"Subsidiary" is for any Person, or any other business entity of which more than 50% of the voting stock or other equity interests is
owned or controlled, directly or indirectly, by the Person or one or more Affiliates of the Person.

"Tangible Net Worth" is, on any date, the consolidated total assets of Borrower and its Subsidiaries minus,(i) any amounts attributable to (a) goodwill, (b)
 intangible items such as unamortized debt discount and expense, Patents,
trade and service marks and names, Copyrights and research and development expenses except prepaid expenses, and (c) reserves not already deducted from assets, and(ii) Total Liabilities.

"Total Liabilities" is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower's consolidated balance
sheet, including all Indebtedness, and current portion Subordinated Debt allowed to be paid, but excluding all other Subordinated Debt.

"Trademarks" are trademark and servicemark rights, registered or not, applications to register and registrations and like protections,
and the entire goodwill of the business of Assignor connected with the trademarks.

|BORROWER:            
|---------------------
|CORILLIAN CORPORATION
|By:                  
|Name:                
|Title:               
|BANK:                
|SILICON VALLEY BANK  
|By:                  
|Name:                
|Title:               

PAGE 17 - LOAN AND SECURITY AGREEMENT

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EXHIBIT A

The
Collateral consists of all of Borrower's right, title and interest in and to the following:

All
goods and equipment now owned or hereafter acquired, including, without limitation, all machinery, fixtures, vehicles (including motor vehicles and trailers), and any interest in
any of the foregoing, and all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing, wherever located;

All
inventory, now owned or hereafter acquired, including, without limitation, all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and
finished products including such inventory as is temporarily out of Borrower's custody or possession or in transit and including any returns upon any accounts or other proceeds, including insurance
proceeds, resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above;

All
contract rights and general intangibles now owned or hereafter acquired, including, without limitation, goodwill, trademarks, servicemarks, trade styles, trade names, patents,
patent applications, leases, license agreements, franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer discs,
computer tapes, literature, reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment of any kind;

All
now existing and hereafter arising accounts, contract rights, royalties, license rights and all other forms of obligations owing to Borrower arising out of the sale or lease of
goods, the licensing of technology or the rendering of services by Borrower, whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as
all merchandise returned to or reclaimed by Borrower;

All
documents, cash, deposit accounts, securities, securities entitlements, securities accounts, investment property, financial assets, letters of credit, certificates of deposit,
instruments and chattel paper now owned or hereafter acquired and Borrower's Books relating to the foregoing;

All
copyright rights, copyright applications, copyright registration and like protections in each work of authorship and derivative work thereof, whether published or unpublished, now
owned or hereafter acquired; all trade secret rights, including all rights to unpatented inventions, know-how, operating manuals, license rights and agreements and confidential
information, now owned or hereafter acquired; all mask work or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired; all claims for damages by way of any
past, present and future infringement of any of the foregoing; and

All
Borrower's Books relating to the foregoing and any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds
thereof.

Borrower
has agreed not to sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of its Intellectual Property, as defined below, without
Bank's prior written consent.

Notwithstanding
the foregoing, the Collateral shall not be deemed to include any (i) software, documentation, manuals or other works of authorship, ideas, inventions,
processes, designs, trademarks, technology, information, and materials created, written or developed by Borrower, either before or after the date of this Agreement; or (ii) any intellectual
property rights associated with such works, including without limitation patents, patent rights, copyrights, trademark rights, trade secret rights, trade dress rights, and all rights to use, execute,
reproduce, display, perform, distribute copies of, modify and prepare derivative works based on such works (collectively, the "Intellectual Property"), except that the Collateral shall include the
proceeds of all the Intellectual Property that are accounts (i.e. accounts receivable) of Borrower, or general intangibles consisting

PAGE 1 - EXHIBIT A

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of rights to payment, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in
such accounts and general intangibles of Borrower that are proceeds of the Intellectual Property, then the Collateral shall automatically, and effective as of the Closing Date, include the
Intellectual Property to the extent necessary to permit perfection of Bank's security interest in such accounts and general intangibles of Borrower that are proceeds of the Intellectual Property.

PAGE 2 - EXHIBIT A

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EXHIBIT B

LOAN PAYMENT/ADVANCE TELEPHONE REQUEST FORM

DEADLINE
FOR SAME DAY PROCESSING IS 3:00 P.M., P.S.T.

|TO: CENTRAL CLIENT SERVICE DIVISION |  | DATE: |  | 
|----------------------------------- |  | ----- |  | 
|                                    |  |       |  | 
|FAX#: (408) 496-2426                |  | TIME: |  | 
|                                    |  |       |  | 

---

|FROM: |  | CORILLIAN CORPORATION 
|----- |  | ----------------------
|      |  |                       
|      |  | CLIENT NAME (BORROWER)

|REQUESTED BY: |  |                         
|------------- |  | ------------------------
|              |  |                         
|              |  | AUTHORIZED SIGNER'S NAME

|AUTHORIZED SIGNATURE: |  | 
|--------------------- |  | 
|                      |  | 

|PHONE NUMBER: |  | 
|------------- |  | 
|              |  | 

|FROM ACCOUNT # |  |  |  | TO ACCOUNT # |  | 
|-------------- |  |  |  | ------------ |  | 
|               |  |  |  |              |  | 

|REQUESTED TRANSACTION TYPE       |  | REQUESTED DOLLAR AMOUNT
|-------------------------------- |  | -----------------------
|PRINCIPAL INCREASE (ADVANCE)     |  | $                      
|                                 |  |                        
|PRINCIPAL PAYMENT (ONLY)         |  | $                      
|                                 |  |                        
|INTEREST PAYMENT (ONLY)          |  | $                      
|                                 |  |                        
|PRINCIPAL AND INTEREST (PAYMENT) |  | $                      
|                                 |  |                        

|OTHER INSTRUCTIONS:                                                                                                                                                                                                                                                                                                                                                                               |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                  |  | 
|                                                                                                                                                                                                                                                                                                                                                                                                 
|All Borrower's representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the telephone request for and Advance confirmed by this
Borrowing Certificate; but those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of that date.
|                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                 

BANK
USE ONLY

TELEPHONE REQUEST:

The following person is authorized to request the loan payment transfer/loan advance on the advance designated account and is known to me.

|                     |  |        
|-------------------- |  | -------
|Authorized Requester |  | Phone #
|                     |  |        
|Received By (Bank)   |  | Phone #

Authorized Signature (Bank)


PAGE 1 - EXHIBIT B

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EXHIBIT C    COMPLIANCE CERTIFICATE

|TO:   |  | SILICON VALLEY BANK  
|----- |  | ---------------------
|      |  | 3003 Tasman Drive    
|      |  | Santa Clara, CA 95054
|FROM: |  | CORILLIAN CORPORATION

The undersigned authorized officer of CORILLIAN CORPORATION ("Borrower") certifies that under the terms and conditions of the Loan and Security Agreement
between Borrower and Bank (the "Agreement"), (i) Borrower is in complete compliance for the period ending             with all required covenants except as noted below and
(ii) all representations and warranties in the Agreement are true and correct in all material respects on this date. Attached are the required documents supporting the certification. The
Officer certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied from one period to the next except as explained in an accompanying
letter or footnotes. The Officer acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and
that compliance is determined not just at the date this certificate is delivered.

Please indicate compliance status by circling Yes/No under "Complies" column.

|Reporting Covenant                       |  | Required                                       |  | Complies
|---------------------------------------- |  | ---------------------------------------------- |  | --------
|Quarterly 10-Q Report                    |  | Quarterly within 5 days of filing & Comp.Cert. |  | Yes     
|Annual (Audited) Financial Statement     |  | FYE within 120 days                            |  | Yes     
|Annual 10-K Report & Comp. Cert.         |  | Annually within 5 days of filing               |  | Yes     
|Deferred Revenue Listing                 |  | Monthly within 20 days of month-end            |  | Yes     
|All SEC filings other than 10-Q and 10-K |  | Within 5 days of filing                        |  | Yes     
|A/R & A/P Agings1                        |  | Monthly within 20 days                         |  | Yes     
|A/R Audit2                               |  | Annual                                         |  | Yes     
|Borrowing Base Certificate1              |  | Monthly within 20 days                         |  | Yes     

|Financial Covenants                  |  | Required |            | Actual |       | Complies
|------------------------------------ |  | -------- | ---------- | ------ | ----- | --------
|Maintain on a Quarterly Basis:       |  |          |            |        |       |         
|Tangible Net Worth:                  |  | $        | 30,000,000 |        |       |         
|Minimum Adjusted Quick Ratio3        |  |          | 2.00:1.00  |        | :1.00 |         
|Minimum Debt Service Coverage Ratio3 |  |          | 2.00:1.00  |        | :1.00 |         

---

PAGE
1  EXHIBIT C

PAGE 1 - EXHIBIT C

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|Comments Regarding Exceptions:See Attached. |  | 
|------------------------------------------- |  | 
|Sincerely,                                  |  | 
|CORILLIAN CORPORATION                       |  | 
|                                            |  | 
|SIGNATURE                                   |  | 
|                                            |  | 
|TITLE                                       |  | 
|                                            |  | 
|DATE                                        |  | 
|BANK USE ONLY                               |  | 
|Received by:                                |  | 
|                                            |  | 
|AUTHORIZED SIGNER                           |  | 
|Date:                                       |  | 
|                                            |  | 
|Verified:                                   |  | 
|                                            |  | 
|AUTHORIZED SIGNER                           |  | 
|Date:                                       |  | 
|                                            |  | 
|Compliance Status: Yes No                   |  | 

PAGE 2 - EXHIBIT C

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EXHIBIT D        BORROWING BASE CERTIFICATE

|Borrower: |  | Corillian Corporation |  | Lender: |  | Silicon Valley Bank
3003 Tasman Drive
Santa Clara, CA 95054
|--------- |  | --------------------- |  | ------- |  | -----------------------------------------------------------

Commitment Amount: $5,000,000

|ACCOUNTS RECEIVABLE                                  |  |                                                   | 
|---------------------------------------------------- |  | ------------------------------------------------- | 
|1.                                                   |  | Accounts Receivable Book Value as of _____        | 
|2.                                                   |  | Additions (please explain on reverse)             | 
|3.                                                   |  | TOTAL ACCOUNTS RECEIVABLE                         | 
|ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication) |  |                                                   | 
|4.                                                   |  | Amounts over 90 days due                          | 
|5.                                                   |  | Balance of 50% over 90 day accounts               | 
|6.                                                   |  | Credit balances                                   | 
|7.                                                   |  | Concentration Limits                              | 
|8.                                                   |  | Foreign Accounts                                  | 
|9.                                                   |  | Governmental Accounts                             | 
|10.                                                  |  | Contra Accounts                                   | 
|11.                                                  |  | Promotion or Demo Accounts                        | 
|12.                                                  |  | Intercompany/Employee Accounts                    | 
|13.                                                  |  | Other (please explain on reverse)                 | 
|14.                                                  |  | TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS              | 
|15.                                                  |  | Eligible Accounts (#3 minus #14)                  | 
|16.                                                  |  | LOAN VALUE OF ACCOUNTS (80% of #15)               | 
|BALANCES                                             |  |                                                   | 
|17.                                                  |  | Maximum Loan Amount                               | 
|18.                                                  |  | Total Funds Available [Lesser of #17 or #16, less | 
|                                                     |  | Equipment Advances outstanding]                   | 
|19.                                                  |  | Present balance owing on Line of Credit           | 
|20.                                                  |  | RESERVE POSITION (#18 minus #19)                  | 

The undersigned represents and warrants that this is true, complete and correct, and that the information in this Borrowing Base Certificate complies with the
representations and warranties in the Loan and Security Agreement between the undersigned and Silicon Valley Bank.

|COMMENTS:            
|---------------------
|Corillian Corporation
|By:                  

|BANK USE ONLY
|-------------
|Rec'd By:    
|Date:        
|Verified:    

PAGE 1 - EXHIBIT D

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|Date: | 
|----- | 

PAGE 2 - EXHIBIT D

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SCHEDULE

Schedule for Section 5.3

Schedule for Section 5.7

PAGE 1 - SCHEDULE

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LOAN MODIFICATION AGREEMENT

This Loan Modification Agreement is entered into as of December 26, 2000, by and between Corillian Corporation ("Borrower") and Silicon Valley Bank
("Bank").

1.  DESCRIPTION
OF EXISTING INDEBTEDNESS:  Among other indebtedness which may be owing by Borrower to Bank, Borrower is
indebted to Bank pursuant to, among other documents, a Loan and Security Agreement, dated November 9, 2000, as may be amended from time to time, (the "Loan Agreement"). The Loan Agreement
provided for, among other things, a Committed Revolving Line in the original principal amount of Five Million Dollars ($5,000,000). Defined terms used but not otherwise defined herein shall have the
same meanings as in the Loan Agreement.

Hereinafter,
all indebtedness owing by Borrower to Bank shall be referred to as the "Indebtedness."

2.  DESCRIPTION
OF COLLATERAL.  Repayment of the Indebtedness is secured by the Collateral as described in the Loan
Agreement. In addition, Borrower has agreed not to encumber any of its Intellectual Property pursuant to that certain Negative Pledge Agreement, dated November 9, 2000.

Hereinafter,
the above-described security documents and guaranties, together with all other documents securing repayment of the Indebtedness shall be referred to as the "Security Documents".
Hereinafter, the Security Documents, together with all other documents evidencing or securing the Indebtedness shall be referred to as the "Existing Loan Documents".



4.  CONSISTENT
CHANGES.  The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described
above.

5.  NO
DEFENSES OF BORROWER.  Borrower (and each guarantor and pledgor signing below) agrees that, as of the date hereof, it
has no defenses against the obligations to pay any amounts under the Indebtedness.

6.  CONTINUING
VALIDITY.  Borrower (and each guarantor and pledgor signing below) understands and agrees that in modifying
the existing Indebtedness, Bank is relying upon Borrower's representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan
Modification Agreement, the terms

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of the Existing Loan Documents remain unchanged and in full force and effect. Bank's agreement to modifications to the existing Indebtedness pursuant to this Loan Modification Agreement in no way
shall obligate Bank to make any future modifications to the Indebtedness. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Indebtedness. It is the intention of Bank
and Borrower to retain as liable parties all makers and endorsers of Existing Loan Documents, unless the party is expressly released by Bank in writing. Unless expressly released herein, no maker,
endorser, or guarantor will be released by virtue of this Loan Modification Agreement. The terms of this paragraph apply not only to this Loan Modification Agreement, but also to all subsequent loan
modification agreements.

This
Loan Modification Agreement is executed as of the date first written above.

|BORROWER:             |  | BANK               
|--------------------- |  | -------------------
|CORILLIAN CORPORATION |  | SILICON VALLEY BANK
|By:                   |  |                    
|Name:                 |  |                    
|Title:                |  |                    

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[LOGO]SILICON VALLEY BANK

PRO FORMA INVOICE FOR LOAN CHARGES

|BORROWER:     |  | CORILLIAN CORPORATION |  |        
|------------- |  | --------------------- |  | -------
|LOAN OFFICER: |  | Ron Sherman           |  |        
|DATE:         |  | December 26, 2000     |  |        
|              |  | Documentation Fee     |  | 250.00 
|              |  | TOTAL FEE DUE         |  | $250.00
|              |  |                       |  |        

Please indicate the method of payment:

{  }

A check for the total amount is attached.{  }

Debit DDA #  for the total amount.{  }

Loan proceeds


|                            |  |       
|--------------------------- |  | ------
|Borrower                    |  | (Date)
|                            |  |       
|Silicon Valley Bank         |  | (Date)
|Account Officer's Signature |  |       

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