DIGITAL INSIGHT CORP, S-4, 2000-01-10

DIGITAL INSIGHT CORP
S-4, 2000-01-10
BUSINESS SERVICES, NEC

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As submitted to the Securities and Exchange Commission on January 10, 2000
Registration No. 0-27459

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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933

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DIGITAL INSIGHT CORPORATION
(Exact name of Registrant as specified in its charter)

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<S> <C> <C>
Delaware 7375 77-0493142
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

26025 Mureau Road
Calabasas, California 91302
(818) 871-0000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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John Dorman
Chairman, President and Chief Executive Officer
26025 Mureau Road
Calabasas, CA 91302
(818) 871-0000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
<TABLE>
<S> <C>
Steve L. Camahort, Esq. Ward S. Bondurant, Esq.
Shelly R. Dolev, Esq. Lauren Z. Burnham, Esq.
Joseph Pierce, Esq. Bruce D. Wanamaker, Esq.
Wilson Sonsini Goodrich & Rosati Morris, Manning & Martin, L.L.P.
Professional Corporation 1600 Atlanta Financial Center
650 Page Mill Road 3343 Peachtree Road, NE
Palo Alto, CA 94304 Atlanta, GA 30326
(650) 493-9300 (404) 233-7000
</TABLE>
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Approximate date of commencement of proposed sale to the public: Upon
consummation of the nFront merger described herein.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

CALCULATION OF REGISTRATION FEE
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<CAPTION>
===========================================================================================================
Proposed Maximum
Proposed Maximum Aggregate
Title of Each Class of Securities Amount to be Offering Price Offering Amount of
to be Registered Registered(1) Per Share(2) Price(2) Registration Fee(3)
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<S> <C> <C> <C> <C>
Common Stock $0.001 par value.... 8,871,339 shares $32.38 $287,284,293.90 $22,385.73
===========================================================================================================
</TABLE>
(1) Represents the number of shares of common stock of Registrant that may be
issued to shareholders of nFront Inc., a Georgia corporation, pursuant to
the merger, assuming the exercise of all options to purchase nFront common
stock and rights to purchase nFront common stock under nFront's Employee
Stock Purchase Plan.
(2) Estimated solely for purposes of calculating the registration fee required
by the Securities Act of 1933, as amended, and computed pursuant to Rules
457(f)(1) and (c) under the Securities Act based on the average of the high
and low per share prices of common stock of nFront as reported on the Nasdaq
Securities Market on January 5, 2000 divided by the exchange ratio of 0.579.
(3) Pursuant to Rule 457(b) under the Securities Act, $53,457.32 of the
registration fee is offset by the filing fee in the same amount previously
paid by Registrant in connection with the filing of preliminary proxy
materials on Schedule 14A on December 17, 1999. Accordingly, a
registration fee of $22,385.73 is being paid herewith.
---------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

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- -------------------------------------------------------------------------------
<PAGE>

[LOGO OF DIGITAL INSIGHT]

To Our Stockholders:

You are cordially invited to attend the special meeting of stockholders of
Digital Insight Corporation to be held at the principal executive offices of
Digital Insight at 26025 Mureau Road, Calabasas, California 91302 on February
10, 2000 at 9:00 a.m., Pacific time.

The proposals expected to be acted upon at the meeting relate to the
issuance of Digital Insight shares of common stock in connection with a merger
that will cause nFront to become a subsidiary of Digital Insight and an
amendment to the 1999 Stock Plan to increase the number of shares of common
stock reserved for issuance under the plan. They are described in detail in
the attached notice of special meeting of stockholders and proxy
statement/prospectus.

Following the nFront merger, the board of directors of Digital Insight will
consist of seven people. Two current members of nFront's board of directors
reasonably acceptable to Digital Insight will be appointed by Digital Insight
to be Class I directors, Paul Fiore and John Jarve will remain Class II
directors, and John Dorman, James McGuire and Robert North will remain Class
III directors. In addition, the principal officers of Digital Insight
following the merger will be John Dorman as Chairman and Chief Executive
Officer and Brady "Tripp" Rackley III, currently the Chief Executive Officer
of nFront, as President.

After careful consideration, your board of directors has approved the
merger that will cause nFront to become a subsidiary of Digital Insight, and
the transactions related thereto, and has determined it to be fair to and in
the best interests of Digital Insight and its stockholders. Your board of
directors unanimously recommends a vote FOR the issuance of Digital Insight
shares in the merger and FOR each of the other proposals on which you may
vote.

It is important that you use this opportunity to take part in the affairs
of Digital Insight by voting on the business to come before this meeting.
Whether or not you expect to attend the meeting, please complete, date, sign
and promptly return the accompanying proxy in the enclosed postage paid
envelope so that your shares may be represented at the meeting. YOUR VOTE IS
VERY IMPORTANT. Returning the proxy does not deprive you of your right to
attend the meeting and to vote your shares in person.

Sincerely,
John Dorman
Chairman, President and Chief
Executive Officer

This proxy statement/prospectus is dated January 12, 2000 and was first mailed
to stockholders on or about January 12, 2000
<PAGE>

Digital Insight Corporation
26025 Mureau Road
Calabasas, CA 91302
(818) 871-0000

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD February 10, 2000 AT 9:00 A.M.

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

To Our Stockholders:

A special meeting of stockholders of Digital Insight Corporation will be
held at the executive offices of Digital Insight located at 26025 Mureau Road,
Calabasas, California 91302 on Thursday, February 10, 2000 at 9:00 a.m.,
Pacific time, for the following purposes:

1. To approve the issuance of shares of Digital Insight common stock in
the merger of a wholly owned subsidiary of Digital Insight with and into
nFront, Inc. as contemplated by the Agreement and Plan of Merger and
Reorganization dated as of November 21, 1999, among Digital Insight, Black
Transitory Corporation and nFront as amended by Amendment No. 1 to the
Agreement and Plan of Merger and Reorganization dated January 6, 2000.
Digital Insight will issue 0.579 shares of its common stock in exchange for
each share of outstanding nFront common stock.

2. To approve an amendment to the 1999 Stock Plan to increase the number
of shares of common stock reserved for issuance under the plan from
1,500,000 to 2,500,000 shares.

3. To transact any other business that properly comes before the special
meeting or any adjournments or postponements thereof.

The accompanying proxy statement/prospectus describes the proposed merger
and other proposals in more detail. We encourage you to read the entire
document carefully.

We have fixed the close of business on January 6, 2000 as the record date
for the determination of our stockholders entitled to vote at this meeting.

By Order of the Board of Directors
Kevin McDonnell
Chief Financial Officer, Treasurer
and Secretary

Calabasas, California
January 12, 2000

To assure that your shares are represented at the meeting, please complete,
date and sign the enclosed proxy and mail it promptly in the postage-paid
envelope provided, whether or not you plan to attend the meeting. You can
revoke your proxy at any time before it is voted.

<PAGE>

[LOGO OF nFront]

To Our Shareholders:

nFront, Inc.'s board of directors has unanimously approved a merger which
will result in the acquisition of nFront by Digital Insight Corporation, a
publicly-traded company headquartered in Calabasas, California.

In the merger, each share of nFront common stock will be exchanged for
0.579 shares of Digital Insight common stock.

Digital Insight common stock is traded on the Nasdaq Stock Market under the
symbol "DGIN," and on January 6, 2000, Digital Insight common stock closed at
$33.25 per share.

The merger cannot be completed unless the holders of a majority of nFront's
common stock approve the merger agreement and the merger. Only shareholders
who hold shares of nFront at the close of business on January 6, 2000, will be
entitled to vote at the special meeting.

After careful consideration, your board of directors unanimously determined
the merger is in your best interests, unanimously approved the merger
agreement and unanimously recommends its adoption by you.

This proxy statement/prospectus provides you with detailed information
concerning Digital Insight, nFront and the merger. Please give all of the
information contained in the proxy statement/prospectus your careful
attention. In particular, you should carefully consider the discussion in the
section entitled "Risk Factors" on page 17 of this proxy statement/prospectus.

The special meeting of nFront shareholders will be held on February 10,
2000 at 11:00 a.m. Eastern Standard time at the Norcross Marriott Hotel, 475
Technology Parkway, Norcross, Georgia 30092.

Please use this opportunity to take part in the affairs of nFront by voting
on the adoption of the merger agreement. Whether or not you plan to attend the
meeting, please complete, sign, date and return the accompanying proxy in the
enclosed self-addressed stamped envelope. Returning the proxy does NOT deprive
you of your right to attend the meeting and to vote your shares in person.
YOUR VOTE IS VERY IMPORTANT.

We appreciate your interest in nFront and consideration of this matter.

Brady L. "Tripp" Rackley III
Chairman of the Board of Directors
and Chief Executive Officer
nFront, Inc.
<PAGE>

nFront, Inc.
520 Guthridge Court, N.W., Suite 100
Norcross, Georgia 30092
(770) 209-4460

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 10, 2000 AT 11:00 a.m.

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

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the Special Meeting of Shareholders of nFront,
Inc. ("nFront") will be held on Thursday, February 10, 2000, at 11:00 a.m. at
the Norcross Marriott Hotel, 475 Technology Parkway, Norcross, Georgia 30092
(the "Special Meeting"), to:

1. Consider and vote on the proposed merger of a wholly owned subsidiary
of Digital Insight Corporation with and into nFront which will cause nFront
to become a wholly owned subsidiary of Digital Insight, as contemplated by
the Agreement and Plan of Merger and Reorganization dated as of
November 21, 1999, among Digital Insight, Black Transitory Corporation and
nFront as amended by Amendment No. 1 to the Agreement and Plan of Merger
and Reorganization dated January 6, 2000. In the merger, Digital Insight
will issue 0.579 shares of its common stock in exchange for each
outstanding share of nFront common stock.

2. Transact such other business as may properly come before the Special
Meeting or any adjournment thereof.

The accompanying proxy statement/prospectus describes the proposed merger
in more detail. You are encouraged to read the entire document carefully.

The board of directors has fixed the close of business on January 6, 2000,
as the record date for the determination of shareholders entitled to notice
of, and to vote at, the meeting.

By Order of the Board of Directors,
Brady L. "Tripp" Rackley III
Chairman of the Board of Directors
and
Chief Executive Officer

January 12, 2000
Atlanta, Georgia

Regardless of whether you expect to be present at the meeting, please mark,
date and sign the enclosed proxy and return it in the envelope which has been
provided. No postage is required for mailing in the United States. In the
event you are able to attend the meeting, you may revoke your proxy and vote
your shares in person.

Neither the Securities and Exchange Commission nor any State Securities
Commission has Approved or Disapproved of These Securities or Passed Upon the
Adequacy or Accuracy of This Proxy Statement/Prospectus. Any Representation to
the Contrary is a Criminal Offense.

This proxy statement/prospectus is dated January 12, 2000 and was first
mailed to shareholders on or about January 12, 2000.
<PAGE>

TABLE OF CONTENTS

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Page
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QUESTIONS AND ANSWERS FOR DIGITAL INSIGHT STOCKHOLDERS AND nFRONT
SHAREHOLDERS............................................................. 1

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS................................. 3
The Companies........................................................... 3
Summary of the nFront Merger............................................ 3

SELECTED HISTORICAL AND SELECTED UNAUDITED PRO FORMA COMBINED FINANCIAL
DATA..................................................................... 11
Digital Insight's Selected Historical Financial Data.................... 11
nFront's Selected Historical Financial Data............................. 13
Selected Unaudited Pro Forma Combined Financial Data.................... 15
Selected Comparative Historical And Unaudited Pro Forma Per Share Data.. 16

RISK FACTORS.............................................................. 17

THE DIGITAL INSIGHT MEETING............................................... 28

THE nFRONT MEETING........................................................ 30

THE nFRONT MERGER......................................................... 33
Background of the nFront Merger and Related Agreements.................. 33
Digital Insight's Reasons for the Merger................................ 36
Recommendation of Digital Insight's Board of Directors.................. 37
nFront's Reasons for the nFront Merger.................................. 37
Recommendation of nFront's Board of Directors........................... 39
Opinion of Digital Insight's Financial Advisor.......................... 39
Opinion of nFront's Financial Advisor................................... 45
Interests of Certain Directors, Officers and Affiliates in the Merger... 50
Completion and Effectiveness of the Merger.............................. 51
Structure of the Merger and Conversion of nFront Common Stock........... 51
Exchange of nFront Stock Certificates for Digital Insight Stock
Certificates........................................................... 51
No Dividends............................................................ 51
Material United States Federal Income Tax Considerations of the nFront
Merger................................................................. 52
Accounting Treatment of the Merger...................................... 53
Regulatory Filings and Approvals Required to Complete the Merger........ 53
Restrictions on Sales of Shares by Affiliates........................... 53
Listing on the Nasdaq Stock Market of Digital Insight Common Stock to be
Issued in the Merger................................................... 54
Delisting and Deregistration of nFront Common Stock After the Merger.... 54

THE nFRONT MERGER AGREEMENT............................................... 55
Representations and Warranties.......................................... 55
nFront's Conduct of Business Before Completion of the Merger............ 57
Digital Insight's Conduct of Business Before Completion of the Merger... 57
No Other Negotiations Involving nFront; Solicitation By nFront.......... 58
nFront's Employee Benefit Plans......................................... 60
Treatment of nFront Stock Options ...................................... 60
Conditions to Completion of the Merger.................................. 60
Termination of the Merger Agreement..................................... 62
Payment of Termination Fees............................................. 63
Extension, Waiver and Amendment of the Merger Agreement................. 64
</TABLE>

i
<PAGE>

TABLE OF CONTENTS--(Continued)

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Page
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AGREEMENTS RELATED TO THE MERGER......................................... 65
Digital Insight Stockholders' Voting Agreements........................ 65
nFront Shareholders' Voting Agreement.................................. 65
Affiliate Agreements................................................... 66
Employment Agreements.................................................. 66

COMPARATIVE PER SHARE MARKET PRICE DATA.................................. 68

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS.............. 69

NOTES TO UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS............... 76

COMPARISON OF RIGHTS OF HOLDERS OF nFRONT COMMON STOCK AND DIGITAL
INSIGHT COMMON STOCK.................................................... 77

CERTAIN INFORMATION REGARDING DIGITAL INSIGHT............................ 89
Forward-Looking Statements............................................. 89
Digital Insight's Business............................................. 89

DIGITAL INSIGHT MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS..................................... 100
Forward-Looking Statements............................................. 100
Overview............................................................... 100
Results of Operations.................................................. 101
Provision for Income Taxes............................................. 103
Liquidity and Capital Resources........................................ 103
Impact of Year 2000.................................................... 104

DIGITAL INSIGHT MANAGEMENT............................................... 107
Executive Officers and Directors....................................... 107
Board Composition...................................................... 108
Board Committees....................................................... 109
Director Compensation.................................................. 109
Compensation Committee Interlocks and Insider Participation............ 109
Executive Compensation................................................. 110
Option Grants in Last Fiscal Year...................................... 111
Option Exercises and Holdings.......................................... 112
Employment and Change of Control Agreements............................ 112
Limitation of Liability and Indemnification Matters.................... 112

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF DIGITAL
INSIGHT................................................................. 114

DIGITAL INSIGHT RELATED PARTY TRANSACTIONS............................... 116
Reorganization......................................................... 116
Equity Transactions.................................................... 117
Stock Purchase Rights.................................................. 117
Other Transactions..................................................... 118

CERTAIN INFORMATION REGARDING nFRONT..................................... 119
Forward-Looking Statements............................................. 119
nFront's Business...................................................... 119
Products and Services.................................................. 120
Internet Banking Data Center........................................... 122
Strategic Marketing Alliances.......................................... 122
Sales.................................................................. 123
</TABLE>

ii
<PAGE>

TABLE OF CONTENTS--(Continued)

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Marketing.............................................................. 124
Product Development.................................................... 124
Client Banks........................................................... 124
Competition............................................................ 125
Government Regulation.................................................. 125
Intellectual Property.................................................. 126
Employees.............................................................. 127
Facilities............................................................. 127
Legal Proceedings...................................................... 127

nFRONT'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS................................................... 128
Overview............................................................... 128
Results of Operations.................................................. 130
Liquidity and Capital Resources........................................ 135
Recent Accounting Pronouncements....................................... 137
Impact of Year 2000 Computer Issues.................................... 137
Quantitative and Qualitative Disclosures About Market Risk............. 138

EXECUTIVE OFFICERS AND DIRECTORS OF nFRONT JOINING DIGITAL INSIGHT....... 139
Terms of Directors and Executive Officers.............................. 139
Committees of the Board of Directors................................... 140
Compensation of Directors.............................................. 140
Executive Compensation................................................. 140
Stock Option and Other Compensation Plans.............................. 142
Employment Agreements.................................................. 143
Limitation of Liability and Indemnification of Officers and Directors.. 143
Compensation Committee Interlocks and Insider Participation............ 143

SECURITY OWNERSHIP OF CERTAIN nFRONT BENEFICIAL OWNERS AND MANAGEMENT.... 144

nFRONT'S RELATED PARTY TRANSACTIONS...................................... 146

ADDITIONAL MATTERS BEING SUBMITTED TO A VOTE OF ONLY DIGITAL INSIGHT
STOCKHOLDERS............................................................ 147
Digital Insight's 1999 Stock Plan...................................... 147

LEGAL OPINION............................................................ 149

EXPERTS.................................................................. 149

STOCKHOLDER PROPOSALS.................................................... 149

WHERE YOU CAN FIND MORE INFORMATION...................................... 150

INDEX TO FINANCIAL STATEMENTS............................................ F-1

ANNEX A The nFront merger agreement...................................... A-1

ANNEX AA Amendment No. 1, to the nFront merger agreement................. AA-1

ANNEX B Opinion of Digital Insight Financial Advisor..................... B-1

ANNEX C Opinion of nFront Financial Advisor.............................. C-1
</TABLE>

iii
<PAGE>

QUESTIONS AND ANSWERS FOR DIGITAL INSIGHT STOCKHOLDERS AND nFRONT SHAREHOLDERS

Q: What is the nFront merger? (See page 33)

A: The board of directors of Digital Insight and nFront have voted to merge
a wholly owned subsidiary of Digital Insight with and into nFront, resulting
in nFront becoming a wholly owned subsidiary of Digital Insight. After the
merger, the current stockholders of Digital Insight will own 64.2% of Digital
Insight and the former shareholders of nFront will own 35.8% of Digital
Insight.

Q: What will nFront common shareholders receive in the merger?

A: When the nFront merger is completed, holders of nFront common stock will
receive 0.579 shares of Digital Insight common stock in exchange for each
share of nFront common stock. No fractional shares will be issued. nFront
common shareholders will receive cash, based on the average closing prices as
reported on Nasdaq, of Digital Insight common stock for the five trading days
immediately preceding the last full trading day prior to the effective date of
the merger, instead of any fractional share.

Holders of options or warrants to purchase shares of nFront common stock
will hold options or warrants as appropriate to purchase shares of Digital
Insight common stock after completion of the merger.

Q: Does the board of directors of Digital Insight recommend voting in favor
of the issue of Digital Insight shares in the nFront merger?

A: Yes. After careful consideration, Digital Insight's board of directors
unanimously recommends that its stockholders vote in favor of the issuance of
shares of Digital Insight common stock to the shareholders of nFront in the
merger.

Q: Does the board of directors of nFront recommend voting in favor of the
nFront merger?

A: Yes. After careful consideration, nFront's board of directors
unanimously recommends that its stockholders vote in favor of the nFront
merger agreement and the proposed merger.

Q: Are there risks I should consider in deciding whether to vote for the
nFront merger?

A: Yes. In evaluating the nFront merger, you should carefully consider the
factors discussed in the section entitled "Risk Factors" on page 17.

Q: What do I need to do now?

A: Mail your signed proxy card in the enclosed return envelope as soon as
possible so that your shares may be represented at your meeting. If you do not
include instructions on how to vote your properly signed proxy, your shares
will be voted "FOR" approval of the nFront merger.

nFront shareholders, please do not send your nFront stock certificates at
this time.

Q: If my shares are held in "street name" by my broker, will my broker vote
my shares for me?

A: Your broker will vote your shares only if you provide instructions on
how to vote by following the information provided to you by your broker.

Q: What do I do if I want to change my vote? (See page 29)

A: If you want to change your vote, send the secretary of Digital Insight
or nFront, as relevant, a later-dated, signed proxy card before your meeting
or attend the meeting in person. You may also revoke your proxy by sending
written notice to the relevant secretary before the meeting. If you have
signed a shareholder or stockholder voting agreement, you may not revoke your
proxy.

Q: As a nFront shareholder, should I send in my nFront stock certificates
now?

A: No. After the merger is completed, Digital Insight will send you written
instructions for exchanging your nFront stock certificates for Digital Insight
stock certificates.

Q: When do you expect the nFront merger to be completed? (See page 51)

A: Digital Insight and nFront are working toward completing the nFront
merger as quickly as possible. We hope to complete the merger during the first
calendar quarter of 2000.

Q: Will I recognize an income tax gain or loss on the nFront merger?

A: For both Digital Insight stockholders and nFront shareholders, we expect
that if the nFront merger is completed, you will not recognize gain or loss
for United States federal income tax purposes in connection with the merger,
except that nFront

1
<PAGE>

shareholders will recognize gain or loss with respect to cash received instead
of fractional shares. However, all shareholders and stockholders are urged to
consult their own tax advisor to determine their particular tax consequences.

Q: Am I entitled to dissenters' or appraisal rights? (See page 31)

A: No.

Q: Whom should I call with questions?

A: Digital Insight stockholders should call Tae Rhee, Legal Counsel, at
(818) 871-0000, extension 254, with any questions about the merger.

nFront shareholders should call Jeff Hodges at (770) 209-4460, extension
271, with any questions about the merger.

2
<PAGE>

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus pertains to the merger of a wholly owned
subsidiary of Digital Insight with and into nFront, and is being sent to the
holders of common stock of both companies. This summary may not contain all of
the information that is important to you. You should read carefully this entire
document and the other documents referenced in it for a more complete
understanding of the nFront merger. In particular, you should read the
documents attached to this proxy statement/prospectus, including the merger
agreement, which is attached as Annex A, Amendment No. 1 to the merger
agreement which is attached as Annex AA, the opinion of Morgan Stanley & Co.
Incorporated, which is attached as Annex B, and the opinion of Donaldson,
Lufkin & Jenrette, which is attached as Annex C.

The Companies

[LOGO OF DIGITAL INSIGHT]

Digital Insight Corporation
26025 Mureau Road
Calabasas, CA 91302
(4818) 971-0000
http://www.digitalinsight.com

Digital Insight Corporation provides real time Internet banking services to
credit unions, small to mid-sized banks and savings and loans. Its Internet
banking services include home banking for individual customers, business
banking for commercial customers, a target marketing program to increase
financial services to end users, and customized web site design and
implementation services. Digital Insight was incorporated in March 1997. It
originally operated as Digital Insight LLC, a Minnesota limited liability
company, which was formed in July 1995.

[LOGO OF nFront]

nFront, Inc.
520 Guthridge Court, NW
Norcross, Georgia 30092
(707) 209-4460
http://www.banking.com

The nFront merger (see page 33)

In the nFront merger, nFront will merge with a wholly-owned subsidiary of
Digital Insight, called Black Transitory Corporation. nFront will survive the
merger as a wholly owned subsidiary of Digital Insight and will change its name
to "Digital Insight". Following the merger, nFront common shareholders will be
entitled to exchange each of their shares for 0.579 shares of Digital Insight
common stock.

The merger agreement and amendment thereto are attached to this proxy
statement/prospectus as Annex A and Annex AA, respectively. You are encouraged
to read them carefully.

Conditions to completion of the nFront merger (see page 60)

Digital Insight's and nFront's respective obligations to complete the nFront
merger are subject to the satisfaction or waiver of closing conditions. The
conditions that must be satisfied or waived before the completion of the merger
include the following, subject to exceptions and qualifications:

. The merger agreement and merger must be approved by the nFront shareholders
and the issuance of Digital Insight common stock in the merger must be
approved by Digital Insight stockholders.

3
<PAGE>

. No injunction or order preventing the completion of the nFront merger may
be in effect.

. Digital Insight and nFront must each receive an opinion of tax counsel to
the effect that the nFront merger will qualify as a transaction in which no
gain or loss will be recognized upon the receipt of Digital Insight shares
for United States income tax purposes.

. The shares of Digital Insight common stock to be issued in the nFront
merger must have been approved for listing on Nasdaq, subject to notice of
issuance.

. Digital Insight must receive opinions from nFront's independent auditors
that no condition related to nFront would preclude accounting for the
merger as a pooling of interests and from Digital Insight's independent
accountants that pooling of interest accounting treatment is appropriate
for the merger.

. Digital Insight's and nFront's respective representations and warranties in
the nFront merger agreement must be true and correct in all material
respects.

. No material adverse effect shall have occurred with respect to Digital
Insight or nFront.

. Digital Insight and nFront must have complied in all material respects with
their respective agreements and covenants in the nFront merger agreement.

. Brady L. Rackley III, Alan W. Powell, Jeffrey W. Hodges and Vincent R.
Brennan must have entered into employment agreements in the form specified
in the merger agreement.

. Each of nFront's affiliates must have entered into an affiliate agreement
in the form specified in the merger agreement.

If either Digital Insight or nFront waives any conditions, we will each
consider the facts and circumstances at that time and make a determination
whether a resolicitation of proxies from its respective stockholders and
shareholders is appropriate.

Vote required for approval

The holders of a majority of the shares of Digital Insight common stock
present or represented by proxy at the stockholders' meeting must approve the
issuance of Digital Insight common stock in the merger. Digital Insight
stockholders are entitled to cast one vote per share of Digital Insight common
stock owned as of the record date. Digital Insight stockholders holding 58.5%
of outstanding Digital Insight common stock as of the record date have agreed
to vote 73.2% of their shares of Digital Insight common stock in favor of the
nFront merger agreement and the merger.

The holders of a majority of the shares of nFront common stock outstanding
must approve the merger agreement and the merger. nFront shareholders who
collectively hold 40.9% of the outstanding common stock as of the record date,
have agreed to vote all their shares or, if the nFront board of directors
changes its recommendation for the merger, 86.3% of their shares of nFront
common stock in favor of the merger agreement and the merger.

Termination of the merger agreement (see page 62)

The nFront merger agreement may be terminated before completion:

. By the mutual written consent of Digital Insight and nFront.

. By Digital Insight or nFront, if the nFront merger is not completed before
May 31, 2000, except that this right to terminate is not available to any
party whose action or failure to act has been a principal cause or resulted
in the failure of the nFront merger to occur on or before May 31, 2000 and
constitutes a breach of the agreement.

. By Digital Insight or nFront, if a final court order or other governmental
decree or ruling enjoining, restraining or prohibiting the nFront merger is
issued and not appealable.

. By Digital Insight or nFront, if the required stockholder and shareholder
votes are not obtained.

. By Digital Insight or nFront, upon a breach of any representation,
warranty, covenant or agreement by the other party, or if any of the other
party's representations or warranties are or

4
<PAGE>

become untrue so that the corresponding condition to completion of the
nFront merger would not be met, unless the breach or inaccuracy is cured
within thirty days after delivery of written notice by the non-breaching
party to the breaching party.

. By Digital Insight, if (i) the board of directors of nFront withdraws,
modifies or changes its recommendation of the merger agreement or the
merger in a manner adverse to Digital Insight or its stockholders, (ii) the
board of directors of nFront recommends to the shareholders of nFront a
Company Acquisition Proposal, (iii) nFront fails to comply with the no-
solicitation provisions of the merger agreement, (iv) a Company Acquisition
Proposal is announced or otherwise becomes publicly known and the board of
directors of nFront within ten days thereafter (A) fails to recommend
against acceptance of such by its shareholders (including by taking no
position or indicating its inability to take a position with respect to the
acceptance by shareholders of a Company Acquisition Proposal involving a
tender offer or exchange offer), or (B) fails to reconfirm its approval and
recommendation of the merger agreement and the contemplated transactions,
(v) any of nFront's shareholders that are a party thereto fail to comply
with the shareholder voting agreement, or (vi) the board of directors of
nFront resolves to take any of the actions described above.

. by nFront, in the event (i) of the acquisition, by any person or group of
persons, of beneficial ownership of 30% or more of the outstanding shares
of Digital Insight common stock, or (ii) the board of directors of Digital
Insight accepts or publicly recommends acceptance of an offer from a third
party to acquire 50% or more of the outstanding shares of Digital Insight
common stock or of Digital Insight's consolidated assets.

A Company Acquisition Proposal is any offer or proposal relating to any
Company Acquisition, other than an offer or proposal from Digital Insight.

A Company Acquisition is any of the following:

. A merger, consolidation, business combination, recapitalization,
liquidation, dissolution or similar transaction involving nFront pursuant
to which the shareholders of nFront immediately preceding such transaction
hold less than 50% of the aggregate equity interests in the surviving or
resulting entity of such transaction;

. A sale or other disposition by nFront of assets representing in excess of
50% of the aggregate fair market value of nFront's business immediately
prior to such sale; or

. The acquisition by any person or group, including by way of a tender offer
or an exchange offer or issuance by nFront, directly or indirectly, of
beneficial ownership or a right to acquire beneficial ownership of shares
representing in excess of 50% of the voting power of the then outstanding
shares of capital stock of nFront.

Payment of termination fees

nFront will pay to Digital Insight a termination fee of $13.2 million if:

. the merger agreement is terminated by Digital Insight because:

-- the board of directors of nFront withdraws, modifies or changes its
recommendation of the merger agreement or the merger in a manner adverse
to Digital Insight or its stockholders;

-- the board of directors of nFront shall have recommended to the
shareholders of nFront a Company Acquisition Proposal;

-- nFront fails to comply with its agreement not to conduct other
negotiations;

-- a Company Acquisition Proposal shall have been announced or otherwise
become publicly known and the board of directors of nFront shall have
failed to recommend against acceptance of such by its shareholders
(including by taking no position, or indicating its inability to take a
position, with respect to the acceptance by its shareholders of a nFront
Acquisition Proposal involving a tender offer or exchange offer) or
failed to reconfirm its approval and recommendation of the merger
agreement and the transactions contemplated hereby, in each case within
ten business days thereafter;

5
<PAGE>

-- any of nFront's shareholders fails to comply with their shareholder
voting agreement; or

-- the board of directors of nFront resolves to take any of the actions
described above.

. the merger agreement is terminated by Digital Insight because the merger is
not consummated by May 31, 2000 or because nFront's shareholders do not
approve the merger agreement, and at the time of such termination there
exists a Company Acquisition Proposal which leads to a definitive agreement
with respect to any Company Acquisition or any Company Acquisition is
consummated within 12 months following the termination of the merger
agreement.

nFront will reimburse Digital Insight for its documented out-of-pocket
expenses and costs in connection with the merger agreement and merger up to
$1.5 million if the merger agreement is terminated by Digital Insight:

. upon a breach of any representation, warranty, covenant or agreement by
nFront; or

. if any of nFront's representations or warranties are or become untrue so
that the corresponding condition to completion of the nFront merger would
not be met;

unless the breach or inaccuracy is cured within thirty days after delivery of
written notice by Digital Insight to nFront.

If the merger agreement is terminated by nFront in the event (i) of the
acquisition, by any person or group of persons, of beneficial ownership of 30%
or more of the outstanding shares of Digital Insight common stock (the terms
"person," "group" and "beneficial ownership" having the meanings ascribed
thereto in Section 13(d) of the Exchange Act and the regulations promulgated
thereunder), or (ii) the board of directors of Digital Insight accepts or
publicly recommends acceptance of an offer from a third party to acquire 50%
or more of the outstanding shares of Digital Insight common stock or of
Digital Insight's consolidated assets, then Digital Insight will pay nFront a
termination fee of $13.2 million.

If the merger agreement is terminated by nFront, upon a breach of any
representation, warranty, covenant or agreement by Digital Insight, or if any
of Digital Insight's representations or warranties are or become untrue so
that the corresponding condition to completion of the nFront merger would not
be met, unless the breach or inaccuracy is cured within thirty days after
delivery of written notice by nFront to Digital Insight, then Digital Insight
will reimburse nFront for documented out-of-pocket costs and expenses in
connection with the merger agreement and merger, not to exceed $1.5 million.

Extension, waiver and amendment of the merger agreement (see page 64)

Digital Insight and nFront may amend the merger agreement before completion
of the merger by mutual written consent.

Either Digital Insight or nFront may, in writing, extend the other's time
for the performance of any of the obligations or other acts under the merger
agreement, waive any inaccuracies in the other's representations and
warranties and waive compliance by the other with any of the agreements or
conditions contained in the merger agreement.

No other negotiations involving nFront (see page 58)

nFront has agreed subject to very limited exceptions that until the
completion of the nFront merger or unless Digital Insight consents in writing,
nFront will not directly or indirectly take any of the following actions:

. solicit, initiate, encourage or induce the making, submission or
announcement of any Acquisition Proposal;

. participate in any discussions or negotiations regarding any Acquisition
Proposal;

. take any other action to facilitate any inquiries or the making of any
proposal that constitutes or may reasonably be expected to lead to any
Acquisition Proposal;

. engage in discussions with any person with respect to any Acquisition
Proposal

. enter into any letter of intent or similar document or any contract,
agreement or commitment relating to any Acquisition Proposal; or

. approve, endorse or recommend any Acquisition Proposal.

6
<PAGE>

nFront has agreed to promptly inform Digital Insight, and in any event
within 24 hours, as to any Acquisition Proposal, request for information or
inquiry which nFront should reasonably believe would lead to an Acquisition
Proposal as well as the identity of the person or group making such request,
proposal or inquiry and the terms and conditions of any such request, proposal
or inquiry. nFront has also agreed to inform Digital Insight of the status and
details of any such Acquisition Proposal, request or inquiry.

As used herein, an Acquisition Proposal is any offer or proposal relating to
any Acquisition Transaction, other than an offer or proposal from Digital
Insight.

An Acquisition Transaction is any transaction or series of transactions,
other than the nFront merger, involving any of the following:

. the acquisition or purchase from nFront of more than a 5% interest in the
total outstanding voting securities of nFront or any of its subsidiaries;

. any tender offer or exchange offer that if consummated would result in any
person or group beneficially owning 5% or more of the total outstanding
voting securities of nFront or any of its subsidiaries;

. any merger, consolidation, business combination or similar transaction
involving nFront pursuant to which the shareholders of nFront immediately
preceding such transaction hold less than 95% of the equity interests in
the surviving or resulting entity;

. any sale, lease outside the ordinary course of business, exchange,
transfer, license outside the ordinary course of business, acquisition or
disposition of more than 5% of the assets of nFront; or

. any liquidation or dissolution of nFront.

The stockholder and shareholder voting agreements (see page 65)

Digital Insight stockholders who collectively hold approximately 58.5% of
the outstanding Digital Insight common stock as of the record date, entered
into voting agreements requiring them to vote 73.2% of their shares of Digital
Insight common stock in favor of the merger agreement and merger.

nFront shareholders who collectively hold 40.9% of the outstanding nFront
common stock as of the record date, entered into voting agreements in which
they have agreed to vote all their shares or, if the nFront board of directors
changes its recommendation for the merger, 86.3% of their shares of common
stock in favor of the merger.

Directors and executive officers of Digital Insight following the nFront merger

Following the merger, the board of directors of Digital Insight will consist
of seven members including Brady L. ("Tripp") Rackley III, a current member of
nFront's board of directors, and another individual he (or, if prior to
completion of the merger, the nFront board) designates prior to 45 days before
Digital Insight's first stockholders' meeting after completion of the merger,
who is reasonably acceptable to Digital Insight.

Following the merger, John Dorman, the current Chairman, President, and
Chief Executive Officer of Digital Insight, will be Chairman and Chief
Executive Officer of Digital Insight and Brady "Tripp" Rackley III, the current
Chief Executive Officer of nFront, will be President.

Opinions of Digital Insight's and nFront's financial advisors (see pages 39 and
45)

In deciding to approve the nFront merger, Digital Insight's board of
directors considered an opinion from its financial advisors, Morgan Stanley &
Co. Incorporated as to the fairness of the exchange ratio from a financial
point of view. nFront's board of directors considered the opinion of Donaldson,
Lufkin & Jenrette Securities Corporation as to the fairness, from a financial
point of view, of the exchange ratio to the holders of nFront common stock. The
full text of the written opinions of the financial advisors are attached to the
back of this document as Annex B and Annex C, and should be read carefully in
their entireties for a description of the assumptions made, matters considered
and limitations on the review undertaken. The opinion of Morgan Stanley & Co.
Incorporated is directed to the Digital Insight board and the opinion of
Donaldson, Lufkin & Jenrette Securities Corporation is directed to the nFront
board, and these opinions do not address the prices at which Digital Insight's
common stock will trade after the proposed merger and do not constitute a
recommendation as to how to vote with respect to any matter relating to the
proposed merger.

7
<PAGE>

U.S. federal income tax consequences of the merger (see page 52)

We have structured the nFront merger so that, in general, Digital Insight,
Digital Insight's stockholders, nFront and nFront's shareholders will not
recognize gain or loss for United States federal income tax purposes in the
merger, except for taxes payable because of cash received by nFront
shareholders instead of fractional shares. It is a condition to the merger
that both Digital Insight and nFront receive legal opinions to this effect.

Accounting treatment of the nFront merger (see page 53)

Digital Insight intends to account for the merger as a "pooling of
interests" for financial accounting purposes, in accordance with generally
accepted accounting principles.

Interests of certain persons in the nFront merger (see page 50)

When considering the recommendations of Digital Insight's and nFront's
boards of directors, you should be aware that certain Digital Insight and
nFront directors, officers and shareholders and stockholders have interests in
the merger that are different from, or are in addition to, yours. These
interests include:

. Digital Insight has agreed to grant Brady L. Rackley III and Brady L.
Rackley, officers and directors of nFront, and Noro-Moseley Partners IV,
L.P., a large shareholder of nFront with registration rights from nFront,
with registration rights for the Digital Insight common stock they receive
in the merger so long as doing so would not affect the appropriateness of
accounting for the merger as a pooling of interests. A member of the
general partner of Noro-Mosley Partners IV, L.P., Charles D. Moseley, Jr.
is a member of nFront's board of directors.

. Digital Insight has agreed to cause the surviving corporation in the merger
to indemnify each present and former nFront officer and director against
liabilities arising out of such person's services as an officer or
director. Digital Insight will cause, provided premiums remain within a
certain range, the surviving corporation to maintain officers' and
directors' liability insurance to cover any such liabilities for the next
six years.

. Digital Insight and nFront have agreed that Brady L. ("Tripp") Rackley III,
a member of nFront's board of directors, shall be appointed to Digital
Insight's board of directors, and that he shall be entitled to designate
another individual reasonably acceptable to Digital Insight to serve as a
member of Digital Insight's board of directors.

. Brady L. Rackley III, Alan W. Powell, Jeffrey W. Hodges and Vincent R.
Brennan have agreed to enter into fixed term employment agreements with
Digital Insight.

. Options granted to Robert Campbell, nFront's President and Chief Operating
Officer, provide for accelerated vesting upon a change in control. As a
result, options held by Mr. Campbell to purchase an aggregate of 480,080
shares of nFront common stock, at the exercise price of $1.23 per share,
will convert into options to acquire 277,966 shares of Digital Insight
common stock at a price of $2.13 per share and will become fully vested
immediately upon completion of the merger.

No dissenters' rights

Under Georgia law, shareholders of nFront are not entitled to dissenters'
rights in connection with the merger.

Restrictions on the ability to sell Digital Insight stock (see page 53)

All shares of Digital Insight common stock received by nFront shareholders
in connection with the nFront merger will be freely transferable unless the
holder is considered an affiliate of either nFront or Digital Insight under
the Securities Act. Shares of Digital Insight held by affiliates may only be
sold pursuant to a registration statement or an exemption from the Securities
Act. Furthermore, affiliates of nFront and Digital Insight have agreed not to
sell any shares of Digital Insight common stock for a period beginning 30 days
prior to the merger and ending two trading days after Digital Insight publicly
announces financial results covering at least 30 days of combined operations
of Digital Insight and nFront.

8
<PAGE>

Forward looking statements in this prospectus/proxy statement

This proxy statement/prospectus contains forward-looking statements within
the safe harbor provisions of the Private Securities Litigation Reform Act.
These statements include statements with respect to Digital Insight's and
nFront's financial condition, results of operations and business and on the
expected impact of the nFront merger on Digital Insight's financial
performance. Words such as anticipates, expects, intends, plans, believes,
seeks, estimates and similar expressions identify forward-looking statements.

These forward-looking statements are not guarantees of future performance
and are subject to certain risks and uncertainties that could cause actual
results to differ materially from the results contemplated by the forward-
looking statements. These risks and uncertainties include the following:

. Digital Insight and nFront may not achieve the benefits they expect from
the merger which may have a material adverse effect on the combined
company's business, financial condition and operating results and/or could
result in loss of key personnel.

. nFront shareholders will receive a fixed number of shares of Digital
Insight common stock despite changes in market value of nFront common stock
or Digital Insight common stock.

. The merger could adversely affect combined financial results.

. The market price of Digital Insight common stock may decline as a result of
the merger.

. Failure of the merger to qualify as a pooling of interests would negatively
affect combined financial results.

. nFront's officers and directors have conflicts of interest that may
influence them to support or approve the merger.

. Failure to complete the merger could negatively impact nFront's and/or
Digital Insight's stock price, future business and operations.

. Digital Insight and nFront have limited operating histories in an early-
stage market and as a result, the combined company's business strategy may
not prove to be successful.

. Digital Insight and nFront have histories of losses, the combined company
expects future losses and we cannot assure you that we will achieve
profitability.

. The expected fluctuations of the combined company's operating results could
cause our stock price to fluctuate.

. Digital Insight and nFront each currently rely on one data center to
provide their Internet banking products and services; any failure in these
data centers could cause us to lose customers.

. The combined company will be dependent on the widespread adoption of
Internet banking by community financial institutions which have
historically been slow to do so.

. We depend on the efficient operation of the internet, other networks and
systems of third parties; if they do not operate efficiently, we will not
be able to effectively provide our products and services.

. The combined company will depend on cooperation from data processing
vendors for financial institutions, some of whom have resisted efforts in
the past to allow the integration of our products and services with their
systems.

. Competition from third parties could reduce or eliminate demand for the
combined company's products and services.

. Security breaches could damage our reputation and business.

. Our failure to respond to rapid change in the market for internet banking
could cause us to lose revenue and harm our business.

. Newly introduced products may contain undetected or unresolved defects.

. The demand for the combined company's products and services could be
negatively affected by reduced growth of commerce over the Internet or
delays in the development of the Internet infrastructure.

. The combined company could be subject to potential liability claims related
to use of its products and services.

9
<PAGE>

. Digital Insight and nFront have been experiencing periods of significant
growth that are placing a strain on their resources.

. The stock price of the combined company may be extremely volatile.

. Government regulation of our business could cause us to incur significant
expenses, and failure to comply with certain regulations, if adopted, could
make our business less efficient or impossible.

. Failure to attract and retain experienced personnel and senior management
could harm our ability to grow.

. Our limited ability to protect our proprietary technology may adversely
affect our ability to compete, and we may be found to infringe proprietary
rights of others, which could harm our business.

. Consolidation of the banking and financial services industry could cause
our sales to fall.

. Future sales of Digital Insight shares could affect the stock price.

. Our operations may be disrupted if we or our vendors experience systems
failures or data corruption from the year 2000 issue.

. Other risk factors as may be detailed from time to time in our public
announcements and filings with the Securities and Exchange Commission.

In evaluating the nFront merger, you should carefully consider the
discussion of these and other factors in the section entitled "Risk Factors" on
page 17.

Comparative market price information (see page 68)

Shares of Digital Insight common stock are listed on the Nasdaq Stock
Market. On November 19, 1999, the last full trading day prior to the public
announcement of the proposed nFront merger, Digital Insight's common stock
closed at $50.125 per share. On January 6, 2000, Digital Insight's common stock
closed at $33.25 per share. Shares of nFront's common stock are listed on the
Nasdaq Stock Market. On November 19, 1999, nFront's common stock closed at
$18.75 per share. On January 6, 2000, nFront's common stock closed at $19.12
per share. Digital Insight and nFront urge you to obtain current market
quotations.

10
<PAGE>

SELECTED HISTORICAL AND SELECTED UNAUDITED PRO FORMA
COMBINED FINANCIAL DATA

Digital Insight's Selected Historical Financial Data
(In thousands, except per share data)

The following selected historical financial data should be read in
conjunction with Digital Insight's financial statements and related notes
thereto, and "Digital Insight Management's Discussion and Analysis of Financial
Condition and Results of Operations," included elsewhere in this proxy
statement/prospectus. The selected statement of operations data for the years
ended December 31, 1996, 1997 and 1998 and the selected balance sheet data as
of December 31, 1997 and 1998 have been derived from Digital Insight's audited
financial statements and the notes thereto included elsewhere in this proxy
statement/prospectus. The selected balance sheet data as of December 31, 1996
have been derived from Digital Insight's audited financial statements not
included herein. The selected statement of operations data for the period from
July 17, 1995 (inception) to December 31, 1995 and for the nine month periods
ended September 30, 1998 and 1999 and the selected balance sheet data as of
September 30, 1999 have not been audited. In the opinion of Digital Insight's
management, such unaudited financial statements have been prepared on the same
basis as the audited financial statements referred to above and include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of results of operations for the indicated periods. Results
of operations for the nine months ended September 30, 1999 are not necessarily
indicative of the results that may be expected for the full fiscal year. The
pro forma as adjusted balance sheet data as of September 30, 1999 are unaudited
and reflect the conversion of all outstanding shares of mandatorily redeemable
convertible preferred stock into 4,775,455 shares of common stock and $54.7
million of net offering proceeds from the initial public offering of common
stock completed on October 6, 1999.

<TABLE>
<CAPTION>
Period from
July 17, 1995 Nine Months
(inception) Year Ended Ended
through December 31, September 30,
December 31, ------------------------ ----------------
1995 1996 1997 1998 1998 1999
------------- ------ ------- ------- ------- -------
(unaudited) (unaudited)
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Revenues:
Implementation fees... $ 85 $1,053 $ 1,926 $ 2,420 $ 1,803 $ 2,952
Service fees.......... 3 508 2,046 5,810 3,878 8,844
------ ------ ------- ------- ------- -------
Total revenues....... 88 1,561 3,972 8,230 5,681 11,796
Cost of revenues:
Implementation........ 141 643 1,217 1,631 1,115 2,081
Service............... 1 261 1,014 3,616 2,374 5,408
------ ------ ------- ------- ------- -------
Total cost of
revenues............ 142 904 2,231 5,247 3,489 7,489
------ ------ ------- ------- ------- -------
Gross profit (loss)..... (54) 657 1,741 2,983 2,192 4,307
Operating expenses:
Sales, general and
administrative....... 167 809 2,516 4,183 2,888 6,498
Research and
development.......... 94 565 1,612 2,555 1,840 3,061
Amortization of stock-
based compensation... -- -- 151 844 395 892
------ ------ ------- ------- ------- -------
Total operating
expenses............ 261 1,374 4,279 7,582 5,123 10,451
------ ------ ------- ------- ------- -------
Loss from operations.... (315) (717) (2,538) (4,599) (2,931) (6,144)
Interest income......... -- -- 89 262 195 183
Other income (expense),
net.................... -- 5 (3) (19) (17) (72)
------ ------ ------- ------- ------- -------
Net loss................ $ (315) $ (712) $(2,452) $(4,356) $(2,753) $(6,033)
====== ====== ======= ======= ======= =======
Basic and diluted net
loss per share......... $(0.06) $(0.14) $ (0.49) $ (0.85) $ (0.54) $ (1.10)
====== ====== ======= ======= ======= =======
Shares used to compute
basic and diluted net
loss per share......... 5,000 5,000 5,000 5,108 5,072 5,490
====== ====== ======= ======= ======= =======
Pro forma basic and
diluted net loss per
share.................. $ (0.50) $ (0.29) $ (.52)
======= ======= =======
Shares used in computing
pro forma basic and
diluted net loss per
share.................. 8,712 9,817
======= =======
</TABLE>

11
<PAGE>

<TABLE>
<CAPTION>
December 31, September 30, 1999
----------------------- ----------------------
Pro Forma
1996 1997 1998 Historical as Adjusted
----- ------- ------- ---------- -----------
(unaudited)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash
equivalents............ $ 28 $ 886 $ 4,758 $ 6,177 $60,877
Working capital
(deficit).............. (203) (16) 3,067 4,106 58,806
Total assets............ 433 3,071 8,077 14,903 69,603
Total liabilities....... 422 1,949 2,417 5,789 5,789
Mandatorily redeemable
convertible preferred
stock.................. -- 4,444 12,444 20,847 --
Total stockholders'
equity (deficit)....... -- (3,322) (6,784) (11,733) 63,814
</TABLE>

12
<PAGE>

nFront's Selected Historical Financial Data
(In thousands, except per share data)

The following selected historical financial data should be read in
conjunction with nFront's financial statements and related notes thereto, and
"nFront Management's Discussion and Analysis of Financial Condition and Results
of Operations," included elsewhere in this proxy statement/prospectus. The
selected statement of operations data for the period from June 17, 1996
(inception) to June 30, 1997 and for the years ended June 30, 1998 and 1999 and
the selected balance sheet data as of June 30, 1998 and 1999 have been derived
from its audited financial statements and the notes thereto included elsewhere
in this proxy statement/prospectus. The selected balance sheet data as of June
30, 1997 have been derived from nFront's audited financial statements which are
not included in this proxy statement/prospectus. The selected statement of
operations data for the three month periods ended September 30, 1998 and 1999
and balance sheet data as of September 30, 1999 have not been audited. In the
opinion of nFront's management, such unaudited financial statements have been
prepared on the same basis as the audited financial statements referred to
above and include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of results of operations for the
indicated periods. Results of operations for the three months ended September
30, 1999 are not necessarily indicative of the results that may be expected for
the full fiscal year.

<TABLE>
<CAPTION>
Three Months
Period From Fiscal Year Ended
June 17, 1996 Ended June 30, September 30,
(Inception) to --------------- ---------------
June 30, 1997 1998 1999 1998 1999
-------------- ------ ------- ------ -------
(unaudited)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Revenues:
Implementation fees......... $ 358 $ 723 $ 3,159 $ 482 $ 1,508
Monthly service fees........ 34 185 1,446 133 884
Other....................... 459 174 360 12 127
----- ------ ------- ------ -------
Total revenues............. 851 1,082 4,965 627 2,519
Operating expenses:
Cost of implementation...... 247 346 1,073 212 527
Cost of Internet banking
data center................ 62 97 456 47 333
Selling and marketing....... 194 569 3,171 260 2,433
Product development......... 106 170 1,173 147 694
General and administrative.. 157 440 2,372 364 1,333
Depreciation................ 14 34 151 16 113
----- ------ ------- ------ -------
Total operating expenses... 780 1,656 8,396 1,046 5,433
Operating income (loss)....... 71 (574) (3,431) (419) (2,914)
Other (income) expense:
Interest income............. (4) (27) (73) (26) (353)
Interest expense............ -- 2 34 1 3
----- ------ ------- ------ -------
Income (loss) before income
taxes........................ 75 (549) (3,392) (394) (2,564)
Income tax expense (benefit).. 26 (26) -- -- --
----- ------ ------- ------ -------
Net income (loss)............. 49 (523) (3,392) (394) (2,564)
Accretion on redeemable
convertible preferred stock.. -- (36) (273) (68) --
----- ------ ------- ------ -------
Net income (loss) attributable
to common stock.............. $ 49 $ (559) $(3,665) $ (462) $(2,564)
===== ====== ======= ====== =======
Net income (loss) per common
share--basic and diluted..... $0.01 $(0.07) $ (0.43) $(0.06) $ (0.18)
===== ====== ======= ====== =======
Weighted average shares
outstanding--basic and
diluted...................... 5,079 8,033 8,544 8,210 14,136
===== ====== ======= ====== =======
Unaudited pro forma net loss
per share--basic and
diluted...................... $ (0.32)
=======
Unaudited pro forma weighted
average shares outstanding--
basic and diluted............ 10,578
=======
</TABLE>

13
<PAGE>

<TABLE>
<CAPTION>
June 30,
--------------------- September 30,
1997 1998 1999 1999
---- ------ ------- -------------
(unaudited)
<S> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents................. $243 $2,521 $ 128 $25,352
Working capital (deficit)................. (72) 1,957 (3,098) 24,152
Total assets.............................. 401 2,998 5,095 33,039
Long-term debt, net of current portion.... -- -- 308 --
Redeemable convertible preferred stock.... -- 2,376 2,648 --
Total stockholders' equity (deficit)...... 49 (209) (3,224) 28,470
</TABLE>

14
<PAGE>

Selected Unaudited Pro Forma Combined Financial Data
(In thousands, except per share data)

The selected unaudited pro forma combined financial data give effect to the
proposed merger of Digital Insight and nFront on a pooling of interests basis.
The unaudited pro forma combined financial data are based on the respective
historical financial statements and notes thereto, which are included elsewhere
in this proxy statement/prospectus. The unaudited pro forma combined balance
sheet data assume that the merger of Digital Insight and nFront took place on
December 31, 1996, 1997 and 1998 and September 30, 1999 and combines the
historical balance sheets of Digital Insight as of each respective date, with
the historical balance sheets of nFront as of June 30, 1997, 1998 and 1999 and
September 30, 1999, respectively, for purposes of the pro forma combined
balance sheet data as of September 30, 1999, the Digital Insight historical
balance sheet data has been adjusted for the conversion of preferred stock to
common stock and the net offering proceeds from the Digital Insight initial
public offering. The unaudited pro forma combined statements of operations data
assume that the merger took place as of the beginning of the periods presented
and combine Digital Insight's historical statements of operations for each of
the three years in the period ended December 31, 1998 and the nine months ended
September 30, 1998 and 1999, with the historical statements of operations of
nFront for the period from June 17, 1996 (inception) to June 30, 1997, each of
the two years in the period ended June 30, 1999 and the nine months ended
September 30, 1998 and 1999. For purposes of the unaudited pro forma combined
financial data, the financial results of nFront for the six months ended June
30, 1998 and 1999 are included in both the year ended periods for 1998 and 1999
and the nine month periods ended September 30, 1998 and 1999.

The unaudited pro forma combined financial data are presented for
illustrative purposes only and are not necessarily indicative of the combined
financial position or results of operations of future periods or the results
that actually would have been realized had the entities been a single entity
during these periods. The unaudited pro forma combined financial data as of
September 30, 1999 and for each of the three years in the period ended December
31, 1998 and the nine months ended September 30, 1998 and 1999, are derived
from the unaudited pro forma condensed combined financial statements included
elsewhere in this proxy statement/prospectus and should be read in conjunction
with those statements and notes thereto. See "Unaudited Pro Forma Condensed
Combined Financial Statements" beginning on page 69.

<TABLE>
<CAPTION>
Digital Insight and nFront
-------------------------------------------
Nine Months
Year ended December Ended September
31, 30,
------------------------ -----------------
1996 1997 1998 1998 1999
------ ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
Pro forma combined statements of
operations data:
Net revenues.................... $2,412 $ 5,054 $13,195 $ 6,843 $ 17,456
Gross profit.................... 1,179 2,313 5,389 2,648 6,930
Total operating expenses........ 1,825 5,425 13,419 6,648 18,738
Net loss........................ (663) (2,975) (7,748) (3,734) (11,346)
Net loss applicable to common
stockholders................... (663) (3,011) (8,021) (3,838) (11,482)
Basic and diluted net loss per
share.......................... $(0.08) $ (0.31) $ (0.80) $ (0.39) $ (0.99)
Shares used to compute basic and
diluted net loss per share..... 7,941 9,651 10,055 9,791 11,577
</TABLE>

<TABLE>
<CAPTION>
Digital Insight and nFront
---------------------------------------
December 31, September 30,
------------------------ -------------
1996 1997 1998 1999
----- ------- -------- -------------
<S> <C> <C> <C> <C>
Pro forma combined balance sheet data:
Cash and cash equivalents............ $ 271 $ 3,407 $ 4,886 $ 86,230
Working capital...................... (275) 1,941 (31) 71,338
Total assets......................... 834 6,069 13,172 102,642
Stockholders' equity (deficit)....... 49 (3,531) (10,008) 80,664
</TABLE>

15
<PAGE>

Selected Comparative Historical And Unaudited Pro Forma Per Share Data

The following tables reflect (i) the historical net loss and book value per
share of Digital Insight and nFront common stock in comparison with the
unaudited pro forma net loss and book value per share after giving effect to
the proposed merger of Digital Insight and nFront on a pooling of interests
basis and (ii) the equivalent historical net loss and book value per share
attributable to 0.579 of a share of Digital Insight common stock which will be
received for each share of nFront common stock. The information presented in
the following tables should be read in conjunction with the unaudited pro forma
condensed combined financial statements included in this document, the
historical financial statements and related notes of Digital Insight and nFront
which are included elsewhere in this proxy statement/prospectus.

<TABLE>
<CAPTION>
Year ended December Nine Months Ended
31, September 30,
---------------------- ------------------
1996 1997 1998 1999
------ ------ ------ ------------------
(unaudited)
<S> <C> <C> <C> <C>
Historical--Digital Insight
Basic and diluted net loss per
share............................ $(0.14) $(0.49) $(0.85) $(1.10)
Unaudited pro forma basic and
diluted net loss per share....... (a) (a) $(0.50) $(0.52)
Unaudited book value per
share(b)......................... (a) (a) $(0.71) $(1.09)
<CAPTION>
Three Months Ended
Year ended June 30, September 30,
---------------------- ------------------
1997 1998 1999 1999
------ ------ ------ ------------------
(unaudited)
<S> <C> <C> <C> <C>
Historical--nFront
Basic and diluted net loss per
share............................ 0.01 $(0.07) $(0.43) $(0.18)
Unaudited pro forma basic and
diluted net loss per share....... (a) $(0.06) $(0.32) (a)
Unaudited book value per
share(c)......................... (a) (a) $(0.05) $ 2.00
<CAPTION>
Year ended December Nine Months Ended
31, September 30,
---------------------- ------------------
1996 1997 1998 1999
------ ------ ------ ------------------
<S> <C> <C> <C> <C>
Digital Insight and nFront unaudited
pro forma combined
Basic and diluted net loss per
share............................ $(0.08) $(0.31) $(0.80) $(0.99)
Basic and diluted net loss per
share per equivalent nFront
share............................ $(0.05) $(0.18) $(0.46) $(0.57)
Book value per equivalent Digital
Insight share.................... (a) (a) $(1.00) $ 6.97
Book value per equivalent nFront
share............................ (a) (a) $(0.58) $ 4.04
</TABLE>
- --------
(a) Not required to be presented.

(b) Book value per share for Digital Insight assumes the conversion of
outstanding shares of preferred stock into approximately 3,951,419 and
4,775,455 shares of common stock at December 31, 1998 and September 30,
1999.

(c) Book value per share for nFront assumes the conversion of outstanding
shares of preferred stock into 2,034,285 shares of common stock at June 30,
1999.

16
<PAGE>

RISK FACTORS

The merger involves a high degree of risk. By voting in favor of the nFront
merger, you will be choosing to invest in Digital Insight common stock. An
investment in Digital Insight common stock involves a high degree of risk. In
addition to the other information contained in this proxy
statement/prospectus, you should carefully consider the following risk factors
in deciding whether to vote for the merger.

General risks relating to the proposed merger

Digital Insight and nFront may not achieve the benefits they expect from the
merger which may have a material adverse effect on the combined company's
business, financial condition and operating results and/or could result in
loss of key personnel.

Digital Insight will need to overcome significant issues in order to
realize any benefits or synergies from the merger, including the timely,
efficient and successful execution of a number of post-merger events. Key
events include:

. integrating the operations of the two companies;

. retaining and assimilating the key personnel of each company;

. offering the existing services of each company to the other company's
customers;

. retaining the existing customers and strategic partners of each company;

. developing new services that utilize the assets of both companies; and

. maintaining uniform standards, controls, procedures and policies.

The successful execution of these post-merger events will involve
considerable risk and may not be successful. These risks include:

. the potential disruption of the combined company's ongoing business and
distraction of its management;

. the difficulty of incorporating acquired technology and rights into the
combined company's products and services;

. unanticipated expenses related to technology integration;

. the impairment of relationships with employees and customers as a result
of any integration of new management personnel; and

. potential unknown liabilities associated with the acquired business.

The combined company may not succeed in addressing these risks or any other
problems encountered in connection with the merger.

nFront shareholders will receive a fixed number of shares of Digital Insight
common stock despite changes in market value of nFront common stock or Digital
Insight common stock.

Upon the merger's completion, each share of nFront common stock will be
exchanged for 0.579 shares of Digital Insight common stock. There will be no
adjustment for changes in the market price of either nFront common stock or
Digital Insight common stock. In addition, neither nFront nor Digital Insight
may terminate the merger agreement or "walk away" from the merger solely
because of changes in the market price of Digital Insight common stock.
Accordingly, the specific dollar value of Digital Insight common stock that
nFront shareholders will receive upon the merger's completion will depend on
the market value of Digital Insight common stock when the merger is completed
and may decrease from the date you submit your proxy. The share price of
Digital Insight common stock is by nature subject to the general price
fluctuations in the market for publicly traded equity securities and has
experienced significant volatility. We urge you to obtain recent market
quotations for Digital Insight common stock and nFront common stock. Digital
Insight cannot predict or give

17
<PAGE>

any assurances as to the market price of Digital Insight common stock at any
time before or after the completion of the merger.

The merger could adversely affect combined financial results.

Digital Insight expects to incur estimated non-recurring merger costs of
$11.6 million in connection with the merger. If the benefits of the merger do
not exceed the costs associated with the merger, including any dilution to
Digital Insight's stockholders resulting from the issuance of shares in
connection with the merger, Digital Insight's financial results, including
earnings per share, could be adversely affected.

The market price of Digital Insight common stock may decline as a result of
the merger.

The market price of Digital Insight common stock may decline as a result of
the merger for a number of reasons including if:

. the integration of Digital Insight and nFront is unsuccessful;

. Digital Insight does not achieve the perceived benefits of the merger as
rapidly or to the extent anticipated by financial or industry analysts;
or

. the effect of the merger on Digital Insight's financial results is not
consistent with the expectations of financial or industry analysts.

Failure of the merger to qualify as a pooling of interests would negatively
affect combined financial results.

In the event the merger fails to qualify for pooling-of-interests
accounting treatment for financial reporting purposes for any reason and
nFront and Digital Insight decide to still go through with the merger, Digital
Insight's reported earnings and, likely, the price of Digital Insight's common
stock would be materially and adversely effected.

The availability of pooling-of-interests accounting treatment for the
merger depends upon circumstances and events occurring both before and after
the merger's completion. For example, no significant changes in the business
of the combined company may occur, including significant dispositions of
assets, for a period of two years following the effective time of the merger.
Further, affiliates of Digital Insight or nFront, with very limited
exceptions, must not sell any shares of either Digital Insight or nFront
capital stock for a period beginning before the merger and ending on the day
that Digital Insight publicly announces financial results covering at least
30 days of combined operations of Digital Insight and nFront after the merger.
Each shareholder of nFront and stockholder of Digital Insight that could be
deemed an affiliate of either company has entered into an affiliate agreement
pursuant to which each such shareholder or stockholder has agreed not to sell
any shares he or she holds or acquires pursuant to the merger prior to two
trading days after Digital Insight has announced such financial results,
subject to certain very limited exceptions. If affiliates of Digital Insight
or nFront sell their shares of Digital Insight common stock prior to that
time, despite a contractual obligation restricting such sale, the merger may
not qualify for accounting as a pooling of interests for financial reporting
purposes.

nFront's officers and directors have conflicts of interest that may influence
them to support or approve the merger.

The directors and officers of nFront participate in arrangements and have
continuing indemnification against liabilities that provide them with
interests in the merger that are different from, or in addition to, yours,
including the following:

18
<PAGE>

as doing so would not affect the appropriateness of accounting for the
merger as a pooling of interests. A member of the general partner of Noro-
Moseley Partners IV, L.P. is also a director of nFront. Noro- Moseley
Partners IV, L.P. is not obligated to accept the registration rights
granted by Digital Insight and may elect to retain the registration rights
granted to it by nFront.

. Digital Insight has agreed to cause the surviving corporation in the
merger to indemnify each present and former nFront officer and director
against liabilities arising out of such person's services as an officer
or director. Digital Insight will cause the surviving corporation to
maintain officers' and directors' liability insurance to cover any such
liabilities for the next six years.

. Digital Insight and nFront have agreed that Brady L. ("Tripp") Rackley
III, a member of nFront's board of directors, shall be appointed to
Digital Insight's board of directors, and that he shall be entitled to
designate another individual reasonably acceptable to Digital Insight to
serve as a member of Digital Insight's board of directors.

. The options granted to Robert Campbell, nFront's President and Chief
Operating Officer, provide for accelerated vesting upon a change in
control. As a result, options held by Mr. Campbell to purchase an
aggregate of 480,080 shares of nFront common stock, at an exercise price
of $1.23 per share, will convert into options to acquire 277,966 shares
of Digital Insight common stock at an exercise price of $2.13 per share
and will become immediately vested upon completion of the merger.

. Brady L. ("Tripp") Rackley III, Alan W. Powell, Jeffrey W. Hodges and
Vincent R. Brennan have agreed to enter into fixed term employment
agreements in the form attached to the merger agreement.

For the above reasons, the directors and officers of nFront could be more
likely to vote to approve the merger agreement than if they did not hold these
interests. nFront shareholders should consider whether these interests may
have influenced these directors and officers to support or recommend the
merger.

Failure to complete the merger could negatively impact nFront's and/or Digital
Insight's stock price, future business and operations.

If the merger is not completed for any reason, nFront and Digital Insight
may be subject to a number of material risks, including the following:

. nFront may be required under certain circumstances to pay Digital Insight
and Digital Insight may be required under certain circumstances to pay
nFront a termination fee of $13.2 million plus reimbursement of expenses
up to $1.5 million;

. the price of nFront and/or Digital Insight common stock may decline to
the extent that the relevant current market price reflects a market
assumption that the merger will be completed; and

. costs related to the merger, such as legal, accounting and financial
advisor fees, must be paid even if the merger is not completed.

In addition, nFront's and/or Digital Insight's customers and strategic
partners, in response to the announcement of the merger, may delay or defer
decisions concerning the relevant company. Any delay or deferral in those
decisions by customers, strategic partners or suppliers could have a material
adverse effect on business of the relevant company, regardless of whether the
merger is ultimately completed. Similarly, current and prospective nFront
and/or Digital Insight employees may experience uncertainty about their future
roles with Digital Insight until Digital Insight's strategies with regard to
nFront are announced or executed. This may adversely affect nFront's and/or
Digital Insight's ability to attract and retain key management, sales,
marketing and technical personnel.

Further, if the merger is terminated and nFront's board of directors
determines to seek another merger or business combination, there can be no
assurance that it will be able to find a partner willing to pay an equivalent
or more attractive price than the price to be paid in the merger. In addition,
while the merger agreement is in effect and subject to very narrowly defined
exceptions, nFront is prohibited from soliciting, initiating or encouraging or
entering into certain extraordinary transactions, such as a merger, sale of
assets or other business combination, with any party other than Digital
Insight.

19
<PAGE>

Risks relating to the Combined Company's Business

Digital Insight and nFront have limited operating histories in an early-stage
market and as a result, the combined company's business strategy may not prove
to be successful.

Digital Insight began operations in July 1995 and nFront began in June
1996. Accordingly, the combined company has a limited operating history, and
our business and prospects must be considered in light of the early-stage,
rapidly evolving and uncertain Internet banking market in which we operate. As
a result:

. fluctuations in our operating results may be significant relative to our
revenues;

. community financial institutions may not widely adopt Internet banking in
general or our solutions in particular;

. the Internet and the systems and networks of third parties may not
operate efficiently; and

. competition and rapid technological change in the industry could
adversely affect market acceptance of all of our products and services.

As a result, the combined company's business strategy may not prove to be
successful.

Digital Insight and nFront have histories of losses, the combined company
expects future losses and we cannot assure you that we will achieve
profitability.

Although both Digital Insight's and nFront's revenues have increased in
every quarter since 1996, the companies have not achieved profitability and we
cannot be certain that the combined company will realize sufficient revenue to
achieve profitability. Digital Insight has incurred net losses of $712,000 in
the year ended December 31, 1996, $2.5 million in the year ended December 31,
1997 and $4.4 million in the year ended December 31, 1998. As of September 30,
1999, Digital Insight had an accumulated deficit of $14.0 million. nFront has
incurred net losses of $558,000 in the year ended June 30, 1998 and $3.6
million in the year ended June 30, 1999. As of September 30, 1999, nFront had
an accumulated deficit of $6.4 million. We plan to increase the combined
company's operating expenses to expand our sales and marketing operations,
broaden our customer support capabilities and continue to build our
operational infrastructure. If growth in our revenues does not outpace the
increase in these expenses, we may not achieve or sustain profitability. We
expect that the combined company will continue to lose money at least through
2001.

The expected fluctuations of the combined company's operating results could
cause our stock price to fluctuate.

We expect that the combined company's operating results may fluctuate
significantly in the future based upon a number of factors, many of which are
not within our control. We base our operating expenses on anticipated revenue
growth and our operating expenses are relatively fixed in the short term. The
implementation and utilization of our products involves a commitment of
resources and recurring expense by us and our customers. Among other things,
we generally provide a significant level of education to prospective customers
regarding the use and benefit of our products. We may expend substantial funds
and management resources during the sales cycle and fail to make the sale.
Accordingly, our results of operations for a particular period may be
adversely affected if the sales forecasted for that period are delayed or do
not occur. As a result, if our revenues are lower than we expect in some
future period, our operating results may be below the expectations of market
analysts or investors. If this occurs, the price of our common stock would
likely decrease.

The operating results of the combined company may also fluctuate in the
future due to a variety of other factors, including:

. the overall level of demand for Internet banking services by consumers
and businesses and the demand for our products, product enhancements and
services in particular;

. spending patterns and budgetary resources of community financial
institutions and their end user customers;

20
<PAGE>

. technical difficulties, system downtime, system failures or reductions in
service levels;

. the timing of upgrades to our computer hardware infrastructure;

. increases in operating costs beyond anticipated levels;

. the timing of customer product implementations or our failure to timely
complete scheduled product implementations;

. delays in purchasing decisions or product implementations or decreases in
demand for Internet banking by financial institutions due to Year 2000
concerns; and

. governmental actions affecting Internet operations or content.

Digital Insight and nFront each currently rely primarily on one data center to
provide their Internet banking products and services; any failure in these
data centers could cause the combined company to lose customers.

In the event of a failure or interruption in our systems, our reputation
could be materially adversely harmed and we could lose many of our current and
potential customers. Digital Insight's primary communications and network
equipment is currently located at its corporate headquarters in Calabasas,
California. nFront's primary communications and network equipment is currently
located at its corporate headquarters in Norcross, Georgia. Both companies
have contracted to establish second functional backup Internet banking data
centers in Herndon, Virginia. Digital Insight's backup data center was put
into initial operation during the fourth quarter of 1999 with functionality to
be added throughout 2000. nFront's backup data center began operating in
November 1999. After the merger, we anticipate that the combined company will
utilize both the Calabasas and Norcross facilities and may retain one or more
of the additional backup facilities. We cannot assure that any of these backup
data centers will become fully operational as scheduled or that, when fully
operational, these data centers will perform as expected. We do not currently
have sufficient backup facilities to provide Internet services if either the
Calabasas facility or the Norcross facility is not functioning. A natural
disaster, such as a fire, an earthquake or a flood, at either facility could
result in failures or interruptions in providing our Internet banking products
and services to our customers. In addition, our systems are vulnerable to
computer viruses, physical or electronic break-ins, power loss,
telecommunications failure and similar events. For example, in April 1999, a
failure of a critical router in Digital Insight's Internet banking data center
caused an outage of approximately six hours while the problem was corrected.
Digital Insight has also contracted to provide a certain level of service to
its customers and a failure or interruption of our system has in the past
caused and in the future could cause Digital Insight to refund fees to some of
its customers to compensate for decreased levels of service. Even with one or
more additional data centers, the combined company could experience a failure
or interruption in our systems, which could lead to delays, loss of data or
the inability to provide our services to our customers.

The combined company will be dependent on the widespread adoption of Internet
banking by community financial institutions, which have historically been slow
to do so.

We expect that the combined company will continue to depend on Internet
banking products and services for substantially all of its revenues in the
foreseeable future. However, the market for Internet banking has only recently
begun to develop. To date, Internet banking has developed slowly within
financial institutions, and purchasing decisions for Internet banking products
are often delayed due to uncertainties relating to cost, return on investment
and customer acceptance. In particular, community financial institutions have
been slower to adopt Internet banking than larger banks. We cannot predict the
size of the market for Internet banking among community financial
institutions, the rate at which that market will grow, or whether there will
be widespread end user acceptance of our Internet banking products and
services.

We also depend on our financial institution customers to market and promote
our products to their end user customers. Neither the combined company nor our
financial institution customers may be successful in marketing our current or
future Internet banking products and services. Moreover, financial
institutions generally agree to

21
<PAGE>

use our products and services pursuant to contracts with durations that range
from one to five years. Upon expiration, these contracts may be discontinued.
Unless our Internet banking products and services are successfully deployed
and marketed by a large number of community financial institutions and achieve
widespread market acceptance by their end user customers for a significant
period of time, we will not be able to achieve our business objectives and
increase our revenues.

We depend on the efficient operation of the Internet, other networks and
systems of third parties; if they do not operate efficiently, we will not be
able to effectively provide our products and services.

We depend on the efficient operation of network connections from our
customer financial institutions and their data processing vendors to our
systems. Further, portions of our revenue are dependent on continued usage by
end users of Internet banking services and their connections to the Internet.
Each of these connections, in turn, depends on the efficient operation of web
browsers, Internet service providers and Internet backbone service providers,
all of which have had periodic operational problems or have experienced
outages. In addition, the majority of Digital Insight's services depend on
real time connections to the systems of financial institutions and data
processing vendors. Any operational problems or outages in these systems would
cause us to be unable to provide a real time connection to these systems and
we would be unable to process transactions for end users, resulting in
decreased revenues. In addition, any system delays, failures or loss of data,
whatever the cause, could reduce customer satisfaction with our products and
services and harm our sales.

The combined company depends on cooperation from data processing vendors for
financial institutions, some of whom have resisted efforts in the past to
allow the integration of our products and services with their systems.

Our products involve integration with products and systems developed by
data processing vendors that serve financial institutions. If any of our
products fail to be supported by our customers' data processing vendors, we
would have to redesign our products to suit these customers. We cannot assure
that any redesign could be accomplished in a cost-effective or timely manner.
We rely on these vendors to jointly develop technology with us and to disclose
source code specifications to enable our products to integrate effectively
with their products and systems. In the past, some vendors have resisted
integrating our products or have caused delays or other disruptions in the
implementation process. Several of these data processing vendors offer or are
planning to offer Internet banking products and services that are directly
competitive with our products and services and have resisted efforts to allow
us to integrate our products and services with their systems in the past. In
addition, our customers' data processing vendors may develop new products and
systems that are incompatible with our products. Our failure to integrate our
products effectively with our customers' data processing vendors could result
in higher implementation costs or the loss of potential customers.

Competition from third parties could reduce or eliminate demand for the
combined company's products and services.

The market for Internet banking services is highly competitive, and we
expect that competition will intensify in the future. We may not be able to
compete successfully against our current or future competitors and,
accordingly, we cannot be certain that we will be able to expand the number of
our customers and end users, or retain our current customers or third-party
service providers. We face competition from four main areas: other companies
with Internet banking products aimed at community financial institutions,
vendors who primarily target the largest financial institutions, vendors of
data processing services to financial institutions, and smaller, local online
service outsourcing companies. Many of our current and potential competitors
have longer operating histories and may be in a better position to produce and
market their services due to their greater financial, technical, marketing and
other resources, as well as their significantly greater name recognition and
larger installed bases of customers. In addition, many of our competitors have
well-established relationships with our current and potential community
financial institution customers and have extensive knowledge of our industry.

22
<PAGE>

Security breaches could damage our reputation and business.

The combined company's networks may be vulnerable to unauthorized access,
computer viruses and other disruptive problems. We transmit confidential
financial information in providing our services. Users of Internet banking and
other electronic commerce services are concerned about the security of
transmissions over public networks. Therefore, it is critical that our
facilities and infrastructure remain secure and that our facilities and
infrastructure are perceived by the marketplace to be secure. A material
security breach affecting the combined company could damage our reputation,
deter financial institutions from purchasing our products, deter their
customers from using our products, or result in liability to us. Further, any
material security breach affecting our competitors could affect the
marketplace's perception of Internet banking in general and have the same
effects.

Concerns over security and the privacy of users may inhibit the growth of
the Internet and other online services generally, especially as a means of
conducting commercial transactions. Any well-publicized compromise of security
could deter people from using the Internet or using we to conduct transactions
that involve transmitting confidential information. We may need to expend
significant capital or other resources protecting against the threat of
security breaches or alleviating problems caused by breaches. Although we
intend to continue to implement security measures, persons may be able to
circumvent the measures that we implement in the future. Eliminating computer
viruses and alleviating other security problems may result in interruptions,
delays or cessation of service to users accessing web sites that deliver our
services, any of which could harm our business.
Our failure to respond to rapid change in the market for Internet banking
could cause us to lose revenue and harm our business.

The market for Internet banking services is new and unproven and is subject
to rapid change. Our success will depend substantially upon our ability to
enhance our existing products and to develop and introduce, on a timely and
cost-effective basis, new products and features that meet changing financial
institution and end user requirements and incorporate technological
advancements. If we are unable to develop new products and enhanced
functionalities or technologies to adapt to these changes or if we cannot
offset a decline in revenues of existing products by sales of new products,
our business would suffer. In addition, our product development process
involves a number of risks. Developing technologically advanced products is a
complex and uncertain process requiring innovation as well as the accurate
anticipation of technology and market trends. We budget our research and
development expenditures based on planned product introductions and
enhancements. If we fail to timely and cost-effectively develop new products
that respond to new technologies and the needs of the Internet banking
services market, we will lose revenue and our business will suffer.

Newly introduced products may contain undetected or unresolved defects.

Any new or enhanced products we introduce may contain undetected or
unresolved software or hardware defects when they are first introduced or as
new versions are released. In the past, we have discovered errors in our
products and it is possible that design defects will occur in new products.
These defects could result in a loss of sales and additional costs as well as
damage to our reputation and the loss of relationships with our customers.

The demand for the combined company's products and services could be
negatively affected by reduced growth of commerce over the Internet or delays
in the development of the internet infrastructure.

Our future success depends heavily on the Internet being accepted and
widely used for commerce. If Internet commerce does not continue to grow or
grows more slowly than expected, our business would suffer. There are a number
of reasons that consumers and businesses may reject the Internet as a viable
commercial medium in general, or as a suitable vehicle for banking
transactions in particular. These reasons include potentially inadequate
network infrastructure, security concerns, slow development of enabling
technologies, reliability and quality problems, and issues relating to ease
and cost of access. In particular, the Internet infrastructure may not be able
to support the demands placed on it by increased Internet usage and data
transmission capacity

23
<PAGE>

requirements. In addition, delays in the development or adoption of new
standards and protocols required to handle increased levels of Internet
activity, or increased government regulation could cause the Internet to lose
its viability as a commercial medium. Even if the required infrastructure,
standards, protocols or complementary products, services or facilities are
developed, we may incur substantial expenses adapting our solutions to
changing or emerging technologies.

The combined company could be subject to potential liability claims related to
use of its products and services.

Financial institutions use our products and services to provide Internet
banking services to their customers. Any errors, defects or other performance
problems in our products and services could result in financial or other
damages to these financial institutions for which we are liable. A product
liability claim brought against us, even if not successful, would likely be
time consuming, result in costly litigation and could seriously harm our
business. Although our contracts typically contain provisions designed to
limit our exposure to liability claims, existing or future laws or unfavorable
judicial decisions could negate these limitation of liability provisions.
Moreover, we may be liable for transactions executed using Internet services
based on our products and services even if the errors, defects or other
problems are unrelated to our products and services.

Digital Insight and nFront have been experiencing periods of significant
growth that are placing a strain on their resources.

Digital Insight and nFront have both recently experienced significant
growth, including expansion in the number of employees, and anticipate that
additional expansion may be required in order to continue the growth of the
combined companies. This growth places a significant demand on our management
and operational resources. Our management, personnel, systems, procedures,
controls and customer service may be inadequate to support our existing and
future operations. We anticipate continuing to invest heavily in our
technological infrastructure and to build and scale our systems in order to
meet the demands of our growing customer base.

The stock price of the combined company may be extremely volatile.

The market price of our common stock could fluctuate widely in response to
the following particular factors:

. actual or anticipated variations in operating results;

. announcements by us or our competitors of new products, significant
contracts, acquisitions, or relationships;

. additions or departures of key personnel;

. future equity or debt offerings or our announcements of these offerings;
and

. economic well being of community financial institutions.

In addition, in recent years, the stock market in general, and the Nasdaq
National Market and the securities of technology companies in particular, have
experienced extreme price and volume fluctuations. These fluctuations have
often been unrelated or disproportionate to the operating performance of
individual companies. These broad market fluctuations may materially adversely
affect our stock price, regardless of our operating results.

Government regulation of our business could cause us to incur significant
expenses, and failure to comply with certain regulations, if adopted, could
make our business less efficient or impossible.

The financial services industry is subject to extensive and complex federal
and state regulation. Financial institutions such as commercial banks, savings
and loans and credit unions operate under high levels of governmental
supervision. Our customers must ensure that our services and related products
work within the extensive and evolving regulatory requirements applicable to
them. We do not represent that our systems comply with such regulations.

24
<PAGE>

Neither federal depository institution regulators nor other regulators of
financial services require us to obtain any licenses. We are subject to
examination by the federal depository institution regulators under the Bank
Service Company Act and the Examination Parity and Year 2000 Readiness for
Financial Institutions Act. These regulators have broad supervisory authority
to remedy any shortcomings identified in any such examination.

Federal, state or foreign authorities could adopt laws, rules or
regulations relating to the financial services industry that affect our
business, such as by requiring us to comply with data, record keeping and
processing and other requirements. It is possible that laws and regulations
may be enacted with respect to the Internet, covering issues such as user
privacy, pricing, content, characteristics, taxation and quality of services
and products. Existing regulations may be modified. If enacted or deemed
applicable to us, these laws, rules or regulations could be imposed on our
activities or our business thereby rendering our business or operations more
costly, burdensome, less efficient or impossible, requiring us to modify our
current or future products or services.

Failure to attract and retain experienced personnel and senior management
could harm our ability to grow.

We believe that our future success will depend in large part upon our
continued ability to identify, hire, retain and motivate highly skilled
employees, who are in great demand. In particular, we believe that the
combined company must expand its research and development, marketing, sales
and customer support capabilities in order to effectively serve the evolving
needs of our present and future customers. Competition for these employees is
intense and we may not be able to hire additional qualified personnel in a
timely manner and on reasonable terms. In addition, our success depends on the
continuing contributions of our senior management and technical personnel, all
of whom would be difficult to replace. The loss of any one of them could
adversely affect our ability to execute our business strategy. Other than the
nFront executives with employment agreements described in this
prospectus/proxy statement, none of our employees is currently bound by an
employment agreement. Digital Insight does not have "key person" life
insurance policies covering any of our employees.

Our limited ability to protect our proprietary technology may adversely affect
our ability to compete, and we may be found to infringe proprietary rights of
others, which could harm our business.

Our future success and ability to compete depends in part upon our
proprietary technology. None of our technology is currently patented. Instead,
we rely on a combination of contractual rights and copyright, trademark and
trade secret laws to establish and protect our proprietary technology. We
generally enter into confidentiality agreements with our employees,
consultants, resellers, customers and potential customers, limit access to and
distribution of our source code, and further limit the disclosure and use of
other proprietary information. We cannot assure that the steps taken by us in
this regard will be adequate to prevent misappropriation of our technology or
that our competitors will not independently develop technologies that are
substantially equivalent or superior to our technology. Despite our efforts to
protect our proprietary rights, unauthorized parties may attempt to copy or
otherwise obtain or use our products or technology. Monitoring unauthorized
use of our products is difficult, and while we are unable to determine the
extent to which piracy of our software products exists, software piracy can be
expected to be a persistent problem. In addition, the laws of some foreign
countries do not protect our proprietary rights to the same extent as do the
laws of the United States.

We are also subject to the risk of claims and litigation alleging
infringement of the intellectual property rights of others. Third parties may
assert infringement claims in the future with respect to our current or future
products. Any assertion, regardless of its merit, could require us to pay
damages or settlement amounts and could require us to develop non-infringing
technology or pay for a license for the technology that is the subject of the
asserted infringement. Any litigation or potential litigation could result in
product delays, increased costs or both. In addition, the cost of litigation
and the resulting distraction of our management resources could adversely
affect our results of operations. We also cannot assure that any licenses for
technology necessary for our business will be available or that, if available,
these licenses can be obtained on commercially reasonable terms.

25
<PAGE>

Consolidation of the banking and financial services industry could cause our
sales to fall.

Consolidation of the banking and financial services industry could result
in a smaller market for our products and services. A variety of factors could
result in our customers reassessing their purchase or potential purchase of
our products and could result in termination of services by existing
customers. After consolidation, banks and other financial institutions may
experience a realignment of management responsibilities and a reexamination of
strategic and purchasing decisions. We may lose relationships with key
constituencies within our customer's organization due to budget cuts, layoffs,
or other disruptions following a consolidation. In addition, consolidation may
result in a change in the technological infrastructure of the combined entity.
Our products and services may not integrate with this new technological
infrastructure. In addition, the acquiring institution may have its own in-
house system or outsource to competitors. For example, in May 1999, Digital
Insight lost Home Savings of America as a customer after we was acquired by
Washington Mutual, which decided to integrate Home Savings' end users into its
existing home banking system.

Future sales of Digital Insight shares could affect the stock price.

The market price of Digital Insight common stock could fall dramatically if
stockholders sell large amounts of stock in the public market following the
merger. These sales, or the possibility that these sales may occur, could make
nFront shareholders unable to realize the value of the merger consideration
received (as measured prior to completion of the merger) and may make it more
difficult for Digital Insight to sell equity or equity-related securities in
the future. Based on the outstanding shares of common stock of Digital Insight
and nFront on January 6, 2000, upon the merger, there will be approximately
23,019,630 shares of Digital Insight outstanding. Of these shares,
approximately 3,133,192 shares issued to non-affiliate nFront shareholders
upon the merger will be freely tradable in the public market. The remaining
14,766,559 shares of common stock and approximately 5,119,878 shares to be
received by affiliates of nFront upon the merger are limited by restrictions
under the securities laws and "lock-up" agreements with underwriters and/or
the companies. These shares will be eligible for sale in the public market as
follows:

<TABLE>
<CAPTION>
First Eligible Sale Date Number
------------------------ ----------
<S> <C>
March 29, 2000................................................. 5,962,218
Two trading days after Digital Insight publicly announces
financial results covering at least 30 days of combined
operations of Digital Insight and nFront...................... 12,558,783
May 25, 2000................................................... 521,400
May 26, 2000................................................... 844,036
</TABLE>

Approximately 13,924,219 shares will be held by affiliates of Digital
Insight and nFront following the merger, which shares will also be subject to
certain conditions and restrictions under federal securities laws, including
satisfying applicable holding periods and complying with limitations on the
volume of sales.

As of January 6, 2000, Digital Insight had granted options to purchase
1,963,276 shares of its common stock and 1,505,620 shares of common stock were
available for future grant pursuant to its stock plans. An additional
1,000,000 shares may be available for future grant under the 1999 stock option
plan if the stockholders approve the current proposal to amend the 1999 stock
plan. All of these shares are subject to lock-up agreements which expire at
midnight on March 28, 2000. Upon the merger, outstanding nFront options will
be converted to options to purchase approximately 589,318 shares of Digital
Insight common stock. Digital Insight has registered the shares of common
stock subject to outstanding options and reserved for issuance under its stock
option plans and shares of common stock reserved for issuance under its
employee stock purchase plans. Accordingly, shares underlying vested options
will be eligible for resale in the public market beginning March 29, 2000.

In addition, there are 51,041 shares underlying outstanding Digital Insight
warrants, also subject to lock-ups, that will be eligible for resale in the
public market upon expiration of the warrant holders' respective one-year
holding periods under Rule 144, which will begin upon the date of exercise, or
in the case of a net exercise, on the date of grant of the warrant.

26
<PAGE>

Our operations may be disrupted if we or our vendors experience systems
failures or data corruption from the year 2000 issue.

Many computers, software and other equipment include computer code in which
calendar year data is abbreviated to only two digits. As a result of this
design decision, some of these systems could fail to operate or fail to
produce correct results if "00" is interpreted to mean 1900, rather than 2000.
These problems are widely expected to increase in frequency and severity as
the year 2000 approaches, and are commonly referred to as the "Year 2000"
problem. Beginning in 1998, Digital Insight and nFront began assessing the
abilities of their software and products to operate properly as a result of
the Year 2000 problem. We believe that our current products are Year 2000
compliant. However, any undetected Year 2000 problem in our products, or any
problem which cannot be solved in a timely and cost-effective manner could
substantially damage our customer relationships, disrupt our business, subject
us to threatened or actual litigation and result in reduced revenues.

The Year 2000 problem also affects the computers, software, other equipment
that we use, operate or maintain internally for our operations, and services
provided by third-party vendors. We employ widely available software
applications and other products from leading third-party vendors. To date, we
have obtained Year 2000 readiness verification from the majority of the third
party service and product providers associated with our critical development
and operations processes. However, any failure of third-party computer
products used by us to be Year 2000 compliant could interrupt and disrupt our
business. To fix any of these systems could require us to invest substantially
in our operating systems and to hire additional personnel. See "Digital
Insight Management's Discussion and Analysis of Financial Condition and
Results of Operations--Impact of Year 2000" on page 104 and "nFront
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Impact of Year 2000 Computer Issues" on page 137 for further
descriptions of the issues we face with regard to the Year 2000.

27
<PAGE>

THE DIGITAL INSIGHT MEETING

Date, time and place of Digital Insight's special meeting

The date, time and place of the special meeting of Digital Insight
stockholders are as follows:

February 10, 2000
9:00 a.m. Pacific Time
26025 Mureau Road
Calabasas, California 91302

Purpose of the special meeting

The special meeting is being held so that Digital Insight stockholders may
consider and vote upon a proposal to approve issuance of Digital Insight
common stock in a merger with nFront, Inc. that will cause nFront to become a
wholly-owned subsidiary of Digital Insight. The meeting is also being held so
that Digital Insight stockholders may consider and vote upon a proposal to
approve an increase of the number of shares of common stock reserved for
issuance of stock options under the 1999 Stock Plan from 1,500,000 to
2,500,000 and such other business as may properly come before the special
meeting. The merger agreement is included as Annex A to the attached proxy
statement/prospectus. If the merger is approved, among other things:

. Black Transitory Corporation, a wholly-owned subsidiary of Digital
Insight, will merge with and into nFront.

. Digital Insight will issue shares of common stock in the merger as
contemplated by the merger agreement. Digital Insight will issue 0.579
shares of Digital Insight common stock for each share of outstanding
nFront common stock.

Record date and outstanding shares

Digital Insight's board of directors has fixed the close of business on
January 6, 2000 as the record date for the special meeting. Only holders of
record of Digital Insight common stock at the close of business on the record
date are entitled to notice of and to vote at the meeting. As of the close of
business on the record date, there were 14,766,559 shares of Digital Insight
common stock outstanding and entitled to vote, held of record by approximately
86 stockholders, although Digital Insight has been informed that there are in
excess of 4,400 beneficial owners.

Vote and quorum required

Holders of Digital Insight's common stock are entitled to one vote for each
share held as of the record date. Approval of each of the proposals to be
voted upon by Digital Insight stockholders requires the affirmative vote of a
majority of the total voting power of the outstanding common stock of Digital
Insight present in person or represented by proxy at the meeting. Attendance
at the meeting in person or by proxy of a majority of the outstanding common
stock of Digital Insight is required for a quorum.

On the record date, directors, executive officers and affiliates of Digital
Insight as a group beneficially owned 8,804,341 shares of Digital Insight
common stock. Certain major stockholders of Digital Insight have entered into
stockholder voting agreements with nFront that obligate them to vote a total
of approximately 42.8% of Digital Insight's common stock outstanding as of the
record date, in favor of approval of the nFront merger and merger agreement.

28
<PAGE>

Abstentions; broker non-votes

Abstentions will be included in determining the number of shares present
and voting at the meeting and will have the same effect as votes against these
proposals. In the event that a broker, bank, custodian, nominee or other
record holder of Digital Insight common stock indicates on a proxy that it
does not have discretionary authority to vote certain shares on a particular
matter, which is called a broker non-vote, those shares will not be considered
for purposes of determining the number of shares entitled to vote with respect
to a particular proposal on which the broker has expressly not voted, but will
be counted for purposes of determining the presence or absence of a quorum for
the transaction of business.

Expenses of proxy solicitation

Digital Insight will pay the expenses of soliciting proxies to be voted at
the meeting. Following the original mailing of the proxies and other
soliciting materials, Digital Insight and its agents also may solicit proxies
by mail, telephone, telegraph or in person. Following the original mailing of
the proxies and other soliciting materials, Digital Insight will request
brokers, custodians, nominees and other record holders of Digital Insight
common stock to forward copies of the proxy and other soliciting materials to
persons for whom they hold shares of Digital Insight common stock and to
request authority for the exercise of proxies. In such cases, Digital Insight
upon the request of the record holders, will reimburse such holders for their
reasonable expenses.

Proxies

The proxy accompanying this proxy statement/prospectus is solicited on
behalf of the Digital Insight board of directors for use at the meeting.
Please complete, date and sign the accompanying proxy and promptly return it
in the enclosed envelope or otherwise mail it to Digital Insight. All properly
signed proxies that Digital Insight receives prior to the vote at the meeting
and that are not revoked will be voted at the meeting according to the
instructions indicated on the proxies or, if no direction is indicated, to
approve the nFront merger. You may revoke it at any time before it is
exercised at the meeting by taking any of the following actions:

. delivering a written notice to the Secretary of Digital Insight by any
means, including facsimile, bearing a date later than the date of the
proxy, stating that the proxy is revoked

. signing and delivering a proxy relating to the same shares and bearing a
later date prior to the vote at the meeting

. attending the meeting and voting in person, although attendance at the
meeting will not, by itself, revoke a proxy. Please note, however, that
if your shares are held of record by a broker, bank or other nominee and
you wish to vote at the meeting, you must bring to the meeting a letter
from the broker, bank or other nominee confirming your beneficial
ownership of the shares.

Digital Insight's board of directors does not know of any matter that is
not referred to in this proxy statement/prospectus to be presented for action
at the meeting. If any other matters are properly brought before the meeting,
the persons named in the proxies will have discretion to vote on such matters
in accordance with their best judgment.

29
<PAGE>

THE nFRONT MEETING

Date, place and time of nFront's special meeting

The special meeting of nFront's shareholders will be held on February 10,
2000, at the Norcross Marriott Hotel, 475 Technology Parkway, Norcross,
Georgia 30092, commencing at 11:00 a.m., local time.

Purpose of the special meeting

Digital Insight and nFront are furnishing this proxy statement/prospectus
to nFront shareholders in connection with the solicitation of proxies by
nFront's board of directors. The nFront board of directors will use the
proxies at the special meeting of shareholders of nFront to be held on
February 10, 2000 and at any adjournment or postponement thereof.

At the special meeting, nFront's shareholders will be asked to vote upon
the proposal to approve the agreement and plan of merger and reorganization
attached to this proxy statement/prospectus as Annex A and to authorize the
merger of a wholly-owned subsidiary of Digital Insight into nFront.

Record date

The nFront board of directors fixed the close of business on January 6,
2000 as the record date for the special meeting. Accordingly, only holders of
nFront capital stock of record at the close of business on January 6, 2000,
will be entitled to notice of, and to vote at, the special meeting.

nFront shareholders entitled to vote

As of January 6, 2000, there were outstanding 14,254,008 shares of nFront
common stock and such shares of nFront common stock were held by approximately
40 holders of record. Each share of nFront common stock entitles the holder
thereof to one vote.

Vote required; voting at the meeting

The attendance in person or by proxy of holders of a majority of nFront's
common stock is necessary for a quorum to exist at the special meeting.
Approval of the agreement and plan of merger and authorization of the merger
requires the affirmative vote of the holders of a majority of the outstanding
shares of nFront common stock.

The holders of 40.9% of the outstanding shares of nFront common stock have
agreed to vote in favor of the merger agreement and the merger, or if the
nFront board of directors changes its recommendation for the merger, such
shareholders will vote 86.3% of their shares, or 35.3% of the outstanding
shares of nFront common stock, in favor of the merger.

On the record date, nFront's directors and executive officers and
affiliates owned 8,842,633 shares, or approximately 62.0% of the outstanding
shares of nFront common stock. This number does not include stock that the
nFront directors and executive officers may acquire through the exercise of
stock options or warrants, or upon the conversion of warrants.

30
<PAGE>

Proxies

All properly executed proxies received before the vote at the special
meeting, and not revoked, will be voted in accordance with the instructions
indicated on the proxies. If no instructions are indicated, such proxies will
be voted FOR the proposal to approve the merger agreement and the merger, and
the proxy holder may vote the proxy in its discretion as to any other matter
which may properly come before the meeting.

Any abstention will have the same effect as a vote AGAINST the approval of
the merger agreement and the merger.

A nFront shareholder who has given a proxy solicited by nFront's board of
directors may revoke it by

. giving written notice of revocation to the Secretary of nFront,

. delivering a later dated proxy to the Secretary of nFront, or

. attending the special meeting and voting in person.

Any written notice of revocation or subsequent proxy must be sent so as to
be delivered at or before the taking of the vote at the special meeting to
nFront, Inc., 520 Guthridge Court, N.W., Suite 100, Norcross, Georgia 30092,
Attention: Jeffrey W. Hodges, Secretary.

The expenses of the solicitation of proxies for the special meeting will be
borne by nFront, except that Digital Insight will share equally the expenses
incurred in connection with filing and printing this proxy
statement/prospectus.

In addition to solicitation by mail, directors, officers and key employees
of nFront may solicit proxies in person or by telephone, telegram or other
means of communication. These persons will receive no additional compensation
for solicitation of proxies, but may be reimbursed for reasonable out-of-
pocket expenses.

You should not send in any stock certificates with your proxies. A
transmittal form with instructions for the surrender of stock certificates for
shares of nFront will be mailed to you as soon as practicable after completion
of the merger.

Rights of dissenting shareholders

Georgia law provides dissenters' rights to shareholders of Georgia
corporations in certain situations. However, such dissenters' rights are not
available to shareholders of a corporation, such as nFront:

. whose securities are listed on a national securities exchange or held of
record by more than 2,000 shareholders; and

. whose shareholders are not required to accept in exchange for their
shares anything other than

(A) stock in another corporation listed on a national securities
exchange or held of record by more than 2,000 shareholders, and

(B) cash payments in lieu of fractional shares.

Due to the following factors, shareholders of nFront will not have
dissenters' rights with respect to the merger:

. nFront common stock is traded on the Nasdaq National Market;

. nFront's shareholders are being offered stock of Digital Insight, which
is also traded on The Nasdaq National Market (a national securities
exchange for purposes of Georgia law); and

. nFront's shareholders are being offered cash in lieu of fractional
shares.

31
<PAGE>

Recommendation of the board of directors

The board of directors of nFront has unanimously determined that the terms
of the merger agreement and the merger are in the best interests of nFront and
the nFront shareholders. Accordingly, the nFront board of directors recommends
that nFront shareholders vote FOR the proposal to approve the merger agreement
and the merger.

32
<PAGE>

THE nFRONT MERGER

This section of the proxy statement/prospectus describes the proposed
nFront merger. While we believe that the description covers the material terms
of the merger and the related transactions, this summary may not contain all
of the information that is important to you. You should carefully read this
entire document and the other documents we referred to for a more complete
understanding of the merger.

Background of the nFront Merger and Related Agreements

In December 1997, Paul Fiore, Digital Insight's then-President and Chief
Executive Officer, met with Brady L. "Tripp" Rackley III, Chairman and Chief
Executive Officer of nFront, at Digital Insight's facility. The parties
discussed the relative strengths of their respective companies, nFront's
strong market share in the community bank sector and Digital Insight's
leadership position in the credit union sector. The parties then had
preliminary discussions about the strategic advantages of combining the
complementary strengths of the two companies and the merits of a possible
business combination. No final agreement was reached, and in May 1998, the
parties ended the discussions.

The parties agreed to reflect upon the discussions and meet again perhaps
at some future date to pursue the matter further. The parties, however, made
no firm commitments to do so.

Beginning in mid-1999, Tripp Rackley, nFront's President and John Dorman,
Digital Insight's Chief Executive Officer had several general discussions
regarding a potential strategic relationship involving the two companies.

On October 6, 1999, Digital Insight and nFront executed a mutual non-
disclosure agreement. Thereafter, Mr. Dorman and Mr. McDonnell had multiple
contacts with Mr. Rackley and Jeffrey W. Hodges, nFront's Chief Financial
Officer, to discuss the specific financial and other benefits of a business
relationship, the two companies' business strategies, whether a cultural fit
existed and how the two companies could be integrated. In order to facilitate
these discussions, Messrs. McDonnell and Hodges exchanged financial
performance and other information regarding the two companies.

Between October 6, 1999 and October 11, 1999, nFront management, with
assistance from two of nFront's non-employee directors, evaluated potential
financial advisors for the purpose of assisting the board in evaluating and
potentially pursuing possible strategic combinations. Subject to the approval
of the full board of directors, senior management of nFront determined to
engage Donaldson, Lufkin & Jenrette Securities Corporation as nFront's
financial advisor.

On October 19, 1999, nFront's board of directors met with nFront's senior
management and legal advisors to discuss the status of management's
assessments of various potential business combination candidates, including
Digital Insight. Management updated the board on the developments with respect
to the decision to engage Donaldson, Lufkin & Jenrette and the discussions
with Digital Insight. With respect to Digital Insight, the nFront board
reviewed and discussed matters relating to the respective strategies of the
two companies, the cultural fit and the perceived advantages and disadvantages
of integrating the two businesses. The board authorized management to direct
Donaldson, Lufkin & Jenrette to contact other potential candidates for
business combinations and approved an initial list of eighteen companies other
than Digital Insight for management and Donaldson, Lufkin & Jenrette to
contact. The board also authorized management to continue discussions with
Digital Insight. The board ratified and approved the engagement of Donaldson,
Lufkin & Jenrette as nFront's financial advisor.

Between October 19, 1999 and November 8, 1999, representatives of
Donaldson, Lufkin & Jenrette placed telephone calls to eighteen other
companies which had been identified in its discussions with senior management
of nFront as potential business combination partners. Additionally, senior
management of nFront contacted some of the potential candidates. Senior
management and representatives of Donaldson, Lufkin & Jenrette met by

33
<PAGE>

telephone or in person with three of the potential candidates, other than
Digital Insight, who expressed an interest in discussing a potential
combination. Discussions with these other candidates did not result in a
proposal for a business combination with nFront.

From October 19, 1999 through the execution of the merger agreement with
Digital Insight on November 21, 1999, members of nFront's management had
frequent discussions with nFront's non-employee directors regarding the
progress of the negotiations and the progress of the contacts with other
potential business combination candidates.

In various telephone calls between November 1, 1999 and November 10, 1999,
at the direction of their respective clients, representatives of Donaldson,
Lufkin & Jenrette and representatives of Morgan Stanley & Co. Incorporated,
Digital Insight's financial advisor, discussed the businesses and prospects of
nFront and Digital Insight, relative market valuations and potential business
and financial terms of a possible business combination.

On November 10, 1999, Digital Insight's board of directors met at a
regularly scheduled meeting. At the meeting, the board instructed Digital
Insight's management to continue discussions with nFront and approved the
engagement of Morgan Stanley & Co. Incorporated as financial advisor to
Digital Insight. From November 10, 1999 to the execution of the merger
agreement on November 21, 1999, members of Digital Insight's management
discussed the progress of the negotiations with Digital Insight's outside
directors on an informal, but regular basis.

On November 10, 1999, the nFront board of directors held its regular annual
board meeting following the nFront 1999 annual shareholders meeting. At the
board meeting, senior management reviewed with the board of directors the
status of discussions with various potential business combination candidates
and management's view of the growth of nFront's business and the advantages
and disadvantages of continuing to pursue such combinations. The board
determined to continue the discussions with potential combination candidates.

On November 11, 1999, Mr. Dorman briefed Digital Insight's board of
directors by telephone on the status of their discussions with nFront. Digital
Insight's board of directors encouraged Mr. Dorman to proceed with
negotiations with nFront. Subsequently on November 11, 1999, Mr. Dorman and
Morgan Stanley & Co. Incorporated executed an engagement letter related to the
proposed transaction.

On November 12, 1999, the nFront board of directors met by telephone with
senior management and representatives of nFront's financial and legal
advisors. Donaldson, Lufkin & Jenrette provided the board with an overview of
the results of the telephone calls and meetings that had been conducted since
October 19, 1999 as well as certain quantitative analyses of nFront, Digital
Insight and, based on discussions with members of nFront management, a
proposed structure and valuation range for a combination with Digital Insight.
After extensive discussions, the nFront board concluded that continuing the
negotiation of the proposed combination with Digital Insight was in the best
interests of nFront and its shareholders and, accordingly, authorized senior
management to continue to negotiate the exchange ratio within a specified
range and, upon achieving an agreement in principle on such ratio, to commence
the process of preparing and negotiating the terms of the merger agreement and
related agreements on a basis consistent with the discussions during the board
meeting.

On several occasions on November 12, 1999 and November 13, 1999, Messrs.
Rackley, Campbell and Hodges, representatives of Donaldson Lufkin & Jenrette,
Messrs. Dorman and McDonnell and representatives of Morgan Stanley & Co.
Incorporated discussed the terms of the potential strategic business
combination.

From November 16, 1999 through November 21, 1999, Digital Insight and
nFront, together with their respective legal, financial and accounting
advisors, conducted extensive due diligence reviews and engaged in negotiation
of the terms of the merger agreement and the other related agreements.
Representatives of PricewaterhouseCoopers LLP, Digital Insight's independent
auditors, advised Digital Insight's management and its legal counsel of the
accounting treatment of the proposed merger.

34
<PAGE>

On November 19, 1999, Digital Insight's board of directors met via
teleconference with senior management and Digital Insight's legal, financial
and accounting advisors at a special telephonic meeting to discuss the status
of the negotiations with nFront, Digital Insight's due diligence review of
nFront and the directors' comments on the draft of the merger agreement. After
management provided its view of the proposed merger, Morgan Stanley & Co.
Incorporated presented various financial analyses to assist in evaluating the
proposed exchange ratio. This discussion was followed by a presentation by
members of Wilson Sonsini Goodrich & Rosati, Professional Corporation, Digital
Insight's outside legal counsel, of the proposed terms of the merger
agreement, the structure of the transaction and related documents.

In the evening of November 19, 1999, nFront's board of directors, with its
financial and legal advisors present, met telephonically to discuss the status
of negotiations, the draft merger agreement and the related agreements, the
results of due diligence and other strategic alternatives available to nFront.
Donaldson, Lufkin & Jenrette provided nFront's board of directors with certain
quantitative analyses of nFront, Digital Insight and the Internet banking
services industry, and representatives of Donaldson, Lufkin & Jenrette and
counsel for nFront, Morris, Manning & Martin, L.L.P., reviewed the proposed
merger's structure and terms and conditions. At the meeting, nFront's board of
directors considered the proposed terms of the draft of the merger agreement,
the related agreements and the proposed exchange ratio. After extensive
discussions, the nFront board concluded that continuing the negotiation of the
proposed combination with Digital Insight was in the best interests of nFront
and its shareholders and accordingly authorized senior management to continue
to negotiate the terms of the merger agreement and related agreements on a
basis consistent with the discussions during the board meeting.

In the early morning of November 21, 1999, Digital Insight's board of
directors met again with senior management and representatives of Morgan
Stanley & Co. Incorporated and Wilson Sonsini Goodrich & Rosati at a special
telephonic meeting of the board to review the status of the negotiations with
nFront, the terms of the draft merger agreement and Digital Insight's due
diligence review of nFront. At this meeting, representatives of Morgan Stanley
& Co. Incorporated reviewed updated financial terms of the transaction and
orally informed Digital Insight's board of directors of its opinion
(subsequently confirmed in writing) that the exchange ratio was fair, from a
financial point of view, to Digital Insight. Morgan Stanley & Co. Incorporated
also responded to questions raised by members of Digital Insight's board of
directors regarding its analysis and opinion. For a more detailed discussion
of such analysis and opinion, see "Opinion of Digital Insight's financial
advisor" below. Digital Insight's management reviewed the other terms of the
merger with the board. Wilson Sonsini Goodrich & Rosati discussed the board's
fiduciary obligations. Following these presentations, the board engaged in a
full discussion of the terms of the proposed merger, including the strategic
benefits of the combination, the terms and conditions of the proposed merger
agreement, and the analysis and opinion of Morgan Stanley & Co. Incorporated.
Digital Insight's board of directors concluded that the merger agreement was
fair to Digital Insight's stockholders and that the proposed merger was in the
best interests of Digital Insight and its stockholders. Accordingly, at the
conclusion of the meeting, Digital Insight's board of directors unanimously
approved the merger and the terms of the merger agreement and related
documents and authorized management to proceed with the execution of the
transaction documents.

In the evening on November 21, 1999, nFront's board of directors, with its
financial and legal advisors present, met again. All members of nFront's board
of directors were present at the meeting either in person or telephonically.
Senior management and nFront's legal advisors reviewed with the members of
nFront's board of directors the terms and conditions of the drafts of the
merger agreement, the shareholders agreements and the related agreements.
Representatives of Donaldson, Lufkin & Jenrette presented an analysis of the
financial terms of the proposed merger and delivered their written opinion to
the effect that the exchange ratio was fair to the holders of nFront common
stock, from a financial point of view. Following these presentations, nFront's
board of directors engaged in a full discussion of the terms of the proposed
transaction and its advisability and posed questions to the representatives of
Donaldson, Lufkin & Jenrette regarding the financial terms of the merger and
to a representative of Morris, Manning & Martin regarding the agreements.
nFront's board of directors then determined that the merger and the exchange
ratio of 0.579 were fair to, and in the best interests of, nFront and its
shareholders, and accordingly, nFront's board of directors unanimously
approved and adopted the merger agreement and the related agreements and
directed that the officers and legal advisors of nFront complete and

35
<PAGE>

execute the merger agreement and the related agreements. The nFront board
determined to submit the merger to the nFront shareholders for their approval,
with the Board's recommendation that the shareholders approve the merger.

During the evening of November 21, 1999, the parties executed the merger
agreement, and the related transaction documents. The merger was jointly
announced by Digital Insight and nFront on the morning of November 22, 1999.

Digital Insight's Reasons for the Merger

At a meeting held on November 21, 1999, the board of directors of Digital
Insight concluded that the merger was in the best interests of Digital Insight
and its stockholders and determined to recommend that the stockholders approve
the stockholder proposals relating to the merger. In its evaluation of the
merger, Digital Insight's board of directors identified several potential
benefits of the merger, the most important of which included the board's
expectation that:

. the acquisition would provide a growth opportunity for Digital Insight,
and help provide the opportunity to achieve a leading market position;

. nFront would improve Digital Insight's East Coast presence, add a
substantial number of banks and potential end users to Digital Insight's
current client base and increase the number and types of interfaces with
data processing vendors;

. the number of combined community financial institutions under contract
and potential end users of the two companies would enhance Digital
Insight's relationship with third-party content and service providers,
potentially leading to better service and product offerings and higher
profit margins;

. the potential synergies of the combined companies in marketing, the
operation of data centers and in research and development may enable a
net reduction in expenses;

. the merger and its related synergies may help enable Digital Insight
accelerate its revenue growth and timing to achieve profitability; and

. Digital Insight would acquire a pool of talented and highly skilled
employees with proven capabilities in a tight labor market.

Digital Insight's board of directors consulted with senior management, as
well as its legal counsel, independent accountants and financial advisors, in
reaching its decision to approve the merger. In its evaluation of the merger,
the Digital Insight board reviewed several factors, including, but not limited
to, the following:

. historical information concerning Digital Insight's and nFront's
respective businesses, financial performance and condition, operations,
technology and management, including reports concerning results of
operations during the most recent fiscal quarter for each company filed
with the SEC

. Digital Insight management's view of the financial condition, results of
operations and businesses of Digital Insight and nFront before and after
giving effect to the merger and the Digital Insight board's determination
of the merger's effect on stockholder value

. current financial market conditions and historical market prices,
volatility and trading information

. the consideration nFront shareholders will receive in the merger in light
of comparable transactions

. the opinion of Morgan Stanley & Co. Incorporated that, as of the date of
its opinion and subject to the considerations described in the opinion,
the exchange ratio in the merger is fair from a financial point of view
to Digital Insight

. the belief that the terms of merger agreement are reasonable

. the impact of the merger on Digital Insight's customers and employees

36
<PAGE>

. reports from management, legal, financial and accounting advisors as to
the results of the due diligence investigation of nFront

. the expectation that the merger will be accounted for as a pooling of
interests

The Digital Insight board also identified and considered a number of
potentially negative factors in its deliberations concerning the merger
including the following:

. the risk that the potential benefits of the merger may not be realized

. the possibility that the merger may not be consummated, even if approved
by Digital Insight's and nFront's stockholders

. the risk that the merger may not be treated as a pooling of interests
transaction

. the effect of the public announcement of the merger on nFront's sales and
customer relations

. the risk of management and employee disruption associated with the
merger, including the risk that despite the efforts of the combined
company, key technical, sales and management personnel might not remain
employed by the combined company

. the risk that the merger could adversely affect Digital Insight's
relationship with certain of its customers and strategic partners

. other applicable risks described in this prospectus/proxy statement under
"Risk Factors" on page 17

The board concluded however, that, on balance, the potential benefits to
Digital Insight and its stockholders of the merger outweighed the risks
associated with the merger. The discussion of the information and factors
considered by the Digital Insight board is not intended to be exhaustive. In
view of the variety of factors considered in connection with its evaluation of
the merger, the Digital Insight board did not find it practicable to, and did
not quantify or otherwise assign relative weight to, the specific factors
considered in reaching its determination.

Recommendation of Digital Insight's Board of Directors

After careful consideration, the Digital Insight board of directors has
determined the merger agreement and the merger to be fair to and in the best
interests of the stockholders. In connection with the merger, Digital
Insight's board of directors recommends approval of the issuance of shares of
Digital Insight common stock in the merger as described in this
prospectus/proxy statement.

nFront's Reasons for the nFront Merger

nFront's board of directors has determined that the terms of the merger and
the merger agreement are fair to, and in the best interests of, nFront and its
shareholders. Accordingly, nFront's board of directors has approved the merger
agreement and the consummation of the merger and recommends that you vote FOR
approval of the merger agreement and the merger.

In reaching its decision, nFront's board of directors identified several
potential benefits of the merger, the most important of which included:

. the combined companies would have a substantial number of bank clients
and end users in the community banking market, representing a significant
step forward in nFront's strategy of becoming the leader among Internet
banking services providers for financial institutions;

. the combination of nFront's strong relationships and reputation in the
community banking market, together with Digital Insight's strength in
servicing credit unions may provide opportunities to realize significant
benefits and long-term value to shareholders;

37
<PAGE>

. the combined companies would have a stronger base of recurring revenues
than nFront on a stand-alone basis;

. the percentage of the combined companies which the nFront shareholders
will receive in the merger; and

. by combining with Digital Insight, nFront's shareholders will be afforded
increased trading liquidity for their investment.

nFront's board of directors consulted with nFront's senior management, as
well as its legal counsel, independent accountants and financial advisors, in
reaching its decision to approve the merger. Among the factors considered by
nFront's board of directors in its deliberations were the following:

. the financial condition, results of operations, cash flow, business and
prospects of nFront and Digital Insight;

. the intense competition in the Internet banking services industry and the
ability of larger industry participants to increase market share;

. the current economic and industry environment, including the continued
trend for financial institutions to outsource the provision of Internet
based banking services to their commercial and individual customers;

. the complementary nature of the technology, products, services and
customer base of nFront and Digital Insight;

. the key strengths that Digital Insight will provide as a merger partner,
including Digital Insight's expanding active and potential end-user base,
its reputation as the leading provider of real-time Internet banking
services to community financial institutions, the recurring nature of a
substantial portion of its revenues, and its strong relationships with
credit-unions and financial data processing vendors;

. the terms of the merger agreement and related agreements, which were the
product of extensive arm's length negotiations. In particular, nFront's
board of directors considered the shareholders agreement, the events
triggering payment of the termination fee and the limitations on the
ability of nFront to negotiate with other companies regarding an
alternative transaction, and the potential effect these provisions would
have on nFront receiving alternative proposals that could be superior to
the merger. Because nFront's board of directors conducted an extensive
review of its strategic alternatives prior to entering into the merger
agreement, and because these provisions were required by Digital Insight
in order for it to enter into the merger agreement, nFront's board of
directors determined that the value for nFront shareholders represented
by the terms of the merger justified these requirements;

. the fact that the merger is expected to qualify as a tax-free
reorganization and to be accounted for using the pooling of interests
method of accounting; and

. the analysis prepared by Donaldson, Lufkin & Jenrette and presented to
nFront's board of directors at its meeting on November 21, 1999 and the
opinion of Donaldson, Lufkin & Jenrette that, as of November 21, 1999,
the exchange ratio set forth in the merger agreement was fair, from a
financial point of view, to the holders of nFront common stock, as
described more fully in the text of the entire opinion attached as Annex
C to this proxy statement/prospectus and under "Opinion of nFront's
Financial Advisor."

In assessing the transaction, nFront's board of directors considered a
variety of information, including the following:

. historical information concerning the businesses operations, positions
and results of operations, technology and management style, competitive
position, industry trends and prospects of nFront and Digital Insight;

. information contained in SEC filings by Digital Insight;

. current and historical market prices, volatility and trading data for the
two companies;

38
<PAGE>

. information and advice based on due diligence investigations by members
of nFront's board of directors and management and nFront's legal,
financial and accounting advisors concerning the business, technology,
services, operations, properties, assets, financial condition, operating
results and prospects of Digital Insight, trends in Digital Insight's
business and financial results and capabilities of Digital Insight's
management team; and

. financial information and analyses prepared by Donaldson, Lufkin &
Jenrette.

nFront's board of directors also identified and considered a number of
uncertainties and risks in its deliberations concerning the merger, including
the following:

. the risk that the potential benefits sought in the merger might not be
fully realized, if at all;

. the possibility that the merger may not be consummated, even if approved
by nFront's stockholders;

. the risk that the combined company might experience slow growth relative
to the prior growth rate of the individual companies;

. the risk that the merger could adversely affect nFront's relationship
with certain of its customers and strategic partners; and

. the other risks associated with the businesses of Digital Insight, nFront
and the merged companies and the merger described in this proxy
statement/prospectus under "Risk Factors."

As a result of the foregoing considerations, nFront's board of directors
determined that the potential advantages of the merger outweighed the benefits
of remaining a separate company. nFront's board of directors believes that the
combined company will have a far greater opportunity than nFront alone to
compete in its industry.

The discussion of the information and factors considered by the nFront
board is not intended to be exhaustive. In view of the variety of factors
considered in connection with its evaluation of the merger, the nFront board
did not find it practicable to, and did not quantify or otherwise assign
relative weight to, the specific factors considered in reaching its
determination.

Recommendation of nFront's Board of Directors

After careful consideration, nFront's board of directors unanimously
determined that the merger is in your best interests and unanimously approved
the merger agreement and recommends that you vote for approval and adoption of
the merger agreement and the merger.

In considering the recommendation of nFronts board of directors with
respect to the merger agreement, you should be aware that some directors and
officers of nFront have interests in the merger that are different from, or
are in addition to the interests of nFront shareholders generally. Please see
the section entitled "Interests of Certain Directors, Officers and Affiliates
in the Merger" on page 50 of this proxy statement/prospectus.

Opinion of Digital Insight's Financial Advisor

Under an engagement letter dated November 11, 1999, Digital Insight
retained Morgan Stanley & Co. Incorporated to provide financial advisory
services and a financial fairness opinion in connection with the merger. The
Digital Insight board of directors selected Morgan Stanley & Co. Incorporated
to act as Digital Insight's financial advisor based on Morgan Stanley & Co.
Incorporated's qualifications, expertise and reputation and its knowledge of
the business and affairs of Digital Insight. At a telephonic meeting of the
Digital Insight board of directors on November 21, 1999, Morgan Stanley & Co.
Incorporated rendered its oral opinion, subsequently

39
<PAGE>

confirmed in writing, that, as of November 21, 1999, based upon and subject to
the various considerations set forth in the opinion, the exchange ratio
pursuant to the merger agreement was fair to Digital Insight from a financial
point of view.

The full text of the written opinion of Morgan Stanley & Co. Incorporated
dated November 21, 1999 is attached as Appendix B to this document and sets
forth, among other things, the assumptions made, procedures followed, matters
considered and limitations on the scope of the review undertaken by Morgan
Stanley & Co. Incorporated in rendering its opinion. Digital Insight
shareholders are urged to, and should, read the opinion carefully and in its
entirety. Morgan Stanley & Co. Incorporated's opinion is directed to the
Digital Insight Board of Directors and addresses only the fairness from a
financial point of view to Digital Insight of the exchange ratio pursuant to
the merger agreement as of the date of the opinion. It does not address any
other aspect of the merger and does not constitute a recommendation to any
holder of Digital Insight common stock as to how to vote at the Digital
Insight Special Meeting. The summary of the opinion of Morgan Stanley & Co.
Incorporated set forth in this document is qualified in its entirety by
reference to the full text of the opinion.

In connection with rendering its opinion, Morgan Stanley & Co.
Incorporated, among other things:

. reviewed certain publicly available financial statements and other
information of nFront and Digital Insight;

. reviewed certain internal financial statements and other financial and
operating data concerning nFront and Digital Insight prepared by the
management of nFront and Digital Insight, respectively;

. analyzed certain financial projections prepared by the management of
nFront and Digital Insight, respectively;

. discussed the past and current operations and financial condition and the
prospects of nFront and Digital Insight with senior executives of nFront
and Digital Insight, respectively;

. analyzed the pro forma impact of the merger on Digital Insight's revenue
and gross profit per share;

. reviewed the reported prices and trading activity for nFront common stock
and Digital Insight common stock;

. compared the financial performance of nFront and Digital Insight and the
prices and trading activity of nFront common stock and Digital Insight
common stock with that of certain other comparable publicly-traded
companies and their securities;

. reviewed the financial terms, to the extent publicly available, of
certain comparable acquisition transactions;

. participated in discussions and negotiations among representatives of
nFront and Digital Insight and their financial and legal advisors;

. reviewed a draft of the merger agreement, dated November 21, and certain
related documents; and

. performed such other analysis and considered such other factors as Morgan
Stanley & Co. Incorporated deemed appropriate.

Morgan Stanley & Co. Incorporated, assumed and relied upon, without
independent verification, the accuracy and completeness of the information
reviewed by Morgan Stanley & Co. Incorporated for the purposes of its opinion.
With respect to the financial projections, Morgan Stanley & Co. Incorporated
assumed that they were reasonably prepared on bases reflecting the best
currently available estimates and judgments of the future financial
performance of nFront and Digital Insight, respectively. In addition, Morgan
Stanley & Co. Incorporated assumed that the merger will be consummated in
accordance with the terms set forth in the draft merger agreement dated
November 21, 1999. Morgan Stanley & Co. Incorporated relied upon, without
independent verification, the assessment by the management of nFront and
Digital Insight of the strategic benefits expected to

40
<PAGE>

result from the transaction. Morgan Stanley & Co. Incorporated also relied
upon, without independent verification, the assessment by the management of
nFront and Digital Insight of the technologies and products of nFront and
Digital Insight, the timing and risks associated with the integration of
nFront and Digital Insight and the validity of, and risks associated with,
nFront's and Digital Insight's existing and future products and technologies.

Morgan Stanley & Co. Incorporated did not make any independent valuation or
appraisal of the assets or liabilities of nFront or Digital Insight, nor was
Morgan Stanley & Co. Incorporated furnished with any such appraisals. The
Morgan Stanley & Co. Incorporated opinion is necessarily based on economic,
market and other conditions as in effect on, and the information made
available to Morgan Stanley & Co. Incorporated as of, November 21, 1999.

The following is a brief summary of certain of the analyses performed by
Morgan Stanley & Co. Incorporated in connection with its oral opinion and the
preparation of its opinion letter dated November 21, 1999. Certain of these
summaries of financial analyses include information presented in tabular
format. In order to understand fully the financial analyses used by Morgan
Stanley & Co. Incorporated, the tables must be read together with the text of
each summary. The tables alone do not constitute a complete description of the
financial analyses.

nFront Stock Price Performance. Morgan Stanley & Co. Incorporated reviewed
the recent stock price performance of nFront common stock over the time period
from June 29, 1999 through November 19, 1999. Morgan Stanley & Co.
Incorporated observed the following:

<TABLE>
<CAPTION>
nFront Common
Stock Closing
Price
Period Ending -------------
November 19, 1999 High Low
----------------- ------ ------
<S> <C> <C>
Since June 29, 1999.......................................... $23.69 $10.00
Last 30 trading days......................................... 18.75 10.38

<CAPTION>
Close
------
<S> <C> <C>
November 19, 1999............................................ $18.75
</TABLE>

Exchange Ratio Analysis. Morgan Stanley & Co. Incorporated reviewed the
ratios of the closing prices of nFront common stock to the corresponding
closing prices of Digital Insight common stock over various periods from
October 1, 1999 through November 19, 1999. Morgan Stanley & Co. Incorporated
examined the premia represented by the transaction exchange ratio of 0.579
relative to the average exchange ratio over various periods:

<TABLE>
<CAPTION>
Implied Transaction
Period Ending Period Average Exchange Ratio
November 19, 1999 Exchange Ratio Premium
----------------- -------------- -------------------
<S> <C> <C>
Since October 1, 1999................... 0.35x 65%
Last 30 trading Days.................... 0.35 65%
Last 20 trading Days.................... 0.35 67%
Last 10 trading Days.................... 0.31 88%
Last 5 trading Days..................... 0.31 89%
November 19, 1999....................... 0.37 55%
</TABLE>

41
<PAGE>

Relative Contribution Analysis. Morgan Stanley & Co. Incorporated reviewed
the relative contribution of nFront to the pro forma financial performance of
the combined company following the merger based on a number of financial
statistics. Morgan Stanley & Co. Incorporated based its analysis on securities
research analyst projections of revenues and gross profit for nFront for
calendar year 2000. Morgan Stanley & Co. Incorporated also analyzed an
"adjusted" case which was calculated by applying a 15% discount to the
securities research analyst estimates of revenue and gross profit. Morgan
Stanley & Co. Incorporated observed, among other things, the following:

<TABLE>
<CAPTION>
Implied Value
Financial Statistic Contribution (%) per Share
------------------- ---------------- -------------
<S> <C> <C>
CY2000 Revenues (Research).................. 42% $38.00
CY2000 Revenues (Adjusted).................. 38 32.69
CY2000 Gross Profit (Research).............. 50 51.10
CY2000 Gross Profit (Adjusted).............. 46 43.97
</TABLE>

Based on its analyses, Morgan Stanley & Co. Incorporated estimated a value
range of $32.50-$43.50 per share of nFront common stock. Morgan Stanley & Co.
Incorporated observed that the implied transaction consideration of $29.02 per
share of nFront common stock as of November 21, 1999 was below the value range
implied by the relative contribution analysis.

Comparable Company Trading Analysis. Morgan Stanley & Co. Incorporated
compared certain financial information of Digital Insight and nFront with
publicly available information for selected companies engaging in Bank
Processing Technology and in e-Commerce Infrastructure. Based on estimates
from securities research analysts and closing prices as of November 19, 1999,
the following table presents the ratio of aggregate value (defined as market
value plus debt less cash) to revenues for calendar year 2000:

<TABLE>
<CAPTION>
Agg. Value/
Company CY2000 Revenues
------- ---------------
<S> <C>
Digital Insight........................................... 25.0
nFront.................................................... 11.6
Bank Processing Technology
Check Free.............................................. 16.3
Security First.......................................... 9.6
Sanchez................................................. 10.4
Online Resources........................................ 2.6
e-Commerce Infrastracture
Exodus.................................................. 18.3
Intuit.................................................. 2.1
DoubleClick............................................. 19.3
</TABLE>

Based on its comparable company analyses and securities research analyst
estimated nFront calendar year 2000 revenue of $22.3 million, Morgan Stanley &
Co. Incorporated estimated a value range of $13.50-$38.25 per share of nFront
common stock. Morgan Stanley & Co. Incorporated also applied a 35% control
premium to the estimated value range based on the public comparable companies,
resulting in an implied acquisition value range of $18.25-$51.75 per share of
nFront common stock. Morgan Stanley & Co. Incorporated observed that the
implied transaction consideration of $29.02 per share of nFront common stock
as of November 21, 1999 was within each of these two estimated value ranges.

No company utilized in the comparable company analysis is identical to
nFront or Digital Insight. In evaluating the comparable companies, Morgan
Stanley & Co. Incorporated made judgments and assumptions with regard to
industry performance, general business, economic, market and financial
conditions and other matters, many of which are beyond the control of nFront
or Digital Insight, such as the impact of competition on the businesses of
nFront and Digital Insight and the industry in general, industry growth and
the absence of any adverse material change in the financial condition and
prospects of nFront and Digital Insight or the industry or in the financial
markets in general. Mathematical analysis (such as determining the average or
median) is not in itself a meaningful method of using comparable company data.

42
<PAGE>

Analysis of Selected Precedent Transactions. Based on publicly available
information, Morgan Stanley & Co. Incorporated compared the premia for
selected Internet-related transactions to the relevant financial statistics
for nFront implied by the exchange ratio and the closing share price of
Digital Insight common stock as of November 19, 1999. The following table
presents the implied transaction exchange ratio premium to the 30-day average
exchange ratio for the selected transactions:

<TABLE>
<CAPTION>
Premium to 30-Day
Target/Acquiror Exchange Ratio
--------------- -----------------
<S> <C>
Onsale / Egghead.com...................................... -4.6%
iMall, Inc. / Excite@Home................................. 37.8
NetGravity / DoubleClick.................................. 20.3
MarketGuide / Multex.com.................................. 67.3
Abacus Direct / DoubleClick............................... 41.4
Telebanc Financial / E*Trade Group........................ 22.2
WebMD / Healtheon......................................... N/A
Edify / Security First.................................... 93.6
BigCharts / Marketwatch.com............................... N/A
MEDE America / Healtheon.................................. 75.6
broadcast.com inc. / Yahoo!............................... 35.1
Go2Net / Vulcan Ventures.................................. N/A
Lycos / Ticketmaster / USA Ntwks.......................... N/A
Moviefone Inc. / America Online........................... 42.8
Geocities / Yahoo!........................................ 97.7
Excite / @Home............................................ 50.9
Shopping.com / Compaq Computer............................ N/A
Netscape / America Online................................. 13.6
N2K Inc. / Cdnow, Inc..................................... 1.5
Mecklermedia / Penton Media............................... N/A
Icon CMT Corp. / Qwest.................................... 35.7
INET Inc. / PSINet Inc.................................... N/A
Internet Communications Corp./ Rocky Mountain Internet.... 15.2
Logic Works / Platinum Technology......................... 47.8
Compuserve / Worldcom..................................... 11.0
Excite (19%) / Intuit..................................... N/A
Digex Inc. / Intermedia Comm. Inc......................... N/A
BBN Corp. / GTE Corp...................................... N/A
Verifone / Hewlett Packard................................ 56.5
Unnet Technologies / MFS Communication.................... 75.0
Mean...................................................... 41.8%
Median.................................................... 39.6
</TABLE>

Morgan Stanley & Co. Incorporated applied a premium range of 35% to 75% to
the average exchange ratio of nFront common stock to Digital Insight common
stock over the 20-day and 30-day periods ending November 21, 1999. Based on
this analysis, Morgan Stanley & Co. Incorporated estimated a value range for
nFront common stock of $23.50-$30.50 per share. Morgan Stanley & Co.
Incorporated observed that the implied transaction consideration of $29.02 per
share of nFront common stock as of November 21, 1999 was within the estimated
value range.

No transaction utilized as a comparison in the precedent transactions
analysis is identical to the merger. In evaluating the transactions listed
above, Morgan Stanley & Co. Incorporated made judgments and assumptions with
regard to industry performance, general business, economic, market and
financial conditions and other matters, many of which are beyond the control
of Digital Insight and nFront, such as the impact of competition on Digital
Insight or nFront and the industry generally, industry growth and the absence
of any adverse material

43
<PAGE>

change in the financial condition and prospects of Digital Insight or nFront
or the industry or in the financial markets in general. Mathematical analysis
(such as determining the average or median) is not in itself a meaningful
method of using comparable transaction data.

Discounted Equity Value. Morgan Stanley & Co. Incorporated performed an
analysis of the present value per share of nFront common stock based on
research analyst projections of nFront calendar year 2002 revenues. Morgan
Stanley & Co. Incorporated applied a fully-taxed net income margin of 12-16%
to the estimated calendar year 2002 revenues to arrive at an estimated range
of calendar year 2002 net income. Based on the estimated calendar year 2002
net income, Morgan Stanley & Co. Incorporated utilized the following ranges of
forward P/E ratios and discount rates to arrived at an estimated fully-diluted
present value per share of nFront:

<TABLE>
<CAPTION>
Forward
P/E Ratio Discount Rate Implied Value/Share
--------- ------------- -------------------
<S> <C> <C>
60x - 80x 20% - 30% $22.25 - $39.50
</TABLE>

Morgan Stanley & Co. Incorporated also applied a 35% control premium to the
range of implied value per share calculated above to arrive at an estimated
range of implied acquisition value per share of nFront common stock of $30.25-
$53.50. Morgan Stanley & Co. Incorporated observed that the implied
transaction consideration of $29.02 per share of nFront common stock as of
November 21, 1999 was within or below each of the estimated ranges above.

Pro Forma Merger Analysis. Morgan Stanley & Co. Incorporated analyzed the
pro forma impact of the merger on Digital Insight's projected revenue per
share and gross profit per share for calendar year 2000 and 2001, excluding
the effect of any potential synergies. Such analyses were based on projections
by securities research analysts for Digital Insight and nFront. Morgan Stanley
& Co. Incorporated also analyzed an adjusted case which was calculated by
applying a 15% discount to the securities research analyst estimates of
revenue and gross profit. Morgan Stanley & Co. Incorporated observed the
following:

<TABLE>
<CAPTION>
Accretion/(Dilution)
--------------------
Financial Statistic CY2000 CY2001
------------------- ------ ----------
<S> <C> <C>
Revenues (Research).............................. 12.5% 14.3%
Revenues (Adjusted).............................. 5.4 7.0
Gross Profit (Research).......................... 30.2% 45.6%
Gross Profit (Adjusted).......................... 20.5 33.6
</TABLE>

The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. In
arriving at its opinion, Morgan Stanley & Co. Incorporated considered the
results of all of its analyses as a whole and did not attribute any particular
weight to any analysis or factor considered by it. Furthermore, Morgan Stanley
& Co. Incorporated believes that selecting any portion of its analyses,
without considering all analyses, would create an incomplete view of the
process underlying its opinion. In addition, Morgan Stanley & Co. Incorporated
may have given various analyses and factors more or less weight than other
analyses and factors, and may have deemed various assumptions more or less
probable than other assumptions, so that the ranges of valuations resulting
from any particular analysis described above should not be taken to be Morgan
Stanley & Co. Incorporated's view of the actual value of Digital Insight or
nFront. In performing its analyses, Morgan Stanley & Co. Incorporated made
numerous assumptions with respect to industry performance, general business
and economic conditions and other matters, many of which are beyond the
control of Digital Insight or nFront. Any estimates contained in Morgan
Stanley & Co. Incorporated's analyses are not necessarily indicative of future
results or actual values, which may be significantly more or less favorable
than those suggested by such estimates.

The analyses performed were prepared solely as part of Morgan Stanley & Co.
Incorporated's analysis of the fairness of the exchange ratio to Digital
Insight from a financial point of view and were conducted in connection with
the delivery of Morgan Stanley & Co. Incorporated's opinion. The analyses do
not purport to be appraisals or to reflect the prices at which Digital Insight
or nFront might actually be sold.

44
<PAGE>

The exchange ratio pursuant to the merger agreement was determined through
arm's-length negotiations between Digital Insight and nFront and was approved
by the Digital Insight Board of Directors. Morgan Stanley & Co. Incorporated
provided advice to Digital Insight during such negotiations; however, Morgan
Stanley & Co. Incorporated did not recommend any specific form or amount of
consideration to Digital Insight or that any specific form or amount of
consideration constituted the only appropriate form or amount of consideration
in connection with the merger.

In addition, Morgan Stanley & Co. Incorporated's opinion and presentation
to the Digital Insight Board of Directors was one of many factors taken into
consideration by Digital Insight's Board of Directors in making its decision
to approve the merger. Consequently, the Morgan Stanley & Co. Incorporated
analyses as described above should not be viewed as determinative of the
opinion of the Digital Insight Board of Directors with respect to the merger
or whether the Digital Insight Board of Directors would have been willing to
agree to a transaction with a different form or amount of consideration.

The Digital Insight Board of Directors retained Morgan Stanley & Co.
Incorporated based upon Morgan Stanley & Co. Incorporated's qualifications,
experience and expertise. Morgan Stanley & Co. Incorporated is an
internationally recognized investment banking and advisory firm. Morgan
Stanley & Co. Incorporated, as part of its investment banking business, is
continuously engaged in the valuation of businesses and securities in
connection with mergers and acquisitions, negotiated underwritings,
competitive biddings, secondary distributions of listed and unlisted
securities, private placements and valuations for corporate, estate and other
purposes. In the past, Morgan Stanley & Co. Incorporated and its affiliates
have provided financing and advisory services for Digital Insight and have
received fees for the rendering of these services. In the ordinary course of
Morgan Stanley & Co. Incorporated's trading and brokerage activities, Morgan
Stanley & Co. Incorporated or its affiliates may at any time hold long or
short positions, may trade or otherwise effect transactions, for its own
account or for the account of customers in the equity securities of Digital
Insight, nFront or any of the other parties to the transaction.

Under the engagement letter, Morgan Stanley & Co. Incorporated provided
financial advisory services and the financial fairness opinion in connection
with the merger, and Digital Insight agreed to pay Morgan Stanley & Co.
Incorporated a customary fee. In addition, Digital Insight has agreed to
indemnify Morgan Stanley & Co. Incorporated and its affiliates, their
respective directions, officers, agents and employees and each person, if any,
controlling Morgan Stanley & Co. Incorporated or any of its affiliates against
certain liabilities and expenses, including certain liabilities under the
federal securities laws, related to or arising out of Morgan Stanley & Co.
Incorporated's engagement.

Opinion of nFront's Financial Advisor

Donaldson, Lufkin & Jenrette has acted as the exclusive financial advisor
to nFront in connection with the merger. In its role as financial advisor to
nFront, Donaldson, Lufkin & Jenrette was asked by nFront to render an opinion
to the board of directors of nFront as to the fairness, from a financial point
of view, of the exchange ratio of 0.579 of a share of Digital Insight common
stock in exchange for each share of nFront common stock to the holders of
nFront common stock. On November 21, 1999, at a meeting of the nFront board of
directors held to evaluate the merger, Donaldson, Lufkin & Jenrette delivered
to the nFront board a written opinion, dated November 21, 1999, to the effect
that, as of the date of the opinion and based on and subject to the
assumptions, limitations and qualifications stated in the opinion, the
exchange ratio of 0.579 of a share of Digital Insight common stock in exchange
for each share of nFront common stock was fair, from a financial point of
view, to the holders of nFront common stock.

A copy of Donaldson, Lufkin & Jenrette's opinion is attached hereto as
Annex C and should be read carefully in its entirety for a description of the
procedures followed, assumptions made, other matters considered and
limitations of the review undertaken by Donaldson, Lufkin & Jenrette in
arriving at its opinion. The summary of Donaldson, Lufkin & Jenrette's opinion
set forth in this proxy statement/prospectus is qualified in its entirety by
reference to the fulltext of Donaldson, Lufkin &

45
<PAGE>

Jenrette's opinion. Donaldson, Lufkin & Jenrette's opinion was prepared for
the nFront board and was directed only to the fairness of the exchange ratio
of 0.579 of a share of Digital Insight common stock in exchange for each share
of nFront common stock, from a financial point of view, to the holders of
nFront common stock and does not constitute a recommendation to any nFront
stockholder as to how that stockholder should vote on the approval of the
merger agreement.

The nFront board selected Donaldson, Lufkin & Jenrette to act as its
exclusive financial advisor in the merger because Donaldson, Lufkin & Jenrette
is an internationally recognized investment banking firm with substantial
expertise in the technology industry and in transactions similar to the
merger. Donaldson, Lufkin & Jenrette was not retained as an advisor or agent
to the stockholders of nFront or any other person. Donaldson, Lufkin &
Jenrette, as part of its investment banking services, is regularly engaged in
the valuation of businesses and securities in connection with mergers,
acquisitions, underwritings, sales and distributions of listed and unlisted
securities, private placements and valuations for corporate and other
purposes.

The exchange ratio was determined in arm's length negotiations between
nFront and Digital Insight. Donaldson, Lufkin & Jenrette was not requested to,
and did not, make any recommendation as to the value of the merger exchange
ratio, which matters were determined through negotiations between nFront and
Digital Insight. Donaldson, Lufkin & Jenrette's opinion does not address the
terms and conditions of the merger agreement and the related documents, other
than the exchange ratio of 0.579 of a common share of Digital Insight common
stock in exchange for each share of nFront common stock. In addition,
Donaldson, Lufkin & Jenrette's opinion does not address the relative merits of
the merger or the merger agreement or the other business strategies considered
by the nFront board, nor does it address the decision of nFront's board to
proceed with the merger. No restrictions or limitations were imposed by nFront
upon Donaldson, Lufkin & Jenrette with respect to the investigations made or
procedures followed by Donaldson, Lufkin & Jenrette in rendering its opinion.

In arriving at its opinion, Donaldson, Lufkin & Jenrette:

. reviewed drafts of the merger agreement and its exhibits;

. reviewed financial and other information that was publicly available or
furnished to it by nFront and Digital Insight, including financial
projections prepared by the managements of nFront and Digital Insight and
other information provided during discussions with nFront and Digital
Insight;

. compared financial and securities data of nFront and Digital Insight with
various other companies whose securities are traded in public markets;

. reviewed the historical stock prices of nFront common stock and Digital
Insight common stock; and

. conducted such other financial studies, analyses and investigations as
Donaldson, Lufkin & Jenrette deemed appropriate for purposes of its
opinion.

In rendering its opinion, Donaldson, Lufkin & Jenrette relied on and
assumed the accuracy and completeness of all of the financial and other
information that was available to it from public sources, that was provided to
it by nFront, Digital Insight or their respective representatives, or that it
otherwise reviewed. With respect to the financial projections relating to
nFront and Digital Insight supplied to Donaldson, Lufkin & Jenrette,
Donaldson, Lufkin & Jenrette relied on representations that projections were
reasonably prepared on the basis reflecting the best currently available
estimates and judgments of the managements of nFront and Digital Insight as to
the future operating and financial performance of nFront and Digital Insight.
Donaldson, Lufkin & Jenrette did not assume any responsibility for making any
independent evaluation of any assets or liabilities or for making any
independent verification of any of the information that it reviewed.
Donaldson, Lufkin & Jenrette also relied as to certain legal matters on the
advice of counsel to nFront.

46
<PAGE>

Donaldson, Lufkin & Jenrette's opinion was necessarily based on economic,
market, financial and other conditions as they existed on, and on the
information made available to it as of, the date of its opinion. It should be
understood that Donaldson, Lufkin & Jenrette's opinion speaks only as of
November 21, 1999.

The following is a summary of the material analyses that Donaldson, Lufkin
& Jenrette presented to the nFront board at its November 21, 1999, meeting in
connection with the preparation of its opinion. The financial analyses
summarized below include information presented in tabular format. In order to
fully understand Donaldson, Lufkin & Jenrette's financial analyses, the tables
must be read together with the text of each summary. The tables alone do not
constitute a complete description of the financial analyses. Considering the
data in the tables below without considering the full narrative description of
the financial analyses, including the methodologies and assumptions underlying
the analysis, could create a misleading or incomplete view of Donaldson,
Lufkin & Jenrette's financial analyses.

Comparable Companies Analysis

Donaldson, Lufkin & Jenrette compared financial and operating data of
nFront and Digital Insight with the following selected E-commerce
infrastructure companies which Donaldson, Lufkin & Jenrette deemed to be
comparable to the combined company:

. Bottomline Technologies, Inc.;

. Checkfree Holdings Corp.;

. FundTech Ltd.;

. Online Resources & Communications Corp.; and

. Security First Technologies Corp.

Donaldson, Lufkin & Jenrette reviewed enterprise values, calculated as
market value of equity (as of November 18, 1999), plus net debt, as a multiple
of 1999 and 2000 calendar year estimated revenues. Estimated revenues for the
selected companies were based on research analysts estimates, and estimated
financial data for nFront and Digital Insight were based on internal estimates
of the managements of nFront and Digital Insight. As of November 19, 1999,
nFront's enterprise value was 29.7x estimated 1999 revenue and 11.6x estimated
2000 revenue. Digital Insight's enterprise value was 45.6x estimated 1999
revenue and 25.0x estimated 2000 revenue. The range of comparable companies
enterprise values were 4.9x to 16.3x estimated 1999 revenue and 2.9x to 12.2x
estimated 2000 revenue.

No company utilized in the "Comparable Companies Analysis" is identical to
nFront or Digital Insight. Accordingly, an analysis of the above results
necessarily involves complex considerations and judgments concerning
differences in financial and operating characteristics of nFront and Digital
Insight and other factors that could affect the public trading values of
nFront and Digital Insight and the selected companies to which they are being
compared. Mathematical analysis is not in itself a meaningful method of using
selected company data.

47
<PAGE>

Exchange Ratio Analysis

Donaldson, Lufkin & Jenrette analyzed historical average per share exchange
ratios between Digital Insight and nFront. Donaldson, Lufkin & Jenrette
reviewed, as of November 19, 1999, the 1-week average, 2-week average, and the
average since October 1, 1999, the date of Digital Insight's initial public
offering. The exchange ratio is calculated by dividing nFront's stock price by
Digital Insight's stock price. The historical exchange ratios and resulting
implied nFront per share values and premiums paid per share were as follows:

<TABLE>
<CAPTION>
Implied
Implied Premium
Time Period Exchange Ratio nFront Value for nFront
----------- -------------- ------------ ----------
<S> <C> <C> <C>
Current............................... 0.374 $18.75 0.0%
1-week average........................ 0.307 15.37 (18.0)
2-week average........................ 0.309 15.47 (17.5)
Oct. 1, 1999.......................... 0.352 17.63 (6.0)
Transaction........................... 0.579 29.02 54.8
</TABLE>

Contribution Analysis

Donaldson, Lufkin & Jenrette analyzed the respective contributions that
nFront and Digital Insight would make on a pro forma basis to the annualized
third quarter 1999, estimated calendar year 1999, and estimated calendar year
2000 total revenues, adjusted revenues, recurring revenues, live banks, and
number of end users of the combined company. Donaldson, Lufkin & Jenrette's
analysis was based on internal estimates of the managements of nFront and
Digital. This analysis indicated the following relative contributions of
Digital Insight and nFront:

<TABLE>
<CAPTION>
Estimated CY Estimated CY
Q3 1999 1999 2000
Contribution Contribution Contribution
------------ ------------ ------------
<S> <C> <C> <C>
Total Revenues
nFront................................ 34.9% 33.9% 41.7%
Digital............................... 65.1 66.1 58.3
Adjusted Revenues
nFront................................ 36.6% 35.6% 43.5%
Digital............................... 63.4 64.4 56.5
Reurring Revenues
nFront................................ 20.6% 18.7% 27.4%
Digital............................... 79.4 81.3 72.6
Live Banks
nFront................................ 40.7% 44.4% 51.2%
Digital............................... 59.3 55.6 48.8
End Users
nFront................................ 9.3% 12.2% 16.6%
Digital............................... 90.7 87.8 83.4
</TABLE>

Discounted Cash Flow Analysis

Donaldson, Lufkin & Jenrette performed discounted cash flow analyses of
nFront and Digital Insight on a stand-alone basis, based on estimates of the
managements of nFront and Digital Insight, in order to estimate the net
present value of the unlevered, after-tax cash flows that nFront and Digital
Insight could generate for the years 2000 through 2004. Applying discount
rates based on estimates of the weighted average cost of capital of 16.0% to
20.0% and multiples of terminal year 2004 EBITDA of 16.0x to 20.0x, this
analysis produced an implied equity value range for nFront of approximately
$267.7 million to $379.3 million and approximately $494.0 million to $694.3
million for Digital Insight as compared to equity values on November 19, 1999
of

48
<PAGE>

$283.9 million and $834.3 million for nFront and Digital Insight,
respectively. Based on the discounted cash flow analyses described above, the
implied ownership percentage of the combined company for nFront would be
between 35.1% and 35.3% and the implied ownership percentage of Digital
Insight would be between 64.7% and 64.9%.

Pro Forma Merger Analysis

Donaldson, Lufkin & Jenrette analyzed the pro forma impact of the merger on
Digital Insight's projected earnings per share for the calendar years 2000,
2001 and 2002, excluding the effect of any synergies. The analyses were based
on projections by the managements of Digital Insight and nFront. Donaldson,
Lufkin & Jenrette observed that the merger was dilutive to projected earnings
per share in 2000 and accretive to projected earnings per share in 2001 and
2002.

Fairness Opinion Process

The above summary does not purport to be a complete description of
Donaldson, Lufkin & Jenrette's analyses but describes, in summary form, the
material analyses that Donaldson, Lufkin & Jenrette presented to the nFront
board on November 21, 1999, in connection with the preparation of its fairness
opinion. The preparation of a fairness opinion involves various determinations
as to the most appropriate and relevant methods of financial analysis and the
application of those methods to the particular circumstances and, therefore, a
fairness opinion is not readily susceptible to partial or summary description.
Each of the analyses conducted by Donaldson, Lufkin & Jenrette was carried out
in order to provide a different perspective on the merger and add to the total
mix of information available. Donaldson, Lufkin & Jenrette did not form a
conclusion as to whether any individual analysis, considered in isolation,
supported or failed to support an opinion as to the fairness of the exchange
ratio of 0.579 of a share of Digital Insight common stock in exchange for each
share of nFront common stock from a financial point of view. Rather, in
reaching its conclusion, Donaldson, Lufkin & Jenrette considered the results
of the analyses in light of each other and ultimately rendered its opinion
based on the results of all of the analyses taken as a whole. Donaldson,
Lufkin & Jenrette did not place particular reliance or weight on any
individual analysis, but instead concluded that its analyses, taken as a
whole, supported its determination. Accordingly, notwithstanding the separate
factors summarized above, Donaldson, Lufkin & Jenrette has indicated to nFront
that it believes that its analyses must be considered as a whole and that
selecting portions of its analyses and the factors considered by it or
focusing on information presented in tabular format, without considering all
such factors and analyses or the narrative description of the analyses, could
create an incomplete or misleading view of the process underlying its opinion.
In addition, analyses relating to the value of businesses or securities do not
necessarily purport to be appraisals or to reflect the prices at which such
businesses or securities can actually be sold. The analyses performed by
Donaldson, Lufkin & Jenrette are not necessarily indicative of actual or
future results or values, which may be more or less favorable than such
estimates suggested by its analyses.

Engagement Letter with Donaldson, Lufkin & Jenrette

Pursuant to an engagement letter dated October 18, 1999, nFront engaged
Donaldson, Lufkin & Jenrette to provide financial advisory services, which
included, among other things, rendering its opinion and making the
presentation referred to above. Pursuant to the terms of the engagement
letter, nFront has agreed to pay Donaldson, Lufkin & Jenrette a customary fee
in connection with its services. nFront has also agreed to reimburse
Donaldson, Lufkin & Jenrette for all out-of-pocket expenses, including the
reasonable fees and expenses of counsel, incurred by Donaldson, Lufkin &
Jenrette in connection with its engagement, and to indemnify Donaldson, Lufkin
& Jenrette and related persons against liabilities, including liabilities
under the federal securities laws, relating to or arising out of its services.

Donaldson, Lufkin & Jenrette provides a full range of financial, advisory
and brokerage services and, in the ordinary course of business, Donaldson,
Lufkin & Jenrette and its affiliates may actively trade the debt and equity
securities of nFront and Digital Insight for its own account and for the
account of customers and, accordingly, may at any time hold a long or short
position in such securities.

49
<PAGE>

Interests of Certain Directors, Officers and Affiliates in the Merger

When considering the recommendation of nFront's board of directors, you
should be aware that nFront's directors and officers have interests in the
merger that are different from, or are in addition to, your interests. The
nFront board of directors was aware of these potential conflicts and
considered them.

As of January 6, 2000, nFront's executive officers and directors held
options to purchase a total of 790,580 shares of nFront common stock, at the
exercise price of $1.23 per share, of which 705,860 are represented by
unvested options. The options granted to Robert Campbell, nFront's President
and Chief Operating Officer, provide for accelerated vesting of options upon a
change in control. As a result, options held by Mr. Campbell to purchase an
aggregate of 480,080 shares of nFront common stock, at the exercise price of
$1.23 will convert into options to acquire 277,966 shares of Digital Insight
common stock at a price of $2.13 per share and will become fully vested
immediately upon completion of the merger.

In accordance with the terms of the merger agreement as amended, Brady L.
("Tripp") Rackley III, a current member of nFront's board of directors will be
appointed to the board of directors of Digital Insight as a Class I director.
In addition, Digital Insight has agreed to take all actions necessary to
appoint one other individual designated by either the nFront board, before
completion of the merger, or Mr. Rackley III, after completion of the merger,
as a Class I director, if such designation is made prior to 45 days before the
date of Digital Insight's first stockholder meeting following completion of
the merger and such designee is reasonably acceptable to Digital Insight. The
Digital Insight board of directors will remain comprised of seven members.
After the merger, Brady Rackley III will be President of Digital Insight.

Upon completion of the merger, Brady L. Rackley III, Alan W. Powell,
Jeffrey W. Hodges and Vincent R. Brennan, officers and key personnel of nFront
have agreed to enter into employment agreements with Digital Insight. For more
information relating to these employment agreements, please see the section
entitled "Employment Agreements" under the caption "Agreements Related to the
Merger" on page 66 of this proxy statement/prospectus.

Digital Insight has agreed to provide Brady L. Rackley III, Brady L.
Rackley, a director of nFront, and Noro-Moseley Partners IV, L.P. with
registration rights having terms equivalent to those provided by Digital
Insight to certain "Investor Holders" under the Second Amended and Restated
Rights Agreement, dated as of May 26, 1999, by and among Digital Insight and
certain stockholders thereof so long as doing so would not affect the
appropriateness of accounting for the merger as a pooling of interests. Mr.
Moseley is a member of MKFJ-IV, which is the general partner of Noro-Moseley
Partners IV, L.P. Noro-Moseley Partners IV, L.P. is not obligated to accept
the registration rights granted by Digital Insight and may elect to retain the
registration rights already granted to it by nFront.

Some of the directors and officers of nFront participate in arrangements
and have continuing indemnification against liabilities that provide them with
interests in the merger that are different from, or are in addition to, your
interests.

Under the merger agreement, Digital Insight has agreed to honor nFront's
obligations under indemnification agreements between nFront and its directors
and officers in effect before the completion of the merger and any
indemnification provisions of nFront's articles of incorporation and bylaws.
Digital Insight has also agreed to provide for indemnification provisions in
the articles of incorporation and bylaws of the surviving corporation of the
merger that are at least as favorable as nFront's provisions and to maintain
these provisions for six years from the completion of the merger.

In addition, Digital Insight has agreed to maintain nFront's directors' and
officers' liability insurance for six years from the completion of the merger,
provided that Digital Insight is not required to pay more than 150% of the
premium for nFront's insurance as of November 21, 1999.

Digital Insight has agreed to guarantee these obligations or make
arrangements to have them assumed in the event of a subsequent sale of nFront
to a third party.

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<PAGE>

As a result of these interests, these directors and officers of nFront
could be more likely to vote to approve the merger agreement than if they did
not hold these interests. nFront's shareholders should consider whether these
interests may have influenced these directors and officers to support or
recommend the merger.

Completion and Effectiveness of the Merger

The merger will be completed when all of the conditions to completion of
the merger are satisfied or waived, including approval and adoption of the
merger agreement and the merger by the shareholders of nFront and approval of
the issuance of Digital Insight common stock in the merger by stockholders of
Digital Insight. The merger will become effective upon the filing of the
certificate of merger with the States of Delaware and Georgia.

Structure of the Merger and Conversion of nFront Common Stock

Pursuant to the merger agreement, Black Transitory Corporation, a wholly
owned subsidiary of Digital Insight, will merge with and into nFront. nFront
will then be a wholly owned subsidiary of Digital Insight.

Upon completion of the nFront merger, each outstanding share of nFront
common stock will be converted into the right to receive 0.579 shares of
Digital Insight common stock. No fractional shares of Digital Insight common
stock will be issued pursuant to the merger. In lieu of the issuance of any
fractional shares of Digital Insight common stock, cash equal to the product
of such fractional share amount, after aggregating all fractional shares a
former holder of nFront common stock would be entitled to, and the average
closing price of Digital Insight common stock as reported on Nasdaq for the
five trading days immediately preceding the last full trading day prior to the
effectiveness of the merger.

Exchange of nFront Stock Certificates for Digital Insight Stock Certificates

When the nFront merger is completed, Digital Insight's exchange agent will
mail to nFront shareholders a letter of transmittal and instructions for use
in surrendering nFront stock certificates in exchange for Digital Insight
stock certificates. When you deliver your nFront stock certificates to the
exchange agent along with an executed letter of transmittal and any other
required documents, your nFront stock certificates will be canceled and you
will receive Digital Insight stock certificates representing the number of
full shares of Digital Insight common stock to which you are entitled under
the merger agreement. You will receive payment in cash, without interest, in
lieu of any fractional shares of Digital Insight common stock which would have
been otherwise issuable to you in the merger.

nFront shareholders should not submit their nFront stock certificates for
exchange until they receive the transmittal instructions and a form of letter
of transmittal from the exchange agent.

No Dividends

nFront shareholders are not entitled to receive any dividends or other
distributions on Digital Insight common stock until the nFront merger is
completed and they have surrendered their nFront stock certificates in
exchange for Digital Insight stock certificates.

Subject to the effect of applicable laws, promptly following surrender of
nFront stock certificates and the issuance of the corresponding Digital
Insight certificates, nFront shareholders will be paid the amount of dividends
or other distributions, without interest, with a record date after the
completion of the merger which were previously paid with respect to their
whole shares of Digital Insight common stock. At the appropriate payment date,
nFront shareholders will also receive the amount of dividends or other
distributions, without interest, with a record date after the completion of
the merger and a payment date after they exchange their nFront stock
certificates for Digital Insight stock certificates.

Digital Insight will only issue nFront shareholders a Digital Insight stock
certificate or a check in lieu of a fractional share in a name in which the
surrendered nFront stock certificate is registered. If nFront shareholders

51
<PAGE>

wish to have their certificates issued in another name they must present the
exchange agent with all documents required to show and effect the unrecorded
transfer of ownership and show that they paid any applicable stock transfer
taxes.

Material United States Federal Income Tax Considerations of the nFront Merger

The following discussion summarizes the material federal income tax
consequences of the merger that are generally applicable to holders of nFront
common stock exchanging their nFront common stock for Digital Insight common
stock. This discussion is based on the Internal Revenue Code of 1986, as
amended, or the Code, applicable Treasury Regulations, judicial authority and
administrative rulings and practice, all as of the date hereof. No ruling
regarding the merger will be sought; therefore the IRS may disagree with the
statements and conclusions set forth herein. In addition, future legislative,
judicial or administrative changes or interpretations could adversely affect
the accuracy of the statements and conclusions set forth herein. Any such
changes or interpretations could be applied retroactively and could affect the
tax consequences of the merger to Digital Insight, Black Transitory
Corporation, nFront and/or their respective shareholders.

Shareholders of nFront should be aware that the following discussion does
not deal with all federal income tax considerations that may be relevant to
nFront shareholders in light of their particular circumstances, such as
shareholders who are dealers in securities, who are foreign persons, or who
acquired their nFront stock through stock option or stock purchase programs or
in other compensatory transactions. In addition, the following discussion does
not address the tax consequences of the merger under foreign, state, or local
tax laws. Finally, the following discussion does not address the tax
consequences of transactions occurring prior to or after the merger (whether
or not such transactions are in connection with the merger) including, without
limitation, the exercise of options or rights to purchase nFront common stock
in anticipation of the merger. Accordingly, nFront shareholders are urged to
consult their own tax advisors as to the specific tax consequences to them of
the merger, including the applicable federal, state, local and foreign tax
consequences to them of the merger.

It is a condition to the obligation of each of Digital Insight and nFront
to complete the merger that Digital Insight receive an opinion of Wilson
Sonsini Goodrich & Rosati, Professional Corporation, and nFront receive an
opinion of Morris, Manning & Martin, L.L.P., to the effect that the merger
will be treated for federal income tax purposes as a reorganization within the
meaning of Section 368(a) of the Code. However, if either tax counsel does not
render an opinion, such condition nonetheless will be satisfied if tax counsel
to the other party renders an opinion to such other party. Tax counsel's
opinions neither bind the IRS, nor preclude the IRS or the courts from
adopting a contrary position.

In delivering their opinions, tax counsel will rely on certain customary
representations made by nFront and Digital Insight, including those contained
in certificates of officers of nFront and Digital Insight. Provided that such
representations are correct as of the effective time of the merger, that the
merger is consummated in the manner described in the merger agreement and this
proxy statement/prospectus, and that there are no changes in the Code or other
applicable law, the merger will be a reorganization within the meaning of
Section 368(a) of the Code. Assuming that the merger is a reorganization, the
merger will have the following federal income tax consequences:

. The holders of nFront common stock will recognize no gain or loss upon
the receipt of Digital Insight common stock solely in exchange for their
nFront common stock in the merger, except with respect to cash received
in lieu of fractional shares of Digital Insight common stock.

. The aggregate tax basis of the Digital Insight common stock received by
the nFront shareholders in the merger will be the same as the aggregate
tax basis of the nFront common stock surrendered in exchange therefor
(reduced by any basis allocable to fractional shares for which cash is
received).

. The holding period of the Digital Insight common stock received by each
nFront shareholder in the merger will include the holding period of the
nFront common stock surrendered in exchange therefor, provided that the
nFront common stock surrendered is held as a capital asset at the time of
the merger.

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. A holder of nFront common stock receiving cash in the merger in lieu of a
fractional interest in Digital Insight common stock will be treated as if
such holder actually received such fractional share interest which was
subsequently redeemed by Digital Insight. An nFront shareholder should
recognize gain or loss with respect to a cash payment in lieu of a
fractional share measured by the difference, if any, between the amount
of cash received and the basis in such fractional share.

. None of Digital Insight, Black Transitory Corporation or nFront will
recognize gain or loss solely as a result of the merger.

A successful IRS challenge to the reorganization status of the merger would
result in nFront shareholders recognizing gain or loss. The amount of gain or
loss for each share of nFront common stock surrendered would equal the
difference between the stockholder's basis in each share and the fair market
value, as of the time of the merger, of the Digital Insight common stock and
any other consideration received in exchange. An nFront shareholder's
aggregate basis in the Digital Insight common stock so received would equal
its fair market value, and the shareholder's holding period for such stock
would begin the day after the merger. Even in that event, however, neither
Digital Insight, Black Transitory Corporation nor nFront would recognize gain
or loss solely as a result of the merger.

This discussion of material federal income tax consequences is intended to
provide only a general summary, and is not a complete analysis or description
of all potential federal income tax consequences of the merger. This
discussion does not address tax consequences that may vary with, or are
contingent upon, individual circumstances. In addition, it does not address
any non-income tax or any foreign, state or local tax consequences of the
merger. Accordingly, shareholders and stockholders are urged to consult their
own tax advisors as to the specific tax consequences of the merger, including
the applicable federal, state, local and foreign tax consequences to them of
the merger in their particular circumstances.

Accounting Treatment of the Merger

Digital Insight intends to account for the merger as a "pooling of
interests" for financial reporting and accounting purposes, under generally
accepted accounting principles. It is a condition to completion of the merger
that PricewaterhouseCoopers LLP concur with its conclusion that the merger can
be accounted for as a pooling of interests and that Ernst & Young L.L.P.
concurs that no condition related to nFront would preclude accounting for the
merger as a pooling of interests.

Regulatory Filings and Approvals Required to Complete the Merger

Digital Insight is not aware of any material governmental or regulatory
approval required for completion of the merger, other than the effectiveness
of the registration statement of which this proxy statement/prospectus is a
part, and compliance with applicable corporate laws of Delaware and Georgia.

Restrictions on Sales of Shares by Affiliates

The shares of Digital Insight common stock to be issued in the merger will
be registered under the Securities Act. These shares will be freely
transferable under the Securities Act, except for shares of Digital Insight
common stock issued to any person who is an affiliate of nFront. Persons who
may be deemed to be affiliates include individuals or entities that control,
are controlled by, or are under common control of nFront and may include some
of their respective officers and directors, as well as their respective
principal stockholders. Affiliates may not sell their shares of Digital
Insight common stock acquired in the merger except pursuant to (1) an
effective registration statement under the Securities Act covering the resale
of those shares, (2) an exemption under paragraph (d) of Rule 145 under the
Securities Act or (3) any other applicable exemption under the Securities Act.
Affiliates of nFront and affiliates of Digital Insight have also agreed to do
so only at a time other than during the period beginning 30 days prior to the
merger and ending two trading days after Digital Insight publicly announces
financial results covering at least 30 days of combined operations of Digital
Insight and nFront.

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Listing on the Nasdaq Stock Market of Digital Insight Common Stock to be
Issued in the Merger

Digital Insight has agreed to cause the shares of Digital Insight common
stock to be issued in the merger to be approved for listing on Nasdaq, subject
to official notice of issuance prior to the effective time of the merger as
defined in the merger agreement.

Delisting and Deregistration of nFront Common Stock After the Merger

If the merger is completed, nFront's common stock will be delisted from the
Nasdaq Stock Market and will be deregistered under the Securities Exchange Act
of 1934, as amended.

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THE nFRONT MERGER AGREEMENT

This section of the proxy statement/prospectus describes the nFront merger
agreement. While we believe that the description covers the material terms of
the merger agreement, this summary may not contain all of the information that
is important to you. The merger agreement and Amendment No. 1 thereto are
attached to this proxy statement/prospectus as Annex A and Annex AA,
respectively and we urge you to read them carefully.

Representations and Warranties

Digital Insight and nFront each made a number of representations and
warranties in the merger agreement regarding aspects of its respective
businesses, financial condition, structure and other facts pertinent to the
nFront merger.

nFront Representations and Warranties

nFront's representations and warranties include representations as to:

. nFront's corporate organization and its qualification to do business

. nFront's articles of incorporation and bylaws

. nFront's capitalization

. authorization of the merger agreement by nFront

. regulatory approvals required to complete the merger

. the effect of the merger on obligations of nFront and under applicable
laws

. permits required to conduct nFront's business and compliance with those
permits

. nFront's compliance with applicable laws

. nFront's filings and reports with the Securities and Exchange Commission

. nFront's financial statements

. nFront's liabilities

. changes in nFront's business since September 30, 1999

. litigation involving nFront

. nFront's employee benefit plans

. information supplied by nFront in this proxy statement/prospectus and the
related registration statement filed by Digital Insight

. restrictions on the conduct of nFront's business

. nFront's title to the properties it owns and leases

. nFront's taxes

. environmental laws that apply to nFront

. payments, if any, required to be made by nFront to brokers and agents on
account of the merger

. intellectual property used by nFront

. nFront's material contracts

. the fairness opinion received by nFront from its financial advisor

. approval by the nFront board

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. the vote of nFront stockholders required to approve the merger

. the inapplicability of state takeover statues

. actions taken by nFront regarding the treatment of the merger as a
pooling of interests

The representations and warranties of nFront expire at the effective time
of the merger.

Digital Insight Representations and Warranties

The representations and warranties of Digital Insight and Black Transitory
include representations as to:

. corporate organization and its qualification to do business

. certificate of incorporation and bylaws of Digital Insight and Black
Transitory

. capitalization of Digital Insight and Black Transitory

. authorization of the merger agreement by Digital Insight and Black
Transitory

. regulatory approvals required to complete the merger

. the effect of the merger on obligations of Digital Insight and Black
Transitory under applicable laws

. Digital Insight's filings and reports with the Securities and Exchange
Commission

. Digital Insight's financial statements

. liabilities of Digital Insight and Black Transitory

. changes in the business of Digital Insight and Black Transitory since
September 30, 1999

. litigation involving Digital Insight and Black Transitory

. information supplied by Digital Insight and Black Transitory in this
proxy statement/prospectus and the related registration statement filed
by Digital Insight

. restrictions on the conduct of the business of Digital Insight and Black
Transitory

. Digital Insight's title to properties it owns and leases

. Digital Insight's and Black Transitory's taxes

. environmental laws that apply to Digital Insight

. payments, if any, required to be made by Digital Insight to brokers and
agents on account of the merger

. intellectual property used by Digital Insight

. material contracts of Digital Insight and Black Transitory

. the fairness opinion received by Digital Insight from its financial
advisor

. approval by the Digital Insight board

. the vote of Digital Insight stockholders required to approve the merger

. the inapplicability of state takeover statutes

. actions taken by Digital Insight regarding the treatment of the merger as
a pooling of interests

. the operations of Black Transitory

The representations and warranties in the merger agreement are complicated
and not easily summarized. You are urged to carefully read the articles of the
merger agreement entitled "Representations and Warranties of Company" and
"Representations and Warranties of Parent and Merger Sub."

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nFront's Conduct of Business Before Completion of the Merger

nFront agreed that, until the earlier of the completion of the merger or
termination of the merger agreement or unless Digital Insight consents in
writing, nFront will use its commercially reasonable efforts consistent with
past practices and policies to:

. preserve intact its present business organization

. keep available the services of its present officers and employees

. preserve its relationships with customers, suppliers, distributors,
licensors, licensees, and others with which it has business dealings

nFront also agreed that until the earlier of the completion of the merger
or termination of the merger agreement or unless Digital Insight consents in
writing, nFront would conduct its business in compliance with certain specific
restrictions relating to the following:

. restricted stock and stock options

. employees and employee benefits, including severance and termination
payments

. nFront's intellectual property

. the issuance of dividends or other distributions

. the issuance and redemption of securities

. modification of nFront's articles of incorporation and bylaws

. the acquisition of assets or other entities

. the sale, lease, license and disposition of assets

. the incurrence of indebtedness

. payment or settlements of liabilities

. waiver or modification of confidentiality agreements

. capital expenditures

. entrance into or modification of contracts

. accounting policies and procedures

. incurrence of obligations to make certain expenditures

. interference with Digital Insight's ability to account for the merger as
a pooling of interests

. treatment of the merger as a "reorganization" under the Internal Revenue
Code

. hiring of employees

. making of tax elections

The provisions related to the conduct of nFront's business in the merger
agreement are complicated and not easily summarized. You are urged to
carefully read the sections of the merger agreement entitled "Conduct of
Business by Company."

Digital Insight's Conduct of Business Before Completion of the Merger

Digital Insight agreed that, until the earlier of the completion of the
merger agreement or unless nFront consents in writing, Digital Insight will
use its commercially reasonably efforts consistent with past practices and
policies to:

. preserve intact its present business organization

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. keep available the services of its present officers and employees

. preserve its relationships with customers, suppliers, distributors,
licensors, licensees, and others with which it has business dealings

Digital Insight also agreed that until the earlier of the completion of the
merger or termination of the merger agreement or unless nFront consents in
writing, Digital Insight would conduct its business in compliance with certain
specific restrictions relating to the following:

. restricted stock and stock options

. the issuance of dividends or other distributions

. the issuance or redemption of securities

. modification of Digital Insight's certificate of incorporation and bylaws

. the acquisition of assets or other entities

. the sale, lease, license and disposition of assets

. accounting policies and procedures

. treatment of the merger as a "reorganization" under the Internal Revenue
Code

. interference with nFront's ability to account for the merger as a pooling
of interests

No Other Negotiations Involving nFront; Solicitation By nFront

Until the merger is completed or the merger agreement is terminated, nFront
has agreed, subject to limited exceptions, not to directly or indirectly take
any of the following actions:

. solicit, initiate, encourage or induce the making, submission or
announcement of any Acquisition Proposal

. participate in any discussions or negotiations regarding any Acquisition
Proposal

. furnish to any person any non-public information with respect to any
Acquisition Proposal

. take any other action to facilitate any inquiries or the making of any
proposal that constitutes or may reasonably be expected to lead to any
Acquisition Proposal

. engage in discussions with any person with respect to any Acquisition
Proposal, except as to the existence of the Acquisition Proposal
provisions

. subject to certain limited exceptions discussed below, approve, endorse
or recommend any Acquisition Proposal

. enter into any letter of intent or similar document or any contract,
agreement or commitment contemplating or otherwise relating to any
Company Acquisition

For purposes of the foregoing, any action by any officer, director,
affiliate or employee of nFront or any investment banker, attorney or other
advisor or representative of nFront is deemed to be a breach by nFront.

nFront has further agreed to cease, as of the date of the merger agreement,
any and all existing activities, discussions or negotiations with any parties
conducted prior to that date with respect to any Company Acquisition Proposal.

As used herein, an Acquisition Proposal is any offer or proposal relating
to any Acquisition Transaction, other than an offer or proposal from Digital
Insight.

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An Acquisition Transaction is any transaction or series of transactions,
other than the nFront merger, involving any of the following:

. the acquisition or purchase from nFront of more than a 5% interest in the
total outstanding voting securities of nFront or any of its subsidiaries

. any tender offer or exchange offer that if consummated would result in
any person or group beneficially owning 5% or more of the total
outstanding voting securities of nFront or any of its subsidiaries

. any sale, lease outside the ordinary course of business, exchange,
transfer, license outside the ordinary course of business, acquisition or
disposition of more than 5% of the assets of nFront

. any liquidation or dissolution of nFront

Until the merger is completed or the merger agreement is terminated, nFront
is allowed, in response to an unsolicited bona fide written Superior Proposal,
to engage in discussions and negotiations with and furnish information to, the
party making, or recommend to nFront's shareholders such Superior Proposal
(and in connection with such recommendation, withdraw its recommendation of
the nFront merger) if all of the following conditions are met:

. nFront has not breached the non-solicitation provisions contained in the
merger agreement

. the board of directors of nFront determines in good faith, in
consultation with and in receipt of advice from its outside legal
counsel, that such action is required in order to act in a manner
consistent with its fiduciary obligations under applicable law

. prior to furnishing any such nonpublic information to, or entering into
discussions or negotiations with, such person or group, nFront gives
Digital Insight written notice of the identity of such person or group
and of nFront's intention to furnish nonpublic information to, enter into
discussions or negotiations with, such person or group and nFront
receives from such person or group an executed confidentiality agreement
containing customary limitations on the use and disclosure of all
nonpublic written and oral information furnished to such person or group
by or on behalf of nFront

. contemporaneously with furnishing any nonpublic information, nFront
furnishes the nonpublic information to Digital Insight, to the extent the
nonpublic information has not been previously furnished by nFront to
Digital Insight

A Superior Proposal is a Company Acquisition Proposal with respect to which
(x) if any cash consideration is involved, is not subject to any financing
contingency, and with respect to which nFront's board of directors has have
determined (based upon the advice of nFront's independent financial advisors)
in the exercise of its fiduciary duties to its shareholders that the acquiring
party is reasonably capable of consummating the proposed Company Acquisition
on the terms proposed, and (y) nFront's board of directors has determined in
the exercise of its fiduciary duties to its shareholders provides greater
value to the shareholders of nFront than the merger with Digital Insight
(based upon the advice of nFront's independent financial advisors).

nFront has agreed to promptly inform Digital Insight of any request for
non-public information that nFront reasonably believes would lead to an
Acquisition Proposal, or of any Acquisition Proposal, or any inquiry with
respect to or which nFront reasonably should believe would lead to any
Acquisition Proposal, the material terms and conditions of such request,
Acquisition Proposal or inquiry, and the identity of the person or group
making any such request, Acquisition Proposal or inquiry. nFront further
agreed to keep Digital Insight informed in all material respects of the status
and details, including material amendments or proposed amendments, or any such
request, Acquisition Proposal or inquiry.

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nFront has agreed to provide Digital Insight with at least 48 hours prior
notice of any meeting of nFront's board of directors at which a Superior
Proposal is reasonably expected to be up for consideration and at least two
business days prior written notice of any meeting of nFront's board of
directors at which it is reasonably expected to recommend a Superior Proposal.

The nFront board may withdraw its recommendation of the merger agreement
and the merger with Digital Insight if either Donaldson, Lufkin & Jenrette has
withdrawn its fairness opinion and the board of directors of nFront
determines, in good faith, in consultation with and in receipt of advice from
its outside counsel, that it is required to withdraw such recommendation in
order to act in a manner consistent with its fiduciary obligations under
applicable law.

Regardless of whether the nFront board of directors has received a Superior
Proposal or withdrawn its recommendation of the merger, nFront is obligated
under the merger agreement to hold and convene the nFront special meeting.

nFront's Employee Benefit Plans

Individuals who are employed by nFront when the merger is completed will
become employees of Digital Insight or one of Digital Insight's subsidiaries,
although Digital Insight may terminate these employees at any time. Digital
Insight will provide benefits to nFront employees in their new positions with
Digital Insight that are substantially the same as the benefits currently
provided to employees of Digital. nFront employees will get credit for all
service, with nFront prior to the merger for eligibility and vesting purposes
and vacation accrual. With respect to any medical or dental benefit plan of
Digital Insight, Digital Insight shall waive any preexisting condition
exclusion and actively-at-work requirements and any covered expenses incurred
before the merger will be taken into account for satisfying applicable
deductible, coinsurance and maximum out-of-pocket provisions.

Treatment of nFront Stock Options

Upon completion of the merger, each outstanding option to purchase nFront
common stock will be converted into an option to purchase the number of shares
of Digital Insight common stock adjusted based on the exchange ratio, rounded
down to the nearest whole number of shares. The exercise price will be equal
to the exercise price per share of nFront common stock divided by the exchange
ratio, rounded up to the nearest whole cent.

Prior to the completion of the merger, outstanding purchase rights under
nFront's Employee Stock Purchase Plan will be exercised, and each share of
nFront common stock purchased will be converted into the right to receive a
number of shares of Digital Insight common stock equal to the exchange ratio
in the merger.

Digital Insight will file a registration statement on Form S-8 for the
shares of Digital Insight common stock issuable with respect to options under
the nFront stock option plans.

Conditions to Completion of the Merger

The obligations of Digital Insight and nFront to complete the merger and
the other transactions contemplated by the merger agreement are subject to the
satisfaction or waiver of each of the following conditions before completion
of the merger:

. the merger agreement must be approved and adopted and the merger must be
approved by the requisite holders nFront stock.

. Digital Insight's registration statement must be effective, no stop order
suspending its effectiveness will be in effect and no proceedings for
suspension of its effectiveness will be pending before or threatened by
the Securities and Exchange Commission.

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. no law, regulation or order must be enacted or issued which has the
effect of making the merger illegal or otherwise prohibiting completion
of the merger substantially on the terms contemplated by the merger
agreement.

. all applicable waiting periods under applicable antitrust laws must have
expired or been terminated.

. Digital Insight and nFront must each receive from their respective tax
counsel, an opinion to the effect that the merger will constitute a tax-
free reorganization within the meaning of Section 368(a) of the Internal
Revenue Code. However, if counsel to either Digital Insight or nFront
does not render this opinion, this condition will be satisfied if counsel
to the other party renders the opinion to such party.

. the shares of Digital Insight common stock to be issued in the merger
must be authorized for listing on Nasdaq, subject to notice of issuance.

. Digital Insight shall have received (i) from Ernst & Young LLP,
independent auditors for nFront, a copy of a letter addressed to nFront
dated as of the merger closing date in substance reasonably satisfactory
to Digital Insight (which may contain customary qualifications and
assumptions) to the effect that Ernst & Young LLP concurs with nFront
management's conclusion that no conditions exist related to nFront that
would preclude Digital Insight from accounting for the merger as a
"pooling-of-interests" and (ii) from PricewaterhouseCoopers LLP,
independent accountants for Digital Insight, a letter dated as of the
merger closing date in substance reasonably satisfactory to Digital
Insight (which may contain customary qualifications and assumptions) to
the effect that PricewaterhouseCoopers LLP concurs with Digital Insight
management's conclusion that a "pooling-of-interests" accounting is
appropriate for the merger.

nFront's obligations to complete the merger and the other transactions
contemplated by the merger agreement are subject to the satisfaction or waiver
of each of the following additional conditions before completion of the
merger:

. Digital Insight's representations and warranties must be true and correct
as of November 21, 1999 and at and as of the date the merger is to be
completed as if made at and as of such time except:

-- to the extent Digital Insight's representations and warranties address
matters only as of a particular date, they must be true and correct as
of that date

-- for changes contemplated by the merger agreement

. Digital Insight must perform or comply in all material respects with all
of its agreements and covenants required by the merger agreement to be
performed or complied with by Digital Insight at or before completion of
the merger

. No material adverse effect with respect to Digital Insight shall have
occurred since November 21, 1999.

Digital Insight's obligations to complete the merger and the other
transactions contemplated by the merger agreement are subject to the
satisfaction or waiver of each of the following additional conditions before
completion of the merger:

. nFront's representations and warranties must be true and correct as of
November 21, 1999 and at and as of the date the merger is to be completed
as if made at and as of such time except:

-- to the extent nFront's representations and warranties address matters
only as of a particular date, they must be true and correct as of that
date

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-- if any of these representations and warranties are not true and correct
but the effect in each case, or in the aggregate, of the inaccuracies
of these representations and breaches of these warranties (other than
those concerning certain aspects of nFront's capital structure, its
board approval, receipt of the fairness opinion and the
inapplicability of state takeover statutes to the merger (which must
be true and correct in all respects)), is not and does not have a
material adverse effect on nFront, then this condition will be deemed
satisfied

-- for changes contemplated by the merger agreement

. nFront must perform or comply in all material respects with all of its
agreements and covenants required by the merger agreement to be performed
or complied with by nFront at or before completion of the merger

. No material adverse effect with respect to nFront shall have occurred
since November 21, 1999

. Certain nFront employees shall have entered into employment agreements
and each of the agreements is in full force and effect as of the date of
the merger

. Each of nFront's affiliates shall have entered into an affiliate
agreement and each of the agreements is in full force and effect as of
the date of the merger

. nFront shall have obtained all consents, waivers and approvals required
by identified contracts.

Termination of the Merger Agreement

The merger agreement may be terminated at any time prior to completion of
the merger, whether before or after approval and adoption of the merger
agreement and approval of the merger by nFront shareholders:

. by mutual written consent of Digital Insight and nFront duly authorized
by the boards of directors of nFront and Digital Insight

. by Digital Insight or nFront, if the merger is not completed before May
31, 2000 except that this right to terminate the merger agreement is not
available to any party whose action or failure to act has been a
principal cause of or resulted in the failure of the merger to occur on
or before May 31, 2000 and such action or failure to act constitutes a
breach of the merger agreement

. by Digital Insight or nFront, if there is any order of a court or
governmental authority having jurisdiction over either Digital Insight or
nFront permanently restraining, enjoining or prohibiting the completion
of the merger which is final and nonappealable

. by Digital Insight or nFront, if the merger agreement fails to receive
the requisite vote for approval and adoption and the merger fails to
receive the requisite vote for approval by the shareholders of nFront at
the nFront special meeting or at any adjournment of that meeting, except
that this right to terminate the merger agreement is not available to
nFront where the failure to obtain nFront shareholder approval was caused
by nFront's action or failure to act and such action or failure to act
constitutes a breach by nFront of the merger agreement

. by nFront, upon a breach of any representation, warranty, covenant or
agreement on the part of Digital Insight in the merger agreement, or if
any of Digital Insight's representations or warranties are or become
untrue so that the corresponding condition to completion of the merger
would not be met. However, if the breach or inaccuracy is curable by
Digital Insight through the exercise of its best efforts, and Digital
Insight continues to exercise such best efforts, nFront may not terminate
the merger agreement for 30 days after delivery of written notice from
nFront to Digital Insight of the breach

. by Digital Insight, upon a breach of any representation, warranty,
covenant or agreement on the part of nFront set forth in the merger
agreement, or if any of nFront's representations or warranties are or
become untrue so that the corresponding condition to completion of the
merger would not be met. However, if the breach or inaccuracy is curable
by nFront through the exercise of its best efforts and nFront continues

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to exercise such best efforts, Digital Insight may not terminate the
merger agreement for 30 days after delivery of written notice from Digital
Insight to nFront of the breach

. by Digital Insight, if (i) the board of directors of nFront withdraws,
modifies or changes its recommendation of the merger agreement or the
merger in a manner adverse to Digital Insight or its stockholders, (ii)
the board of directors of nFront recommends to the shareholders of nFront
a Company Acquisition Proposal (as defined in the merger agreement),
(iii) nFront fails to comply with the non-solicitation provisions of the
merger agreement, (iv) a Company Acquisition Proposal has been announced
or otherwise becomes publicly known and the board of directors of nFront
within ten business days (A) fails to recommend against acceptance of
such by its shareholders (including by taking no position, indicating its
inability to take a position with respect to the acceptance by
shareholders of a Company Acquisition Proposal involving a tender offer
or exchange offer) or (B) fails to reconfirm its approval and
recommendation of the merger agreement and the transactions contemplated
hereby, (v) any of nFront's shareholders that are a party thereto fails
to comply with the shareholder agreement, or (vi) the board of directors
of nFront resolves to take any of the actions described above.

. by nFront, in the event (i) of the acquisition, by any person or group of
persons, of beneficial ownership of 30% or more of the outstanding shares
of Digital Insight common stock (the terms "person," "group" and
"beneficial ownership" being defined in Section 13(d) of the Exchange Act
and the regulations promulgated thereunder), or (ii) the board of
directors of Digital Insight accepts or publicly recommends acceptance of
an offer from a third party to acquire 50% or more of the outstanding
shares of Digital Insight common stock or of Digital Insight's
consolidated assets.

Payment of Termination Fees

nFront will pay to Digital Insight a termination fee of $13.2 million if:

. the merger agreement is terminated by Digital Insight because:

--the board of directors of nFront withdraws, modifies or changes its
recommendation of the merger agreement or the merger in a manner
adverse to Digital Insight or its stockholders,

--the board of directors of nFront shall have recommended to the
shareholders of nFront a Company Acquisition Proposal,

--nFront fails to comply with its agreement not to conduct other
negotiations,

--a Company Acquisition Proposal shall have been announced or otherwise
become publicly known and the board of directors of nFront shall have
failed to recommend against acceptance of such by its shareholders
(including by taking no position, or indicating its inability to take
a position, with respect to the acceptance by its shareholders of a
nFront Acquisition Proposal involving a tender offer or exchange
offer) or failed to reconfirm its approval and recommendation of the
merger agreement and the transactions contemplated hereby, in each
case within ten business days thereafter,

--any of nFront's shareholders fail to comply with the shareholder voting
agreements, or

--the board of directors of nFront resolves to take any of the actions
described above.

. the merger agreement is terminated by Digital Insight because the merger
is not consummated by May 31, 2000 or because nFront's shareholders do
not approve the merger agreement, and at such termination there exists a
Company Acquisition Proposal and within 12 months following the
termination of the merger agreement nFront enters into a definitive
agreement with respect to any Company Acquisition or any Company
Acquisition is consummated.

As used herein, a Company Acquisition Proposal is any offer or proposal
relating to any Company Acquisition, other than an offer or proposal from
Digital Insight.

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A Company Acquisition is any of the following:

. a merger, consolidation, business combination, recapitalization,
liquidation, dissolution or similar transaction involving nFront pursuant
to which the shareholders of nFront immediately preceding such
transaction hold less than 50% of the aggregate equity interests in the
surviving or resulting entity of such transaction

. a sale or other disposition by nFront of assets representing in excess of
50% of the aggregate fair market value of nFront's business immediately
prior to such sale

. the acquisition by any person or group, including by way of a tender
offer or an exchange offer or issuance by nFront, directly or indirectly,
of beneficial ownership or a right to acquire beneficial ownership of
shares representing in excess of 50% of the voting power of the then
outstanding shares of capital stock of nFront.

If the merger agreement is terminated by nFront in the event (i) of the
acquisition, by any person or group of persons, of beneficial ownership of 30%
or more of the outstanding shares of Digital Insight common stock (the terms
"person," "group" and "beneficial ownership" being defined in Section 13(d) of
the Exchange Act and the regulations promulgated thereunder), or (ii) the
board of directors of Digital Insight accepts or publicly recommends
acceptance of an offer from a third party to acquire 50% or more of the
outstanding shares of Digital Insight common stock or of Digital Insight's
consolidated assets, then Digital Insight shall pay nFront a termination fee
of $13.2 million.

If the merger agreement is terminated by nFront in the event of a breach of
any representation, warranty, covenant or agreement on the part of Digital
Insight in the merger agreement, or if any of Digital Insight's
representations or warranties are to become untrue so that the corresponding
condition to completion of the merger would not be met, then Digital Insight
must reimburse nFront for documented out-of-pocket costs and expenses not to
exceed $1.5 million.

Extension, Waiver and Amendment of the Merger Agreement

Digital Insight and nFront may amend the merger agreement before completion
of the merger by mutual written consent.

Either Digital Insight or nFront may extend the other's time for the
performance of any of the obligations or other acts under the merger
agreement, waive any inaccuracies in the other's representations and
warranties and waive compliance by the other with any of the agreements or
conditions contained in the merger agreement.

64
<PAGE>

AGREEMENTS RELATED TO THE MERGER

This section of the proxy statement/prospectus describes agreements related
to the merger agreement, including the Digital Insight stockholders' voting
agreements and the nFront shareholders' voting agreements. While we believe
that these descriptions cover the material terms of these agreements, these
summaries may not contain all of the information that is important to you.

Digital Insight Stockholders' Voting Agreements

As a condition to nFront's entering into the merger agreement, nFront and
each of John Dorman, Paul Fiore, Daniel Jacoby, HarbourVest V-Direct Fund LP,
Menlo Ventures VII LP, Menlo Ventures Entrepreneurs Fund VII LP and Nasser J.
Kazeminy entered into voting agreements. By entering into the voting
agreements these Digital Insight stockholders have irrevocably appointed
nFront as their lawful attorney and proxy. These proxies give nFront the
limited right to vote 73.2% of the shares of Digital Insight common stock
beneficially owned by these Digital Insight stockholders, including shares of
Digital Insight common stock acquired after the date of the voting agreements,
in favor of the approval and adoption of the merger agreement and in favor of
the merger. These Digital Insight stockholders may vote their shares of
Digital Insight common stock on all other matters.

As of the record date, these individuals and entities collectively
beneficially owned 8,637,442 shares of Digital Insight common stock, of which
6,322,600 shares, or approximately 42.8% of the outstanding Digital Insight
common stock, are subject to the voting agreement. None of the Digital Insight
stockholders who are parties to the voting agreements were paid additional
consideration in connection with this agreement.

Under these voting agreements, each of these Digital Insight stockholders
agrees not to sell the Digital Insight common stock and options owned,
controlled or acquired, either directly or indirectly, by that person until
the earlier of the termination of the merger agreement or the completion of
the merger, unless the transfer is in accordance with the stockholder
agreement and each person to which any shares or any interest in any shares is
transferred agrees to be bound by the terms and provisions of the voting
agreement. These voting agreements will terminate upon the earlier to occur of
the termination of the merger agreement and the completion of the merger.

nFront Shareholders' Voting Agreement

As a condition to Digital Insight's entering into the merger agreement,
Digital Insight and each of Brady L. "Tripp" Rackley III, Brady L. Rackley,
Katherine S. Rackley, The Brady Rackley Grantor Retained Trust, and The
Katherine Rackley Grantor Retained Annuity Trust entered into voting
agreements. By entering into the voting agreements these nFront shareholders
have irrevocably appointed Digital Insight as their lawful attorney and proxy.
These proxies give Digital Insight the limited right to vote all the shares
or, if the nFront board withdraws its recommendation for the merger, 86.3% of
the shares of nFront common stock beneficially owned by these nFront
shareholders, including shares of nFront common stock acquired after the date
of the voting agreements and in favor of the approval. These nFront
shareholders may vote their shares of nFront common stock on all other
matters.

As of the record date, these individuals and entities collectively
beneficially owned 5,823,051 shares of nFront common stock, all of which, or
40.9% of the outstanding nFront common stock are subject to the requirement
unless nFront's board of directors changes its recommendation to vote for the
merger, in which case 5,025,293 shares or 35.3% of the outstanding nFront
common stock would be subject to the voting agreement. None of the nFront
shareholders who are parties to the voting agreements were paid additional
consideration in connection with this agreement.

Under these voting agreements, each of these nFront shareholders agreed not
to sell the nFront common stock and options owned, controlled or acquired,
either directly or indirectly, by that person until the earlier of the
termination of the merger agreement or the completion of the merger, unless
the transfer is in accordance

65
<PAGE>

with the shareholder agreement and each person to which any shares or any
interest in any shares is transferred agrees to be bound by the terms and
provisions of the voting agreement. These voting agreements will terminate
upon the earlier to occur of the termination of the merger agreement and the
completion of the merger.

Affiliate Agreements

As a condition to Digital Insight's obligation to effectuate and consummate
the merger, each of nFront's affiliates must execute an affiliate agreement.
Under this type of affiliate agreement, each of these people has agreed not to
sell or otherwise dispose of, or to reduce their risk relative to, any shares
of nFront common stock owned by them during the period beginning 30 days prior
to the merger and ending two trading days after Digital Insight publicly
announces financial results covering at least 30 days of combined operations
of Digital Insight and nFront. Also under the affiliate agreement, Digital
Insight will be entitled to place appropriate legends on the certificates
evidencing any Digital Insight common stock to be received by these persons
and to issue stop transfer instructions to the transfer agent for the Digital
Insight common stock. Further, these persons have also acknowledged the resale
restrictions imposed by Rule 145 under the Securities Act on shares of Digital
Insight common stock to be received by them in the merger.

Digital Insight has agreed to use commercially reasonable efforts to cause
its affiliates to execute affiliate agreements as promptly as possible. Under
this type of affiliate agreement, each of these persons has agreed not to sell
or otherwise dispose of, or to reduce their risk relative to, any shares of
Digital Insight common stock owned by them during the period beginning 30 days
prior to the merger and ending two trading days after Digital Insight publicly
announces financial results covering at least 30 days of combined operations
of Digital Insight and nFront.

Employment Agreements

<TABLE>
<CAPTION>
Base
Name Salary
---- --------
<S> <C>
Brady L. Rackley III............................................. $215,000
Alan W. Powell................................................... $ 70,200
Jeffrey W. Hodges................................................ $125,000
Vincent R. Brennan............................................... $100,325
</TABLE>

These agreements also provide that these officers, other than Messrs.
Powell and Brennan, are entitled to receive a pro-rated bonus during Digital
Insight's fiscal year 2000 equal to fifty percent (50%) of their base salary,
and will be eligible for annual incentive compensation. Incentive compensation
decisions for these officers will be based upon the accomplishment of
performance milestones to be mutually agreed upon by the board of directors of
Digital Insight and such officers.

If Brady L. Rackley III's employment with Digital Insight terminates for
"Good Reason" by Brady L. Rackley III, or other than for "Cause" by Digital
Insight at any time within 12 months after the merger, then Digital Insight
will provide severance payments of up to twelve months' base salary, and pro-
rated bonus, to Brady L. Rackley III. If Digital Insight terminates the
employment of these officers, other than Mr. Rackley, other than for "Cause",
or if such individuals otherwise terminate their employment with Digital
Insight for "Good Reason" at any time after the merger, then such individuals
will be entitled to receive continuing payments of base salary as in effect as
of the date of such termination, for the remaining term of such employment
agreements.

For purposes of these severance benefits, "Cause" is defined as (i) such
employee's conviction of, or plea of nolo contendere to, a felony, or (ii)
such employee's gross misconduct, or such employee's continued

66
<PAGE>

substantial violations of his employment duties after such employee has
received a written demand for performance from Digital Insight approved by the
board of directors which specifically sets forth the factual basis for Digital
Insight's belief that such employee has not substantially performed his
duties. Termination for death or disability shall also be termination for
"Cause."

For purposes of these severance provisions, "Good Reason" is defined as any
of the following, without such employee's express written consent; (i) a
significant reduction of duties, position or responsibilities relative to the
such employee's duties, position or responsibilities in effect immediately
prior to such reduction, (ii) a reduction by the Digital Insight of such
employee's base salary as in effect immediately (of at least 10%) prior to
such reduction; or (iii) the relocation of such employee to a facility or a
location more than fifty (50) miles from his current location.

67
<PAGE>

COMPARATIVE PER SHARE MARKET PRICE DATA

Digital Insight common stock has been traded on the Nasdaq Stock Market
under the symbol "DGIN" since October 1, 1999, the date of Digital Insight's
initial public offering. nFront common stock has been traded on the Nasdaq
Stock Market under the symbol "NFNT" since June 29, 1999, the date of nFront's
initial public offering. The following table sets forth, for the calendar
quarters indicated, the high and low sale prices per share of Digital Insight
common stock and nFront common stock as reported on the Nasdaq National
Market.

<TABLE>
<CAPTION>
Digital
Insight nFront
------------- -------------
High Low High Low
------ ------ ------ ------
<S> <C> <C> <C> <C>
1999
June 29-Sept. 30............................ $ -- $ -- $24.87 $ 9.75
Oct. 1-Dec. 31.............................. 52.37 25.37 24.50 10.12

2000
Jan. 1-June 6............................... 37.50 32.00 18.00 20.78
</TABLE>

The table below presents the per share closing prices of Digital Insight
common stock and nFront common stock on the Nasdaq Stock Market and the pro
forma equivalent market value of Digital Insight common stock to be issued for
nFront common stock in the merger as of the dates specified. November 19, 1999
was the last trading date before announcement of the merger. nFront's pro
forma equivalent market value was determined by multiplying the closing prices
of the Digital Insight common stock as of the specified dates by the exchange
ratio of 0.579. January 6, 2000 was the most recent practicable date before
the date of this proxy statement/prospectus.

<TABLE>
<CAPTION>
Last Reported Sale
Price nFront
---------------------- Common Stock
nFront Pro Forma
Digital Insight Common Equivalent
Date Common Stock Stock Value
- ---- --------------- ------ ------------
<S> <C> <C> <C>
November 19, 1999........................... 50.12 18.75 29.02
January 6, 2000............................. 33.25 19.12 19.25
</TABLE>

nFront shareholders are advised to obtain current market quotations for
Digital Insight common stock and nFront common stock. No assurance can be
given as to the market prices of Digital Insight common stock or nFront common
stock at any time before the consummation of merger or as to the market price
of Digital Insight common stock at any time after merger. Because the exchange
ratio is fixed, the exchange ratio will not be adjusted to compensate nFront
shareholders for decreases in the market price of Digital Insight common stock
which could occur before the merger becomes effective. In the event the market
price of Digital Insight common stock decreases or increases prior to the
consummation of merger, the value of the Digital Insight common stock to be
received in merger in exchange for nFront common stock would correspondingly
decrease or increase.

Digital Insight and nFront have never paid cash dividends on their
respective shares of capital stock. Pursuant to the merger agreement, each of
Digital Insight and nFront has agreed not to pay cash dividends pending the
consummation of merger, without written consent of the other. If the merger is
not consummated, the nFront board presently intends that it would continue its
policy of retaining all earnings to finance the expansion of its business. The
Digital Insight board presently intends to retain all earnings for use in its
business and has no present intention to pay cash dividends before or after
the merger.

68
<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS

On November 21, 1999, Digital Insight entered into an agreement to merge
with nFront in a transaction to be accounted for as a pooling of interests.
Under the terms of the agreement, each issued and outstanding common share of
nFront will be exchanged for 0.579 shares of Digital Insight common stock.
Additionally, stock options to purchase 1,017,821 shares of nFront common
stock will convert into stock options to purchase approximately 589,318 shares
of Digital Insight common stock.

The following unaudited pro forma condensed combined financial statements
present the effect of the proposed merger of Digital Insight and nFront on a
pooling of interests basis. The unaudited pro forma condensed combined balance
sheet presents the combined financial position of Digital Insight and nFront
as of September 30, 1999, assuming that the proposed merger had occurred as of
September 30, 1999 based upon the historical balance sheet of Digital Insight,
adjusted for the conversion of all outstanding shares of preferred stock into
4,775,455 shares of common stock and receipt of $54.7 million of net offering
proceeds from the Digital Insight initial public offering completed on October
6, 1999, and the historical balance sheet of nFront as of September 30, 1999.

The unaudited pro forma condensed combined statements of operations give
effect to the proposed merger by combining the historical statements of
operations of Digital Insight for each of the three years in the period ended
December 31, 1998 and the nine months ended September 30, 1998, and 1999, with
the historical statements of operations of nFront for the period from June 17,
1996 (inception) to June 30, 1997, each of the two years ended June 30, 1999
and the nine months ended September 30, 1998 and 1999. These unaudited pro
forma condensed combined financial statements should be read in conjunction
with the historical financial statements and notes thereto of Digital Insight
and nFront included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial statements are
presented for illustrative purposes only and are not necessarily indicative of
the operating results or financial position that would have occurred if the
merger had been consummated for the periods noted, nor are they necessarily
indicative of future operating results or financial position.

69
<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED
BALANCE SHEET AS OF SEPTEMBER 30, 1999
(in thousands, except per share data)

<TABLE>
<CAPTION>
Pro
Historical Pro Forma Pro
Digital Forma Digital Historical Forma
Insight Adjusted Insight nFront Adjustments Combined
---------- -------- -------- ---------- ----------- --------
ASSETS
------
<S> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and cash
equivalents.......... $ 6,177 $54,700 (1) $ 60,877 $25,353 $ -- $ 86,230
Accounts receivable,
net.................. 1,985 -- 1,985 2,663 -- 4,648
Other current assets.. 1,255 -- 1,255 705 -- 1,960
-------- ------- -------- ------- -------- --------
Total current
assets............. 9,417 54,700 64,117 28,721 -- 92,838
Property and equipment,
net.................... 5,274 5,274 4,276 -- 9,550
Other assets............ 212 212 42 -- 254
-------- ------- -------- ------- -------- --------
$ 14,903 $54,700 $ 69,603 $33,039 $ -- $102,642
======== ======= ======== ======= ======== ========
<CAPTION>
LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT)
--------------------
<S> <C> <C> <C> <C> <C> <C>
Current liabilities:
Accounts payable...... $ 383 $ -- $ 383 $ 1,519 $ -- $ 1,902
Accrued liabilities
and other............ 1,080 -- 1,080 1,153 $ 11,620 (2) 13,853
Accrued compensation
and related
benefits............. 1,457 -- 1,457 -- -- 1,457
Current portion of
lease obligations.... 367 -- 367 -- -- 367
Deferred revenue...... 2,024 -- 2,024 1,897 -- 3,921
-------- ------- -------- ------- -------- --------
Total current
liabilities........ 5,311 5,311 4,569 11,620 21,500
Long-term portion of
capital lease
obligation............. 478 -- 478 -- -- 478
-------- ------- -------- ------- -------- --------
5,789 -- 5,789 4,569 11,620 21,978
-------- ------- -------- ------- -------- --------
Mandatorily redeemable
convertible preferred
stock:
$.001 par value;
4,846,496 shares
authorized; 4,775,475
shares issued and
outstanding.......... 20,847 (20,847)(1) -- -- -- --
-------- ------- -------- ------- -------- --------
Stockholders' equity
(deficit)
Common stock.......... 6 9 (1) 15 34,900 (34,892)(3) 23
Additional paid-in-
capital.............. 6,094 75,538 (1) 81,632 -- 34,892 (3) 116,524
Notes receivable from
stockholders......... (212) -- (212) -- -- (212)
Deferred stock-based
compensation......... (3,608) -- (3,608) -- -- (3,608)
Accumulated deficit... (14,013) -- (14,013) (6,430) (11,620)(2) (32,063)
-------- ------- -------- ------- -------- --------
Total stockholders'
equity (deficit)... (11,733) 75,547 63,814 28,470 (11,620) 80,664
-------- ------- -------- ------- -------- --------
$14,903 $54,700 $ 69,603 $33,039 $(11,620) $102,642
======== ======= ======== ======= ======== ========
</TABLE>
- --------
(1), (2), (3) See accompanying notes to unaudited pro forma condensed combined
financial statements on page 76.

70
<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998
(in thousands)

<TABLE>
<CAPTION>
Historical
-----------------------
nFront
Digital (Year Ended Pro Forma
Insight June 30, 1999) Adjustments Combined
------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
Total revenues................ $ 8,230 $ 4,965 $ -- $13,195
Total cost of revenues........ 5,247 -- 2,559 (4) 7,806
------- ------- ------- -------
Gross profit................ 2,983 4,965 (2,559) 5,389
------- ------- ------- -------
Operating expenses:
Cost of implementation...... 1,073 (1,073)(4) --
Cost of Internet banking
data center................ 456 (456)(4) --
Selling and marketing....... 3,171 (3,171)(4) --
Product development......... 1,173 (1,173)(4) --
General and administrative.. 2,372 (2,372)(4) --
Sales, general and
administrative............. 4,183 4,645 (4) 8,828
Research and development.... 2,555 1,192 (4) 3,747
Amortization of stock-based
compensation............... 844 844
Depreciation................ 151 (151)(4) --
------- ------- ------- -------
Total operating expenses.. 7,582 8,396 (2,559) 13,419
------- ------- ------- -------
Loss from operations.......... (4,599) (3,431) -- (8,030)
Net interest income and
other........................ 243 39 -- 282
------- ------- ------- -------
Net loss...................... (4,356) (3,392) -- (7,748)
Accretion on redeemable
convertible preferred stock.. -- 273 -- 273
------- ------- ------- -------
Net loss attributable to
common stock................. $(4,356) $(3,665) $ -- $(8,021)
======= ======= ======= =======
Basic and diluted net loss per
share........................ $ (0.85) $ (0.43) $ (0.80)
======= ======= =======
Shares used to compute basic
and diluted net loss per
share........................ 5,108 8,544 (3,597)(5) 10,055
======= ======= ======= =======
</TABLE>
- --------
(4) (5) See accompanying notes to unaudited pro forma condensed combined
financial statements on page 76.

71
<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS
Year Ended December 31, 1997
(in thousands)

<TABLE>
<CAPTION>
Historical
------------------------------
nFront
(Year Ended Pro Forma
Digital Insight June 30, 1998) Adjustments Combined
--------------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
Total revenues.......... $ 3,972 $1,082 $ -- $ 5,054
Total cost of revenues.. 2,231 -- $ 510 (4) 2,741
------- ------ ------ -------
Gross profit.......... 1,741 1,082 (510) 2,313
------- ------ ------ -------
Operating expenses:
Cost of
implementation....... 346 (346)(4) --
Cost of Internet
banking data center.. 97 (97)(4) --
Selling and
marketing............ 569 (569)(4) --
Product development... 170 (170)(4) --
General and
administrative....... 440 (440)(4) --
Sales, general and
administrative....... 2,516 972 (4) 3,488
Research and
development.......... 1,612 174 (4) 1,786
Amortization of stock-
based compensation... 151 151
Depreciation.......... 34 (34)(4) --
------- ------ ------ -------
Total operating
expenses............ 4,279 1,656 (510) 5,425
------- ------ ------ -------
Loss from operations.... (2,538) (574) -- (3,112)
Net interest income and
other.................. 86 25 -- 111
------- ------ ------ -------
Loss before taxes....... (2,452) (549) -- (3,001)
Income tax benefit...... -- 26 -- 26
------- ------ ------ -------
Net loss................ (2,452) (523) -- (2,975)
Accretion on redeemable
convertible preferred
stock.................. -- 36 -- 36
------- ------ ------ -------
Net loss attributable to
common stock........... $(2,452) $ (559) $ -- $(3,011)
======= ====== ====== =======
Basic and diluted net
loss per share......... $ (0.49) $(0.07) $ (0.31)
======= ====== =======
Shares used to compute
basic and diluted net
loss per share......... 5,000 8,033 (3,382)(5) 9,651
======= ====== ====== =======
</TABLE>
- --------
(4) (5) See accompanying notes to unaudited pro forma condensed combined
financial statements on page 76.

72
<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS

Year Ended December 31, 1996
(in thousands)

<TABLE>
<CAPTION>
Historical
-----------------------
nFront
Digital (Year Ended Pro Forma
Insight June 30, 1997) Adjustments Combined
------- -------------- ----------- ---------
<S> <C> <C> <C> <C>
Total revenues................ $1,561 $ 851 $ -- $2,412
Total cost of revenues........ 904 -- $ 329 (4) 1,233
------ ------ ------- ------
Gross profit................ 657 851 (329) 1,179
------ ------ ------- ------
Operating expenses:
Cost of implementation...... 247 (247)(4) --
Cost of Internet banking
data center................ 62 (62)(4) --
Selling and marketing....... 194 (194)(4) --
Product development......... 106 (106)(4) --
General and administrative.. 157 (157)(4) --
Sales, general and
administrative............. 809 343 (4) 1,152
Research and development.... 565 108 (4) 673
Depreciation................ 14 (14)(4) --
------ ------ ------- ------
Total operating expenses.. 1,374 780 (329) 1,825
------ ------ ------- ------
Operating income (loss)....... (717) 71 -- (646)
Net interest income and
other........................ 5 4 -- 9
------ ------ ------- ------
Income (loss) before taxes.... (712) 75 -- (637)
Income tax expense............ -- 26 -- 26
------ ------ ------- ------
Net income (loss)............. $ (712) $ 49 $ -- $ (663)
====== ====== ======= ======
Basic and diluted net loss per
share........................ $(0.14) $ 0.01 $(0.08)
====== ====== ======
Shares used to compute basic
and diluted net loss per
share........................ 5,000 5,079 (2,138)(5) 7,941
====== ====== ======= ======
</TABLE>
- --------
(4) (5) See accompanying notes to unaudited pro forma condensed combined
financial statements on page 76.

73
<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS

Nine Months Ended September 30, 1999
(in thousands)

<TABLE>
<CAPTION>
Historical
-----------------------
Pro Forma
Digital Insight nFront Adjustments Combined
--------------- ------- ----------- ---------
<S> <C> <C> <C> <C>
Total revenues............... $11,796 $ 5,660 $ -- $ 17,456
Total cost of revenues....... 7,489 -- $ 3,037 (4) 10,526
------- ------- ------- --------
Gross profit............... 4,307 5,660 (3,037) 6,930
------- ------- ------- --------
Operating expenses:
Cost of implementation..... 1,170 (1,170)(4) --
Cost of Internet banking
data center............... 647 (647)(4) --
Selling and marketing...... 4,915 (4,915)(4) --
Product development........ 1,494 (1,494)(4) --
General and
administrative............ 2,876 (2,876)(4) --
Sales, general and
administrative............ 6,498 6,766 (4) 13,264
Research and development... 3,061 1,521 (4) 4,582
Amortization of stock-based
compensation.............. 892 -- 892
Depreciation............... 222 (222)(4) --
------- ------- ------- --------
Total operating
expenses................ 10,451 11,324 (3,037) 18,738
------- ------- ------- --------
Loss from operations......... (6,144) (5,664) -- (11,808)
Net interest income and
other....................... 111 351 -- 462
------- ------- ------- --------
Net loss..................... (6,033) (5,313) -- (11,346)
Accretion on redeemable
Convertible Preferred Stock
............................ 136 -- 136
------- ------- ------- --------
Net loss attributable to
common stock ............... $(6,033) $(5,449) $ -- $(11,482)
======= ======= ======= ========
Basic and diluted net loss
per share................... $ (1.10) $ (0.52) $ (0.99)
======= ======= ========
Shares used to compute basic
and diluted net loss per
share....................... 5,490 10,513 (4,426)(5) 11,577
======= ======= ======= ========
</TABLE>
- --------
(4) (5) See accompanying notes to unaudited pro forma condensed combined
financial statements on page 76.

74
<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1998
(IN THOUSANDS)

<TABLE>
<CAPTION>
Historical
----------------------- Pro Forma
Digital Insight nFront Adjustments Combined
--------------- ------- ----------- ---------
<S> <C> <C> <C> <C>
Total revenues............... $ 5,681 $ 1,162 $ -- $ 6,843
Total cost of revenues....... 3,489 $ 706 (4) 4,195
------- ------- ------- -------
Gross profit............... 2,192 1,162 (706) 2,648
------- ------- ------- -------
Operating expenses:
Cost of implementation..... 476 (476)(4) --
Cost of Internet banking
data center............... 100 (100)(4) --
Selling and marketing...... 747 (747)(4) --
Product development........ 243 (243)(4) --
General and
administrative............ 630 (630)(4) --
Sales, general and
administrative............ 2,888 1,278 (4) 4,166
Research and development... 1,840 247 (4) 2,087
Amortization of stock-based
compensation.............. 395 395
Depreciation............... 35 (35)(4) --
------- ------- ------- -------
Total operating
expenses................ 5,123 2,231 (706) 6,648
------- ------- ------- -------
Loss from operations......... (2,931) (1,069) -- (4,000)
Net interest income and
other....................... 178 48 -- 226
------- ------- ------- -------
Loss before taxes............ (2,753) (1,021) -- (3,774)
Income tax benefit........... -- 40 -- 40
------- ------- ------- -------
Net loss..................... (2,753) (981) -- (3,734)
Accretion on redeemable
Convertible Preferred
Stock....................... -- 104 -- 104
------- ------- ------- -------
Net loss attributable to
common stock................ $(2,753) $(1,085) $ -- $(3,838)
======= ======= ======= =======
Basic and diluted net loss
per share................... $ (0.54) $ (0.13) $ (0.39)
======= ======= =======
Shares used to compute basic
and diluted net loss per
share....................... 5,072 8,150 (3,431)(5) 9,791
======= ======= ======= =======
</TABLE>
- --------
(4) (5) See accompanying notes to unaudited pro forma condensed combined
financial statements on page 76.

75
<PAGE>

NOTES TO UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS

Note A--Basis of Presentation

The unaudited pro forma condensed combined balance sheet presents the
combined financial position of Digital Insight and nFront as of September 30,
1999, assuming that the proposed merger had occurred as of September 30, 1999
based upon the historical balance sheet of Digital Insight, adjusted for the
conversion of all outstanding shares of preferred stock into 4,775,455 shares
of common stock, and the historical balance sheet of nFront as of that date.
The unaudited pro forma condensed combined statements of operations give
effect to the proposed merger by combining the historical statements of
operations of Digital Insight for each of the three years in the period ended
December 31, 1998 and the nine months ended September 30, 1999 and 1998, with
the historical statements of operations of nFront for the period from June 17,
1996 (inception) to June 30, 1997, each of the two years ended June 30, 1999
and the nine months ended September 30, 1999 and 1998, on a pooling of
interests basis.

For purposes of the unaudited pro forma condensed combined financial
statements, the financial results of nFront for the six months ended June 30,
1999 and 1998 are included in both the year ended periods for 1998 and 1999
and the nine months ended September 30, 1999 and 1998.

There were no material transactions between Digital Insight and nFront during
any of the periods presented.

Note B--Pro Forma Adjustments

(1) To reflect the conversion of all outstanding shares of preferred stock
into common stock and receipt of $54.7 million of net offering proceeds
from the Digital Insight initial public offering of common stock
completed on October 6, 1999.

(2) Adjusted to reflect the estimated nonrecurring merger costs of $11.6
million, consisting of $9.3 million of direct transaction costs
comprised primarily of investment banking, legal, printing,
registration and accounting fees and $2.3 million of other merger
related expenses comprised primarily of severance and closing costs of
redundant functions and operations. The estimated charge is reflected
in the unaudited pro forma condensed combined balance sheet, but is not
reflected in the unaudited pro forma condensed combined statements of
operations and will be expensed at the time the merger is consummated.
This charge is a preliminary estimate and therefore is subject to
change. This estimate does not include costs to integrate the combining
companies.

(3) To reflect the reclassification of common stock and additional paid-in-
capital for the issuance of 8,219,572 shares of Digital Insight $.001
par value common stock for 14,196,152 shares of nFront no par common
stock.

(4) To record reclassifications of nFront operating expenses to conform
with Digital Insight's historical classifications.

(5) Basic and fully diluted net (loss) income per share is computed using
the weighted average number of common shares outstanding during the
period. Pro forma net loss per share is computed by adding Digital
Insight's historical weighted average shares outstanding to nFronts'
historical weighted average shares outstanding converted to give effect
to the exchange ratio of 0.579.

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<PAGE>

COMPARISON OF RIGHTS OF HOLDERS OF
nFRONT COMMON STOCK AND
DIGITAL INSIGHT COMMON STOCK

This section of the proxy statement/prospectus describes certain
differences between nFront common stock and Digital Insight common stock.
While we believe that the description covers the material differences between
the two, this summary may not contain all of the information that is important
to nFront shareholders, including the certificate of incorporation and bylaws
of Digital Insight and the articles of incorporation and bylaws of nFront.
nFront shareholders should read this entire document and the other documents
referred to carefully for a more complete understanding of the differences
between nFront common stock and Digital Insight common stock.

nFront's articles of incorporation and bylaws currently govern the rights
of shareholders of nFront. After the completion of the nFront merger, nFront's
common shareholders will become stockholders of Digital Insight. As a result,
former nFront shareholders' rights will be governed by Digital Insight's
certification of incorporation and bylaws. Furthermore, because Digital
Insight is a Delaware corporation, after the nFront merger former nFront
shareholders' rights will be governed by the Delaware General Corporation Law,
or the DGCL, rather than by Georgia law. The following paragraphs summarize
certain differences between the rights of Digital Insight stockholders and
nFront shareholders under the certificate of incorporation and bylaws of
Digital Insight and articles of incorporation and bylaws of nFront, and under
Delaware and Georgia law, as applicable.

DIGITAL INSIGHT
(DELAWARE)

Common Stock....... One class is issued and outstanding. Holders are
entitled to one vote per share.

Preferred Stock.... The Digital Insight Certificate of Incorporation
authorizes the Board of Directors to issue shares of
preferred stock in series, to establish from time to
time the number of shares to be included in such series,
and to fix the designation, powers preferences and
rights of the shares to be included in each series and
the qualifications, limitations and restrictions
thereof. The Digital Insight Certificate of
Incorporation reserves for issuance 5,000,000 shares of
preferred stock.

nFRONT
(GEORGIA)

One class is issued and outstanding. Holders are entitled to one vote per
share.

The nFront Articles of Incorporation authorize the Board of Directors to issue
shares of preferred stock in one or more series and to set the designations,
preferences, conversion and other rights, voting powers, restrictions, limita-
tions as to dividends, qualifications, and terms and conditions of redemption
thereof. The nFront Articles of Incorporation provide that nFront shall have
the authority to issue up to 10,000,000 shares of preferred stock.

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<PAGE>

DIGITAL INSIGHT
(DELAWARE)

Special meeting of
Shareholders....... Under Delaware law, a special meeting of stockholders
may be called by the Board of Directors or any other
person authorized to do so in the Certificate of
Incorporation or the Bylaws. Digital Insight's Bylaws
authorize the Board of Directors, the Chairman of the
Board or the President to call a special meeting of
stockholders. Therefore, stockholders of Digital Insight
are not authorized to call special meeting of
stockholders.

Action by written
consent lieu of a
shareholders'
meeting............ Under Delaware law, stockholders may take action by
written consent in lieu of voting at a stockholders'
meeting. Delaware law permits a corporation, pursuant to
a provision in such corporation's Certificate of
Incorporation, to eliminate the ability of stockholders
to act by written consent. Digital Insight's Certificate
of Incorporation eliminates the ability of stockholders
to act by written consent.

Voting by written
ballot............. Under Delaware law, the right to vote by written ballot
may be restricted if so provided in the Certificate of
Incorporation. Digital Insight's Certificate of
Incorporation and Bylaws do not restrict the right to
vote by ballot.

nFRONT
(GEORGIA)

Under Georgia law, a special meeting of shareholders may be called by the
Board of Directors or any other person authorized to do so in the articles of
incorporation or the Bylaws. In addition, Georgia law provides that a special
meeting of shareholders may also be called by the holders of at least 25%, or
such greater or lesser percentages as the Articles of Incorporation or Bylaws
provide, of all votes entitled to be cast on any issue proposed to be
considered at a special meeting. nFront's Bylaws allow the nFront Board of
Directors, the Chairman of the Board, the Chief Executive Officer or the
President to call special meetings of shareholders, and provide that a special
meeting of shareholders shall be called by the corporation upon written
request of the holders of shares representing not less than 35% of the votes
entitled to be cast on each issue proposed to be considered at the special
meeting.

Under Georgia law, shareholders may take action by written consent in lieu of
voting at a shareholders' meeting. Under Georgia law, all actions taken by
written consent must be unanimous unless the Articles of Incorporation provide
otherwise. nFront's articles do not otherwise provide. Therefore, all actions
by nFront's shareholders must be taken at a meeting of the shareholders or by
unanimous written consent.

Georgia law does not contain a provision regarding voting by written ballot
and the nFront articles and Bylaws do not specify any rules for accepting
voice or ballot votes.

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<PAGE>

DIGITAL INSIGHT
(DELAWARE)

Record date for
determining
shareholders....... The Digital Insight Bylaws provide that the Board of
Directors may fix a record date that: shall not be more
than 60 days, nor less than 10 days, before the date of
the meeting.

Furthermore, the Bylaws provide that if the Board of
Directors does not fix a record date in the manner
described above, then the record date for determining
stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of
business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close
of business on the day next preceding the day on which
the meeting is held.

nFRONT
(GEORGIA)

The nFront Bylaws provide that the Board of Directors may fix a record date
that:

. in the case of determination of the shareholders entitled to vote at any
meeting of shareholders or adjournment of any meeting, shall not be more
than 70 days, nor less than 10 days, before the date of the meeting

. in the case of any other action, shall not be more than 70 days prior to
such other action

Furthermore, the Bylaws provide that if the Board of Directors does not fix a
record date in the manner described above, then:

. the record date for determining shareholders entitled to notice of or to
vote at a meeting of shareholders shall be at the close of business on
the day on which notice is mailed.

. the record date for determining shareholders for any other purpose shall
be at the close of business on the same day on which the Board of
Directors adopts the related resolution or the date on which any other
action is taken that requires a determination of shareholders.

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<PAGE>

DIGITAL INSIGHT
(DELAWARE)

Advance notice
provisions for
board nomination
and other
shareholders
business at annual
meetings........... The Digital Insight Bylaws require that nominations of
persons for election to the Board of Directors and the
proposal of business to be considered at any meeting of
stockholders must be made by:

. the corporation's notice of meeting,

. the Board of Directors, or

. a stockholder who gives proper notice

For nominations or other business to be properly brought
before a stockholders meeting by a stockholder, the
stockholder must have given timely notice thereof in
writing to the Secretary of Digital Insight and such
other business must otherwise be a proper matter for
stockholder action. To be timely, stockholders notice
shall be delivered to the principal executive offices of
Digital Insight not later than the close of business on
the 60th day nor earlier than the close of business on
the 90th day prior to the meeting; provided, however,
that in the event that less than 65 days' notice of the
meeting is given to the stockholders, notice by the
stockholder to be timely must be delivered not later
than the close of business on the 7th day following the
day on which the notice of the meeting was mailed.

nFRONT
(GEORGIA)

The nFront Bylaws require that nominations of persons for election to the
Board of Directors and the proposal of business to be considered at an annual
meeting of shareholders must be made by the Board of Directors, the Chairman
of Board, the Chief Executive Officer or the President, or by a shareholder
who gives proper notice. If made by a shareholder, the proposal or nomination
must be made by advance written notice given to nFront not less than 60 days
prior to the date of the meeting, provided however, if less than 70 days'
notice or prior public disclosure of the date of the scheduled meeting is
given or made, notice by the shareholder, to be timely, must be delivered or
received not later than the close of business on the 10th day following the
earlier of the day on which the notice of the meeting is mailed or public
disclosure of the date of such meeting is made. The nFront Bylaws also provide
that any notice from a shareholder nominating a director for election must set
forth the nominee's name, age, business and residence address, principal
business or occupation during the past five years, any affiliation with or
material interest in the corporation or any transaction involving the
corporation, and any affiliation with or material interest in any person or
entity having an interest materially adverse to the corporation. It must also
be accompanied by a sworn or certified statement of the shareholder that the
nominee has consented to being nominated and that the shareholder believes
that the nominee will stand for election and will serve if elected.

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<PAGE>

DIGITAL INSIGHT
(DELAWARE)

Advance notice
provisions for
board nomination
and other
shareholders
business at
special meetings... The Digital Insight Bylaws provide for the same
requirements for raising business at special meetings of
stockholders as for raising business at annual meetings.

Number of
directors.......... The Digital Insight Bylaws provide that the Board of
Directors shall consist of seven members. This number
may be changed by a duly adopted amendment to the
Certificate of Incorporation or by an amendment to the
Bylaws adopted by the vote or written consent of holders
of a majority of the stock issued and outstanding and
entitled to vote or by a resolution of a majority of the
Board of Directors.

Classified Board
of Directors....... Delaware law provides that a corporation's Board of
Directors may be divided into various classes with
staggered terms of office. The Board of Directors of
Digital Insight is divided into three classes, as nearly
equal in size as possible, with one class being elected
annually. Digital Insight directors are elected to a
term of three years and until their successors are
elected and qualified.

Removal of
directors.......... Under Delaware law, except as otherwise provided in the
corporation's Certificate of Incorporation, a director
of a corporation that has a classified Board of
Directors may be removed only with cause. The Digital
Insight Bylaws provide that any director or the entire
Board of Directors may be removed by the holders of a
majority of the shares then entitled to vote at an
election of directors.

nFRONT
(GEORGIA)

The nFront Bylaws provide that, at special meetings of shareholders, the only
business that can be conducted will be the items of business set forth in the
notice of the special meeting.

The nFront Bylaws provide that the number of the Board of Directors shall be
fixed by resolution of the Board of Directors or of the shareholders from time
to time and, until otherwise determined, shall be seven members.

Georgia law provides that a corporation's Board of Directors may be divided
into various classes with staggered terms of office. The Board of Directors of
nFront is divided into three classes, as nearly equal in size as possible,
with one class being elected annually. nFront directors are elected to a term
of three years and until their successors are elected and qualified.

Under Georgia law, except as otherwise provided in the corporation's Articles
of Incorporation, a director of a corporation that has a classified Board of
Directors may be removed only with cause. The nFront Bylaws provide that any
director, or the entire nFront Board of Directors, may be removed by the
shareholders. nFront's Bylaws do not allow directors to be removed without
cause.

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<PAGE>

DIGITAL INSIGHT
(DELAWARE)

Board of director
vacancies.......... Under Delaware law, vacancies and newly created
directorships may be filled by a majority of the
directors then in office, even though less than a
quorum, unless otherwise provided in the Certificate of
Incorporation or Bylaws. The Digital Insight Bylaws
provide that vacancies on the Board of Directors may
only be filled by the vote of the majority of directors
then in office, including, in the case of any vacancy
created by resignation which is to be effective at a
future date, those directors who have so resigned. The
Digital Insight Bylaws also provide that vacancies and
newly created directorships resulting from any increase
in the authorized number of directors may be filled by a
majority of the directors that are in office, although
less than a quorum, or by a sole remaining director.

Notice of special
meetings of the
Board of
Directors.......... The Digital Insight Bylaws provide that special meetings
of the Board of Directors may be called by the Chairman
of the Board, the President, any Vice President, the
Secretary or any two Directors. Notice of the time and
place of special meeting shall be delivered by mail,
facsimile or electronic delivery. If by mail, the notice
must be deposited in the United States mail at least
four days before the time of the holding of the meeting.
If the notice is delivered personally or by telephone,
or by facsimile or electronic delivery, it must be
delivered at least 48 hours before the time of the
holding of the meeting.

Approval of loans
to officers........ The Digital Insight Bylaws provide that Digital Insight
may lend money to or otherwise assist any officer or
other employee whenever the Directors judge such a loan
or assistance reasonably to be expected to benefit the
corporation.

nFRONT
(GEORGIA)

Under Georgia law, unless the Articles of Incorporation or a bylaw adopted by
the shareholders provides otherwise, vacancies and newly created directorships
may be filled by the shareholders, by the Board of Directors, or by a majority
of the directors remaining in office, even if such directors constitute less
than a quorum. nFront's Bylaws provides that a vacancy may be filled by the
affirmative vote of a majority of the remaining directors, even if less than a
quorum.

The nFront Bylaws provide that special meetings may be called by the Chairman
of the Board, the Chief Executive Officer, the President or by a majority of
the directors upon two days' notice of the meeting.

The nFront Bylaws do not specifically address loans to officers or employees.

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<PAGE>

DIGITAL INSIGHT
(DELAWARE)

Indemnification.... The Digital Insight Certificate of Incorporation and
Bylaws provide that the directors and officers shall be
indemnified to the fullest extent authorized by law
against any action, proceeding or suit brought against
such a person by reason of the fact that he or she is or
was a director, officer, employee or agent of the
corporation or serves or served at any other enterprise
as at the request of the corporation. The Digital
Insight Bylaws provide that the corporation indemnifies
each of its directors and officers against expenses
(including attorneys fees), judgments, fines,
settlements and other amounts actually and reasonably
incurred in connection with any proceeding, arising by
reason of the fact that such person is or was an agent
of the corporation.

nFRONT
(GEORGIA)

The nFront Bylaws provide that the corporation indemnifies and holds harmless
any director of the corporation who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, because
he or she is or was a director, officer, employee or agent of the corporation,
against any judgment, settlement, penalty, fine or reasonable expenses
(including but not limited to attorneys fees and disbursements, court costs
and expert witness fees) incurred by such director; provided, however, that no
indemnification is made for (a) any appropriation by a director, in violation
of the director's duties, of any business opportunity; (b) any acts or
omissions of a director that involve intentional misconduct or knowing
violation of law; (c) unlawful distributions; or (d) any transaction for which
the director received an improper personal benefit. The nFront Bylaws provide
that payment of expenses in advance of the final disposition of an action
shall be authorized by the Board of Directors in some circumstances, and may
be authorized by the Board of Directors in other circumstances, upon receipt
of an affirmation by the director or officer that he or she has met the
applicable standard of conduct and has agreed to repay the corporation any
advances made.

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<PAGE>

DIGITAL INSIGHT
(DELAWARE)

Limitations on
liability.......... The Digital Insight Certificate of Incorporation limits
or eliminates, to the fullest extent permitted by
Delaware law, the personal liability of a director to
Digital Insight or its stockholders for monetary damages
for breach of fiduciary duty as a director. Under
Delaware law, such provision may not eliminate or limit
director monetary liability for:

. breaches of the director's duty of loyalty to the
corporation or its stockholders

. acts or omissions not in good faith involving
intentional misconduct or knowing violations of law

. the payment of unlawful dividends or unlawful stock
repurchases or redemptions, or

. any transaction in which the director received an
improper personal benefit.

nFRONT
(GEORGIA)

The nFront Articles of Incorporation eliminate a director's personal liability
for monetary damages to nFront or any of its shareholders for any breach of
duties of such position, except that such liability is not eliminated for:

. any appropriation, in violation of such director's duties, of any
business opportunity of nFront

. acts or omission which involve intentional misconduct or a knowing
violation of law

. unlawful distributions

. any transaction from which the director received an improper personal
benefit.

nFront's Articles of Incorporation provide that if at any time Georgia law is
amended to further eliminate or limit the liability of a director, then the
liability of each director of nFront shall be eliminated or limited to the
fullest extent permitted thereby.

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<PAGE>

DIGITAL INSIGHT
(DELAWARE)

Shareholder
approval of
certain business
combinations....... Under Delaware law, "business combinations" by
corporations with "interested stockholders" are subject
to a moratorium of three or five years, respectively,
unless specified conditions are met. The prohibited
transactions include, a merger with, disposition of
assets to, or the issuance of stock to, the interested
stockholder, or certain transactions that have the
effect of increasing the proportionate share of the
outstanding securities held by the interested
stockholder. Under Delaware law, an interested
stockholder may avoid the prohibition against effecting
certain significant transactions with the corporation if
the Board of Directors, prior to the time such
stockholder becomes an interested stockholder, approves
such transaction or the transaction by which such
stockholder becomes an interested stockholder or if at
or subsequent to such time the Board of Directors and
the stockholders approve such transaction. These
provisions of Delaware law apply to a Delaware
corporation unless the corporation "opts out" of the
provisions in its Certificate of Incorporation or
Bylaws. Digital Insight has not opted out of these
provisions in its Certificate of Incorporation or Bylaws
and consequently is subject to these provisions.

nFRONT
(GEORGIA)

Under Georgia law, a resident domestic corporation shall not engage in any
"business combination" with any "interested shareholder" for a period of five
years following the time that such shareholder became an "interested
shareholder," unless specified conditions are met. The prohibited transactions
include a merger with, disposition of assets to, or the issuance of stock to,
the interested shareholder, or certain transactions that have the effect of
increasing the proportionate share of the outstanding securities held by the
interested shareholder. Under Georgia law, an interested shareholder may avoid
the prohibition against effecting certain significant transactions with the
corporation if the Board of Directors, prior to the time such shareholder
becomes an interested shareholder, approves the transaction by which such
shareholder becomes an interested shareholder. These provisions of Georgia law
do not apply to a Georgia corporation unless it has affirmatively elected in
its Bylaws to be governed by them. The nFront Bylaws contain a provision
electing to be governed by these provisions of Georgia law.

Georgia law also contains a provision concerning "fair price requirements."
These provisions provide that, in addition to any other vote otherwise
required by law or the Articles of Incorporation, a "business combination"
shall be (i) unanimously approved by all of the directors who are not
affiliates or associates of an "interested shareholder," provided that these
continuing directors constitute at least three members of the Board of
Directors at the time of such approval; or (ii) recommended by at least two-
thirds of the continuing directors and approved by a majority of the votes
entitled to be cast by the holders of the voting shares, other than voting
shares beneficially owned by the interested shareholder who is, or whose
affiliate is, a party to the business combination. The nFront Bylaws contain a
provision electing to be governed by these fair price requirements.

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<PAGE>

DIGITAL INSIGHT
(DELAWARE)

Par value,
dividends and
repurchases of
shares............. The concepts of par value, capital and surplus are
retained under Delaware law. Delaware law permits a
corporation to declare and pay dividends out of surplus
or, if there is no surplus, out of the net profits for
the fiscal year in which the dividend is declared and/or
for the preceding fiscal year as long as the amount of
capital of the corporation following the declaration and
payment of the dividend is not less than the aggregate
amount of the capital represented by the issued and
outstanding stock of all classes having a preference
upon the distribution of assets. In addition, Delaware
law generally provides that a corporation may redeem or
repurchase its shares only if such redemption or
repurchase would not impair the capital of the
corporation. Notwithstanding the foregoing, a Delaware
corporation may redeem or repurchase shares having a
preference upon the distribution of any of its assets if
such shares will be retired upon acquisition, and
provided that, after the reduction in capital made in
connection with such retirement of shares, the
corporation's remaining assets are sufficient to pay any
debts not otherwise provided for.

Dissenters' or
appraisal rights... Such rights are not available with respect to a merger
or consolidation by a corporation the shares of which
are either listed on a national securities exchange or
held of record by more than 2,000 stockholders if such
stockholders are required to receive only shares of the
surviving corporation, shares of any other corporation
which are either listed on a national securities
exchange or held of record by more than 2,000 holders,
cash in lieu of fractional shares or a combination of
the foregoing.

nFRONT
(GEORGIA)

Georgia law dispenses with the concept of par value of shares for most
purposes as well as statutory definitions of capital, surplus and the like.
Under Georgia law, a corporation may make distributions to its shareholders
subject to any restrictions imposed in the corporation's Articles of
Incorporation, except that no distribution may be made if as a result the
corporation would not be able to pay its debts as they become due in the usual
course of business or its total assets would be less than the sum of its total
liabilities plus the amount that would be needed, if the corporation were to
be dissolved at the time of the distribution, to satisfy the preferential
rights upon dissolution of shareholders whose preferential rights are superior
to those receiving the distribution. A Georgia corporation may acquire its own
shares and shares so acquired will constitute authorized but unissued shares,
unless the Articles of Incorporation provide that such shares become treasury
shares or prohibit the reissuance of reacquired shares. If such reissuance is
prohibited, the number of authorized shares will be reduced by the number of
shares reacquired.

Same.

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<PAGE>

DIGITAL INSIGHT
(DELAWARE)

Description of
Common Stock....... The holders of Digital Insight common stock are entitled
to one vote for each share held of record on all matters
submitted to a vote of stockholders. Holders of common
stock have no preemptive rights or rights to convert
their common stock into any other securities. There are
no redemption or sinking fund provisions applicable to
the common stock. All outstanding shares of common stock
are fully paid and non-assessable and have a par value
of $0.001 per share.

nFRONT
(GEORGIA)

The holders of nFront common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of shareholders. There are
no cumulative voting rights and each share has no par value. Subject to
preferences that may be applicable to any outstanding shares of preferred
stock, the holders of common stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board of Directors out of funds
legally available for the payment of dividends. In the event of a liquidation,
dissolution or winding up of nFront, the holders of common stock are entitled
to share ratably in all assets remaining after payment of liabilities and
liquidation preferences of any outstanding shares of preferred stock. Holders
of common stock have no preemptive rights or rights to convert their common
stock into any other securities. There are no redemption or sinking fund
provisions applicable to the common stock. All outstanding shares of common
stock are fully paid and nonassessable.

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<PAGE>

DIGITAL INSIGHT
(DELAWARE)

Description of
Preferred Stock.... Pursuant to Digital Insight's Third Amended and Restated
Certificate of Incorporation, the board of directors has
the authority, without further action by the
stockholders, to issue up to 5,000,000 shares of
preferred stock, $0.001 par value per share, in one or
more series and to fix the designations, powers,
preferences, privileges and relative participating,
optional or special rights and the qualifications,
limitations or restrictions thereof, including dividend
rights, conversion rights, voting rights, terms of
redemption and liquidation preferences, any or all of
which may be greater than the rights of the common
stock. The board, without stockholder approval, can
issue preferred stock with voting, conversion or other
rights that could adversely affect the voting power and
other rights of the holders of common stock. Preferred
stock could thus be issued quickly with terms calculated
to delay or prevent a change in control of Digital
Insight or make removal of management more difficult.
Additionally, the issuance of preferred stock may have
the effect of decreasing the market price of the common
stock, and may adversely affect the voting and other
rights of the holders of common stock. There are no
shares of preferred stock outstanding and Digital
Insight has no plans to issue any of the preferred
stock.

Shareholder
derivative suits... Under Delaware law, a shareholder may only bring a
derivative action on behalf of the corporation if the
shareholder was a shareholder at the time of the
transaction in question or his or her stock thereafter
devolved upon him or her by operation of law.

nFRONT
(GEORGIA)

Pursuant to nFront's Second Amended and Restated Articles of Incorporation,
the Board of Directors has the authority, without further action by the
shareholders, to issue up to 10,000,000 shares of preferred stock, no par
value per share, in one or more series and to fix the designations, powers,
preferences, privileges and relative, participating, optional or special
rights and the qualifications, limitations or restrictions thereof, including
dividend rights, conversion rights, voting rights, terms of redemption and
liquidation preferences, any or all of which may be greater than the rights of
the common stock. The Board of Directors, without shareholder approval, can
issue preferred stock with voting, conversion or other rights that could
adversely affect the voting power and other rights of the holders of common
stock. Preferred stock could thus be issued quickly with terms calculated to
delay or prevent a change of control of nFront or make removal of management
more difficult. Additionally, the issuance of preferred stock may have the
effect of decreasing the market price of the common stock and may adversely
affect the voting and other rights of the holders of common stock. nFront has
no plans to issue any preferred stock.

Under Georgia law, a shareholder may not commence or maintain a derivative
proceeding unless the shareholder was a shareholder of the corporation at the
time of the act or omission complained of or became a shareholder through
transfer by operation of law from one who was a shareholder at that time. In
addition, Georgia law requires that the shareholder fairly and adequately
represent the interests of the corporation in enforcing the rights of the
corporation.

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<PAGE>

CERTAIN INFORMATION REGARDING DIGITAL INSIGHT

Forward-Looking Statements

Except for historical information, this proxy statement/prospectus contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements involve risks and uncertainties, including, among
other things, statements regarding anticipated costs and expenses, revenue
mix, product and service development, relationships with strategic partners
and plans for addressing Year 2000 issues. These forward-looking statements
include, among others, those statements including the words "expects,"
"anticipates," "intends," "believes" and similar language. Actual results may
differ significantly from those projected in the forward-looking statements.
Factors that might cause or contribute to such differences include, but are
not limited to, those discussed in the section "Risk Factors."

Digital Insight's Business

Overview

Digital Insight is the leading provider of real time Internet banking
services to credit unions, small to mid-sized banks, and savings and loans
with assets of less than $10 billion, based on the number of home banking end
users Digital Insight serves as compared to its direct competitors. Digital
Insight offers these community financial institutions a cost-effective
outsourced service, branded in their name, which includes home banking for
their individual customers, business banking for their commercial customers, a
targeted marketing program to enable them to effectively sell additional
financial services to end users, and customized web site design and
implementation services. As of October 31, 1999 Digital Insight had contracted
with over 406 financial institution customers. The contracted home banking
customers had over 10.8 million potential end users. Of these potential end
users, over 575,000 were actively using its home banking application.

Digital Insight provides community financial institutions with a
comprehensive and secure Internet solution that can be installed rapidly with
a high degree of customization. Its solution is designed to be readily
expandable, or scalable, as the number of users grows. Its solution also
offers high levels of service and system redundancy. Digital Insight works
closely with leading data processing vendors so that its financial institution
customers can leverage the investment they have made in existing data
processing systems by fully integrating them with an Internet solution.

Digital Insight earns revenues from implementation fees that its customer
financial institutions pay Digital Insight for establishing their Internet
banking services, and recurring service fees based on end user adoption and
usage, as well as web site hosting and maintenance and other monthly services.
During the nine months ended September 30, 1999 approximately 75% of its
revenues came from recurring fees.

Industry Background

The Internet has emerged as the fastest growing communications medium in
history and is dramatically changing the way businesses and individuals
communicate and conduct commerce. International Data Corporation, a leading
provider of research for the information technology industry, estimates that
the number of Internet users worldwide will increase from approximately 97
million in 1998 to 320 million by 2002.

Businesses have embraced the Internet as an important means for
communicating and transacting business with customers. Although early business
web sites were primarily used for one-way presentation of basic product and
company information, technological advances now offer companies the
opportunity to make their web sites interactive and transaction-based,
enabling the development of a wide range of electronic commerce, or
e-commerce, applications. International Data Corporation estimates that
revenue from business to consumer e-commerce will increase from approximately
$15 billion in 1997 to more than $178 billion in 2003, a compound annual
growth rate of 51%. Forrester Research estimates that revenue from business to
business e-commerce

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will increase from approximately $43 billion in 1998 to more than $1.3
trillion in 2003, a compound annual growth rate of 98%.

The Internet is increasingly being utilized as a medium for financial
transactions and services, including banking, brokerage and insurance.
Personal finance was the most heavily used content channel on America Online
in the first quarter of 1999, with an average of 10.7 million user hours per
month, as compared to 10.1 million user hours for games, 7.7 million user
hours for news and 4.7 million user hours for merchandise shopping. In
particular, consumers, businesses and financial institutions are recognizing
that the Internet is a powerful and efficient medium for the delivery of
banking services, including home banking, bill payment and other services for
individuals, and cash management, payroll and other services for the
commercial customers of financial institutions. Consumers and small businesses
use Internet banking because of its 24-hour-a-day, 7-day-a-week convenience
and the ability to perform a wide range of transactions from any personal
computer or Internet-enabled device.

International Data Corporation estimates that there were approximately 3.4
million users banking over the Internet in the United States at the end of
1998 and projects that that number will increase to over 37 million by 2003.
In response to this demand, an increasing number of financial institutions are
offering Internet-based banking services. International Data Corporation
estimates the number of banks offering online banking services will increase
from 1,150 in 1998 to 15,845 by 2003, and that these services will be offered
primarily via the Internet. Internet banking enables financial institutions to
provide one-stop shopping to their customers by collecting and consolidating
financial data from a number of sources, including all of the customer's
accounts at that institution as well as information from other Internet
sources such as online brokerage and insurance firms. Internet banking also
allows a financial institution to collect and analyze customer data for use in
targeted marketing programs.

Customer service issues are motivating financial institutions to offer
Internet banking. According to a survey conducted by Mentis Corporation, a
recognized financial industry market research firm, financial institutions
offer Internet banking in order to:

.attract new customers, retain existing customers, increase customer
loyalty and improve customer access;

.offer additional value-added services and remain competitive;

.generate revenue;

.decrease service costs; and

.reduce branch traffic.

Early Internet banking initiatives were undertaken primarily by large
financial institutions. According to Online Banking Report, over 50% of the
100 largest banks in the United States offer Internet banking. By contrast,
only approximately 5% of community financial institutions currently offer
Internet banking. Nevertheless, there are approximately 22,000 credit unions,
banks, and savings and loans in the United States with assets of less than $10
billion each. These community financial institutions hold approximately $2.2
trillion in deposits, or 56% of total U.S. customer deposits. As a result of
the adoption of Internet banking services by their larger competitors,
community financial institutions are finding themselves under increasing
pressure to offer Internet home banking and business banking services.
Community financial institutions are realizing that if they do not provide
these services, or if their offerings are inadequate, they risk losing
customers to larger institutions, Internet-only banks, or locally competitive
community financial institutions who do offer these services.

Community financial institutions have been slow to adopt Internet banking
services as a result of several factors. A financial institution undertaking
its own Internet banking service must develop or acquire the relevant
expertise, dedicate appropriate information technology resources, and spend
significant time and capital on the project. In addition, a financial
institution must work closely with its data processing vendor or vendors to
develop workable interfaces between its core systems and its Internet
solution.

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In order to remain competitive, community financial institutions require a
low-cost, outsourced Internet-based banking solution. The solution must be
rapidly and cost-effectively implemented, interface seamlessly and in real
time with the financial institution's data processing vendor or vendors,
preserve and extend the financial institution's own brand and provide suitable
features to end users. An Internet-based solution must also be secure,
reliable and scalable. Finally, the solution should provide a platform for
target marketing of financial services and potentially broader e-commerce
offerings. These offerings would provide community financial institutions with
additional revenue opportunities and appeal to end users who are increasingly
using the Internet to research, evaluate and purchase a broad array of
products and services.

The Digital Insight Solution

Digital Insight is the leading provider of real time Internet banking
services to community financial institutions. The service includes a content-
rich home banking application for retail customers and a business banking
application for commercial customers. AXIS Home Banking, its consumer product,
includes account management, account transfers and interfaces to personal
financial management software, bill payment, stock quotes and other expanded
services. AXIS Cash Management, its small business product, includes similar
features as well as payroll/direct deposits and other services. To enable
financial institutions to sell additional financial services to their end
users based on individual profiles, Digital Insight also offer; target
marketing programs to its customers. Digital Insight also provide; customized
web site design, implementation, maintenance and hosting services to its
customers.

Digital Insight's solution offers the following benefits to community
financial institutions:

. Comprehensive and Customizable Solution. Digital Insight provides full
service bureau support to customers who desire such an environment,
including hosting of web sites, web site maintenance, reporting tools and
customized online account presentations. Digital Insight's home banking
and business banking applications can be configured to offer end users a
variety of standard and optional features. Digital Insight's web site
design and implementation services also enable customers to establish
Internet banking services with a look and feel that preserves their
unique brand identity.

. Real Time Online Architecture. Digital Insight's architecture allows real
time communication with financial institutions' core data processing
systems in order to retrieve account information as needed. Unlike batch
processing, real time data processing allows for transactions conducted
on the web site to be immediately reflected on the host system, and
allows for transactions conducted at the financial institution to be
immediately reflected on the web site. As a result, the information
Digital Insight presents to consumers can be current with the financial
institution's own data, with as much transaction history as is then
available from the institution. For example, if an end user makes a
withdrawal at a branch, it will be reflected instantaneously online.

. Extensive Data Processing Vendor Relationships. Digital Insight's
solution provides direct links, or interfaces, with multiple vendors of
core banking software and data processing services to financial
institutions. Digital Insight has developed interfaces to the systems of
24 data processing vendors, who serve more than 10,000 community
financial institutions, and Digital Insight has interfaces for 8
additional vendors in development. By working directly with these
vendors, Digital Insight enables its customers to offer real time
presentations of end user account data and Digital Insight can quickly
and cost- effectively install its systems with customers of these
vendors. Its interfaces also allow for tight integration with other
functions supported by the data processing vendor, such as loan
origination and statement and check imaging.

. Scalable, Reliable and Secure Service. Digital Insight's system can scale
rapidly to accommodate increased numbers of end users. A financial
institution can take advantage of its data center and the server
infrastructure of its data processing vendor to scale to meet demand,
without building its own separate server infrastructure. Digital
Insight's service is also highly reliable, with an up-time availability
record averaging 99.3% during the nine-month period ended September 30,
1999. Further, Digital Insight's systems incorporate sophisticated data
encryption techniques, a series of firewalls between the Internet

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and its customers, and several layers of security technology in order to
minimize unauthorized access to its network.

. Rapid and Affordable Implementation. Digital Insight's solution can be
rapidly implemented and represents an affordable alternative to
internally developed Internet banking services for community financial
institutions. Average implementation times for Digital Insight's home
banking application range from one to three months, depending on the
complexity of web site design requests and the availability of an
existing interface with a customer's data processing vendor.

. Flexible Service Capabilities. Digital Insight's applications are
designed to be deployed in a variety of environments, depending on a
customer's needs. A customer can use its data center in a service bureau
arrangement, house its own dedicated hardware in its data center or host
its systems in its own facility. Importantly, customers can migrate from
one environment to another as their needs evolve. In addition, Digital
Insight has the flexibility to support data processing vendors whose
systems are either batch or realtime.

. Platform for Value-Added Services and Target Marketing. Digital Insight
enables financial institutions to expand their Internet presence beyond
their core banking functions by providing additional value-added products
and services to their customers. These services include bill payment and
delivery of third- party services such as stock quotes. Digital Insight's
real time solution is also capable of gathering relevant end-user account
activity information and usage profiles, enabling financial institutions
to target timely and appropriate services to their customers, thereby
creating additional revenue opportunities. Digital Insight believes that
these additional product and service offerings will allow its customers
to derive additional revenue from existing and new end users.

The Digital Insight Strategy

Digital Insight's objective is to increase its position as the leading
provider of Internet banking services to community financial institutions as
well as to provide these institutions with a competitive platform which will
permit them to exploit e-commerce opportunities.

. Increase the Number of Community Financial Institutions. Digital Insight
intends to leverage its leading market position to further penetrate the
substantial market for an outsourced Internet banking solution among
community financial institutions. As of October 31, 1999 Digital Insight
had contracts with over 406 community financial institutions in over 40
states (including Washington, D.C.). Digital Insight achieved early
leadership among credit unions who, as a group, adopted Internet banking
more rapidly than community banks. Over the past two years, Digital
Insight has begun to leverage its strong credit union customer base to
increase its sales efforts with banks. Digital Insight also intends to
increase the number of customers by selectively expanding its
international sales, both directly and through strategic alliances with
international partners.

. Increase End User Penetration. As of October 31, 1999 Digital Insight's
home banking customers had more than 10.8 million potential end users.
For the financial institutions who had fully deployed Digital Insight's
solution by October 31, 1998 the aggregate percentage of their customers
utilizing home banking rose from 4.3% at October 31, 1998 to 9.0% at
October 31, 1999. Digital Insight works with its financial institution
customers to expand the number of end users of its home banking and
business banking services through marketing assistance programs and
sharing best practices. Digital Insight intends to continue to train the
staff of financial institutions in marketing and promoting Internet
banking services using the information and skills Digital Insight has
gained through its experience in Internet banking implementations.

. Increase the Number of Interfaces to Core Data Processing Systems.
Digital Insight intends to increase the number of its interfaces to core
data processing systems to allow its products to interface with more
financial institutions. Its strategy is to maintain neutrality among
vendors, in order to serve the broadest possible base of financial
institutions. Digital Insight currently interfaces with vendors providing
services

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to over 10,000 community financial institutions and its intermediate-term
goal is to increase this coverage to more than 12,000 community financial
institutions. A group of its engineers is dedicated to developing
interfaces to new data processing vendors.

. Broaden Product Offerings. Digital Insight plans to offer new and
enhanced products and services to attract additional traffic onto its
network of community financial institutions and other business partners.
Digital Insight intends to enhance the capabilities, or functionality, of
its products to capitalize on the trend of consumers to integrate
financial services information and transactions and to expand its target
marketing capability. New functionality and services are expected to
include bill presentment, or the delivery of interactive electronic bills
over the Internet, online loan origination, online check imaging and
online statement delivery.

Products and Services

Digital Insight's primary products are home banking and business banking
applications. These applications allow a financial institution to create a
customized Internet banking service using an array of standard and optional
features. Digital Insight complements its primary banking applications with
additional tools, such as target marketing, and with implementation and web
site services.

Home Banking

Digital Insight's AXIS Home Banking application is an Internet-based system
through which community financial institutions are able to provide home
banking to their retail customers. Standard features of this application
include:

. Account information: End users can view balance information and
transaction history in real time for deposit accounts, such as checking
and savings, and loan accounts, such as consumer, credit cards,
automobile and mortgage.

. Funds transfer: End users can transfer funds among accounts, including
making loan payments.

. Interfaces with personal financial management software: End users can
download their account information into Quicken and Microsoft Money.

In addition to these standard features, financial institutions can also
choose to include the following home banking optional features:

. Bill payment: End users can pay bills electronically 24 hours a day,
seven days a week. End users can schedule one-time or recurring payments,
and can view payment history at their convenience.

. Online applications: End users can submit electronic loan, credit card or
other applications safely and securely to their financial institution.

. Online services and additional features: End users can track stock
prices, calculate portfolio values, order U.S. Savings Bonds, make check
image requests and order checks.

Business Banking

Digital Insight's AXIS Cash Management application provides a full range of
Internet business banking services for commercial customers of community
financial institutions. Standard features of this application include:

. Administration platform: Businesses can control access to business
banking and account features in order to provide financial and audit
controls for their staff.

. Account information: Businesses can view account balances and transaction
history, and reconcile accounts instantly.

. Funds transfer: Businesses can actively manage their accounts, setting up
future-dated transfers and automatic transfers of available balances
among accounts.

. Stop payment placement: Businesses can place stop payment orders on
checks.

. File export: Businesses can export their account information into a
computer file or into business financial management and accounting
software such as QuickBooks.

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Optional features of AXIS Cash Management include:

. Bill payment: End users can pay bills electronically 24 hours a day,
seven days a week. End users can schedule one-time or recurring payments
and can view payment history at their convenience.

. Automated Clearing House services: Businesses can initiate electronic
payments, including business to business, payroll direct deposit
disbursements and electronic state and federal tax payments.

. Wire transfers: Businesses can originate wire transfers of funds to
accounts with other financial institutions or trade partners.

. Online services and additional features: Businesses can complete
predefined loan and other applications, make photocopy requests, order
checks, and track portfolios.

Target Marketing

Digital Insight's recently introduced Target Marketing module is designed
to help make the financial institution's web site a cost-effective sales tool.
This module is currently available for Digital Insight's home banking
application and is expected to be available for its business banking
application later this year. Target Marketing allows financial institutions to
individually target their account holders and present them with opportunities
to buy products and services to fit their needs. The Target Marketing module
gives financial institutions the ability to:

. analyze end users' demographic and financial profiles and online
activity, and apply a set of screening criteria to select appropriate
marketing promotions;

. present individually-targeted marketing promotions, such as
advertisements for loans, to end users when it is most appropriate;

. incorporate account sign-up forms and loan applications into specific
promotions;

. create time-limited promotions and seasonal messages; and

. change messages daily, hourly or randomly.

AXIS Management Console

Digital Insight's Internet services management console provides its
customers with a set of tools to actively manage their Internet banking
system. With this management console, a financial institution can remotely
manage its web site, generate reports on daily activities and keep transaction
logs and activity records for all site events. A financial institution can
also use this management console to configure the Target Marketing module for
specific promotions.

Implementation Services and Web Site Development

For financial institutions without an existing web site, Digital Insight's
team of experts develop a fully interactive site. Working closely with the
customer, the team designs the site to incorporate the features and
capabilities required by the institution, including the integration of
proprietary and value-added financial services such as application forms,
financial calculators and links to other web sites. For customers with an
existing web site, Digital Insight's implementation services are focused on
integrating the home banking and/or business banking application into that
site. In both instances, financial institutions can elect to have Digital
Insight host and maintain their web site. Digital Insight provides a team of
web site experts who program the placement and formatting of digitized text
for a financial institution's Internet site, including all connections to
other web sites.

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Systems Architecture:

Overview

Digital Insight's applications are designed to be deployed in a service
bureau environment, resource managed environment, or an in-house environment.
In a service bureau environment, the financial institution's web site and home
banking application share resources with other financial institutions in
Digital Insight's data center. These shared resources include hardware such as
Digital Insight's servers, as well as data transmission capacity, known as
bandwidth. In a resource managed environment, a financial institution has
dedicated bandwidth and hardware but the system is still located in Digital
Insight's data center. In an in-house environment, a financial institution
runs the system out of its own data center. In all environments, the financial
institution or data processing vendor is connected to Digital Insight through
Digital Insight's private frame relay network.

Digital Insight's systems architecture is designed to provide real time
data acquisition, processing and presentation for Internet home banking and
other applications. Digital Insight's application servers make use of
information exchange brokers that retrieve and initiate transactions using
data located on financial institutions' host systems, bill payment providers'
servers, stock information databases or relational databases. Digital
Insight's applications are driven by templates which define how data is to be
presented. This template driven approach allows customization by its financial
institution customers by supporting multiple languages and multiple web site
designs.

Digital Insight believes that its real time architecture is more scalable
than traditional batch systems, which warehouse and store duplicate data.
Instead of duplicating each financial institution's host system by daily batch
transmittal of customer information, Digital Insight communicates in real time
through a private frame relay network to retrieve account information as
needed. Real time data processing allows for transactions conducted on the web
site to be immediately reflected on the host system and vice versa. In
contrast, in batch systems, home banking transactions are not immediately sent
to the financial institution's host system for processing but are stored in a
database at the home banking data center. In addition, transactions processed
at the financial institution are only reflected in a batch system home banking
application after this data is uploaded to the data center. As a result, batch
systems can result in impairment of data integrity, as information on the host
system may be different from that of the Internet home banking application at
any particular time.

Future Impact of Second Data Center

Digital Insight currently provides its services out of one data center
located at its headquarters in Calabasas, California. Digital Insight launched
a second data center that Digital Insight will manage at an Exodus
Communications facility in Herndon, Virginia. This second data center was put
into operation in the fourth quarter of 1999 with functionality to be added
throughout 2000. When fully operational, this data center will allow for
greater scalability and increased functionality by providing backup functions
to the Calabasas data center.

Customers

Digital Insight's target market is the approximately 22,000 community
financial institutions in the United States with assets of less than $10
billion each. Within its target market, Digital Insight focuses on community
financial institutions that rely on one or more of the data processing vendors
with whom Digital Insight has developed interfaces. At present, Digital
Insight has interfaces with data processing vendors serving over 10,000
community financial institutions. Digital Insight is seeking to expand the
number of vendors with whom Digital Insight has interfaces.

As of October 31, 1999, Digital Insight had contracts with over 406
financial institutions to provide one or more of its products and services. Of
these institutions, over 294 have contracted with Digital Insight for home
banking, with more than 575,000 active end users. Based on publicly available
regulatory submissions, as of October 31, 1999, Digital Insight's home banking
customers had more than 10.8 million potential end users. For the year ended
December 31, 1998 and the nine months ended September 30, 1999, no individual
customer accounted for 5% or more of Digital Insight's revenues.

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The table below sets forth Digital Insight's ten largest home banking
customers as of September 30, 1999 in the categories of banks/savings and
loans and credit unions, based on the number of potential end users.

<TABLE>
<CAPTION>
Banks/Savings and Loans Credit Unions
----------------------- -------------
<S> <C>
Trust Company of New Jersey The Golden 1 Credit Union
Reliance Federal Savings Government Employees Federal Credit Union
Commonwealth Bank, Pennsylvania Truliant Credit Union
First Southern Bancorp Teachers Credit Union
Keystone Savings Bank Community Credit Union
Centier Bank Portland Teachers Credit Union
American Bank of Texas ESL Federal Credit Union
Commercial Bank of New York North Island Federal Credit Union
Brookline Savings Bank Mountain America Credit Union
Patriot Bank San Diego County Credit Union
</TABLE>

Third-Party Relationships

Digital Insight has relationships with multiple vendors of core data
processing software and outsourced data processing services to financial
institutions. Agreements with these vendors allow Digital Insight to interface
to the financial institutions' host systems to provide real time access to a
financial institution's account data. Digital Insight has developed interfaces
to the systems of 24 data processing vendors who provide services to more than
10,000 community financial institutions. Digital Insight currently has
interfaces for 8 additional vendors in development. Among the data processing
vendors with whom Digital Insight interfaces are: BancTec, CSI, CUC Inc., EDS
Cube, EDS Miser, Fiserv divisions such as Aftech, CBS, Galaxy and Summit,
Helvetia de Caribe, Jack Henry, OSI, Symitar Systems, USERS Inc. and XP
Systems. Among the interfaces under development are ALLTEL and M&I Data
Services.

To deliver bill payment services, Digital Insight has relationships with
major providers such as M&I Data Services and CheckFree. Its agreement with
M&I Data Services, as successor to Moneyline Express, has a one-year renewable
term and provides for payment of fees based on the number of customers, end
users and bill payment transactions. Digital Insight also has relationships
with third parties, including the U.S. Treasury, DecisionOne, 800 Support,
Intuit and Microsoft, to provide other related functions to its customers.

Sales and Marketing

Digital Insight utilizes a direct sales model. As of October 31, 1999
Digital Insight's sales and marketing staff consisted of 29 professionals, who
are regionally based to facilitate the development of strong relationships
with customers. The sales staff is responsible for prospecting and acquiring
new accounts as well as managing current accounts and cross-selling additional
products into those accounts. Digital Insight expects to significantly
increase its sales and marketing infrastructure over the next 12 months.

Digital Insight's typical sales cycle is approximately six months for new
customers and approximately two months for follow-on or upgrade sales to
existing customers. Digital Insight's primary customer contact for new sales
in smaller community financial institutions is generally the chief executive
officer, the chief financial officer or the chief information officer, or a
combination of these three, and in larger community financial institutions,
its primary contact is generally the head of retail banking or business
banking. Its primary customer contact for follow-on sales is usually the
functional manager for the community financial institution or the direct
manager of Internet banking for that institution.

Digital Insight's primary marketing efforts are focused on building brand
awareness among community financial institutions and identifying potential
customers. Digital Insight's marketing efforts include:

. telemarketing, through which Digital Insight makes an average of 300 new
financial institution contacts a month;

. press relations, which are managed by an outside public relations firm
that specializes in banking and financial industries;

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. direct mail, which uses product and service literature as well as
reprints of news articles;

. trade shows, with 30 appearances scheduled for 1999; and

. meetings with national and regional user groups of Internet banking
services and third-party data processing vendors, with 14 scheduled for
1999.

Product Development

As of October 31, 1999, Digital Insight's product development staff
consisted of 43 software developers and engineers. Their development efforts
are focused on:

. Enhancements to Existing Products. Digital Insight is developing new
features and functions for its home banking and business banking products
in order to provide a broader range of functions, including Internet loan
origination and bill presentment.

. Interfaces with Data Processing Vendors. Digital Insight is continuing to
enhance and expand its interfaces to financial institution core data
processing systems. A variety of different systems are utilized by both
banks and credit unions. Digital Insight currently interfaces with
vendors representing over 10,000 community financial institutions and its
intermediate-term goal is to increase this coverage to more than 12,000
community financial institutions.

. Additional Web Site Customization. Digital Insight intends to offer
financial institutions additional options and capabilities for
customization of their web sites by creating more templates and making
these templates more flexible.

. Enhancements to Target Marketing. Digital Insight intends to add features
to Target Marketing to support a broader range of e-commerce activities.

. Other Products and Services. Digital Insight is working to expand its
offerings to include related financial service capabilities such as
online insurance, brokerage, credit history management, tax preparation
and filing and merchant services.

Competition

The market for Internet banking services is highly competitive, and Digital
Insight expects that competition will intensify in the future. In the area of
home banking, Digital Insight primarily competes with other companies that
provide outsourced Internet banking services to community financial
institutions, including FundsXpress, HomeCom, Home Financial Network, NetZee,
nFront, Online Resources, Q-Up and Virtual Financial. Also, vendors such as
Corillian, Integrion and Security First Technologies, who primarily target the
largest financial institutions, occasionally compete with Digital Insight for
community financial institution customers. In addition, several of the vendors
offering data processing services to financial institutions offer their own
Internet banking solutions, including EDS, Fiserv, Jack Henry and M&I Data
Services. Local competition for home banking services is provided by more than
100 smaller online service outsourcing companies located throughout the United
States.

Digital Insight's primary competition for providing the business banking
services that financial institutions offer their commercial customers are
vendors of cash management systems for large corporations such as ADP, Magnet
and Pulitzer & Haney.

Digital Insight also faces potential indirect competition from Internet
portals such as E*TRADE and Yahoo! which might serve as an alternative to
financial institutions' web sites, particularly for bill presentment services.
In addition, Digital Insight could experience competition from its customer
financial institutions and potential customers who develop their own online
banking solutions. Rather than purchasing Internet banking products and
services from third-party vendors, community financial institutions could
develop, implement and maintain their own services and applications. Digital
Insight can give no assurance that these financial institutions will perceive
sufficient value in its products and services to justify investing in them.

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Digital Insight believes that its ability to compete successfully depends
upon a number of factors, including:

. its market presence with community financial institutions and related
scale advantages;

. the reliability, security, speed and capacity of its systems and
technical infrastructure;

. the comprehensiveness, scalability, ease of use and service level of its
products and services;

. its ability to interface with vendors of data processing software and
services;

. its pricing policies and the pricing policies of its competitors and
suppliers;

. the timing of introductions of new products and services by Digital
Insight and its competitors; and

. its ability to support unique customer requirements.

Digital Insight expects competition to increase significantly as new
companies enter its market and current competitors expand their product lines
and services.

Government Regulation

The financial services industry is subject to extensive and complex federal
and state regulation. Digital Insight's current and prospective customers,
which consist of financial institutions such as commercial banks, savings and
loans, credit unions, thrifts, securities brokers, finance companies, other
loan originators, insurers and other providers of financial services, operate
in markets that are also subject to rigorous regulatory oversight and
supervision. Digital Insight's customers must ensure that its services and
related products work within the extensive and evolving regulatory
requirements applicable to them, including those under federal and state
truth-in-lending and truth-in- deposit rules, usury laws, the Equal Credit
Opportunity Act, the Fair Housing Act, the Electronic Fund Transfer Act, the
Fair Credit Reporting Act, the Bank Secrecy Act and the Community Reinvestment
Act. The compliance of Digital Insight's products and services with these
requirements depends on a variety of factors including the particular
functionality, the interactive design and the classification of the customer.
Digital Insight's financial services customers must assess and determine what
is required of them under these regulations and are responsible for ensuring
that Digital Insight's system and the design of their site conform to their
regulatory needs. Digital Insight does not make representations to customers
regarding applicable regulatory requirements, and relies on each customer to
identify its regulatory issues and to adequately specify appropriate
responses. It is not possible to predict the impact that any of these
regulations could have on its business.

Digital Insight is not licensed by the Office of the Comptroller of the
Currency, the Board of Governors of the Federal Reserve System, the Office of
Thrift Supervision, the National Credit Union Administration or other federal
or state agencies that regulate or supervise depository institutions or other
providers of financial services. Digital Insight is subject to examination by
the Federal depository institution regulators under the Bank Service Company
Act and the Examination Parity and Year 2000 Readiness for Financial
Institutions Act. These regulators have broad supervisory authority to remedy
any shortcomings identified in any such examination. Digital Insight is also
subject to encryption and security export laws and regulations which,
depending on future developments, could render its business or operations more
costly, less efficient or impossible.

Federal, state or foreign authorities could adopt laws, rules or
regulations affecting Digital Insight's business operations, such as by
requiring Digital Insight to comply with data, record keeping and other
processing requirements. Digital Insight may become subject to additional
regulation as the market for its business evolves. It is possible that laws
and regulations may be enacted with respect to the Internet, covering issues
such as user privacy, pricing, content, characteristics and quality of
services and products. Existing regulations may be modified. For example,
Digital Insight is not subject to the disclosure requirements of Regulation E
of the Federal Reserve Board under the Electronic Fund Transfer Act, because
Digital Insight does not agree with consumers to provide them with electronic
funds transfer services or provide access devices (such as cards, codes or
other means of accessing accounts to initiate electronic funds transfers) to
them. Regulation E regulates certain electronic funds transfers made by
providers of access devices and electronic fund transfer services. Under

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Regulation E, Digital Insight's customers are required, among other things, to
provide certain disclosure to retail customers using electronic transfer
services, to comply with certain notification periods regarding changes in the
terms of service provided and to follow certain procedures for dispute
resolutions. The Federal Reserve Board could adopt new rules and regulations
for electronic funds transfers that could lead to increased operating costs
and could also reduce the convenience and functionality of Digital Insight's
services, possibly resulting in reduced market acceptance. If enacted or
deemed applicable to us, the laws, rules or regulations applicable to
financial services activities would render Digital Insight's business or
operations more costly, burdensome, less efficient or impossible. Digital
Insight cannot assure that federal, state or foreign governmental authorities
will not adopt new regulations addressing electronic financial services or
operations generally that could require Digital Insight to modify its current
or future products and services. The adoption of laws or regulations affecting
Digital Insight's business or its customer banks' business could have a
material adverse effect on Digital Insight's business, financial condition and
results of operations.

A number of proposals at the federal, state and local level and by certain
foreign governments would, if enacted, expand the scope of regulation of
Internet-based financial services and could impose taxes on the sale of goods
and services and certain other Internet activities. Any development that
substantially impairs the growth of the Internet or its acceptance as a medium
for transaction processing could have a material adverse effect on Digital
Insight's business, financial condition and operating results.

Proprietary Rights

Although Digital Insight believes that its success is more dependent upon
its technical expertise than its proprietary rights, its future success and
ability to compete is dependent in part upon its proprietary technology.
Digital Insight has filed an application to register Digital Insight as its
trademark. None of its technology is currently patented. Instead, Digital
Insight relies on a combination of contractual rights and copyright, trademark
and trade secret laws to establish and protect its proprietary technology.
Digital Insight generally enters into confidentiality agreements with its
employees, consultants, resellers, customers and potential customers. Digital
Insight also limits access to and distribution of its source code, and further
limits the disclosure and use of other proprietary information. Digital
Insight cannot assure that the steps taken by Digital Insight in this regard
will be adequate to prevent misappropriation of its technology or that its
competitors will not independently develop technologies that are substantially
equivalent or superior to its technology. Despite its efforts to protect
Digital Insight's proprietary rights, unauthorized parties may attempt to copy
or otherwise obtain or use Digital Insight's products or technology. In
addition, the laws of some foreign countries do not protect Digital Insight's
proprietary rights to the same extent as do the laws of the United States.

Facilities

Digital Insight's principal offices currently occupy approximately 30,385
square feet in Calabasas, California, pursuant to a lease which expires in
2003. In August 1999, Digital Insight entered into a sublease to occupy an
additional 16,085 square feet in its principal facility in Calabasas,
California, beginning on December 1, 1999. Its principal data center is
located in this facility. Digital Insight has also entered into a service
agreement for a second data center serviced by Exodus Communications in
Herndon, Virginia. Digital Insight believes that suitable additional or
alternative space will be available in the future on commercially reasonable
terms as needed.

Employees

As of October 31, 1999, Digital Insight had a total of 152 full-time
employees, including 60 in operations, 29 in sales and marketing, 43 in
research and development and 20 in finance and administration. None of its
work force is currently unionized. Digital Insight has not experienced any
work stoppages and consider its relations with its employees to be good.

Legal Proceedings

From time to time Digital Insight may be involved in litigation arising in
the normal course of its business. Digital Insight is not a party to any
litigation, individually or in the aggregate, that Digital Insight believes
would have a material adverse effect on its financial condition or results of
operations.

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<PAGE>

DIGITAL INSIGHT MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion of the financial condition and results of
operations of Digital Insight (i) as of September 30, 1999 and for the nine
months ended September 30, 1998 and 1999 should be read in conjunction with
the sections of Digital Insight's unaudited financial statements and the
related notes, and (ii) for the years ended December 31, 1996, 1997 and 1998
should be read in conjunction with the sections of Digital Insight's audited
financial statements and the related notes. These financial statements and the
related notes to such financial statements are included elsewhere in this
proxy statement/prospectus. This discussion contains forward-looking
statements that involve risks and uncertainties. Digital Insight's actual
results may differ from those anticipated in these forward-looking statements
as a result of certain factors, including, but not limited to, those set forth
under "Risk Factors" and elsewhere in this proxy statement/prospectus.

Overview

Digital Insight is the leading provider of Internet banking solutions for
community financial institutions, with approximately 400 financial institution
customers. Digital Insight offers these community financial institutions an
outsourced service, branded in their name, which includes home banking for
their individual customers, business banking for their commercial customers, a
target marketing program to enable them to sell additional financial services,
and customized web site design and implementation services. Since inception,
substantially all of Digital Insight's revenues have been derived from its
Internet home banking services, associated features and website development.
As of September 30, 1999, Digital Insight had an accumulated deficit of
approximately $14.0 million.

Digital Insight's revenues consist primarily of recurring monthly service
fees and, to a lesser extent, one-time implementation fees. Its recurring
revenues consist of service fees paid to Digital Insight by its financial
institution customers based on the number of end users or end user
transactions, and fees for hosting and maintaining their web sites and other
monthly services. Revenue increased from $88,000 in 1995 to $8.2 million in
1998, and from $2.2 million for the quarter ended September 30, 1998 to $4.7
million for the quarter ended September 30, 1999. Recurring service fees as a
percentage of revenues have grown from approximately 33% in 1996 to 73% for
the quarter ended September 30, 1999. The number of active home banking end
users increased over the same period from over 210,000 to approximately
537,000 and implementation fees increased from $1.1 million to $1.3 million.
To the extent that its installed base of customers continues to grow, Digital
Insight expects recurring service fees to represent an increasing percentage
of its revenues in the future.

Digital Insight requires a 50% non-refundable cash deposit of product
implementation fees, payable at the time that a contract is signed. Digital
Insight records these deposits as deferred revenues and, together with the
balance of the implementation fees, Digital Insight recognizes them upon
completion of implementation and customer approval. Recognition is usually two
to four months from the contract date. Upon completion of implementation and
customer approval, Digital Insight begins to receive and recognize recurring
service fees. For the nine months ended September 30, 1999, no single customer
accounted for more than 5% of Digital Insight's revenues.

Cost of revenues consists of implementation and service costs.
Implementation costs are comprised primarily of salaries for implementation
personnel and fees paid to third parties, including bill payment and data
processing vendors. Service costs consist primarily of salaries and related
personnel expenses, network costs, expenses related to the operation of
Digital Insight's data center and fees paid to third parties, including bill
payment vendors, data processing vendors and communication services providers.
Gross margin is affected by the relative proportion of lower margin
implementation fees and higher margin service fees Digital Insight generates,
the mix of products it sells, competitive pricing pressures and the size and
complexity of its implementations. Implementation gross margin may vary from
period to period based upon fluctuations in Digital Insight's implementation
revenues and increases in its implementation infrastructure. However, such
fluctuations should not have a significant impact on overall gross margin.

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Sales, general and administrative expenses consist primarily of salaries
and related expenses for executive, sales, marketing, finance, human resources
and administrative personnel and other general corporate expenses. In
addition, these expenses include marketing expenses such as trade shows and
promotional costs.

Research and development expenses consist primarily of salaries, related
personnel expenses and consultant fees related to the design, development,
testing and enhancement of both Digital Insight's products and its data
processing vendor interface software. Digital Insight expenses all research
and development costs as incurred.

Digital Insight has recorded aggregate deferred stock-based compensation of
$5.5 million through September 30, 1999. The remaining unamortized balance of
$3.6 million will be fully amortized by the quarter ended March 31, 2003.

Results of Operations

The following table presents, for the periods indicated, certain statement
of operations data as a percentage of revenues.

<TABLE>
<CAPTION>
Nine Months Ended
Year Ended December 31, September 30,
--------------------------- -------------------
1996 1997 1998 1998 1999
------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C>
Revenues:
Implementation fees...... 67.5 % 48.5 % 29.4 % 31.7 % 25.0 %
Service fees............. 32.5 51.5 70.6 68.3 75.0
------- ------- ------- -------- --------
Total revenues......... 100.0 100.0 100.0 100.0 100.0
Cost of revenues:
Implementation........... 41.2 30.6 19.8 19.6 17.6
Service.................. 16.7 25.5 43.9 41.8 45.8
------- ------- ------- -------- --------
Total cost of
revenues.............. 57.9 56.1 63.7 61.4 63.5
------- ------- ------- -------- --------
Gross profit......... 42.1 43.9 36.3 38.6 36.5
Operating expenses:
Sales, general and
administrative.......... 51.8 63.3 50.8 50.8 55.1
Research and
development............. 36.2 40.6 31.0 32.4 25.9
Amortization of stock-
based compensation...... -- 3.8 10.3 7.0 7.6
------- ------- ------- -------- --------
Total operating
expenses.............. 88.0 107.7 92.1 92.2 88.6
------- ------- ------- -------- --------
Loss from operations....... (45.9) (63.8) (55.9) (51.6) (52.1)
Interest income............ -- 2.2 3.2 3.4 1.5
Other income (expense),
net....................... .3 (.1) (.2) (.3) (.6)
------- ------- ------- -------- --------
Net loss................... (45.6)% (61.7)% (52.9)% (48.5)% (51.2)%
======= ======= ======= ======== ========
</TABLE>

Comparison of Nine Months Ended September 30, 1998 and September 30, 1999

Revenues. Digital Insight's revenues consist primarily of recurring monthly
service fees and, to a lesser extent, one-time implementation fees. Its
recurring revenues consist of service fees paid to Digital Insight by its
financial institution customers based on the number of end users or end user
transactions, and fees for hosting and maintaining their web sites and other
monthly services. Revenues increased from $5.7 million for the nine months
ended September 30, 1998 to $11.8 million for the nine months ended September
30, 1999. This increase was primarily due to the growth in service fees from
$3.9 to $8.8 million. The number of active home banking end users increased
over the same period from 210,000 to approximately 537,000 and implementation
fees increased from $1.8 million to $3.0 million.

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Gross Profit. Cost of revenues consists of implementation and service
costs. Implementation costs are comprised primarily of salaries for
implementation personnel and fees paid to third parties, including bill
payment and data processing vendors. Service costs consist primarily of
salaries and related personnel expenses, network costs, expenses related to
the operation of Digital Insight's data center and fees paid to third parties,
including bill payment vendors, data processing vendors and communication
services providers. Gross profit increased from $2.2 million for the nine
months ended September 30, 1998 to $4.3 million for the nine months ended
September 30, 1999. Gross margin declined from 39% to 37% primarily due to the
costs associated with commencing installation of a redundant data center, and
to a lesser extent due to increased service and customer support levels,
consulting expenses and investment in networking services infrastructure.
Implementation gross margin declined from 38% to 30% and service gross margin
remained flat at 39%. Implementation gross margin may vary from period to
period based upon fluctuations in Digital Insight's implementation revenues
and increases in its implementation infrastructure. However, such fluctuations
should not have a significant impact on overall gross margin.

Sales, General and Administrative. Sales, general and administrative
expenses consist primarily of salaries and related expenses for executive,
sales, marketing, finance, human resources and administrative personnel and
other general corporate expenses. In addition, these expenses include
marketing expenses such as trade shows and promotional costs. Sales, general
and administrative expenses increased from $2.9 million for the nine months
ended September 30, 1998 to $6.5 million for the nine months ended September
30, 1999. This increase was primarily due to an increase in sales commissions
associated with higher revenues and higher personnel expenses for sales and
marketing staff, and to a lesser extent due to trade show and other
promotional expenses, and expenses for additional marketing support programs.
This increase was also due to increased staffing for finance and accounting,
new senior management positions and growth in recruiting and human resources
expenses. Sales, general and administrative expenses as a percentage of
revenues increased from 51% to 55% for each of the nine months ended September
30, 1998 and 1999.

Research and Development. Research and development expenses consist
primarily of salaries, related personnel expenses and consultant fees related
to the design, development, testing and enhancement of both Digital Insight's
products and its data processing vendor interface software. Digital Insight
expenses all research and development costs as incurred. Research and
development expenses increased from $1.8 million for the nine months ended
September 30, 1998 to $3.1 million for the nine months ended September 30,
1999. This increase was primarily due to higher personnel expenses related to
more full-time software engineering staff required for the functional
enhancement of existing products and to a lesser extent due to the development
of new products. Research and development expenses as a percentage of revenues
decreased from 32% for the nine months ended September 30, 1998 to 26% for the
nine months ended September 30, 1999, primarily as a result of an increase in
revenues.

Interest Income. Interest income decreased from $195,000 for the nine
months ended September 30, 1998 to $183,000 for the nine months ended
September 30, 1999. This decrease was primarily due to higher average cash
balances in the nine months ended September 30, 1998 as a result of Digital
Insight's Series B preferred stock financing.

Amortization of Stock-based Compensation. Amortization of stock-based
compensation increased from $395,000 for the nine months ended September 30,
1998 to $892,000 for the nine months ended September 30, 1999. This increase
was primarily due to the hiring of new employees and related stock option
grants, as well as an increase in the difference between the grant price and
the deemed fair value of Digital Insight's common stock.

Comparisons of Years Ended December 31, 1996, 1997 and 1998

Revenues. Revenues increased from $1.6 million in 1996 to $4.0 million in
1997, and to $8.2 million in 1998. These increases were driven primarily by
growth in service fees, which increased from $508,000 in 1996 to $2.0 million
in 1997 and to $5.8 million in 1998. To a lesser extent, the increase in
revenues during these periods was the result of growth in implementation fees
related to new contracts. The total number of active

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home banking end users rose from 16,000 at December 31, 1996, to 83,000 at
December 31, 1997, and to 273,000 at December 31, 1998.

Gross Profit. Gross profit increased from $657,000 in 1996 to $1.7 million
in 1997, and to $3.0 million in 1998. These increases were primarily the
result of the increases in revenues, particularly from service fees. Gross
margin remained relatively stable at 42.1% in 1996 and 43.9% in 1997, and
declined to 36.0% in 1998. This decline was primarily due to increased
investments in Digital Insight's data center and network operations in order
to improve system reliability and significantly enhance customer support,
quality assurance and security.

Sales, General and Administrative. Sales, general and administrative
expenses increased from $809,000 in 1996 to $2.5 million in 1997, and to $4.0
million in 1998. These increases were primarily the result of increases in
personnel and personnel-related costs to support Digital Insight's expanded
operations.

Research and Development. Research and development expenses increased from
$565,000 in 1996 to $1.6 million in 1997, and to $2.7 million in 1998. These
increases were primarily due to increases in personnel and personnel-related
costs, product testing and enhancement, new interface development expenses and
expenses related to the completion and commercial release of new products.

Interest Income. Interest income increased from $0 in 1996 to $89,000 in
1997, and to $262,000 in 1998. This increase was primarily due to higher
average cash balances in 1997 as a result of its Series A preferred stock
financing, which concluded in March 1997, and higher average cash balances in
1998 as a result of Digital Insight's Series B preferred stock financing.

Amortization of Stock-based Compensation. Amortization of stock-based
compensation increased from $0 in 1996 to $151,000 in 1997, and to $844,000 in
1998. This increase was primarily due to the hiring of new employees and
related stock option grants, as well as an increase in the difference between
the grant price and the deemed fair value of Digital Insight's common stock.

Provision for Income Taxes

Digital Insight incurred operating losses from inception through September
30, 1999, and therefore has not recorded any significant provision for income
taxes. Digital Insight has recorded a valuation allowance for the full amount
of its net operating loss carry-forwards, as the future realization of the tax
benefit is not currently likely.

Liquidity and Capital Resources

Since inception, Digital Insight has financed its operations primarily
through the private placement of equity securities, raising approximately
$20.8 million, including $8.4 million raised in May 1999. On October 6, 1999
Digital Insight completed its initial public offering by issuing 4,025,000
shares of common stock (including the exercise of the underwriter's over-
allotment option) and realized proceeds, net of underwriter's discounts,
commissions and issuance costs, of $54.7 million. In conjunction with the
initial public offering, Digital Insight's mandatorily redeemable convertible
preferred stock converted to common stock and all warrants to purchase
preferred stock became warrants to purchase common stock.

At September 30, 1999, Digital Insight had cash and cash equivalents of
$6.2 million. Digital Insight has a $2.0 million equipment leasing line of
credit with a bank, under which $.7 million was outstanding at September 30,
1999. At September 30, 1999, Digital Insight also had an additional $.1
million in equipment financing outstanding with an equipment leasing company.

Cash used in operating activities was $468,000 for the year ended December
31, 1996, $1.5 million for the year ended December 31, 1997, $2.1 million for
the year ended December 31, 1998 and $4.0 million for the nine months ended
September 30, 1999. Cash used in operating activities increased from $1.6
million for the nine months ended September 30, 1998 to $4.0 million for the
nine months ended September 30, 1999. The increases in cash used in operating
activities were primarily due to increases in net loss.

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Cash used in investing activities was $254,000 for the year ended December
31, 1996, $768,000 for the year ended December 31, 1997, $1.7 million for the
year ended December 31, 1998 and $2.9 million for the nine months ended
September 30, 1999. Cash used in investing activities increased from $1.7
million for the nine months ended September 30, 1998 to $2.9 million for the
nine months ended September 30, 1999. The increases in cash used in investing
activities were primarily due to infrastructure expansion to meet end user
growth and expenditures for computers and other equipment for Digital
Insight's second data center.

Digital Insight has no material commitments other than obligations under
its credit facilities and operating and capital leases, including a sublease
it entered into in August 1999 to occupy additional space in its principal
facility in Calabasas, California beginning on December 1, 1999. Commitments
under its new facility sublease are $528,000 for the next three years. Future
capital requirements will depend upon many factors, including the timing of
research and product development efforts and the expansion of its marketing
efforts. Digital Insight expects to continue to expend significant amounts on
expansion of facility infrastructure, ongoing research and development,
computer and related data center equipment, and personnel.

Digital Insight believes that its cash and cash equivalents balances and
funds available under its existing lines of credit, together with the proceeds
of the initial public offering, will be sufficient to satisfy its cash
requirements for at least the next 18 months. Digital Insight intends to
invest its cash in excess of current operating requirements in short-term,
interest-bearing, investment grade securities.

Impact of Year 2000

General Readiness Assessment. The Year 2000 problem affects the computers,
software, other equipment that Digital Insight uses, operates or maintains for
its operations, and services provided by third-party vendors. As a result,
Digital Insight formalized its Year 2000 compliance plan, which is being
implemented by a team of employees led by its internal information technology
staff. This staff is responsible for monitoring the assessment, including
potential effects and costs, of Digital Insight's Year 2000 projects and
remediation of any Year 2000 problems. To date, Digital Insight has obtained
Year 2000 readiness verification from the majority of third-party service and
product providers associated with its critical development and operations
processes.

Assessment of Digital Insight's Software and Products. Beginning in 1998,
Digital Insight began assessing the ability of its software and products to
operate properly as a result of the Year 2000 problem. Digital Insight
believes that its current products are Year 2000 compliant. Additionally, as
Digital Insight designs and develops new products, Digital Insight subjects
them to testing for Year 2000 compliance and the ability to distinguish
between various date formats. Digital Insight will continue to test its
software and products for stand-alone Year 2000 compliance as well as
compliance when used with other standard operating systems or computer
platforms. At present, Digital Insight has conducted Year 2000 interface
testing with its data processing vendor partners.

Assessment of Internal Infrastructure. Digital Insight has identified the
majority of information technology systems, software and other equipment that
are necessary to its internal operations. Other equipment includes office and
facilities equipment, such as fax machines, telephone switches, security
systems and other common devices which may be affected by the Year 2000
problem. Digital Insight has evaluated this equipment to determine which items
must be modified, upgraded, or replaced to minimize the possibility of
material disruption to its business. All the remaining remediation and
deployment activities were completed by September 30, 1999.

Costs of Remedy Necessary. To date, Digital Insight's costs to address Year
2000 compliance have been approximately $95,000 and are included in operating
expenses. Digital Insight anticipates the additional costs to

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address Year 2000 compliance will be approximately $145,000 most of which it
expects to have incurred in 1999. Significant uncertainty exists concerning
the potential costs and effects associated with Year 2000 compliance. The
actual remediation costs may be substantially higher than current estimates.

Based on the activities described above, Digital Insight does not believe
that the Year 2000 problem will have a material adverse effect on its business
or operating results. In addition, Digital Insight has not deferred any
material information technology projects or equipment purchases as a result of
its Year 2000 problem activities.

Suppliers. As part of its Year 2000 compliance plan, Digital Insight has
contacted its third-party vendors of products and services integrated into its
products to identify and, to the extent possible, resolve issues relating to
the Year 2000 problem. However, Digital Insight has limited or no control over
the actions of these third-party vendors. Thus, while Digital Insight expects
that it will be able to resolve any significant Year 2000 problems with these
third parties, there can be no assurance that these vendors will resolve any
or all Year 2000 problems before the occurrence of a material disruption to
the operation of its business. Any failure of these third parties to timely
resolve Year 2000 problems with their systems could have a material adverse
effect on Digital Insight's business, financial condition and results of
operations.

Most Likely Consequences of Year 2000 Problems. Digital Insight expects to
identify and resolve all Year 2000 issues that could materially adversely
affect its business operations. However, Digital Insight believes that it is
not possible to determine with complete certainty that all Year 2000 problems
affecting Digital Insight have been identified or corrected. The number of
devices and systems that could be affected and the interactions among these
devices and systems are too numerous to address. In addition, no one can
accurately predict which Year 2000-related failures will occur or the
severity, timing, duration, or financial consequences of these potential
failures. As a result, Digital Insight believes that the following
consequences are possible:

. operational inconveniences and inefficiencies for Digital Insight and its
customers that will divert management's time and attention and financial
and human resources from ordinary business activities; and

. business disputes alleging that Digital Insight failed to comply with the
terms of contracts or industry standards of performance, some of which
could result in litigation or contract termination.

Contingency Plans. Digital Insight has developed a contingency plan to be
implemented if its efforts to identify and correct Year 2000 problems
affecting its internal systems are not effective. The plan identifies a
hierarchy of critical functions, recovery strategies to return functions to
operational status and defines the core team for managing this recovery
process. Specific action items include:

. accelerated replacement of affected equipment or software;

. short to medium-term use of backup equipment and software or other
redundant systems;

. increased work hours for its personnel or the hiring of additional
information technology staff; and

. the use of contract personnel to correct, on an accelerated basis, any
Year 2000 problems that arise or to provide interim alternate solutions
for information system deficiencies.

Digital Insight plans to continue to modify its plan to address new systems
and new products as they are introduced to, or implemented by, the Company.

Digital Insight's failure to implement any of these action items could have
a material adverse effect on its business, financial condition and results of
operations. Moreover, although Digital Insight has a contingency plan to
address Year 2000 problems affecting its internal systems, Digital Insight is
unable to make any contingency plans if a significant number of the computers
constituting the Internet fail to process dates properly for the year 2000 and
there is a system-wide slowdown or breakdown. Digital Insight's business is
dependent on the continued successful operation of the Internet. Any
interruption or significant degradation of Internet operations due to
Year 2000 problems could harm Digital Insight's business.

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Worst Case Scenario. The worst case scenario for Year 2000 problems for
Digital Insight would be to cease normal operations while it attempted to
respond to Year 2000 problems in its internal systems. Although it does not
believe that its business would come to a standstill in the worst case
scenario, Digital Insight could experience severe operational disruptions and
inefficiencies resulting in delays in delivering its products and services and
a corresponding decrease in revenues.

Disclaimer. The discussion of Digital Insight's efforts and expectations
relating to Year 2000 compliance are forward-looking statements. Digital
Insight's ability to achieve Year 2000 compliance, and the level of
incremental costs associated therewith, could be adversely affected by, among
other things, the availability and cost of contract personnel and external
resources, third-party suppliers' ability to modify proprietary software, and
unanticipated problems not identified in the ongoing compliance review.

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DIGITAL INSIGHT MANAGEMENT

Executive Officers and Directors

The following table sets forth information regarding current executive
officers and directors of Digital Insight who will serve as executive officers
and directors of Digital Insight after the nFront merger:

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
John Dorman.......... 49 Chairman of the Board, Chief Executive Officer and
President

Paul Fiore........... 34 Executive Vice President, Co-Founder and Director

Mehariar Hasan....... 40 Vice President, Product Management

Daniel Jacoby........ 34 Vice President, Chief Technology Officer and Co-
Founder

Kevin McDonnell...... 38 Vice President, Finance, Chief Financial Officer
and Secretary

Steven Reich......... 40 Vice President, Sales and Marketing

Stephen Zarate....... 53 Vice President and Chief Information Officer

John Jarve(2)........ 43 Director

James McGuire(1)(2).. 56 Director

Robert North(1)(2)... 64 Director
</TABLE>
- --------
(1) Member of the audit committee.
(2) Member of the compensation committee.

John Dorman. Mr. Dorman has been Digital Insight's President and Chief
Executive Officer and a director since October 1998. Mr. Dorman was appointed
Chairman of the Board in June 1999. Prior to his appointment as Digital
Insight's President and Chief Executive Officer, Mr. Dorman was Senior Vice
President for Oracle Worldwide Financial Services from August 1997 to October
1998. Prior to joining Oracle, Mr. Dorman was founder, President, and Chief
Executive Officer of Treasury Services Corporation, known as TSC, a provider
of management information solutions to the financial services industry, from
1983 to 1997. TSC was sold to Oracle in 1997. Prior to serving at TSC, Mr.
Dorman spent 11 years in the banking industry as a senior financial executive
for Union Bank of California. Mr. Dorman holds a BA degree in business
administration and philosophy from Occidental College and an MBA in finance
from the University of Southern California.

Paul Fiore. Mr. Fiore is a co-founder of Digital Insight and has served as
its Executive Vice President since October 1998 and as a director since March
1997. From March 1997 to October 1998, Mr. Fiore was President of Digital
Insight and from July 1995 to March 1997, Mr. Fiore served as President of
Digital Insight LLC, the predecessor of Digital Insight. Prior to co-founding
Digital Insight LLC in July 1995, Mr. Fiore was Vice President, Strategy &
Plans for XP Systems, a provider of turn-key data processing solutions for
credit unions, from March 1994 to July 1995. Before joining XP Systems, Mr.
Fiore was Vice President and Chief Financial Officer for AT&T Employees
Federal Credit Union from October 1989 to March 1994. Prior to joining AT&T,
Mr. Fiore was a financial analyst for Lehman Brothers. Mr. Fiore graduated
from New York University with a BS degree in management and finance.

Mehariar Hasan. Mr. Hasan joined Digital Insight as Vice President, Product
Management in July 1999. Prior to joining Digital Insight, Mr. Hasan was
Senior Vice President, Strategic Marketing for Transamerica Corporation from
June 1996 to July 1999. Prior to joining Transamerica, Mr. Hasan served as
Director of Consulting for TSC, a provider of management information solutions
to the financial services industry, from November 1994 to June 1996. Prior to
joining TSC, Mr. Hasan served in a variety of management roles for American
Savings Bank from November 1986 to November 1994. Mr. Hasan holds a BA in
Economics and an MS in Finance from the University of Arizona.

107
<PAGE>

Daniel Jacoby. Mr. Jacoby is a co-founder of Digital Insight and has served
as Vice President and Chief Technology Officer since March 1997. From July
1995 to March 1997, Mr. Jacoby served as Chief Technology Officer of Digital
Insight LLC. Prior to co-founding Digital Insight in 1995, Mr. Jacoby served
in various technical and managerial positions for XP Systems from February
1989 to June 1995. Mr. Jacoby holds a BS degree in biomechanical engineering
from the University of California, San Diego.

Kevin McDonnell. Mr. McDonnell joined Digital Insight as Vice President,
Chief Financial Officer and Secretary in March of 1999. Prior to joining
Digital Insight, Mr. McDonnell was Executive Vice President and Chief
Financial Officer for Rockford Industries, a specialty finance company, from
July 1997 to February 1999. From October 1995 to July 1997, Mr. McDonnell
served as Vice President and Chief Financial Officer for Printrak
International, a provider of automated fingerprint identification systems.
From October 1992 to October 1995, Mr. McDonnell served as Vice President and
Chief Financial Officer of Mobile Technology, Inc., a medical services
company. Mr. McDonnell has a BA degree in business administration from Loyola
Marymount University and a JD degree from Loyola Law School.

Steven Reich. Mr. Reich joined Digital Insight as Vice President of Sales
and Marketing in May 1998. Prior to joining Digital Insight, Mr. Reich served
as a management consultant and spent ten years from 1987 to 1997 with TSC, a
provider of management information solutions to the financial services
industry, in a variety of management roles, most recently as Vice President of
Sales and Marketing. Before joining TSC, Mr. Reich worked at the consulting
firm of Kaplan Smith and Associates as a Senior Consulting Associate. He holds
a BS degree in business administration from Arizona State University and an
MBA from Claremont Graduate School.

Stephen Zarate. Mr. Zarate has served as Vice President and Chief
Information Officer since March 1999. Prior to joining Digital Insight, Mr.
Zarate was Chief Information Officer for PeopleSoft from June 1993 to March
1999, where he was responsible for the company's worldwide internal
applications, communications, infrastructure and technology. Prior to joining
PeopleSoft, Mr. Zarate was the Managing Director of Golden Gate Bank from
October 1988 to April 1993. Mr. Zarate has a BA degree in political science
and history from San Francisco State University.

John Jarve. Mr. Jarve has been a director of Digital Insight since March
1997. He is a general partner and managing director of Menlo Ventures, a
venture capital firm, where he has been employed since 1985. Mr. Jarve
currently serves as a director of iBasis, Inc. and several privately held
companies, and also as a trustee of the Massachusetts Institute of Technology.
Mr. Jarve holds BS and MS degrees in electrical engineering from the
Massachusetts Institute of Technology and an MBA from the Graduate School of
Business at Stanford University.

James McGuire. Mr. McGuire has been a director of Digital Insight since
March 1997 and served as Chairman of the Board from its inception until June
1999. Mr. McGuire has served as President of NJK Holding Corporation since
1992. Mr. McGuire currently serves as a director for Sylvan Learning Systems,
a provider of educational services. Mr. McGuire holds a BBA in finance from
the University of Notre Dame.

Robert North. Mr. North has been a director of Digital Insight since June
1997. Mr. North has served as Chief Executive Officer of HNC Software, a
provider of predictive software solutions, since 1987. Mr. North is also a
director of HNC Software, Peerless Systems, a provider of software-based
embedded imaging systems, and Abacus Direct, a provider of information
products and marketing research services. Mr. North holds BS and MS degrees in
electrical engineering from Stanford University.

Board Composition

Digital Insight currently has seven directors. In accordance with the terms
of Digital Insight's certificate of incorporation, the terms of office of its
board of directors is divided into three classes: Class I, whose term will
expire at the annual meeting of stockholders to be held in 2000, Class II,
whose term will expire at the annual meeting of stockholders to be held in
2001 and Class III, whose term will expire at the annual meeting of
stockholders to be held in 2002. The Class I directors after completion of the
merger will be Mr. Rackley III and

108
<PAGE>

a vacancy to be filled by a person designated by Mr. Rackley (or if prior to
the merger, nFront's Board) if such designation is made prior to 45 days
before the date of Digital Insight's first stockholder meeting following
completion of the merger and such designee is reasonably acceptable to Digital
Insight, the Class II directors will be Messrs. Fiore and Jarve and the Class
III directors will be Messrs. Dorman, McGuire and North. At each annual
meeting of stockholders after the initial classification, the successors to
directors whose terms will then expire will be elected to serve from the time
of election and qualification until the third annual meeting following
election. Any additional directorships will be distributed among the three
classes so that, as nearly as possible, each class will consist of one-third
of its directors. This classification of the board of directors may have the
effect of delaying or preventing changes in control of Digital Insight.
Digital Insight's directors may be removed for cause by the affirmative vote
of the holders of a majority of its common stock.

Board Committees

Digital Insight's board of directors has a compensation committee and an
audit committee. The compensation committee consists of Messrs. Jarve, McGuire
and North. The compensation committee makes recommendations regarding Digital
Insight's stock option plans and all matters concerning executive
compensation. The audit committee consists of Messrs. McGuire and North. The
audit committee approves Digital Insight's independent auditors, reviews the
results and scope of annual audits and other accounting related services, and
evaluates Digital Insight's internal controls. Each of these committees was
established in June 1999.

Director Compensation

Digital Insight does not pay any compensation to directors for serving in
that capacity. Directors are reimbursed for all reasonable expenses incurred
by them in attending board and committee meetings. The board of directors has
the discretion to grant options and rights to directors under its 1997 and
1999 stock plans. Employee directors are also eligible to participate in its
employee stock purchase plan.

Compensation Committee Interlocks and Insider Participation

The compensation committee consists of Messrs. Jarve, McGuire and North,
none of whom is an employee of Digital Insight. None of Digital Insight's
executive officers serves as a director or member of the compensation
committee or other board committee performing equivalent functions of another
entity that has one or more executive officers serving on the board of
directors or compensation committee of Digital Insight.

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<PAGE>

Executive Compensation

The following table sets forth information concerning the compensation
earned during the fiscal year ended December 31, 1998 by Digital Insight's
Chief Executive Officer and each of its other four most highly compensated
executive officers who earned more than $100,000 during the fiscal year ended
December 31, 1998.

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
Annual ------------
Compensation Securities
--------------- Underlying All Other
Salary Bonus Options Compensation(2)
------- ------- ------------ ---------------
<S> <C> <C> <C> <C>
John Dorman(3).................... $56,250 $28,125 690,000 $157
Chairman, Chief Executive Officer
and President

Paul Fiore(4)..................... 140,000 20,000 -- 616
Executive Vice President and Co-
Founder

Ole Eichhorn(5) .................. 160,000 50,000 -- 631
Former Vice President, Research &
Development

Daniel Jacoby..................... 100,000 12,500 -- 616
Vice President, Chief Technology
Officer and
Co-Founder

Ken Mattice(6).................... 115,000 26,667 -- 624
Controller
</TABLE>
- --------
(1) This table excludes information for Steven Reich, Vice President, Sales
and Marketing who joined Digital Insight in May 1998. Mr. Reich's combined
salary and bonus during 1998 was $96,634 and his annualized salary for
1998 was $150,000. Mr. Reich was also granted an option for 115,000 shares
during 1998. This table also excludes information for Kevin McDonnell,
Vice President, Finance, Chief Financial Officer and Secretary, and
Stephen Zarate, Vice President and Chief Information Officer, each of whom
joined Digital Insight in March 1999. Mr. McDonnell's annualized salary
for 1999 is $165,000 and he has been granted an option to purchase 115,000
shares. Mr. Zarate's annualized salary for 1999 is $175,000 and he has
been granted an option to purchase 286,285 shares. This table also
excludes information for Mehariar Hasan, Vice President, Product
Management, who joined Digital Insight in July 1999. Mr. Hasan's
annualized salary for 1999 is $180,000 and he has been granted an option
to purchase 90,000 shares.

(2) Consists of premiums paid by Digital Insight for term life insurance.

(3) Mr. Dorman joined Digital Insight in October 1998. His annualized salary
for 1998 was $225,000.

(4) Mr. Fiore served as Digital Insight's President from inception until
October 1998.

(5) Mr. Eichhorn resigned as an officer effective June 1999. Bonus includes
$20,000 earned in 1997 but paid in 1998.

(6) Mr. Mattice was an executive officer during 1998 when he served as Digital
Insight's Chief Financial Officer. Bonus includes $6,667 earned in 1997
but paid in 1998.

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<PAGE>

Option Grants in Last Fiscal Year

The following table sets forth stock options and stock purchase rights
granted to each of the named executive officers during the fiscal year ended
December 31, 1998. A total of 996,000 options and stock purchase rights were
granted in fiscal 1998, all under its 1997 Stock Plan. No stock appreciation
rights were granted during fiscal 1998.

Options and stock purchase rights were granted at an exercise price equal
to the fair market value of Digital Insight's common stock, as determined by
the board of directors, on the date of grant. In making this determination,
the board considered a number of factors, including:

. Digital Insight's historical and prospective future revenue and
profitability;

. Digital Insight's cash balance and rate of cash consumption;

. the development and size of the market for Digital Insight's products;

. the status of Digital Insight's financing activities;

. the stability and tenure of Digital Insight's management team; and

. the breadth of Digital Insight's product offerings.

The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by rules of the Securities and Exchange Commission and do not
reflect Digital Insight's projections or estimates of future stock price
growth.

Potential
Realizable Value
Individual Grants at Assumed
------------------------------------------------- Annual Rates of
Number of % of Total Stock Price
Securities Options/Rights Exercise Appreciation for
Underlying Granted to Price Option Term
Options/Rights Employees in Per Expiration ----------------
Granted Fiscal Year Share Date 5% 10%
-------------- -------------- -------- ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
John Dorman............. 115,000 11.5% $1.00 10/13/2008 $72,323 $183,280
575,000 57.7 1.00 10/13/2008 361,614 916,402
Paul Fiore.............. -- -- -- -- -- --
Ole Eichhorn............ -- -- -- -- -- --
Daniel Jacoby........... -- -- -- -- -- --
Ken Mattice............. -- -- -- -- -- --
</TABLE>

The 115,000 shares granted to Mr. Dorman were in the form of a stock
purchase right which was fully vested at the time of grant and has
subsequently been exercised. The 575,000 shares granted to Mr. Dorman were in
the form of a stock option which vests as to 25% percent of the shares on
October 13, 1999 and as to 1/48 of the shares each month thereafter.

111
<PAGE>

Option Exercises and Holdings

The following table sets forth for each of the named executive officers of
Digital Insight certain information concerning the number of shares subject to
both exercisable and unexercisable stock options at December 31, 1998. Also
reported are values for "in-the-money" options that represent the positive
spread between the respective exercise prices of outstanding stock options and
$1.00, or the fair market value of the common stock as of December 31, 1998,
as determined in good faith by the board of directors. No shares were acquired
by the named executive officers upon exercise of stock options or stock
purchase rights in the fiscal year ended December 31, 1998.

Aggregated Fiscal Year End Option/SPR Values

<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-
Options at Fiscal Year the-Money Options at
End Fiscal Year End
------------------------- -------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
John Dorman................. 115,000 575,000 $ -- $ --
Paul Fiore.................. -- -- -- --
Ole Eichhorn................ 27,167 54,333 19,016 38,033
Daniel Jacoby............... -- -- -- --
Ken Mattice................. 12,656 27,844 8,859 19,490
</TABLE>

Employment and Change of Control Agreements

As of December 31, 1998, John Dorman, Digital Insight's Chairman, Chief
Executive Officer and President of Digital Insight, had an outstanding option
to purchase 575,000 shares of common stock. Under the terms of Mr. Dorman's
option agreement with Digital Insight, 25% of the shares subject to the option
vest on October 13, 1999 and 1/48 of the shares vest at the end of each
calendar month thereafter, provided that 50% of the then unvested portion of
the option shall accelerate and immediately vest if a change in control of
Digital Insight occurs. As of December 31, 1998, no shares were vested under
this option.

As of December 31, 1998, Ken Mattice, Digital Insight's Controller, had an
outstanding option to purchase 40,500 shares of common stock. Under the terms
of Mr. Mattice's option agreement with Digital Insight, all shares subject to
the option shall accelerate and vest in full if Mr. Mattice is involuntarily
terminated, with or without cause. As of December 31, 1998, 27,844 shares were
unvested under this option.

Three of Digital Insight's current officers, Kevin McDonnell, its Vice
President, Finance, Chief Financial Officer and Secretary, Mehariar Hasan, its
Vice President, Product Management, and Stephen Zarate, its Vice President and
Chief Information Officer, were hired in 1999 and have been granted options to
purchase shares of its common stock. Under the terms of each of their option
agreements with Digital Insight, 50% of the then unvested portion of the
options will accelerate and immediately vest if a change in control of Digital
Insight occurs. None of the shares subject to these options are currently
vested.

Limitation of Liability and Indemnification Matters

Digital Insight's certificate of incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law
provides that directors of a corporation will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except
liability for:

. breach of their duty of loyalty to the corporation or its stockholders;

. acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;

. unlawful payments of dividends or unlawful stock repurchases or
redemptions; or

. any transaction from which the director derived an improper personal
benefit.

112
<PAGE>

This limitation of liability does not apply to liabilities arising under
the federal or state securities laws and does not affect the availability of
equitable remedies such as injunctive relief or rescission.

Digital Insight's bylaws provide that it shall indemnify its directors and
officers, to the maximum extent permitted by Delaware law. Digital Insight
believes that indemnification under its bylaws covers at least negligence and
gross negligence on the part of indemnified parties. Its bylaws also permit
Digital Insight to secure insurance on behalf of any current or former
officer, director, employee or other agent of Digital Insight, or of another
enterprise if serving at its request, for any liability arising out of his or
her actions in that capacity, regardless of whether Digital Insight would have
the power to indemnify him or her against liability under the provisions of
Delaware law.

Digital Insight has entered into agreements to indemnify its directors and
executive officers, in addition to the indemnification provided for in its
bylaws. These agreements, among other things, indemnify its directors and
executive officers for any and all expenses such as federal, state, local or
foreign taxes imposed on them as a result of the actual or deemed receipt of
any payments under the indemnification agreement, judgments, fines, penalties
and amounts paid in settlement, as long as the settlement is approved in
advance by Digital Insight, which approval shall not be unreasonably withheld,
actually and reasonably incurred by the officer or director in any action or
proceeding, including any action by or in the right of Digital Insight arising
out of a person's services as a director, officer, employee, agent or
fiduciary of Digital Insight, any subsidiary of Digital Insight or any other
company or enterprise to which the person provides services at its request.
Digital Insight believes that these provisions and agreements are necessary to
attract and retain qualified persons as directors and executive officers.

At present, there is no pending litigation or proceeding involving a
director or officer in which indemnification is required or permitted, and
Digital Insight is not aware of any threatened litigation or proceeding that
may result in a claim for indemnification.

113
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT OF DIGITAL INSIGHT

The following table sets forth as of December 31, 1999, and as adjusted to
reflect the issuance of the shares of Digital Insight common stock in
connection with the merger, certain information with respect to the beneficial
ownership of the common stock as to:

. each person known by Digital Insight to own beneficially more than 5% of
the outstanding shares of its common stock,

. Digital Insight's Chief Executive Officer and each of Digital Insight's
five other most highly compensated executive officers during 1999

. each of its directors, and

. all of its directors and executive officers as a group.

Unless otherwise indicated below, each person or entity named below has an
address in care of Digital Insight's principal executive offices. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission. Shares of common stock subject to options that are
presently exercisable or exercisable within 60 days of December 31, 1999 are
deemed outstanding for the purpose of computing the percentage ownership of
the person or entity holding the options, but are not treated as outstanding
for the purpose of computing the percentage ownership of any other person or
entity. The pre-merger percentage ownership is based on 14,766,184 shares of
Digital Insight common stock outstanding as of December 31, 1999. The post-
merger percentage ownership gives effect to the approximately 8,252,156 shares
of Digital Insight common stock that would be issued to nFront shareholders
based on shares of nFront common stock outstanding as of December 31, 1999.
Unless otherwise indicated below, the persons and entities named in the table
have sole voting and sole investment power with respect to all shares
beneficially owned, subject to community property laws where applicable. This
table includes percentage ownership data reflecting ownership both before and
after consummation of the Merger based on shares of nFront common stock
outstanding as of December 31, 1999.

<TABLE>
<CAPTION>
Percentage of Shares
Beneficially Owned
-----------------------
Number of Shares Before After
Name of Beneficial Owner Beneficially Owned Merger Merger
------------------------ ------------------ ---------- ----------
<S> <C> <C> <C>
5% Stockholders:
Nasser J. Kazeminy and
affiliated entities(1)........ 3,046,105 20.6% 13.2%
Entities affiliated with Menlo
Ventures(2)................... 2,375,653 16.1 10.3
HarbourVest Partners V-Direct
Fund, L.P.(3)................. 1,542,250 10.4 6.7
Edward Harris(4)............... 929,034 6.3 4.0
Paul Fiore(5).................. 759,217 5.1 3.3
Daniel Jacoby(6)............... 759,217 5.1 3.3

Directors and Named Executive
Officers:
John Dorman(7)................. 346,666 2.3 1.5
Ole Eichhorn(8)................ 72,402 * *
Ken Mattice(9)................. 26,968 * *
John Jarve(2).................. 2,375,653 16.1 10.3
James McGuire.................. 89,649 * *
Ofer Nemirovsky(3)............. 1,542,250 10.4 6.7
Nader Kazeminy(10)............. -- -- --
Robert North(11)............... 32,000 * *

All directors and officers as a
group (14 persons)(12).......... 6,104,334 40.7% 26.2%
</TABLE>
- --------
* Less than 1%

(1) The address of record for Nasser J. Kazeminy and affiliated entities is
c/o NJK Holdings Corp., 7803 Glenroy Rd., Suite 300, Bloomington, MN
55439. Number of shares includes (i) 1,553,162 shares

114
<PAGE>

held by Nasser J. Kazeminy, (ii) 529,846 shares held by The Nasser J.
Kazeminy Irrevocable Trust and (iii) 529,846 shares held by the Yvonne P.
Kazeminy-Mofrad Irrevocable Trust. Mr. Kazeminy and Kamran Talebi are co-
trustees of the Nasser J. Kazeminy Irrevocable Trust and share voting
authority over these shares. Yvonne P. Kazeminy-Mofrad, the wife of Nasser
Kazeminy, and Kamran Talebi are co-trustees of the Yvonne P. Kazeminy-
Mofrad Irrevocable Trust and share voting authority over these shares.
Kamran Talebi has sole dispositive authority over the shares held by the
trusts. Mr. Kazeminy does not hold authority over the Yvonne P. Kazeminy-
Mofrad Irrevocable Trust. Mr. Kazeminy disclaims beneficial ownership of
the shares held by these trusts.
(2) The address of record for each entity affiliated with Menlo Ventures is
3000 Sand Hill Road, Building 4, Suite 100, Menlo Park, CA 94025. Number
of shares consists of 2,276,836 shares held by Menlo Ventures VII, L.P.,
and 98,817 shares held by Menlo Entrepreneurs Fund VII, L.P. John Jarve,
a director of Digital Insight, is a managing member of MV Management VII,
LLC, the general partner of Menlo Ventures VII, L.P. and Menlo
Entrepreneurs Fund VII, L.P. Along with Thomas Bredt, Sonja Hoel, Douglas
Carlisle, Mark Siegel, Michael Laufer and Dubose Montgomery, the other
six managing members of MV Management VII, LLC, Mr. Jarve has shared
voting and dispositive authority over the shares held by Menlo Ventures
and its affiliates. Mr. Jarve and the other managing members disclaim
beneficial ownership of the shares held by these entities except to the
extent of their proportionate pecuniary interests therein.
(3) The address of record for HarbourVest Partners V-Direct Fund, L.P. is One
Financial Center, 44th Floor, Boston, MA 02111. Ofer Nemirovsky, a
director of Digital Insight, is a member of HVP V-Direct Associates
L.L.C., a general partner of HarbourVest Partners V-Direct Fund L.P. and
a managing director of HarbourVest Partners, L.L.C., the manager of
HarbourVest Partners V-Direct Fund L.P. Mr. Nemirovsky does not hold
voting or dispositive authority over the shares held by HarbourVest and
its affiliates. Voting and dispositive authority is held by an investment
committee consisting of two managing directors of HarbourVest Partners,
L.L.C., Ed Kane and Brooks Zug. Mr. Nemirovsky disclaims beneficial
ownership of these shares except to the extent of his proportionate
pecuniary interest therein.
(4) Number of shares includes 743,000 held by the Ed H. Harris Limited
Partnership and 186,034 Shares held by the Harris Family Living Trust.
(5) Number of shares includes 309,250 shares of common stock issued upon
exercise of a stock purchase right, 115,969 shares of which are subject
to a repurchase option held by Digital Insight as of December 31, 1999.
(6) Number of shares includes 309,250 shares of common stock issued upon
exercise of a stock purchase right, 115,969 shares of which are subject
to a repurchase option held by Digital Insight as of December 31, 1999.
(7) Number of shares includes 191,666 shares of common stock issuable upon
exercise of options exercisable within 60 days of December 31, 1999.
(8) Mr. Eichhorn resigned as an officer effective June 1999.
(9) Number of shares includes 7,365 shares of common stock issuable upon
exercise of options exercisable within 60 days of December 31, 1999.
(10) Excludes 3,046,105 shares held by Nasser J. Kazeminy and affiliated
entities. Nader Kazeminy is the adult son of Nasser Kazeminy. Nader
Kazeminy is the co-beneficiary of The Nasser J. Kazeminy Irrevocable
Trust and the Yvonne P. Kazeminy-Mofrad Irrevocable Trust but does not
have voting or dispositive authority over these trusts. See footnote (1)
above.
(11) Number of shares consists of 27,000 shares of common stock issuable upon
exercise of options exercisable within 60 days of December 31, 1999.
(12) Number of pre-merger shares consists of shares beneficially owned by its
current officers and directors as well as 26,968 shares beneficially
owned by Ken Mattice, its Controller and former Chief Financial Officer;
72,402 shares beneficially owned by Ole Eichhorn, its former Vice
President of Research and Development. In addition, of the 6,104,334 pre-
merger shares listed, 247,593 shares are issuable upon exercise of
options held by its officers and directors exercisable within 60 days of
December 31, 1999, and 2,375,653 shares are held by entities affiliated
with Menlo Ventures (see footnote 2) above and 1,542,250 shares are held
by HarbourVest Partners V-Direct Fund, L.P (see footnote 3 above). The
number of post-merger shares, does not include shares benefically owned
by Brady L. "Tripp" Rackley III (see page 139).

115
<PAGE>

DIGITAL INSIGHT RELATED PARTY TRANSACTIONS

The following is a description of transactions since January 1, 1996 to
which Digital Insight has been a party, in which the amount involved in the
transaction exceeds $60,000 and in which any director, executive officer who
will serve as a director or executive officer after the nFront merger, or
holder of more than 5% of Digital Insight's capital stock had or will have a
direct or indirect material interest other than compensation arrangements
which are otherwise described under "Digital Insight Management."

Reorganization

Digital Insight was incorporated in March 1997 as the successor to Digital
Insight LLC. As part of the reorganization of Digital Insight from a limited
liability company to a corporation, Digital Insight issued an aggregate of
5,000,000 shares of common stock and 481,500 shares of Series A preferred
stock to the former members of Digital Insight LLC in consideration for the
transfer of all of the tangible and intangible assets of Digital Insight LLC.
During the time that they were members of the limited liability company,
certain of its executive officers and directors and certain stockholders who
own beneficially 5% or more of its securities loaned funds to Digital Insight
LLC. A portion of these loans were subsequently contributed to the capital of
Digital Insight LLC in consideration for an increase in the lenders'
respective membership interests in the limited liability company. The
remaining loans were repaid in March 1997. Listed below are those directors,
executive officers and stockholders who beneficially own 5% or more of Digital
Insight's securities who were former members of Digital Insight LLC and who
received shares of its common stock and Series A preferred stock and/or loaned
money to Digital Insight LLC.

<TABLE>
<CAPTION>
Amount
Number of Loaned Amount Amount
Number of Shares of to Contributed Repaid by
Shares of Series A Digital to Capital Digital
Common Preferred Insight of Digital Insight
Stockholder Stock Stock LLC Insight LLC LLC
- ----------- --------- --------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Nasser J. Kazeminy and
affiliated entities(1).... 2,226,750 214,435 $118,221 $118,221 $ --
Paul Fiore................. 456,050 43,917 -- -- --
Edward Harris.............. 791,750 76,245 109,589 67,555 42,034
Daniel Jacoby.............. 456,050 43,917 -- -- --
</TABLE>
- --------
(1) Consists of shares purchased by and loans made by Nasser J. Kazeminy, The
Nasser J. Kazeminy Irrevocable Trust and Yvonne P. Kazeminy-Mofrad
Irrevocable Trust. Mr. Kazeminy is co-trustee of the Nasser J. Kazeminy
Irrevocable Trust and Yvonne P. Kazeminy-Mofrad, the wife of Nasser J.
Kazeminy, is the co-trustee of the Yvonne P. Kazeminy-Mofrad Irrevocable
Trust. Mr. Kazeminy disclaims beneficial ownership of the shares held by
these trusts.

116
<PAGE>

Equity Transactions

In March 1997, Digital Insight sold an aggregate of 1,111,100 shares of its
Series A preferred stock at a price per share of $2.70 and issued warrants to
purchase up to 763,450 shares of Series B preferred stock. These warrants were
exercisable for an exercise price per share of $3.93 and have since expired
unexercised. In February 1998, Digital Insight sold an aggregate of 2,305,475
shares of its Series B preferred stock at a price per share of $3.47. In May
1999, Digital Insight sold an aggregate of 844,036 shares of its Series C
preferred stock at a price per share of $10.00. All shares of these series of
preferred stock were converted into shares of common stock. upon consummation
of Digital Insight s initial public offerings in October, 1999. Listed below
are those directors, executive officers and stockholders who beneficially own
5% or more of Digital Insight's securities who participated in these
financings. Digital Insight believes that the shares issued in these
transactions were sold at the then fair market value and that the terms of
these transactions were no less favorable than it could have obtained from
unaffiliated third parties.

<TABLE>
<CAPTION>
Series A Series C Aggregate
Preferred Series B Preferred Cash
Stockholder Stock Preferred Stock Consideration
- ----------- --------- --------- --------- -------------
<S> <C> <C> <C> <C>
Entities affiliated with Menlo
Ventures(1)...................... 1,111,100 864,553 400,000 $9,999,969
HarbourVest Partners V-Direct
Fund, L.P........................ -- 1,440,922 101,328 6,013,280
Nasser J. Kazeminy and affiliated
entities(2)...................... -- -- 171,669 1,716,690
Edward Harris..................... -- -- 61,039 610,390
John Dorman....................... -- -- 40,000 400,000
Stephen Zarate.................... -- -- 30,000 300,000
Paul Fiore........................ -- -- 10,000 100,000
Daniel Jacoby..................... -- -- 10,000 100,000
Kevin McDonnell................... -- -- 10,000 100,000
Steven Reich...................... -- -- 10,000 100,000
</TABLE>
- --------

(1) Consists of shares purchased by Menlo Ventures VII, L.P. and Menlo
Entrepreneurs Fund VII, L.P. John Jarve, a director of Digital Insight, is
a managing member of MV Management VII, LLC, the general partner of Menlo
Ventures VII, L.P. and Menlo Entrepreneurs Fund VII, L.P. Mr. Jarve
disclaims beneficial ownership of the shares held by these funds, except
to the extent of his proportionate pecuniary interest therein.

(2) Consists of shares purchased by Nasser J. Kazeminy, The Nasser J. Kazeminy
Irrevocable Trust and Yvonne P. Kazeminy-Mofrad Irrevocable Trust. Mr.
Kazeminy is co-trustee of the Nasser J. Kazeminy Irrevocable Trust and
Yvonne P. Kazeminy-Mofrad, the wife of Nasser J. Kazeminy, is the co-
trustee of the Yvonne P. Kazeminy Irrevocable Trust. Mr. Kazeminy has
shared voting authority with a co-trustee for the trust in his name. Mr.
Kazeminy does not hold voting or dispositive authority over the shares
held by the Yvonne P. Kazeminy Irrevocable Trust. Mr. Kazeminy disclaims
beneficial ownership of the shares held by these trusts.

Stock Purchase Rights

In October 1997, Paul Fiore, Executive Vice President, a director and co-
founder of Digital Insight, exercised a stock purchase right to purchase an
aggregate of 309,250 shares of common stock and entered into a restricted
stock purchase agreement with respect to this exercise. Mr. Fiore paid the
$.30 exercise price per share for these shares by delivery of a full-recourse
promissory note bearing interest at the rate of 7.0% per annum. The note is
secured by the shares of common stock purchased by Mr. Fiore. As of September
30, 1999, $103,900 in unpaid principal and interest was outstanding in the
aggregate under the note.

In October 1997, Daniel Jacoby, Vice President, Chief Technology Officer
and a co-founder of Digital Insight, exercised a stock purchase right to
purchase an aggregate of 309,250 shares of common stock and entered into a
restricted stock purchase agreement with respect to this exercise. Mr. Jacoby
paid the $.30 exercise

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price per share for these shares by delivery of a full-recourse promissory
note bearing interest at the rate of 7.0% per annum. The note is secured by
the shares of common stock purchased by Mr. Jacoby. As of September 30, 1999,
$103,900 in unpaid principal and interest was outstanding in the aggregate
under the note.

In February 1999, John Dorman, Digital Insight's Chairman, Chief Executive
Officer and President, exercised a stock purchase right to purchase an
aggregate of 115,000 shares of common stock. These shares are fully vested.
Mr. Dorman paid the $1.00 exercise price per share in cash.

Other Transactions

In September 1999, Digital Insight entered into a software license and
customization agreement with HNC Software Inc. A member of Digital Insight's
board of directors is also the CEO and a director of HNC Software Inc. The
agreement obligates Digital Insight to pay HNC Software Inc. a total of $1.5
million in licensing and software customization fees.

Digital Insight has entered into an indemnification agreement with each of
its executive officers and directors.

Holders of preferred stock are entitled to registration rights with respect
to the Digital Insight common stock issued or issuable upon conversion of
preferred stock.

Digital Insight believes that all related-party transactions described
above were on terms no less favorable than could have been otherwise obtained
from unrelated third parties. All future transactions between Digital Insight
and its principal officers, directors and affiliates will be approved by a
majority of the independent and disinterested members of the board and will be
on terms deemed to be no less favorable than could be obtained from unrelated
third parties.

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CERTAIN INFORMATION REGARDING nFRONT

Forward-Looking Statements

In addition to historical information, this proxy statement/prospectus
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements include, among other things, statements
regarding nFront's anticipated costs and expenses, its capital needs and
financing plans, product and service development, its growth strategies,
market demand for its products and services, relationships with its strategic
marketing alliances, competition, the reliability and security of its data
center and plans for addressing Year 2000 issues. These forward-looking
statements include, among others, those statements including the words
"expects," "anticipates," "intends," "believes" and similar language. nFront's
actual results may differ significantly from those projected in the forward-
looking statements. Factors that might cause or contribute to such differences
include, but are not limited to, those discussed in the sections "Risk
Factors" and "nFront Management's Discussion and Analysis of Financial
Condition and Results of Operations." You should carefully review the risks
described in other documents nFront files from time to time with the
Securities and Exchange Commission, including the Quarterly Reports on Form
10-Q and the Annual Reports on Form 10-K. You are cautioned not to place undue
reliance on the forward-looking statements, which speak only as of the date of
this proxy statement/prospectus. nFront undertakes no obligation to publicly
release any revisions to the forward-looking statements or reflect events or
circumstances after the date of this document.

nFront's Business

nFront provides a comprehensive, outsourced solution that enables small to
mid-sized banks to offer their customers complete branch banking services
through the Internet. nFront's solution consists of Internet banking products,
an Internet banking data center which facilitates the use of these products,
implementation and web site design services and marketing and support
services. nFront's nHome product provides Internet banking services targeted
at meeting the needs of a bank's retail customers. nFront's nBusiness product
provides banking services specifically designed to meet the needs of the
bank's commercial customers. The nFront Internet banking data center provides
the web server computers, communications, data storage, retrieval and
security, as well as support personnel necessary to operate an Internet branch
for each bank, that is integrated with the bank's existing computer systems.
nFront's solution enables banks to utilize the Internet to compete more
effectively in their markets, retain current customers, acquire new customers,
offer additional products and services, decrease costs and increase fee
income.

By creating Internet branches for its client banks, nFront enables banks to
become the destination on the Web for bank customers who are increasingly
using the Web to research, evaluate and, if desired, purchase a broad array of
financial products and services. Because of the integral role of bank accounts
in all types of financial transactions and the importance of expanded access
to the information relating to those accounts, nFront believes that banks are
particularly well suited to provide this financial destination on the Web for
their customers. nFront's products and services enable its client banks'
customers to access their personal account information, perform a variety of
financial transactions and conduct investment research on the banks' web site.
nFront plans to expand its products and services to enable client banks to
offer investment portfolio management, insurance and related sales to
strengthen their position as the financial destination on the Web for their
customers.

The key differentiators of nFront's products and services are:

Outsourced Solution. nFront's outsourced solution has been designed to have
significantly lower up-front costs, lower overhead, shorter lead times on
initial implementation and upgrades and better access to qualified personnel
than the bank would experience on an in-house basis. Finally, by aggregating
the customer bases and assets of its client banks, nFront's outsourced
solution enables it to take advantage of economies of scale and increased
buying power in negotiating agreements with third parties to offer additional
products and services to nFront's client banks' customers, resulting in
improved economic arrangements than would otherwise be the

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case. By outsourcing the system design, implementation, operation and support,
the bank is free to focus on its core competency, serving its banking
customers, rather than managing the growing complexities of Internet
technology.

Fat Server Architecture. nFront's products are based on a system
architecture that is commonly referred to as a "fat server" design. A "server"
is the computer or collection of computers that store information and handle
many of the more complex data processing functions. A "fat server" refers to a
server that has been configured to handle significant volumes of data storage
and retrieval, as well as complex data processing functions. With "fat server"
architecture, the system utilizes a relational database located on the nFront
system server to receive and store customer data from a bank's core computer
system. This data storage architecture allows the nFront system to store and
organize the client bank customer's account data locally, without a
continuous, direct connection between the customer and the bank's core system.
On the other hand, a "thin server" refers to a server which acts more as a
conduit for information which is processed either by other servers or by the
PCs accessing this server. With the "thin server" model, which connects the
customer directly to the bank's core system, the information available to the
customer is limited to data currently accessible on the bank's core system.

Fat server architecture provides the following functional advantages over
thin server architecture:

. Access to historical financial information. Information stored on the fat
server allows a customer to generate consolidated reports on financial
transactions spanning an extended period of time. nFront's fat server
system currently stores up to two years of customer data, whereas thin
server systems typically provide access to 60 to 90 days of financial
data. nFront believes access to more historical account data promotes
increased customer loyalty for a bank.

. Analysis of customer information. A fat server solution enhances the
bank's ability to extract and analyze relevant customer account
information and more efficiently cross-sell products.

. Effective consolidation of financial services. The fat server can more
effectively consolidate the customer's financial data from disparate host
systems in one place. These host systems include banking, brokerage and
insurance financial data.

Ease of Integration through Relationships with Core Processors. nFront has
interfaces with 32 different core processing systems used by banks, enabling
it to offer faster, more cost-effective integration of its Internet banking
products with a bank's existing core processing system. Core processors
provide the software and services required by banks to process their
transactions.

Microsoft NT-Based. The nFront solution is designed to take advantage of
the Microsoft NT application environment. In 1997, nFront received the
Microsoft Corporation "Best Industry Solution for Internet Banking" award. The
nFront solution utilizes the Microsoft BackOffice suite, which provides an
integrated, scalable system foundation, allowing nFront to focus on product
development instead of third-party application selection and integration. The
integrated suite of NT server applications enables nFront to efficiently add
new bank clients and their customers without interrupting service to its
existing customers.

Products and Services

nFront offers products and services designed to enable banks to offer
complete branch banking services over the Internet to retail and commercial
customers. Its nHome product provides Internet banking services to a bank's
retail customers. Its nBusiness product provides these services to a bank's
commercial customers. nFront works closely with each of its client banks to
design the appearance of their Internet branches to achieve each bank's
particular branding objectives. The nFront Internet banking data center
provides the computers that operate as the web servers for the system, the
communications equipment, the data storage, retrieval and security software
and hardware, as well as the support personnel, necessary to operate each
client bank's Internet branch and connect each Internet branch to the bank's
existing computer systems.

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Through nFront's outsourcing model, client banks purchase nFront's products
as services, paying nFront on a monthly basis depending on the level of usage
by their customers. Pricing for the nHome and nBusiness products include an
up-front implementation fee payable upon execution of the contract, recurring
monthly fees, transaction fees and fees for additional marketing and support
services.

Products

nHome. The nHome product provides a bank's retail customers a wide array of
branch banking services over the Internet. nHome was initially released in
November 1996. As of November 30, 1999, nFront had agreements with 247 banks
to provide the nHome product to their customers. With the nHome product, a
bank's retail customers can:

. open new accounts;

. access account summaries and histories;

. download account information to personal finance software, such as
Intuit's Quicken or Microsoft's Money;

. receive electronic images of cleared checks;

. transfer funds;

. pay bills;

. manage pending transactions;

. generate custom reports;

. define event notifications;

. receive on-line customer support; and

. view a fully functional Internet banking demonstration.

nHome also includes components used by the client bank to support the
Internet branch. These administrative components include the ability for the
client banks' customers and potential customers to submit account applications
in a secure environment. Also, the client bank can automatically generate
email responses to customer applications, update product interest rates and
terms and receive customer-specific marketing and data analysis.

nBusiness. The nBusiness product provides to a bank's small business
customers comprehensive commercial banking services over the Internet.
nBusiness was initially released in March 1999 and as of November 30, 1999,
there were 135 agreements with banks to provide the nBusiness product to their
customers. The product has been designed to enable the bank to generate
additional fee revenue by offering its commercial customers a broader array of
commercial cash management services than they currently offer. The nBusiness
product provides the bank the same administrative and support functions
available in the nHome product. With the nBusiness product, a bank's
commercial customer receives the functionality of the nHome product, plus the
ability to:

. debit customer accounts;

. issue stop payment orders;

. pay employees;

. create multiple user security profiles;

. issue wire transfers;

. facilitate direct deposit; and

. initiate electronic tax payments.

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Services

nFront provides the implementation services necessary to install its
products, "brand" the bank's Internet branch and integrate the nFront products
into the bank's core processing system. For a typical nHome installation, the
implementation period currently averages approximately three months.
Additionally, nFront provides the following marketing and support services to
its client banks:

Client Bank Marketing Program. nFront's client bank marketing program
offers banks marketing campaigns aimed at converting existing bank customers
to the nFront system and acquiring new customers. The program consists of
several separate pre-designed segments from which the bank can choose. Each
segment is complete with "camera ready" collateral marketing material as well
as media campaign strategies. nFront may print and produce the materials at an
additional cost or the bank may choose a local vendor to print and produce the
materials.

Employee Education Program. The Employee Education Program is a training
program designed to help client banks train their employees on the benefits of
the nFront system and Internet banking. nFront typically conducts training at
the client bank. Training covers topics such as connecting to and navigating
the Web, Internet banking, Internet security, email and related topics. nFront
can employ a "train-the-trainer" approach or train the client's front line
staff. The program includes leaders' guides and participants' kits.

Marketing Consulting Services. nFront also offers customized consulting
services for those banks with specific marketing and training needs. These
services include competitive analyses, performance reporting, product
recommendations and service and support recommendations. Consulting projects
are priced on a time and materials basis.

Internet Banking Data Center

All of nFront's client bank Internet branches are hosted and processed in
nFront's Internet banking data center. The data center contains the computers
that operate as the web servers for the system, the communications equipment,
the data storage, retrieval and security software and hardware, as well as the
support personnel, necessary to operate each client bank's Internet branch and
connect each Internet branch to the client bank's existing computer systems.
The data center communicates with a client bank by transferring the data
directly from the client bank's core system to nFront's servers in the data
center utilizing direct data connections and a workstation running at the
client bank.

nFront's data center provides a controlled access environment that includes
a high capacity battery backup system. The battery backup system provides
continuous power to all production systems including servers, monitors,
telecommunications equipment, and employee workstations. In addition, a diesel
power generator provides backup power to its entire facility in the event of
an extended power outage. nFront has recently entered into an agreement with
Exodus Communications that provides nFront with a redundant data center, which
will allow it to continue to provide service in the event of a catastrophic
loss of its primary data center. nFront expects this redundant data center to
be fully operational in the first quarter of 2000.

Strategic Marketing Alliances

When evaluating Internet banking solutions, banks usually focus on the ease
of interface between their existing core banking software and the Internet
banking software. Core banking software is the central software within a bank
that processes information concerning banking transactions such as deposits
and withdrawals. The link between the core banking software and the Internet
banking software allows for the transfer of transactional data between both
software systems. nFront has formed strategic marketing alliances with vendors
of core banking software and outsourced data processing services who market
nFront's products exclusively to their customer base. These relationships are
typically for a five-year period, and nFront pays commissions to the companies
with which it has strategic marketing alliances. These commissions typically
range from 10% to

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40% of the implementation fees and portions of the monthly service fees
charged by nFront, though one agreement provides for a commission of 50% on
the implementation fees. Generally nFront does not pay commissions on
transactional fees such as bill payment or funds transfers. In addition,
nFront has developed interfaces to the software systems of each of the
companies with which it has strategic marketing alliances. nFront's alliances
with core processors include BISYS, Sparak and First Commerce Technologies.

BISYS. nFront has a five-year marketing agreement with BISYS which began in
April 1998, with automatic renewals for successive five-year terms unless
terminated by either party prior to renewal. BISYS, which provides transaction
processing and other administrative and computer processing services to banks
and financial institutions, offers nFront's products to its customer base.
Subject to some restrictions, BISYS agrees to use its best efforts not to
distribute other Internet banking solutions. BISYS is entitled to retain a
portion of the fees collected on implementation and monthly service on the
nFront System.

Sparak. nFront has a five-year marketing agreement with Sparak which began
in July 1997, with automatic renewals for successive five-year terms unless
terminated by either party prior to renewal. Sparak, which provides
transaction processing and other administrative and computer processing
services to banks and financial institutions, offers nFront's nHome system to
its customer base and to potential bank customers. Sparak has exclusive rights
to market nHome to its customer base and nonexclusive rights with respect to
potential bank customers. nFront pays Sparak commissions on the implementation
fees and monthly service fees nFront receives from their customers.

First Commerce Technologies. nFront has a five-year marketing agreement
with First Commerce Technologies which began in July 1997, with automatic
renewals for successive five-year terms unless terminated by either party
prior to renewal. First Commerce Technologies, which provides transaction
processing and other administrative and computer processing services to banks
and financial institutions, offers nFront's products to its customers and its
potential bank customers. Subject to some restrictions, First Commerce
Technologies agrees to use its best efforts not to distribute other Internet
banking solutions. nFront pays First Commerce Technologies commissions on the
implementation fees and monthly service fees nFront receives from their
customers.

nFront also has exclusive marketing alliances with other banking technology
providers such as BISYS Document Solutions, a bank check imaging company, and
Southern Data Systems, a bank platform automation company.

Sales

nFront utilizes a direct sales force that works closely with the national
sales forces of each of the companies with which it has strategic marketing
alliances to capitalize on their existing relationships within the banking
community to promote nFront's products and services. Many of nFront's sales
representatives are teamed with and assigned a strategic marketing
relationship customer base on which to focus. The strategic marketing alliance
sales representatives identify banks that are interested in purchasing an
Internet banking solution, qualify the customer and then pass the qualified
lead to the nFront sales person. The nFront sales person manages the sales
effort, provides a demonstration of the products and negotiates and closes the
sale. The nFront sales representative continues to leverage the relationship
throughout the sales process and continues to work jointly with the strategic
marketing alliance sales representative. nFront compensates both its sales
representatives and companies with which it has strategic marketing alliances
with commissions.

In addition to sales representatives focused on the strategic marketing
alliances, nFront also has sales representatives that focus exclusively on
specific geographic territories as well as a sales representative that
contacts nFront client banks to explore sales of additional and complementary
nFront products and services. Since January 1, 1999, nFront has added 24 new
sales representatives, to bring the total to 26 at November 30, 1999.

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The typical sales cycle for nFront products is approximately 90 days.
nFront has recently implemented a sales force automation and customer
relationship management software system that will allow its sales force to
view the complete customer prospect listing, track progress in the sales cycle
and report to management sales progress, thereby facilitating a complete
customer contact program.

Marketing

nFront has achieved its historical growth with minimal marketing
expenditures. nFront has utilized or intends to utilize the following programs
and promotional activities to enhance its sales efforts:

Advertising. nFront employs joint marketing efforts through strategic
marketing alliances nationwide, and it advertises in financial publications,
trade magazines and financial industry directories. In addition, the nFront
logo appears on its client banks' Internet branches further promoting the
nFront name.

Public Relations. nFront proactively pursues public relations opportunities
to build brand awareness for nFront and its products. nFront targets
traditional print, syndicated news services and industry events with its
public relations programs. nFront participates actively in industry trade
shows, both on its own and jointly with companies with which it has strategic
marketing alliances. To date, participation in industry trade shows has been
nFront's primary means of marketing.

Direct Mail. nFront uses direct mail to deliver its message to the key
decision makers at all targeted banks in the United States. Direct mail
campaigns will often be co-branded with the companies with which nFront has
strategic marketing alliances.

Telemarketing. To support its direct mail campaigns and advertising, nFront
utilizes telemarketing to target decision makers at community banks. nFront
also uses telemarketing to pre-qualify Internet banking leads as well as to
sell additional products and services to existing nFront clients.

Product Development

nFront's product development efforts focus on enhancing current product
functionality and adding new products to the nFront product line. nFront will
continue to develop real time interfaces, check imaging, bill payment and bill
presentment interfaces to the systems of companies with which it has strategic
marketing alliances. New functionality planned for nHome includes on-line
brokerage, deposit imaging, statement imaging, bill presentment and credit
scoring. New functionality planned for nBusiness includes Internet payroll,
managerial graphing capability, electronic data interchange functionality and
other business applications.

nFront's product development strategy includes clear definition and
separation of responsibilities. nFront approaches each development effort
using the same fundamental set of guidelines and standards. The development
process also allows for feedback from nFront's client banks and from internal
resources as defined milestones are reached. nFront uses the rapid application
development, or RAD, technique in order to manage product development cycles
to attempt to keep pace with rapid changes in technology.

Client Banks

nFront's target market is the approximately 10,000 small to mid-sized banks
in the United States. As of November 30, 1999, nFront had 247 client banks, of
which 163 had completed implementation and were operating an Internet branch.
The average asset size of nFront's client banks as of that date was $425
million.

For the fiscal year ended June 30, 1999, no individual client bank
accounted for 10% of nFront's total revenues, although client banks sold and
billed through the BISYS strategic marketing alliance represented 29% of
nFront's revenue for that period. One client bank, First Commerce Bank,
accounted for 14% of nFront's total revenues in the fiscal year ended June 30,
1998 and for 57% of its total revenues for the period ended June 17, 1996
(inception) through June 30, 1997.

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Competition

The Internet technology, financial services and secure network
communication industries all represent dynamic and competitive markets. nFront
continues to expect competition to intensify in the future, especially with
respect to Internet financial service products. Because of the diverse and
changing competitive marketplace in the financial services industry and for
Internet-related products and services, there can be no assurance that nFront
has identified or considered all possible present and future competitors or
that the discussion set forth below represents a complete coverage of
competition.

nFront believes that it faces two basic levels of competition in its
market. The first is competition from companies offering competitive Internet
banking solutions to banks. The second is competition which nFront's client
banks face in providing Internet-based financial products and services to
their customer base.

nFront believes that the principal competitive factors in its market are
industry trust, technical capabilities, operating effectiveness, cost and
scalability, customer service, security, speed to market, and capital. Many of
nFront's competitors have the financial, technical and marketing resources,
plus established industry relationships, to better compete based on these
factors. Competitive pressures nFront faces may have a material adverse effect
on its business, financial condition or operating results.

The market for on-line banking and financial software and services is
competitive, rapidly evolving and subject to technological change. With the
continued development of the Internet as an alternative means of delivering
financial services, nFront expects competition to intensify. Principal
competitors currently include software companies that provide comprehensive
in-house software and Internet integration tools for on-line banking and
brokerage solutions and outsourcing companies that provide similar product
functionality to different target markets.

With respect to solution providers in competition with nFront, while nFront
believes no other company delivers comprehensive, outsourced Internet products
and services to banks in its target market, there are a number of companies
that have similar products and services such as Digital Insight, Edify,
Netzee, FundsXpress, Q-UP, First Data Direct Banking and Security First
Technologies. However, many of nFront's current and potential competitors have
longer operating histories, greater name recognition, larger customer bases
and significantly greater financial, technical and marketing resources.

nFront also believes that the competitive forces facing it includes the
various competitive alternative approaches for Internet banking solutions,
such as thin servers; fat clients (personal financial management software) and
in-house development. Each of these alternatives competes with nFront's fat
server, outsourced solution.

In providing Internet banking solutions to their customers, nFront's client
banks face competition not only from other banks, but also from non-bank
financial institutions, such as brokerage firms and on-line service providers
such as E*TRADE, Intuit's Quicken.com and Yahoo! Finance.

Government Regulation

nFront is not licensed by the Office of the Comptroller of the Currency,
the Federal Reserve Board, the Federal Deposit Insurance Corporation, the
Office of Thrift Supervision, the National Credit Union Association or other
Federal or state agencies that regulate or monitor banks or other types of
providers of financial electronic commerce services. Federal, state or foreign
agencies may attempt to regulate nFront's activities. Congress could enact
legislation that would require nFront to comply with data, record keeping,
processing and other requirements. nFront may be subject to additional
regulation as the market for its business continues to evolve. For example,
Regulation E, which is promulgated by the Federal Reserve Board, governs
electronic fund transfers made by regulated financial institutions and
providers of access devices and electronic fund transfer services, including
many aspects of nFront's services. Under Regulation E, nFront's client banks
are required, among other things, to provide disclosure to retail customers,
to comply with notification periods regarding

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changes in the terms of service provided and to follow specified procedures
for dispute resolutions. The Federal Reserve Board may adopt new rules and
regulations for electronic funds transfers that could lead to increased
operating costs and could also reduce the convenience and functionality of
nFront's services, possibly resulting in reduced market acceptance. Because of
the growth in the electronic commerce market, Congress has held hearings on
whether to regulate providers of services and transactions in the electronic
commerce market, and Federal or state authorities could enact laws, rules or
regulations affecting nFront's business operations. nFront also may be subject
to Federal, state and foreign money transmitter laws, encryption and security
export laws and regulations and state and foreign sales and use tax laws. If
enacted or deemed applicable to nFront, these laws, rules or regulations could
be imposed on its activities or its business thereby rendering its business or
operations more costly, burdensome, less efficient or impossible, any of which
could have a material adverse effect on nFront's business, financial condition
and operating results.

The market nFront currently targets, the financial services industry, is
subject to extensive and complex Federal and state regulation. nFront's
current and prospective clients, which consist primarily of commercial banks
and thrifts, operate in markets that are subject to extensive and complex
Federal and state regulations and oversight. While nFront is not directly
subject to these regulations, its services and related products must be
designed to work within the extensive and evolving regulatory constraints in
which its clients operate. These constraints include Federal and state truth-
in-lending disclosure rules, state usury laws, the Equal Credit Opportunity
Act, the Electronic Funds Transfer Act, the Fair Credit Reporting Act, Bank
Secrecy Act and the Community Reinvestment Act. Because many of these
regulations were promulgated before the development of nFront's solution, the
application of these regulations to its solution must be determined on a case
by case basis. nFront does not make representations to client banks regarding
the applicable regulatory requirements, but instead relies on each bank making
its own assessment of the applicable regulatory provisions in deciding whether
to become a client bank. Furthermore, some consumer groups have expressed
concern regarding the privacy, security and interchange pricing of financial
electronic commerce services. It is possible that one or more states or the
federal government may adopt laws or regulations applicable to the delivery of
financial electronic commerce services in order to address these or other
privacy concerns. It is not possible to predict the impact that any of these
regulations could have on nFront's business.

nFront currently offers services on the Internet. Due to the increasing
popularity of the Internet, it is possible that laws and regulations may be
enacted with respect to the Internet, covering issues such as user privacy,
pricing, content, characteristics and quality of services and products. The
adoption of any of these laws or regulations may limit the growth of the
Internet, which could affect nFront's ability to utilize the Internet to
deliver banking and other financial electronic commerce services.

Intellectual Property

nFront's success will be heavily dependent upon proprietary technology.
nFront relies primarily on a combination of patent, copyright and trademark
laws, trade secrets, confidentiality procedures and contractual provisions to
protect its proprietary rights. These laws, procedures and contracts provide
only limited protection. nFront has applied for the federal registration of
service marks for "nFront," "nHome" and "nBusiness." It has also registered
the domain names "banking.com" and "nFront.com." Despite the precautions that
it takes, it may be possible for unauthorized third parties to copy aspects of
nFront's current or future products or to obtain and use information that it
regards as proprietary. The means nFront employs to protect its proprietary
rights may not be adequate. Additionally, nFront's competitors may
independently develop similar or superior technology. Policing unauthorized
use of software is difficult and some foreign laws do not protect nFront's
proprietary rights to the same extent as United States laws. Litigation may be
necessary in the future to enforce nFront's intellectual property rights, to
protect its trade secrets or to determine the validity and scope of the
proprietary rights of others. Litigation could result in substantial costs and
diversion of nFront's resources and could materially adversely affect its
business, operating results, and financial condition.

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Employees

As of November 30, 1999, nFront had 158 employees. nFront has never had a
work stoppage and none of its employees are represented under collective
bargaining agreements. nFront considers its employee relations to be good.

Facilities

nFront's Internet banking data center and administrative, sales, marketing
and development facilities are currently located in Norcross, Georgia, in
approximately 13,800 square feet of office space being leased to nFront
through August 1, 2003, and an additional 7,000 square feet that is being
subleased through March 31, 2000. In addition, nFront leases approximately
1,000 square feet in a facility in Bogart, Georgia, which serves as a location
for many of its graphic designers. nFront has signed a five year sublease on
an approximately 58,000 square foot facility located in Norcross, Georgia.
Rent on this facility commences on December 23, 1999.

Legal Proceedings

nFront is not a party to any material legal proceeding. From time to time,
nFront is involved in various routine legal proceedings incidental to the
conduct of its business.

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nFRONT MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and
Results of Operations as of September 30, 1999 and for the three months ended
September 30, 1999 and 1998 should be read in conjunction with the sections of
nFront's unaudited financial statements and related notes included elsewhere
in this proxy statement/prospectus. In addition, the portion of this
Management's Discussion and Analysis of Financial Condition and Results of
Operations as of June 30, 1999 and for the years ended June 30, 1999 and 1998
and the period from June 17, 1996 (inception) to June 30, 1997 should be read
in conjunction with the sections of nFront's audited financial statements and
related notes included elsewhere in this proxy statement/prospectus.

Overview

nFront provides a comprehensive, outsourced solution that enables small to
mid-sized banks to offer their retail and commercial customers banking and
financial services through the Internet in a secure environment. nFront's
products and services provide bank-branded Internet applications to these
banks. nFront was founded and incorporated in June 1996. From June 1996
through May 1997, nFront's principal activities consisted of developing its
nHome product, recruiting employees and raising capital. nFront's revenue
during this period was generated primarily through software licensing fees
from its nHome product. In June 1997, in response to the significant demand
from small to mid-sized banks, nFront opened its Internet banking data center
and began focusing on providing its client banks with a comprehensive
outsourced Internet banking solution. In March 1999, nFront released its
nBusiness product, which is designed to meet the specific needs of a bank's
commercial customers. nFront's nHome product has been responsible for
generating most of nFront's revenue to date.

nFront derives revenue from multi-year service contracts under which its
client banks pay it the following fees:

. an up-front implementation fee for developing each client bank's
uniquely branded web site;

. recurring fees based primarily on the number of customers of
nFront's client banks that use its products;

. transaction-based fees; and

. fees for materials and services provided to client banks to support
their customer marketing efforts and to train their staff on how
best to manage customers on the Internet branch.

The implementation fee, which is generally billable to the client bank when
the contract is executed, is recognized as revenue over the implementation
period, which currently averages approximately three months. nFront records
the unrecognized portion of billable implementation fees as deferred revenue.
Revenue from monthly user fees and transaction fees is recognized monthly
based on the number of users with accounts on the bank's Internet branch at
the end of the month and the transactions occurring during the month. The
service contracts with the banks are typically five year exclusive agreements.
The revenue from marketing and training support materials and services is
recognized at the time the materials are delivered or the services are
provided.

nFront compensates both its sales representatives and companies with which
it has strategic marketing alliances with commissions. Sales representatives'
commissions are determined using a fixed commission schedule, which is based
on the total asset size of the applicable client bank sold and the product
sold. Commissions on sales from companies with which it has strategic
marketing alliances are paid in accordance with the contractually agreed upon
commission schedules in the respective contracts. These commissions, typically
between 10% and 40%, vary by relationship and are generally expressed as a
percentage of the up-front implementation fee and the monthly recurring fees.

nFront's strategic marketing agreements stipulate that either nFront or the
company with which it has a strategic marketing alliance is responsible for
billing a client bank. In the event that nFront is responsible for

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billing the client bank, nFront recognizes the gross amount of revenue and
record the sales commission to the company with which it has a strategic
marketing alliance as a selling and marketing expense. In the event that the
company with which nFront has a strategic marketing alliance is responsible
for billing the client bank, that company remits an agreed upon amount to
nFront. Accordingly, nFront recognizes the related revenue collected and no
sales commission expense is incurred.

To date, the majority of nFront's resources have been directed to creating
its nHome and nBusiness Internet banking products, building its Internet
banking data center, forming exclusive strategic marketing alliances,
marketing its products and building its sales and marketing team. nFront's
strategy is to rapidly expand its base of client banks, assist these banks in
promoting the use of the nFront system by their customers and increase the
retail and commercial banking communities' awareness and acceptance of the
nFront solution. nFront anticipates that its operating expenses will continue
to increase in future periods as it continues to expand its sales force,
increase its marketing and branding efforts, continue to develop new
distribution channels, fund greater levels of product development and expand
its support staff and facilities to facilitate its anticipated growth.
Accordingly, nFront expects to incur additional losses in future periods.

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Results of Operations

Three Months Ended September 30, 1999 Compared to Three Months Ended September
30, 1998

The following table shows unaudited financial data for the three months
ended September 30, 1998 and 1999. Operating results for any period are not
necessarily indicative of results for any future period.

<TABLE>
<CAPTION>
Three Months Ended
September 30,
----------------------
1998 1999
--------- -----------
<S> <C> <C>
Statement of Operations Data:
Revenues:
Implementation fees.................................. $ 481,677 $ 1,507,773
Monthly service fees................................. 132,706 884,514
Other................................................ 12,014 126,669
--------- -----------
Total revenues...................................... 626,397 2,518,986
Operating Expenses:
Cost of implementation............................... 211,823 527,404
Cost of Internet banking data center................. 47,085 332,531
Selling and marketing................................ 260,471 2,432,709
Product development.................................. 146,881 693,960
General and administrative........................... 363,640 1,333,377
Depreciation......................................... 16,048 113,097
--------- -----------
Total operating expenses............................ 1,045,948 5,433,078
--------- -----------
Operating income (loss).............................. (419,551) (2,914,092)
Other (income) expense:
Interest income...................................... (26,186) (352,964)
Interest expense..................................... 518 2,582
--------- -----------
Income (loss) before income taxes..................... (393,883) (2,563,710)
Income tax expense (benefit)......................... -- --
--------- -----------
Net income (loss)..................................... (393,883) (2,563,710)
--------- -----------
Accretion on redeemable convertible preferred stock.. 68,220 --
--------- -----------
Net income (loss) attributable to common stock........ $(462,103) $(2,563,710)
========= ===========
Net income (loss) per common share basic and diluted.. $ (0.06) $ (0.18)
========= ===========
Weighted average shares outstanding basic and
diluted.............................................. 8,209,941 14,135,997
========= ===========
Operating Data (At End of Period):
Total client banks under contract..................... 67 210
Total client banks implemented........................ 38 144
Total customers at client banks using its solution.... 7,855 55,327
</TABLE>

Revenues

Implementation Fees. Implementation fees represent fees generated from
developing the client banks' uniquely branded web sites. Implementation fees
increased from $482,000 during the three months ended September 30, 1998 to
$1.5 million for the three months ended September 30, 1999. This 213% increase
was partly attributable to an increase in the number of new banks implementing
the nFront solution during the first quarter of fiscal 1999, from 18 banks for
the three months ended September 30, 1998 to 33 banks for the three months
ended September 30, 1999. This increase in banks implementing nFront's
Internet banking solution reflects the growth in nFront's sales force from one
individual as of September 30, 1998 to a team of 22 sales representatives at
September 30, 1999. In addition, nFront introduced its nBusiness product in
March 1999. This additional product offering generated increased fees from
banks purchasing both the nHome product and the nBusiness product as well as
existing bank clients adding on this product offering. During the three month
period

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ended September 30, 1999, these additional implementation fees from the
nBusiness product totaled $489,000 compared to none for the same period in
1998.

Monthly Service Fees. Monthly service fees consist of the monthly fees
charged to nFront's client banks based primarily on the number of bank
customers with accounts on the system and the volume of transactions such as
bill payment, ACH transfers and check imaging. These fees increased from
$133,000 for the three months ended September 30, 1998 to $885,000 for the
three months ended September 30, 1999. This increase is attributable to the
increase in customers at nFront's client banks utilizing the nFront system
from approximately 7,800 at September 30, 1998 to over 55,000 at September 30,
1999.

Other. Other revenue consists of the fees charged to nFront's client banks
for materials and services to support marketing and training efforts as well
as other non-recurring fees, such as fees for custom web site development.
These revenues increased from $12,000 for the three months ended September 30,
1998 to $127,000 for the three months ended September 30, 1999 primarily
because of increased sales of nFront's marketing and training materials by its
expanded sales team.

Expenses

Cost of Implementation. Cost of implementation consists primarily of
salaries and wages and facilities costs directly attributable to the
implementation process. Cost of implementation increased from $212,000 during
the three months ended September 30, 1998 to $527,000 during the three months
ended September 30, 1999. This increase reflects the significant growth in
personnel required to accommodate the increase in new banks purchasing and
implementing nFront's solution. During the three months ended September 30,
1999, 33 new bank implementations were completed compared to only 18 new bank
implementations during the three month period ended September 30, 1998.

Cost of Internet Banking Data Center. Cost of Internet banking data center
consists primarily of salaries and wages and communications costs required to
operate the Internet banking data center as well as fees paid to vendors that
provide certain transaction processing such as end-user bill payment. These
costs increased from $47,000 for the three months ended September 30, 1998 to
$333,000 for the three months ended September 30, 1999 to support the
significant growth in the number of client banks and those banks' customers
utilizing the nFront system.

Selling and Marketing. Selling and marketing expenses consist primarily of
salaries and wages, advertising costs, sales commissions, travel and public
relations costs. Sales and marketing expenses increased from $260,000 for the
three months ended September 30, 1998 to $2.4 million for the three months
ended September 30, 1999. This increase reflects the expansion of nFront's
sales and marketing teams and a substantial increase in sales commissions paid
to its sales representatives and companies with which nFront has strategic
marketing alliances due to its increased sales. In addition, nFront has
increased its marketing efforts designed to increase the number of its client
banks' customers utilizing the nFront system. nFront believes that these
expenses will continue to increase in the future as it grows its sales and
marketing teams and penetrates a larger number of banks. As the number of its
client banks grows, nFront will increase its marketing and advertising efforts
to increase the number of end-users utilizing the nFront system, thereby
generating increased recurring monthly service fees.

Product Development. Product development expenses consist primarily of
salaries and wages costs. Product development expenses increased from $147,000
during the three months ended September 30, 1998 to $694,000 during the three
months ended September 30, 1999. This increase reflects the increase in
technical personnel to support the continued development of nFront's nHome and
nBusiness products, including the development of new add-on features. The 1998
amount reflects costs associated primarily with the nHome product whereas the
1999 amount reflects costs related to both the nHome and nBusiness products.

General and Administrative. General and administrative expenses consist
primarily of salaries and wages and other related costs for administrative and
executive employees, professional fees and facilities-related

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expenses. General and administrative expenses increased from $364,000 for the
three months ended September 30, 1998 to $1.3 million for the three months
ended September 30, 1999. This increase is attributable to an increase in
personnel and facilities expenses necessary to support nFront's expanded
operations as well as an increase in the level of professional fees incurred
as a result of nFront becoming a publicly traded corporation effective June
29, 1999.

Depreciation. Depreciation expense increased from $16,000 during the three
months ended September 30, 1998 to $113,000 during the three months ended
September 30, 1999 primarily as a result of depreciation of new computer
equipment associated with the growth of the Internet banking data center and
the growth in the number of employees, as well as depreciation of nFront's
enhanced administrative systems. During fiscal 1999, nFront added new sales
automation, customer support and accounting systems.

Interest Income. Interest income increased from $26,000 during the three
months ended September 30, 1998 to $353,000 during the three months ended
September 30, 1999 as a result of interest earned on the proceeds obtained
from the initial public stock offering which closed on July 2, 1999. nFront
received approximately $32.5 million from this offering, net of underwriter
fees.

Income Taxes. As of September 30, 1999, nFront had approximately $4.3
million of federal net operating loss carryforwards, which begin expiring in
2013. Utilization of these net operating loss carryforwards could become
subject to annual limitation due to "change of ownership" provisions of the
Internal Revenue Code and similar state provisions. For financial reporting
purposes, a valuation allowance has been recognized to reduce net deferred tax
assets to zero due to uncertainties with respect to nFront's ability to
realize the benefit of net deferred income tax assets.

Fiscal Year Ended June 30, 1999 Compared to Fiscal Year Ended June 30, 1998

<TABLE>
<CAPTION>
Period from
June 17, 1996
(Inception) Years ended June 30,
through ----------------------
June 30, 1997 1998 1999
------------- --------- -----------
<S> <C> <C> <C>
Statements of Operations Data:
Revenues:
Implementation fees..................... $358,245 $ 722,859 $ 3,158,904
Monthly service fees.................... 34,263 185,283 1,446,092
Other................................... 458,643 174,287 360,596
-------- --------- -----------
Total revenues......................... 851,151 1,082,429 4,965,592
Operating Expenses:
Cost of implementation.................. 246,544 346,054 1,073,484
Cost of Internet banking data center.... 61,681 96,732 455,748
Selling and marketing................... 194,450 568,928 3,170,714
Product development..................... 106,429 170,419 1,173,696
General and administrative.............. 157,274 440,099 2,371,784
Depreciation............................ 13,780 33,726 150,712
-------- --------- -----------
Total operating expenses............... 780,158 1,655,958 8,396,138
Operating income (loss)................. 70,993 (573,529) (3,430,546)
Other (income) expense:
Interest income......................... (3,672) (26,692) (72,511)
Interest expense........................ -- 2,084 34,451
-------- --------- -----------
Income (loss) before income taxes........ 74,665 (548,921) (3,392,486)
Income tax expense (benefit)............ 25,925 (25,925) --
-------- --------- -----------
Net income (loss)........................ $ 48,740 $(522,996) $(3,392,486)
======== ========= ===========
</TABLE>

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Revenues

Implementation Fees. Implementation fees represent fees generated from
developing the client banks' uniquely branded web sites. Implementation fees
increased from $723,000 during fiscal 1998 to $3.2 million in fiscal 1999.
This increase was attributable to an increase in the number of new banks
purchasing the nFront solution, from 34 banks purchasing nFront's solution
during fiscal 1998 to 123 banks during fiscal 1999. The increase in banks
purchasing nFront's Internet banking solution reflects increased client bank
acceptance of Internet banking as well as continued development of nFront's
products and services and an increase in its sales force from one individual
at June 30, 1998 to a team of 17 sales representatives at June 30, 1999.
Additionally, nFront introduced its nBusiness product in March 1999.

Monthly Service Fees. Monthly service fees consist of the monthly fees
charged to nFront's client banks based primarily on the number of bank
customers with accounts on the system and the volume of transactions such as
bill payment, fund transfers and check imaging. These fees increased from
$185,000 in fiscal 1998 to $1.4 million in fiscal 1999. This increase is
attributable to the increase in customers at nFront's client banks utilizing
the nFront system from approximately 5,200 at June 30, 1998 to approximately
33,000 at June 30, 1999.

Other. Other revenue consists of the fees charged to nFront's client banks
for materials and services to support marketing and training efforts as well
as other non-recurring fees, including fees for custom web site development.
These revenues increased from $174,000 in fiscal 1998 to $361,000 in fiscal
1999 primarily because of increased sales of nFront's marketing materials.

Expenses

Cost of Implementation. Cost of implementation consists primarily of
salaries and wages and facilities costs directly attributable to the
implementation process. Cost of implementation increased from $346,000 in
fiscal 1998 to $1.1 million in fiscal 1999. This increase reflects the
significant growth in personnel required to accommodate the increase in new
banks purchasing nFront's solution.

Cost of Internet Banking Data Center. Cost of Internet banking data center
consists primarily of salaries and wages and communications costs required to
operate the Internet banking data center. These costs increased from $97,000
in fiscal 1998 to $456,000 in fiscal 1999 to support the significant growth in
the number of client banks and those banks' customers utilizing the nFront
system.

Selling and Marketing. Selling and marketing expenses consist primarily of
salaries and wages, sales commissions, advertising, travel, public relations
and marketing materials and tradeshow costs. Sales and marketing expenses
increased from $569,000 in fiscal 1998 to $3.2 million in fiscal 1999. The
increase reflects the expansion of nFront's sales force and a substantial
increase in sales commissions paid to its sales representatives and companies
with which its has strategic marketing alliances due to nFront's increased
sales as well as increased marketing efforts designed to increase the number
of nFront's client banks' customers utilizing the nFront system. nFront
believes that these expenses will increase significantly in the future as it
continues to expand its sales force and increase its marketing and advertising
efforts.

Product Development. Product development expenses consist primarily of
salaries and wages costs. Product development expenses increased from $170,000
in fiscal 1998 to $1.2 million in fiscal 1999. This increase reflects the
increase in technical personnel to support the continued development of
nFront's nHome product and the development of its new nBusiness product, which
was released in March 1999.

General and Administrative. General and administrative expenses consist
primarily of salaries and wages and other related costs for operations and
executive employees, professional fees and facilities-related expenses.
General and administrative expenses increased from $440,000 in fiscal 1998 to
$2.4 million in fiscal 1999. This increase is attributable to an increase in
personnel and facilities expenses necessary to support nFront's expanded
operations.

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Depreciation. Depreciation expense increased from $34,000 in fiscal 1998 to
$151,000 in fiscal 1999 primarily as a result of depreciation of new computer
equipment associated with the growth of the Internet banking data center as
well as depreciation of nFront's enhanced administrative systems. During
fiscal 1999, nFront added new sales automation, customer support and
accounting systems.

Interest Income. Interest income increased from $27,000 in fiscal 1998 to
$73,000 in fiscal 1999 as a result of interest earned on cash balances during
the period. nFront raised approximately $2.8 million in proceeds from private
equity offerings from May 1998 to September 1998.

Interest Expense. Interest expense increased from $2,000 in fiscal 1998 to
$34,000 in fiscal 1999 as a result of borrowings under nFront's line of credit
facility with Silicon Valley Bank. This line of credit was executed in August
1998. Borrowings under this facility were repaid in June 1999 and replaced
with a credit facility with NationsBank, which was subsequently repaid in July
1999 using proceeds obtained from nFront's initial public stock offering.

Income Taxes. As of June 30, 1999, nFront had approximately $4.0 million of
federal net operating loss carryforwards, which begin expiring in 2013.
Utilization of these net operating loss carryforwards could become subject to
annual limitation due to "change of ownership" provisions of the Internal
Revenue Code and similar state provisions. For financial reporting purposes, a
valuation allowance has been recognized to reduce net deferred tax assets to
zero due to uncertainties with respect to nFront's ability to realize the
benefit of net deferred income tax assets.

Fiscal Year Ended June 30, 1998 Compared to the Period From June 17, 1996
(Inception) Through June 30, 1997

Revenues

Implementation Fees. Implementation fees increased from $358,000 in the
period ended June 30, 1997 to $723,000 in fiscal 1998. This increase was
attributable to the fact that only six new client banks purchased the nFront
solution during the period ended June 30, 1997 while 34 banks purchased the
nFront solution during fiscal 1998. This increase was partially offset during
fiscal 1998 by the modification of nFront's pricing structure to lower the up-
front charges to the client bank and establish recurring monthly service fees
as well as other transaction-based fees.

Monthly Service Fees. Monthly service fees increased from $34,000 in the
period ended June 30, 1997 to $185,000 in fiscal 1998 as a result of the
increase in the number of client bank customers using nFront's products.

Other. Other revenue decreased from $459,000 in the period ended June 30,
1997 to $174,000 in fiscal 1998. This decrease is primarily attributable to
one-time revenue generated from a customized project performed for one client
bank in the period ended June 30, 1997.

Expenses

Cost of Implementation. Cost of implementation increased from $247,000 in
the period ended June 30, 1997 to $346,000 in fiscal 1998. This increase is
attributable to the increase in client banks sold from six in the period ended
June 30, 1997 to 34 in fiscal 1998.

Cost of Internet Banking Data Center. Cost of Internet banking data center
increased from $62,000 in the period ended June 30, 1997 to $97,000 in 1998.
These costs increased to support the significant growth in the number of
client banks and these banks' customers utilizing the nFront system.

Selling and Marketing. Selling and marketing expenses increased from
$194,000 in the period ended June 30, 1997 to $569,000 in fiscal 1998. This
increase was due primarily to a substantial increase in sales commissions due
to nFront's increased sales.

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Product Development. Product development expenses increased from $106,000
in the period ended June 30, 1997 to $170,000 in fiscal 1998. This increase
reflects the increase in technical personnel to support the continued
development of nFront's nHome product.

General and Administrative. General and administrative expenses increased
from $157,000 in the period ended June 30, 1997 to $440,000 in fiscal 1998.
This increase is attributable to an increase in personnel and facilities
expenses necessary to support nFront's expanded operations.

Depreciation. Depreciation expense increased from $14,000 in the period
ended June 30, 1997 to $34,000 in fiscal 1998 primarily as a result of
depreciation of new computer equipment associated with the growth of the
Internet banking data center.

Interest Income. Interest income increased from $4,000 in the period ended
June 30, 1997 to $27,000 in fiscal 1998 as a result of interest earned on cash
balances during the period. This increase is due primarily to interest earned
on the investment pending use of the private equity offering proceeds received
during fiscal 1998.

Liquidity and Capital Resources

As a result of nFront's initial public stock offering which closed July 2,
1999, nFront has raised approximately $32.5 million of capital, net of
underwriter fees. nFront issued 3.5 million shares of common stock in
connection with the offering and converted the outstanding redeemable
convertible preferred stock into 2,034,285 shares of common stock. Through
September 30, 1999, nFront has invested approximately $2.5 million of the
proceeds in capital expenditures related to the Internet banking data center
and it has paid off the outstanding debt as of June 30, 1999 in the amount of
approximately $1.1 million. An additional $2.8 million of the proceeds has
been applied to support nFront's working capital needs as it grows its
business. nFront's working capital needs have expanded significantly as its
client base has grown to 210 banks and over 55,000 end-users as of September
30, 1999. At September 30, 1999, nFront had cash of $25.4 million, and all
previously existing credit facilities have been terminated upon the repayment
of the amounts borrowed.

For the remainder of fiscal 2000, nFront expects to invest an additional
$2.0 million in capital expenditures to continue to enhance its data center
operations, to furnish expanded facilities and to support its continued
growth. nFront believes that its existing capital resources will be sufficient
to fund its operations for at least the next 18 to 24 months. If nFront
expands more rapidly than currently anticipated, if its working capital needs
exceed its current expectations or if it makes acquisitions, nFront may need
to raise additional capital from equity or debt sources. nFront cannot be sure
that it will be able to obtain the additional financing necessary to satisfy
these expanded cash requirements or to implement an expanded growth strategy
on acceptable terms or at all. If nFront cannot obtain this financing on terms
acceptable to it, it may be forced to curtail some planned business expansion
and may be unable to fund its ongoing operations.

On June 17, 1999, nFront entered into a loan agreement with NationsBank,
N.A., whereby NationsBank agreed to loan nFront up to $5.0 million. The loan
included a $4.4 million revolving line of credit and a $575,000 term loan.
nFront used approximately $575,000 of the proceeds from the term loan toward
repayment of debt outstanding with Silicon Valley Bank and borrowed an
additional $512,500 for working capital, additional capital expenditures and
to pay costs related to its initial public stock offering. The loan was repaid
in July 1999 using proceeds received from the initial public stock offering.

In April 1999, nFront entered into a debenture purchase agreement with
Noro-Moseley Partners IV, L.P. Under this agreement, Noro-Moseley agreed to
purchase up to $5.0 million of senior subordinated debentures upon nFront's
request. No debentures were issued under this agreement and the agreement
expired upon the completion of the initial public stock offering. In exchange
for its commitment under the agreement, nFront agreed to issue to Noro-Moseley
a three-year warrant to purchase shares of common stock, the number of shares
and exercise price of which were determined by reference to the price per
share in the initial public stock offering. Based on the price per share in
the initial public stock offering, the warrant entitled Noro-Moseley to
purchase 50,000 shares of common stock at $10.00 per share. Noro-Moseley
exercised the warrant in full in December 1999. One of nFront's directors, Mr.
Charles D. Moseley, Jr., is a member of MKFJ-IV, LLC, the general partner of
Noro-Moseley.

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During the three months ended September 30, 1999, nFront used net cash of
$2.8 million for operating activities, as compared to $526,000 for the three
month period ended September 30, 1998. Operating activities for the 1999
period consisted primarily of a $2.6 million net loss and an increase in
accounts receivable of $615,000 and a decrease in accounts payable and accrued
liabilities of $582,000, partially offset by an increase in deferred revenue
of $566,000. The decrease in payables relates primarily to the payment of
charges incurred in connection with nFront's initial public stock offering and
the increase in accounts receivable and in deferred revenue is due to the
increase in sales volume generated during the three months ended September 30,
1999. Cash used in operating activities during the 1998 period included a net
loss of $394,000 and an increase in accounts receivable of $341,000 partially
offset by an increase in accounts payable of $110,000 and an increase in
deferred revenue of $140,000.

During the fiscal year ended June 30, 1999, nFront used net cash of $1.4
million for operating activities, as compared to $242,000 for the fiscal year
ended June 30, 1998. Operating activities for the fiscal year ended June 30,
1999 consisted primarily of a $3.4 million net loss and an increase in
accounts receivable of $1.8 million, partially offset by increased liabilities
related to capital expenditures, payroll related costs and costs incurred in
connection with nFront's initial public stock offering and an increase in
deferred revenue of $778,000. Cash used in operating activities in fiscal 1998
included a net loss of $523,000 and an increase in accounts receivable of
$175,000 partially offset by an increase in deferred revenue of $522,000. Cash
provided by operating activities in the period ended June 30, 1997 included
net income of $49,000 and an increase in accrued liabilities of $214,000.

Cash used in investing activities was $2.5 million for the three months
ended September 30, 1999, as compared to $208,000 for the three months ended
September 30, 1998. Investing activities for the 1999 period and the 1998
period consisted of capital expenditures which were related primarily to the
expansion of nFront's existing Internet banking data center and the build out
of a fully redundant data center that will be hosted in Sterling, Virginia.
The majority of the costs related to this redundant data center have been
incurred as of September 30, 1999.

Cash used in investing activities was $1.8 million for the fiscal year
ended June 30, 1999, as compared to $120,000 for the fiscal year ended June
30, 1998. Investing activities for fiscal 1999 consisted of capital
expenditures totaling $1.8 million. These capital expenditures were related
primarily to the expansion of the Internet banking data center as well as the
additional furniture and equipment needed to accommodate nFront's growth. Cash
used in investing activities in fiscal 1998 consisted of capital expenditures
of $120,000 related primarily to equipment purchases for the Internet banking
data center. Cash used in investing activities in the period ended June 30,
1997 consisted of capital expenditures of $47,000 related primarily to
purchases of office equipment.

Cash provided by financing activities was $30.5 million for the three
months ended September 30, 1999, as compared to $910,000 for the three months
ended September 30, 1998. Financing activities in the three months ended
September 30, 1999 included gross proceeds from the initial public stock
offering of $35.0 million, offset by the repayment of nFront's bank credit
facility in the amount of $1.1 million and stock offering costs of
$3.4 million. Cash provided by financing activities in the three months ended
September 30, 1998 included proceeds of $600,000 from the sale of common stock
and $310,000 from borrowings against a bank credit facility.

Cash provided by financing activities was $756,000 for the fiscal year
ended June 30, 1999, as compared to $2.6 million for the 1998 fiscal year.
Financing activities included net proceeds from nFront's bank credit facility
of $1.1 million and $650,000 from the sale of nFront's common stock, partially
offset by $1.0 million of closing costs related to the initial public stock
offering. Cash provided by financing activities in fiscal 1998 included
proceeds of $2.3 million from the sale of preferred stock and $300,000 from
the sale of common stock. Cash provided by financing activities in the period
ended June 30, 1997 consisted of $500 from the sale of common stock.

136
<PAGE>

Recent Accounting Pronouncements

Effective July 1, 1998, nFront adopted Statement of Financial Accounting
Standard No. 130, Reporting for Comprehensive Income, or FAS 130. FAS 130
requires disclosures of components of non-stockholder changes in equity in
interim periods and additional disclosures of components of non-stockholder
changes in equity on an annual basis. Adoption of FAS 130 had no impact on
nFront's results of operations or financial position.

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 131, Disclosures about Segments of an
Enterprise and Related Information, or FAS 131. nFront adopted FAS 131
effective July 1, 1998. The adoption of this standard did not have a material
effect on nFront's financial statement disclosures.

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 133, Accounting for Derivative Instruments
and Hedging Activities, or FAS 133. This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives), and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. The standard is
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000. The standard is not expected to have a significant impact on nFront's
financial statements.

In March 1998, the AICPA issued Statement of Position 98-1, Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use, or SOP
98-1. nFront adopted SOP 98-1 effective July 1, 1999 without a material effect
on its financial position or results of operations.

Impact of Year 2000 Computer Issues

The year 2000 issue is the result of computer programs using two digits
rather than four to define the applicable year without specifying the century.
As a result, date-sensitive software may recognize a date of "00" as the year
1900 rather than the year 2000. This could result in system failures or
miscalculations causing disruptions of nFront's operations, including a
temporary inability to process transactions, send invoices or engage in other
business activities, and, as a result, the operations of the banks and end
users that nFront serves. Year 2000 issues impact nFront both on an external
basis in connection with the products and services it offers to banks and end
users, as well as on an internal basis as to its own operations and systems.
nFront also faces risks relating to the potential year 2000 non-compliance
with institutions that provide services to it, merchants processing electronic
transfer of funds, the FedWire system governing electronic funds transfers and
the Federal Reserve system itself. nFront believes that based on its
assessments to date, material year 2000 issues that it has identified that are
within its control have been corrected. The failure of nFront or third-party
hardware or software that is used by nFront or in conjunction with its
products to be year 2000 compliant could have a material adverse effect on
nFront's financial position and results of operations.

Year 2000 Project Team. nFront has assembled a year 2000 project team,
composed of nFront employees from its senior management, product management,
development, Internet banking data center, support, implementation, accounting
and facilities management working groups. nFront's year 2000 project team has
identified software, equipment and systems that are material to its business,
and it has reviewed and tested the nFront products, as well as the software,
equipment and systems supplied to nFront by third-party vendors, to determine
their ability to correctly process date changes from 1999 through 2000. The
goals of the project team are to minimize any year 2000-related impact to
nFront's bank customers and their customers; maintain year 2000 readiness as a
top business priority; and work closely with nFront's internal and external
business associates to achieve year 2000 readiness. nFront's management
believes the costs related to year 2000 compliance have not and will not have
a material effect on nFront's financial condition, results of operations and
cash flows.

nFront Products. nFront designed its products to be year 2000 compliant.
Year 2000 remediation efforts to nFront's products were minor due to nFront's
awareness of year 2000 issues when its products were updated in early 1998.
nFront products require users to enter a four-digit date code for each date,
and each product process stores and displays dates only in a four-digit year
format. nFront tested its products in test environments

137
<PAGE>

intended to emulate a year 2000 environment. Testing was performed on the
century date change as well as other critical date rollovers such as leap year
using significant dates both before and after January 1, 2000. No significant
problems were detected as a result of this testing.

Year 2000 External Efforts and Issues. nFront has substantially completed
the replacement, modification or retirement of hardware or software components
for nFront products and services that were identified by the year 2000 project
team to be vital to nFront's core business processes and at risk for year 2000
failures. In addition, nFront has requested that its customers, vendors, and
other business associates participate in its readiness efforts and update
nFront on their year 2000 progress. Many of nFront's computer systems and
business operations are provided and/or maintained by outside suppliers.
nFront's key vendors and suppliers, including core processors with which its
systems interface, have been asked to demonstrate sufficient year 2000
readiness. Where feasible, nFront has tested vendor supplied products that are
critical to its operations.

Year 2000 Internal Efforts and Issues. nFront's year 2000 project team has
completed corporate-wide inventory of nFront's internal application and system
software and of its computers and other equipment, such as its building
security systems, fire alarm systems and heating and air conditioning
equipment, to determine if this equipment uses embedded computer chips that
may be date sensitive. Based on this analysis, nFront has upgraded hardware
and software deemed vital to its on-going business by the year 2000 project
team to versions or releases identified by their vendors as year 2000 ready or
compliant; implemented computer code changes for non-critical issues not
affecting year 2000 compliance; and substantially completed remediation of
identified year 2000 issues in "mission critical" systems, or systems that are
vital to the successful continuance of core business activities.

Most Likely Worst Case Scenarios of Year 2000 Problems. nFront expects to
identify and resolve all year 2000 problems that could materially adversely
affect its business, financial condition or operating results. However, nFront
believes that it is not possible to determine with complete certainty that all
year 2000 problems affecting it have been identified or corrected. In
addition, nFront cannot accurately predict how many failures related to the
year 2000 problem will occur or the severity, duration or financial
consequences of these failures. As a result, nFront expects that the following
worst case scenarios could occur:

. a significant number of operational inconveniences and inefficiencies
for nFront, its services and its clients that may divert nFront's time
and attention and financial and human resources from its ordinary
business activities; and

. a number of serious system failures that may require significant efforts
by nFront to prevent or alleviate material business disruptions.

Contingency and Business Continuity Planning. nFront's year 2000 project
team has designed a corporate business continuity plan specific to year 2000
issues to address potential disruptions to business identified by the year
2000 project team that may impact nFront's customers and other business
associates. In addition, nFront has developed consolidated readiness plans and
schedules for business areas to enable it to react to such identified
potential events that could impact normal business routines. Depending on the
systems affected, these plans could include (a) replacement of affected
equipment; (b) use of backup equipment or facilities; (c) increased work hours
for nFront's personnel to correct any year 2000 problems which arise; and (d)
other similar approaches. If nFront is required to implement any of these
contingency plans or is unable to implement any of these plans effectively,
they could have a material adverse effect on its business, financial condition
or operating results.

Quantitative and Qualitative Disclosures About Market Risk

nFront's interest income is sensitive to changes in the general level of
U.S. interest rates. In this regard, changes in U.S. interest rates affect the
interest earned on nFront's cash equivalents. All of nFront's long-term debt
was repaid in July 1999 so there is no impact on interest expense. Based on
its cash equivalents balance at September 30, 1999, nFront's exposure to
interest rate risk is not material.

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<PAGE>

EXECUTIVE OFFICERS AND DIRECTORS
OF nFRONT JOINING DIGITAL INSIGHT

The following table sets forth information about the executive officers and
directors of nFront who will become executive officers and/or directors of
Digital Insight following the merger:

<TABLE>
<CAPTION>
Name Age Position with nFront
- ---- --- --------------------
<S> <C> <C>
Brady L. "Tripp" Rackley
III.................... 29 Chairman of the Board of Directors and Chief Executive Officer
Robert L. Campbell...... 48 President, Chief Operating Officer and Director
Jeffrey W. Hodges....... 33 Chief Financial Officer and Secretary
Vincent R. Brennan...... 36 Senior Vice President-Sales
</TABLE>

Brady L. "Tripp" Rackley III, founder of nFront, has served as Chairman of
the Board and Chief Executive Officer of nFront since its inception in 1996.
Prior to forming nFront, Mr. Rackley served as Chief Operating Officer of
LeapFrog Technologies, Inc., a software development company, from October 1995
until February 1996, and as Vice President -- Development of Systeme Corp., a
software development company, from December 1992 until September 1995. Mr.
Rackley received an Industrial Engineering degree from the Georgia Institute
of Technology and has post-graduate studies in business and human computer
interface from the University of Central Florida. Mr. Rackley is also a member
of the board of the Alexander-Tharpe Foundation, Inc. Mr. Rackley is the son
of Brady L. Rackley, a member of nFront's board of directors.

Robert L. Campbell has served as President and Chief Operating Officer of
nFront since July 1998 and as a Director since September 1998. Prior to
joining nFront, Mr. Campbell worked as an independent consultant for Campbell
and Associates from January to July 1998. Mr. Campbell served as President of
Insight Management, a professional services business, from January 1997 until
November 1997. Mr. Campbell served as President and Chief Executive Officer of
Servantis Systems, Inc., a banking and electronic commerce software and
services firm from July 1993 until the company's acquisition by CheckFree
Corp. in March 1996. Mr. Campbell received a Bachelor of Science Degree and a
Masters of Business Administration from the University of Tennessee.

Jeffrey W. Hodges has served as Chief Financial Officer of nFront since
November 1998 and was elected Secretary in April 1999. Prior to joining
nFront, Mr. Hodges served as Vice President -- Controller of Powertel, Inc., a
public wireless telecommunications provider, from June 1995 until November
1998. From December 1988 until June 1995, Mr. Hodges served as an auditor at
Arthur Andersen, LLP, an independent accounting firm, serving most recently as
Audit Manager from 1992 to 1995. Mr. Hodges is a graduate of Auburn University
with a degree in accounting and is a Certified Public Accountant.

Vincent R. Brennan has served as Senior Vice President Sales of nFront
since March 1998 and is responsible for growing and managing nFront's sales,
marketing and business development units. From September 1998 until March
1999, Mr. Brennan served as Senior Vice President Sales and Marketing of
nFront. Prior to joining nFront, Mr. Brennan was employed by John H. Harland
Co. from June 1986 until September 1998, serving as Senior Vice President and
as Vice President Sales, managing the financial markets division from December
1995 until September 1998 and as Vice President from April 1993 until December
1995. Mr. Brennan received a Bachelor's degree in Business Administration from
the University of Connecticut.

Terms of Directors and Executive Officers

nFront's board of directors is divided into three classes, each of whose
members serve for a staggered three-year term. The board currently consists of
three Class I directors (Brady L. "Tripp" Rackley III, Robert L. Campbell and
Thomas E. Greene III), two Class II directors (James A. Verbrugge and Brady L.
Rackley) and two Class III directors (Charles D. Moseley, Jr. and William H.
Scott III). At each annual meeting of shareholders, a class of directors will
be elected for a three-year term to succeed the directors of the same class

139
<PAGE>

whose terms are then expiring. The terms of the Class I directors, Class II
directors and Class III directors will expire upon the election and
qualification of successor directors at the 2002, 2000 and 2001 annual
meetings of shareholders, respectively. The executive officers serve at the
pleasure of the board of directors.

Committees of the Board of Directors

The members of nFront's Audit Committee are Charles D. Moseley, Jr. and
James A. Verbrugge. The Audit Committee reviews the scope and timing of
nFront's audit services and any other services its independent auditors are
asked to perform, the auditor's report on its financial statements following
completion of their audit and their policies and procedures with respect to
internal accounting and financial control. In addition, the Audit Committee
makes annual recommendations to the Board of Directors for the appointment of
independent auditors for the following year.

The members of the Compensation Committee are Charles D. Moseley, Jr. and
William H. Scott III. The Compensation Committee reviews and evaluates the
compensation and benefits of all nFront's officers, reviews general policy
matters relating to compensation and benefits of employees of nFront and makes
recommendations concerning these matters to the board of directors. The
Compensation Committee also administers nFront's stock option plans.

Compensation of Directors

Neither employee nor non-employee directors receive cash compensation for
services performed in their capacity as directors. nFront reimburses each
director for reasonable out-of-pocket expenses incurred in attending meetings
of the board of directors and any of its committees. In addition, directors
who are not nFront employees are eligible to receive options under the nFront
Director Stock Option Plan. Under this plan, eligible directors may receive an
option to purchase 2,500 shares of nFront common stock upon becoming a
director and 1,000 additional shares each subsequent year immediately
following the annual meeting of shareholders.

Executive Compensation

Summary Compensation Table. The following table sets forth, for the fiscal
years ended June 30, 1999 and 1998, the total compensation paid to or accrued
by nFront's Chief Executive Officer and the other executive officers with the
next highest total annual salary and bonus which exceeded $100,000 during the
fiscal year ended June 30, 1999.

<TABLE>
<CAPTION>
Long Term Compensation
-----------------------
Annual Compensation Number of
------------------------------------------- Securities
Name and Principal Fiscal Other Annual Underlying All Other
Position Year Salary Bonus Compensation (1) Options Compensation
- ------------------ ------ -------- -------- --------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Brady L. "Tripp" Rackley
III.................... 1999 $175,000 $140,000 $14,880(2) -- $6,400(4)
Chairman of the Board
and Chief Executive 1998 108,271 -- 13,717(3) --
Officer

Robert L. Campbell...... 1999 131,550(5) 94,500 -- 564,800 --
President and Chief
Operating Officer 1998 -- -- -- -- --

Jeffrey W. Hodges....... 1999 58,846(5) 60,000 -- 112,890 --
Chief Financial
Officer and Secretary 1998 -- -- -- -- --

Vincent R. Brennan...... 1999 79,423(5) 52,795 -- 112,890 --
Senior Vice
President-Sales 1998 -- -- -- -- --
</TABLE>
- --------
(1) In accordance with the rules of the Securities and Exchange Commission,
other compensation received in the form of perquisites and other personal
benefits has been omitted because such perquisites and other personal
benefits constituted less than the lesser of $50,000 or 10% of the total
annual salary and bonus for the Named Executive Officer for such year.

140
<PAGE>

(2) Includes $10,000 in country club dues and $4,800 in personal automobile
expenses.

(3) Includes $12,177 in personal automobile expenses.

(4) Represents relocation related expenses.

(5) Amounts reflect employment dates for Mr. Campbell, Mr. Hodges and Mr.
Brennan of July 14, 1998, November 30, 1998 and September 16, 1998,
respectively.

Option Grants in Last Fiscal Year. The following table sets forth all
individual grants of stock options during the fiscal year ended June 30, 1999,
to each of the executive officers named in the table above:

<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------
Potential
Percent of Realizable Value at
Total Assumable Annual
Number of Options Exercise Rates of Stock
Securities Granted to or Base Price Appreciation
Underlying Employees Price For Option Term(1)
Options in Fiscal Per Expiration -------------------
Name Granted Year Share Date 5% 10%
---- ---------- ---------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Brady L. "Tripp" Rackley
III.................... -- -- -- -- -- --
Robert L. Campbell...... 564,800 55% $1.2302 9/16/08 $434,895 $1,107,008
Jeffrey W. Hodges....... 112,890 11% 1.2302 11/30/08 86,925 221,264
Vincent R. Brennan...... 112,890 11% 1.2302 9/16/08 86,925 221,264
</TABLE>
- --------
(1) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on the fair market value per share on the date of grant and
assumed rates of stock price appreciation of 5% and 10% compounded
annually from the date the respective options were granted to their
expiration date. These assumptions are mandated by the rules of the
Securities and Exchange Commission and are not intended to forecast future
appreciation of nFront's stock price. The potential realizable value
computation is net of the applicable exercise price, but does not take
into account federal or state income tax consequences and other expenses
of option exercises or sales of appreciated stock. Actual gains, if any,
are dependent upon the timing of such exercise and the future performance
of nFront's common stock. There can be no assurance that the rates of
appreciation in this table can be achieved. This table does not take into
account any appreciation in the price of nFront's common stock to date.

Aggregated Option Exercises in Last Fiscal Year and Year-End Option
Values. The following table summarizes the number of shares and value realized
by each of the executive officers named in the tables above upon the exercise
of options and the value of the outstanding options held by such officers at
June 30, 1999:

<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-
Share Options at Fiscal Year- The Money Options at
Acquired End Fiscal Year-End(2)
on Value ------------------------- -------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
---- -------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Brady L. "Tripp" Rackley
III.................... -- -- -- -- $ -- $ --
Robert L. Campbell...... -- -- 84,720 480,080 1,182,522 6,700,956
Jeffrey W. Hodges....... -- -- -- 112,890 -- 1,575,718
Vincent R. Brennan...... -- -- -- 112,890 -- 1,575,718
</TABLE>
- --------
(1) Amounts disclosed in this column do not reflect amounts actually received
by the named executive officers but are calculated based on the difference
between the fair market value on the date of exercise of the options and
the exercise price of the options. The named executive officers will
receive cash only if and when they sell the common stock issued upon
exercise of the options, and the amount of cash received by such
individuals is dependent on the price of nFront's common stock at the time
of such sale.
(2) Based on the fair market value of nFront's common stock as of June 30,
1999 of $15.188 per share as reported on the Nasdaq Stock Market, less the
exercise price payable upon exercise of such options.

141
<PAGE>

Stock Option and Other Compensation Plans

nFront, Inc. Stock Incentive Plan. nFront's Stock Incentive Plan became
effective on September 9, 1998. The aggregate number of shares of nFront
common stock reserved for issuance under the Stock Incentive Plan is 2,188,900
shares. The number of shares of common stock available for issuance under the
Stock Incentive Plan shall automatically increase on the last trading day of
the last month of each of nFront's fiscal years, beginning with the fiscal
year ending June 30, 2000 and continuing through the fiscal year ending June
30, 2004, by a number of shares equal to one and one-quarter percent (1.25%)
of the total number of shares of common stock outstanding on the last trading
day of the month preceding the final month of each such fiscal year, but in no
event shall any such annual increase exceed 1,000,000 shares (as adjusted
under the terms of the plan). The purpose of the Stock Incentive Plan is to
provide incentives for key employees, officers, consultants and directors to
promote the success of nFront, thereby benefiting shareholders and aligning
the economic interests of the participants with those of the shareholders.
Awards granted under the Stock Incentive Plan may be either restricted stock
or options intended to qualify as "incentive stock options" or nonqualified
stock options.

As of December 13, 1999, options to purchase 1,015,026 shares of common
stock were outstanding under the Stock Incentive Plan at a weighted average
exercise price of $2.00 per share. To date, 6,293 shares of common stock have
been issued upon exercise of options granted under the Stock Incentive Plan.

Incentive Compensation Plan. nFront adopted a cash incentive compensation
plan for the 1999 fiscal year. The plan is administered by the Compensation
Committee of the board of directors, which determines eligible participants,
performance goals, measurement criteria, performance ratings and amount and
timing of payments. Awards under the plan are determined annually on the basis
of nFront's performance over the year in relation to pre-determined financial
and operating goals. All awards are paid in full, in cash, following the year
of performance. Awards are granted under the plan at the sole discretion of
the Compensation Committee.

nFront, Inc. Employee Stock Purchase Plan. In June 1999, nFront's
shareholders approved the nFront, Inc. Employee Stock Purchase Plan which is
intended to qualify under Section 423 of the Internal Revenue Code. The stock
purchase plan allows employees to purchase common stock through payroll
deductions for 85% of the fair market value of the common stock. Participation
in the stock purchase plan is voluntary. Employees may become participants in
the stock purchase plan by authorizing payroll deductions of one to ten
percent of their base pay for each payroll period. At the end of each six-
month purchase period, each participant in the stock purchase plan will
receive an amount of nFront's common stock equal to the sum of that
participant's payroll deductions during the period multiplied by 85% of the
lower of the fair market value of the common stock at the beginning of the
period, or the fair market value of the common stock at the end of the period.
No employee may participate in the stock purchase plan if such employee owns
or would own 5% or more of the voting power of all classes of nFront's stock.
There are currently 100,000 shares of common stock reserved for issuance under
the stock purchase plan. The number of shares of common stock available for
issuance under the stock purchase plan shall automatically increase on the
last trading day of the last month of each of nFront's fiscal years, beginning
with the fiscal year ending June 30, 2000 and continuing through the fiscal
year ending June 30, 2004, by a number of shares equal to one-quarter percent
(0.25%) of the total number of shares of common stock outstanding on the last
trading day of the month preceding the final month of each such fiscal year,
but in no event shall any such annual increase exceed 1,000,000 shares (as
adjusted under the terms of the plan). Under the terms of the stock purchase
plan, nFront is permitted to purchase shares of common stock on the open
market for the purpose of reselling the shares to participants in the stock
purchase plan.

nFront Director Stock Option Plan. The nFront Director Stock Option Plan
became effective in April 1999. The aggregate number of shares of nFront
common stock reserved for issuance under the Director Stock Option Plan is
200,000 shares. On the date of the 1999 annual meeting of shareholders, nFront
granted options pursuant to the Director Stock Option Plan to purchase 1,000
shares of nFront common stock to each of its four non-employee directors who
were either re-elected at such meeting or whose terms continued beyond the
meeting.

142
<PAGE>

Employment Agreements

Brady L. "Tripp" Rackley III and Robert L. Campbell have entered into
employment agreements and non-disclosure, non-solicitation and non-competition
agreements with nFront. Under the employment agreements, Mr. Rackley is
entitled to receive an annual base salary of $175,000 and Mr. Campbell is
entitled to an annual base salary of $135,000. Both are entitled to bonuses as
determined by the board of directors. In addition, both are eligible to
participate in nFront's Stock Incentive Plan. Under the terms of the non-
disclosure, non-solicitation and non-competition agreements, Messrs. Rackley
and Campbell have assigned to nFront all of their copyrights, trade secrets
and patent rights that relate to the business of nFront. Additionally, they
have agreed not to compete with nFront during the term of their employment and
for one year afterward. They have also agreed not to solicit customers and
employees of nFront for a period of one year following termination of their
employment with nFront. If nFront terminates their employment when they had
not violated any specific provision of the agreement or they terminate their
employment for reasons that are deemed to be proper under the agreements, they
will be entitled to receive severance payments equal to the amount of their
then-current base salary and benefits for a twelve-month period following
termination. Additionally, in connection with the negotiation of the
components of Mr. Campbell's initial compensation, nFront agreed to pay him a
bonus of $88,624, payable in four equal, annual installments of $22,156 each,
commencing on July 1, 1999.

Limitation of Liability and Indemnification of Officers and Directors

nFront's Second Amended and Restated Articles of Incorporation provide that
the liability of nFront's directors for monetary damages shall be eliminated
to the fullest extent permissible under Georgia law and that nFront may
indemnify its officers, employees and agents to the fullest extent permitted
under Georgia law.

nFront's bylaws provide that it must indemnify its directors against all
liabilities to the fullest extent permitted under Georgia law and that it must
advance all reasonable expenses incurred in a proceeding where the director
was either a party or a witness because he or she was a director.

nFront has entered into agreements that require it to indemnify its
directors and officers to the full extent permitted under Georgia law. In
addition, nFront has agreed to defend, hold harmless and indemnify its
directors and officers against any obligation to pay a judgment, penalty,
fine, expenses and settlement amounts in connection with any action, suit or
proceeding brought by reason of the fact that he or she is a director or
officer, as the case may be, of nFront or is serving, at the request of
nFront, as a director, officer, employee, agent or consultant of another
entity. No indemnification will be provided for any misappropriation of any
nFront business opportunity, any act or omission involving intentional
misconduct or a knowing violation of law, any transaction from which an
improper personal benefit was received and other types of liability under
Georgia law. Further, nFront will pay expenses incurred by directors and
officers in defending any covered action, suit or proceeding in advance of the
final disposition of such action, suit or proceeding. nFront believes that
these agreements, as well as the provisions contained in its articles and
bylaws described above, are necessary to attract and retain qualified persons
as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors of nFront pursuant to the provisions of its
charter documents, Georgia law or the agreements described above, nFront has
been advised that in the opinion of the Securities and Exchange Commission,
this indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.

Compensation Committee Interlocks and Insider Participation

The following non-employee directors were the members of the Compensation
Committee of nFront's board of directors during 1999: Charles D. Moseley, Jr.
and William H. Scott III. Neither of the current members of the Compensation
Committee has any direct or indirect material interest in nFront outside of
his position as a director. From September 1998 until April 1999, Brady L.
"Tripp" Rackley III, nFront's Chairman and Chief Executive Officer also served
as a member of the Compensation Committee.

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<PAGE>

SECURITY OWNERSHIP OF CERTAIN nFRONT BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial
ownership of nFront's outstanding capital stock as of December 31, 1999 with
respect to:

. each of nFront's directors;

. each shareholder known by nFront to be the beneficial owner of more than
5% of the outstanding shares of common stock; and

. all of nFront's executive officers and directors as a group.

<TABLE>
<CAPTION>
Percent of Percent of
Number of nFront Shares Digital Insight
nFront Shares Owned Prior Shares Owned
Beneficially to the After the
Name of Beneficial Owner (1) Owned Merger (2) Merger (3)
---------------------------- ------------- ------------- ---------------
<S> <C> <C> <C>
Brady L. "Tripp" Rackley III...... 3,000,000 21.1% 7.6%
Brady L. Rackley (4).............. 2,823,051 19.8% 7.1%
Noro-Moseley Partners IV, L.P.
(5).............................. 2,285,018 16.0% 5.8%
William H. Scott III (6).......... 204,424 1.4% *
James A. Verbrugge (7)............ 120,250 * *
Thomas E. Greene III (8).......... 109,974 * *
Steven S. Neel.................... 178,905 1.3% *
Robert L. Campbell (9)............ 640,668 4.3% 1.6%
Charles D. Moseley, Jr. (10)...... 2,290,018 16.1% 5.8%
All directors and executive
officers as a group (10
persons)......................... 9,411,433 63.5% 23.3%
</TABLE>
- --------
* Less than 1% of the outstanding common stock.

(1) Except as set forth herein, the business address of the named beneficial
owner is c/o nFront, Inc., 520 Guthridge Court, N.W., Suite 100, Norcross,
Georgia 30092.

(2) For purposes of calculating the percentage beneficially owned, the number
of shares of nFront's common stock deemed outstanding consists of
14,252,429 shares, plus, as to the holder thereof only, shares issuable
upon the exercise of options that may be exercised within 60 days
following December 31, 1999. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission that
deem shares to be beneficially owned by any person or group who has or
shares voting and investment power with respect to these shares.

(3) For purposes of calculating the percentage beneficially owned, the number
of nFront shares beneficially owned by each holder has been multiplied by
0.579 and the number of shares of Digital Insight's common stock deemed
outstanding consists of 14,766,184 shares, plus 8,252,156 shares to be
issued in the merger and as to the holder thereof only, shares issuable
upon the exercise of options that may be exercised within 60 days of
December 31, 1999.

(4) Includes 66,250 shares beneficially owned by Mr. Rackley's wife, Katharine
S. Rackley, 728,750 shares beneficially owned by The Katharine Rackley
Grantor Retained Annuity Trust, 728,750 shares beneficially owned by The
Brady Rackley Grantor Retained Annuity Trust and 250,000 shares
beneficially owned by the Katharine and Brady Rackley Charitable Remainder
Unitrust dated December 27, 1999. Mr. Rackley disclaims beneficial
ownership of shares held by Ms. Rackley.

(5) Includes 1,000 shares subject to a presently exercisable option. The
address of Noro-Moseley Partners IV, L.P. is 9 North Parkway Square, 4200
Northside Parkway, Atlanta, Georgia 30327.

(6) Includes 1,000 shares subject to presently exercisable options.

(7) Includes 1,000 shares subject to presently exercisable options.

(8) Includes 1,000 shares subject to presently exercisable options, 250 shares
beneficially owned by Mr. Greene's wife and 1,380 shares beneficially
owned by Health Investors SEP, of which Mr. Greene is the trustee and
beneficiary.

144
<PAGE>

(9) Includes 84,720 shares subject to presently exercisable stock options and
480,080 shares subject to stock options which will become exercisable
upon completion of the merger.

(10) Includes (a) 5,000 shares beneficially owned by Mr. Moseley and (b)
2,285,018 shares beneficially owned by Noro-Moseley Partners IV, L.P. Mr.
Moseley is a member of MKFJ-IV, LLC, which is the general partner of
Noro-Moseley Partners IV, L.P. Mr. Moseley disclaims beneficial ownership
of the shares owned by Noro-Moseley Partners IV, L.P. Mr. Moseley's
address is 9 North Parkway Square, 4200 Northside Parkway, Atlanta,
Georgia 30327.

145
<PAGE>

nFRONT'S RELATED PARTY TRANSACTIONS

In January 1997, LeapFrog Technologies, Inc., a Georgia corporation of
which Brady L. Rackley is Chairman of the Board, exchanged office furniture
having a fair market value of $83,986 for programming services furnished by
nFront having the same value. In October 1997, nFront loaned Mr. Rackley
$20,000, and he repaid $20,875 in February 1998, constituting payment in full.
The loan was unsecured and had an interest rate of 10.5% per year. In
addition, nFront has retained Mr. Rackley to provide marketing and sales
consulting services to nFront for $70,000 per year. Mr. Rackley is a director
and principal shareholder of nFront.

During the period from October 1997 through January 1998, nFront borrowed a
total of $90,000 from Brady L. "Tripp" Rackley III, its Chief Executive
Officer. The loans were unsecured, had an interest rate of 10.5% per year and
were repaid in February 1998.

In May 1998, nFront issued to Noro-Moseley Partners IV, L.P. 255,885 shares
of redeemable convertible preferred stock at a per share price of $9.77. These
shares were automatically converted into 2,034,285 shares of common stock upon
the completion of nFront's initial public offering. One of nFront's directors,
Mr. Charles D. Moseley, Jr., is a member of MKFJ-IV, LLC, the general partner
of Noro-Moseley.

In May 1998, nFront paid a $125,000 fee to Liberty Street Capital, an
investment banking company controlled by Mr. Thomas E. Greene III, one of
nFront's directors. The fee was payment for services provided by Liberty
Street Capital to nFront in connection with the investment in nFront by Noro-
Moseley.

In April 1999, nFront entered into a debenture purchase agreement with
Noro-Moseley Partners IV, L.P. Under this agreement, Noro-Moseley agreed to
purchase up to $5.0 million of senior subordinated debentures upon nFront's
request. No debentures were issued under this agreement and the obligation of
Noro-Moseley to purchase debentures under the agreement expired upon the
completion of nFront's initial public offering. In exchange for its commitment
under the agreement, nFront agreed to issue to Noro-Moseley a three-year
warrant to purchase a number of shares of common stock equal to $500,000
divided by the initial public offering price of nFront's common stock and
exercisable at that price. Based on the price per share in the initial public
offering, the warrant, as issued, entitled Noro-Moseley to purchase 50,000
shares of common stock at $10.00 per share. The warrant was issued upon
commencement of the public offering and was exercised in December 1999.

nFront's Chief Executive Officer, Mr. Rackley, and its President, Mr.
Campbell, have employment agreements described in the section captioned
"Executive Officers and Directors of nFront Joining Digital Insight--
Employment Agreements" on page 143.

nFront's board of directors has adopted a resolution whereby all future
transactions with related parties, including any loans from nFront to its
officers, directors, principal shareholders or affiliates, must be approved by
a majority of the board of directors, including a majority of the independent
and disinterested members of the board of directors or a majority of the
disinterested shareholders and must be on terms no less favorable to nFront
than could be obtained from unaffiliated third parties.

146
<PAGE>

ADDITIONAL MATTERS BEING SUBMITTED TO A
VOTE OF ONLY DIGITAL INSIGHT STOCKHOLDERS

Proposal No. 1
Approval of amendment to 1999 Stock Plan

Digital Insight stockholders are being asked to approve an amendment to the
1999 Stock Plan to provide for an increase in the number of shares of common
stock reserved for issuance from 1,500,000 shares to 2,500,000 shares. The
board believes that if the nFront merger is completed, adding shares to the
plan is in the best interests of Digital Insight because it will permit
Digital Insight to accommodate the conversion of nFront options into options
for Digital Insight common stock upon completion of the merger and to attract
and retain employees by providing them with appropriate equity incentives. The
plan plays an important role in Digital Insight's efforts to attract and
retain employees of outstanding ability.

Set forth below is a summary of the principal features of the 1999 Stock
Plan. Digital Insight will provide, without charge, to each person to whom a
proxy statement is delivered, upon request of such person and by first class
mail within three business days of receipt of such request, a copy of the
incentive plan. Any such request should be directed as follows: Secretary,
Digital Insight Corporation, 26025 Mureau Road, Calabasas, CA 91302; telephone
number (818) 871-0000.

Digital Insight's 1999 Stock Plan

Digital Insight's 1999 Stock Plan was adopted by its board of directors in
June 1999 and was approved by the stockholders in July 1999. A total of
1,500,000 shares of common stock, plus annual increases beginning on March 1,
2001, equal to the lesser of 750,000 shares, 5% of its shares on that date or
a lesser amount determined by the board of directors are currently reserved
for issuance under the 1999 Stock Plan. Unless terminated sooner, the 1999
Stock Plan will terminate automatically in June 2009.

The 1999 Stock Plan provides for the discretionary grant of incentive stock
options to employees, the grant of nonstatutory stock options and stock
purchase rights, or SPRs, to employees, directors and consultants.

The 1999 Stock Plan may be administered by the board of directors or a
committee of the board. The administrator has the power to determine the terms
of the options or SPRs granted, including:

. the exercise price of the option or SPR;

. the number of shares subject to each option or SPR;

. the exercisability thereof; and

. the form of consideration payable upon exercise.

In addition, the administrator has the authority to amend, suspend or
terminate the 1999 Stock Plan, provided that this action shall not impair the
rights of any optionee, unless mutually agreed upon in writing.

The exercise price of all incentive stock options granted under the 1999
Stock Plan must be at least equal to the fair market value of the common stock
on the date of grant. The exercise price of nonstatutory stock options and
SPRs granted under the 1999 Stock Plan is determined by the administrator, but
with respect to nonstatutory stock options intended to qualify as
"performance-based compensation" within the meaning of Section 162(m) of the
Internal Revenue Code, the exercise price must be at least equal to the fair
market value of the common stock on the date of grant. With respect to any
participant who owns stock possessing more than 10% of the voting power of all
classes of its outstanding capital stock, the exercise price of any incentive
stock option granted must be at least equal 110% of the fair market value on
the grant date and the term of this incentive stock option must not exceed
five years. The term of all other incentive stock options granted under the
1999 Stock Plan may not exceed ten years.

147
<PAGE>

In the case of SPRs, unless the administrator determines otherwise, the
restricted stock purchase agreement will grant Digital Insight a repurchase
option exercisable upon the voluntary or involuntary termination of the
purchaser's service with Digital Insight for any reason, including death or
disability. The purchase price for shares repurchased under the restricted
stock purchase agreement will be the original price paid by the purchaser and
may be paid by cancellation of any indebtedness of the purchaser to us. The
repurchase option will lapse at a rate determined by the administrator.

Options and SPRs granted under the 1999 Stock Plan are generally not
transferable by the optionee, except by will or the laws of descent or
distribution, and are exercisable during the lifetime of the optionee only by
that optionee. Options granted under the 1999 Stock Plan must generally be
exercised within three months after the end of optionee's status as an
employee, director or consultant of its company, or within 12 months after the
optionee's termination by disability or death, but in no event later than the
expiration of the option's term.

The 1999 Stock Plan provides that in the event of a merger of Digital
Insight with or into another corporation, or a sale of substantially all of
its assets, each outstanding option and SPR must be assumed or an equivalent
option substituted for by the successor corporation or a parent or subsidiary
of the successor corporation. If the outstanding options and SPRs are not
assumed or substituted for, the optionee will fully vest in and have the right
to exercise the option or SPR as to all of the optioned stock, including
shares as to which it would not otherwise be exercisable. The administrator
shall notify the optionee that the option or SPR shall be fully exercisable
for a period of 15 days from the date of this notice, and the option or SPR
will terminate upon the expiration of this period. In the event of its
proposed dissolution or liquidation, the board of directors, or any of its
committees, in its discretion may accelerate the vesting of any outstanding
option or SPR prior to the effective date of the proposed transaction.

The board of directors recommends that stockholders vote "FOR" the
amendment to the 1999 Stock Plan.

148
<PAGE>

LEGAL OPINION

The validity of the shares of Digital Insight common stock offered by this
proxy statement/prospectus will be passed upon for Digital Insight by Wilson
Sonsini Goodrich & Rosati, Professional Corporation.

EXPERTS

The financial statements of Digital Insight Corporation as of December 31,
1997 and 1998 and for each of the three years in the period ended December 31,
1998 appearing in this proxy statement/prospectus have been so included in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

Ernst & Young LLP, independent auditors, have audited our financial
statements at June 30 1998 and 1999, and for the period from June 17, 1996
(inception) to June 30, 1997 and for the fiscal years ended June 30, 1998 and
1999, as set forth in their report. We have included our financial statements
in the proxy statement/prospectus and elsewhere in the registration statement
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.

STOCKHOLDER PROPOSALS

Under Rule 14a-8 of the Exchange Act, Digital Insight stockholders may
present proper proposals for inclusion in Digital Insight's proxy statement
and for consideration at the next annual meeting of its stockholders by
submitting such proposals to Digital Insight in a timely manner. In order to
be so included for the 2000 annual meeting, stockholder proposals must have
been received by Digital Insight no later than December 18, 2000, and must
have otherwise complied with the requirements of Rule 14a-8.

Under Rule 14a-8 of the Exchange Act, nFront shareholders may present
proper proposals for inclusion in nFront's proxy statement and for
consideration at the next annual meeting of its shareholders by submitting
such proposals to nFront in a timely manner. In order to be so included for
the 2000 annual meeting, shareholder proposals must have been received by
nFront a reasonable time in advance of the meeting, and must have otherwise
complied with the requirements of Rule 14a-8.

149
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

Reports, proxy statements Reports, proxy statements
and other information and other information
concerning Digital Insight regarding nFront may be
may be inspected at: inspected at:

The National Association of The National Association of
Securities Dealers 1735 K Securities Dealers 1735 K
Street, N.W. Washington, Street, N.W. Washington,
D.C. 20006 D.C. 20006

Requests for documents Requests for dicouments
relating to Digital Insight relating to nFront should be
should be directed to: directed to:

Digital Insight Corporation nFront, Inc. 520 Guthridge
26025 Mureau Road Calabasas, Court, N.W, Suite 100
CA 91302 (818) 871-0000 Norcross, GA 30092 (770)
209-4460

Digital Insight Files reports, proxy statements and other information with
the SEC. Copies of its reports, proxy statements and other information may be
inspected and copied at the public reference facilities maintained by the SEC.

Judiciary Plaza Room Citicorp Center 400 Seven World Trade
1024 450 Fifth Street, West Madison Street Center 13th Floor New
N.W. Washington, D.C. Suite 1400 Chicago, York, New York 10048
20549 Illinois 60661

Copies of these materials can also be obtained by mail at prescribed rates
from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330. The SEC
maintains a website that contains reports, proxy statements and other
information regarding each of us. The address of the SEC website is
http://www.sec.gov.

Digital Insight has filed a registration statement under the Securities Act
with the SEC with respect to Digital Insight's common stock to be issued to
nFront shareholders in the merger. This proxy statement/prospectus constitutes
the prospectus of Digital Insight filed as part of the registration statement.
This proxy statement/prospectus does not contain all of the information set
forth in the registration statement because certain parts of the registration
statement are omitted as provided by the rules and regulations of the SEC. You
may inspect and copy the registration statement at any of the addresses listed
above.

This document does not constitute an offer to sell, or a solicitation of an
offer to purchase, the Digital Insight common stock or the solicitation of a
proxy, in any jurisdiction to or from any person to whom or from whom it is
unlawful to make the offer, solicitation of an offer or proxy solicitation in
that jurisdiction. Neither the delivery of this proxy statement/prospectus nor
any distribution of securities means, under any circumstances, that there has
been no change in the information set forth or incorporated in this document
by reference or in its affairs since the date of this proxy
statement/prospectus. The information contained in this document with respect
to nFront and its subsidiaries was provided by nFront. The information
contained in this document with respect to Digital Insight was provided by
Digital Insight.

150
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
DIGITAL INSIGHT CORPORATION FINANCIAL STATEMENTS

<S> <C>
Report of Independent Accountants........................................ F-2

Balance Sheets........................................................... F-3

Statements of Operations................................................. F-4

Statement of Stockholders' Deficit....................................... F-5

Statements of Cash Flows................................................. F-6

Notes to Financial Statements............................................ F-7

nFRONT INC. FINANCIAL STATEMENTS

Report of Independent Auditors........................................... F-19

Balance Sheets........................................................... F-20

Statements of Operations................................................. F-21

Statement of Redeemable Convertible Preferred Stock and Stockholders'
Equity (Deficit)........................................................ F-22

Statements of Cash Flows................................................. F-23

Notes to Financial Statements............................................ F-24
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
Digital Insight Corporation

In its opinion, the accompanying balance sheets and the related statements
of operations, stockholders' deficit and cash flows present fairly, in all
material respects, the financial position of Digital Insight Corporation at
December 31, 1997 and 1998, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; its
responsibility is to express an opinion on these financial statements based on
its audits. We conducted its audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that its audits provide a reasonable basis for its
opinion expressed above.

/s/ PricewaterhouseCoopers LLP

Costa Mesa, California
February 12, 1999, except Note 12,
as to which the date is November 21, 1999

F-2
<PAGE>

DIGITAL INSIGHT CORPORATION

BALANCE SHEETS
(in thousands, except share data)

<TABLE>
<CAPTION>
Pro forma
Stockholders'
December 31, Equity at
--------------- September 30, September 30,
1997 1998 1999 1999
------ ------- ------------- -------------
(unaudited)
ASSETS

<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents... $ 886 $ 4,758 $ 6,177 $
Accounts receivable, net.... 766 356 1,985
Tax refund receivable....... 73 73 --
Accumulated implementation
costs...................... 71 135 211
Other current assets........ 45 80 1,044
------ ------- ------- --------
Total current assets...... 1,841 5,402 9,417
Property and equipment, net... 789 2,353 5,274
Deposits...................... 240 240 212
Intangible assets, net........ 201 53 --
Other assets.................. -- 29 --
------ ------- ------- --------
$3,071 $ 8,077 $14,903
====== ======= ======= ========

LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)

Current liabilities:
Accounts payable............ $ 587 $ 214 $ 383
Accrued compensation and
related benefits........... 91 542 1,457
Current portion of lease
obligation................. 41 71 367
Deferred revenue............ 785 1,036 2,024
Other accruals.............. 353 472 1,080
------ ------- ------- --------
Total current
liabilities.............. 1,857 2,335 5,311
Long-term portion of lease
obligation................... 92 82 478
------ ------- ------- --------
1,949 2,417 5,789

Commitments and contingencies
(Note 11)

Mandatorily redeemable
convertible preferred stock:
$.001 par value; 2,431,616,
3,973,641, and
4,846,496 shares
authorized; 1,645,944,
3,951,419, and 4,775,455
(unaudited) shares issued
and outstanding; no shares
pro forma (unaudited)...... 4,444 12,444 20,847 $ --
Stockholders' equity
(deficit):
Common stock; $.001 par
value, 16,250,000 shares
authorized; 5,618,500,
5,621,156, and
5,867,392 (unaudited)
shares issued and
outstanding;
10,642,847 shares issued
and outstanding pro forma
(unaudited)................ 6 6 6 11
Additional paid-in-capital.. 1,994 3,977 6,094 26,936
Notes receivable from
stockholders............... (186) (201) (212) (212)
Deferred stock-based
compensation............... (1,658) (2,732) (3,608) (3,608)
Accumulated deficit......... (3,478) (7,834) (14,013) (14,013)
------ ------- ------- --------
Total stockholders' equity
(deficit)................ (3,322) (6,784) (11,733) $ 9,114
------ ------- ------- ========
$3,071 $ 8,077 $14,903
====== ======= =======
</TABLE>

See accompanying notes to financial statements

F-3
<PAGE>

DIGITAL INSIGHT CORPORATION

STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)

<TABLE>
<CAPTION>
Nine Months Ended
Year Ended December 31, September 30,
------------------------------- --------------------
1996 1997 1998 1998 1999
--------- --------- --------- --------- ---------
(unaudited)
<S> <C> <C> <C> <C> <C>
Revenues:
Implementation fees... $ 1,053 $ 1,926 $ 2,420 $ 1,803 $ 2,952
Service fees.......... 508 2,046 5,810 3,878 8,844
--------- --------- --------- --------- ---------
Total revenues...... 1,561 3,972 8,230 5,681 11,796
--------- --------- --------- --------- ---------
Cost of revenues:
Implementation........ 643 1,217 1,631 1,115 2,081
Service............... 261 1,014 3,616 2,374 5,408
--------- --------- --------- --------- ---------
Total cost of
revenues........... 904 2,231 5,247 3,489 7,489
--------- --------- --------- --------- ---------
Gross profit............ 657 1,741 2,983 2,192 4,307
--------- --------- --------- --------- ---------
Operating expenses:
Sales, general and
administrative....... 809 2,516 4,183 2,888 6,498
Research and
development.......... 565 1,612 2,555 1,840 3,061
Amortization of stock-
based compensation... -- 151 844 395 892
--------- --------- --------- --------- ---------
Total operating
expenses........... 1,374 4,279 7,582 5,123 10,451
--------- --------- --------- --------- ---------
Loss from operations.... (717) (2,538) (4,599) (2,931) (6,144)
Interest income......... -- 89 262 195 183
Other income (expense),
net.................... 5 (3) (19) (17) (72)
--------- --------- --------- --------- ---------
Net loss................ $ (712) $ (2,452) $ (4,356) $ (2,753) $ (6,033)
========= ========= ========= ========= =========
Basic and diluted net
loss per share......... $ (.14) $ (.49) $ (.85) $ (.54) $ (1.10)
========= ========= ========= ========= =========
Shares used to compute
basic and diluted net
loss per share......... 5,000,000 5,000,000 5,108,444 5,071,667 5,490,123
========= ========= ========= ========= =========
Pro forma basic and
diluted net loss per
share (unaudited)...... $ (.50) $ (.52)
========= =========
Shares used to compute
pro forma basic and
diluted net loss per
share (unaudited)...... 8,712,463 9,817,281
========= =========
</TABLE>

See accompanying notes to financial statements.

F-4
<PAGE>

DIGITAL INSIGHT CORPORATION

STATEMENT OF STOCKHOLDERS' DEFICIT
(in thousands except share data)

<TABLE>
<CAPTION>
Common Stock Additional Stockholders' Deferred Total
Members' ---------------- Paid-In Notes Stock-Based Accumulated Stockholders'
Capital Shares Amount Capital Receivable Compensation Deficit Deficit
-------- --------- ------ ---------- ------------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1995................... $ (11) -- $-- $ -- $ -- $ -- $ -- $ --
Contribution of
capital................ 750 -- -- -- -- -- --
Net loss................ (712) -- -- -- -- -- --
----- --------- ---- ------ ----- ------- -------- --------
Balance at December 31,
1996................... 27 -- -- -- -- -- -- --
Contribution of
capital................ 192 -- -- -- -- -- --
Distribution............ (50) -- -- --
LLC loss from January 1,
1997 through March 17,
1997................... (23) -- -- -- -- --
Conversion of members'
capital to Series A
preferred and common
stock.................. (146) 5,000,000 5 -- -- -- (1,049) (1,044)
Stock options exercised
with note receivable... -- 618,500 1 185 (186) -- -- --
Deferred stock-based
compensation........... -- 1,809 -- (1,809) -- --
Amortization of deferred
stock-based
compensation........... -- -- -- -- -- 151 -- 151
Net loss................ -- -- (2,429) (2,429)
----- --------- ---- ------ ----- ------- -------- --------
Balance at December 31,
1997................... -- 5,618,500 6 1,994 (186) (1,658) (3,478) (3,322)
Interest on stockholder
notes.................. -- -- (15) -- -- (15)
Stock options
exercised.............. -- 2,656 1 1
Warrants to purchase
Series A preferred
stock.................. -- -- -- 64 -- -- -- 64
Deferred stock-based
compensation........... 1,918 (1,918)
Amortization of deferred
stock-based
compensation........... -- -- -- -- -- 844 -- 844
Net loss................ -- -- -- -- -- -- (4,356) (4,356)
----- --------- ---- ------ ----- ------- -------- --------
Balance at December 31,
1998................... -- 5,621,156 6 3,977 (201) (2,732) (7,834) (6,784)
Interest on stockholder
notes (unaudited)...... -- -- -- (11) -- -- (11)
Stock options exercised
(unaudited)............ 339,577 202 -- 202
Warrants to purchase
Series B preferred
stock (unaudited)...... -- -- -- 147 -- -- -- 147
Repurchase of Series A
preferred stock
(unaudited)............ -- -- -- (146) (146)
Deferred stock-based
compensation
(unaudited)............ -- -- -- 1,768 -- (1,768) -- --
Amortization of deferred
stock-based
compensation
(unaudited)............ -- -- -- -- -- 892 -- 892
Net loss (unaudited).... -- -- -- -- -- -- (6,033) (6,033)
----- --------- ---- ------ ----- ------- -------- --------
Balance at September 30,
1999 (unaudited)....... -- 5,960,733 $ 6 $6,094 $(212) $(3,608) $(14,013) $(11,733)
===== ========= ==== ====== ===== ======= ======== ========
</TABLE>

See accompanying notes to financial statements

F-5
<PAGE>

DIGITAL INSIGHT CORPORATION

STATEMENTS OF CASH FLOWS
(in thousands)

<TABLE>
<CAPTION>
Nine Months Ended
Year Ended December 31, September 30,
-------------------------- ------------------
1996 1997 1998 1998 1999
------- -------- -------- -------- --------
(unaudited)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss................................................... $ (712) $ (2,452) $ (4,356) $ (2,753) $ (6,033)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization............................. 59 166 587 398 831
Amortization of debt issuance cost........................ -- -- 20 14 46
Amortization of deferred stock-based compensation......... -- 151 844 395 892
Interest income on stockholder notes...................... -- -- (15) (11) (11)
Net loss from sale of property and equipment.............. -- -- 33 -- --
Changes in operating assets and liabilities:
Accounts receivable..................................... (50) (654) 410 166 (1,629)
Tax refund receivable................................... -- (73) -- (6) 73
Accumulated implementation costs........................ (28) (43) (64) (20) (76)
Other assets............................................ (6) (36) (18) (54) (781)
Deposits................................................ -- (240) -- (9) 28
Accounts payable........................................ (38) 582 (373) (96) 169
Accrued compensation and related benefits............... 72 12 451 65 915
Deferred revenue........................................ 232 779 251 227 988
Other accruals.......................................... 3 341 119 38 608
------ -------- -------- -------- --------
Net cash used in operating activities..................... (468) (1,467) (2,111) (1,646) (3,980)
------ -------- -------- -------- --------
Cash flows used in investing activities:
Proceeds from sale of assets.............................. -- -- 29 -- --
Acquisition of property and equipment..................... (254) (488) (1,774) (1,682) (2,860)
Acquisition of customer base.............................. -- (280) -- -- --
------ -------- -------- -------- --------
Net cash used in investing activities..................... (254) (768) (1,745) (1,682) (2,860)
------ -------- -------- -------- --------
Cash flows provided by financing activities:
Principal payments on lease obligations................... -- -- (273) (95) (200)
Distribution.............................................. -- 50 -- -- --
Contribution of capital................................... 750 -- -- -- --
Issuance of common stock.................................. -- -- 1 -- --
Proceeds from exercise of stock options................... -- -- -- 1 202
Proceeds from issuance of Series A preferred stock........ -- 3,143 -- 64 --
Proceeds from issuance of Series B preferred stock........ -- -- 8,000 8,000 --
Proceeds from issuance of Series C preferred stock........ -- -- -- -- 8,403
Repurchase of Series A preferred stock.................... -- -- -- -- (146)
------ -------- -------- -------- --------
Net cash provided by financing activities................. 750 3,093 7,728 7,970 8,259
------ -------- -------- -------- --------
Net increase in cash........................................ 28 858 3,872 4,642 1,419
------ -------- -------- -------- --------
Cash and cash equivalents, beginning of period.............. -- 28 886 886 4,758
------ -------- -------- -------- --------
Cash and cash equivalents, end of period.................... $ 28 $ 886 $ 4,758 $ 5,528 $ 6,177
====== ======== ======== ======== ========
Supplementary disclosures of cash flow information:
Cash paid during the year for interest.................... $ -- $ -- $ 12 $ 5 $ 52
Non-cash financing activities:
Capital lease obligations incurred........................ -- 133 293 133 892
Series A warrants issued in conjunction with capital lease -- -- 64 64 --
Series B warrants issued in conjunction with capital lease -- -- -- -- 147
Conversion of members' capital to Series A preferred and
common stock............................................. -- 1,305 -- -- --
Notes receivable from stockholders........................ -- 186 -- -- --
</TABLE>

See accompanying notes to financial statements.

F-6
<PAGE>

DIGITAL INSIGHT CORPORATION

NOTES TO FINANCIAL STATEMENTS

1. The Company and Summary Significant Accounting Policies

The Company

Digital Insight Corporation (the "Company"), incorporated in March 1997,
provides real time Internet banking services to credit unions, small to mid-
sized banks and savings and loans. Its Internet banking services include home
banking for individual customers, business banking for commercial customers, a
target marketing program to increase financial services to end users, and
customized web site design and implementation services. Substantially all of
the Company's revenues are derived from these services.

The Company originally operated as Digital Insight LLC, a Minnesota limited
liability company, which was formed in July 1995. On March 18, 1997, all
members of Digital Insight LLC, converted their members' capital balances to
shares of Series A mandatorily redeemable convertible preferred and common
stock of Digital Insight Corporation, a Delaware corporation, in accordance
with the Member Control Agreement (Note 6).

Cash and cash equivalents

Cash and cash equivalents consist of cash, money market funds, and other
highly liquid investments with maturities of three months or less at the date
of original purchase. The carrying value of these instruments approximates
fair value.

Property and equipment

Property and equipment are stated at cost, less accumulated depreciation.
Assets held under capital leases are recorded at the present value of the
minimum lease payments at lease inception. Depreciation and amortization is
computed using the straight-line method over the estimated useful lives of the
assets, generally three to five years.

Use of estimates

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.

Revenue recognition

Recurring fees are recognized as services are provided, and relate to the
number of end-users or end-user transactions and for hosting and maintaining
web sites. One-time implementation fees consist of salaries for implementation
personnel and fees for third parties, including bill payment and data
processing vendors. These fees are recognized upon completion of
implementation and customer approval. Implementation generally occurs over a
two to four month period. Costs and related revenues are deferred on the
balance sheet until that time. Accumulated implementation costs consist
primarily of salaries for implementation personnel in advance of related
billings. Losses on implementation, if any, are recognized in the period when
such losses are identified.

Income taxes

The Company accounts for income taxes under the liability method. Deferred
income tax assets are provided for as temporary differences between financial
and income tax reporting. The Company has not recorded any deferred tax assets
or liabilities prior to the recapitalization, since Digital Insight LLC was a
limited liability company treated as a partnership for federal and Minnesota
income tax purposes. As a result, prior to March 18, 1997, federal and
Minnesota income tax attributes passed to the Digital Insight LLC members.

F-7
<PAGE>

DIGITAL INSIGHT CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

Stock-based compensation

Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based Compensation," encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans based on
the fair market value of options granted. The Company has chosen to account
for stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations. Accordingly, compensation for stock
options is measured as the excess, if any, of the fair market value of the
Company's stock price at the date of grant as determined by the Board of
Directors over the amount an employee must pay to acquire the stock.

Net loss per share

The Company computes net loss per share in accordance with SFAS No. 128,
"Earnings per Share," and SEC Staff Accounting Bulletin No. 98 ("SAB 98").
Under the provisions of SFAS No. 128 and SAB 98, basic and diluted net loss
per share is computed by dividing the net loss available to common
stockholders for the period by the weighted average number of shares of common
stock outstanding during the period. Shares of common stock issued in
connection with the conversion of members' capital (Note 6) have been
considered outstanding for all periods presented. The calculation of diluted
net loss per share excludes potential common shares if the effect is
antidilutive. Potential common shares are composed of common stock subject to
repurchase rights and incremental shares of common stock issuable upon the
exercise of stock options and warrants and upon conversion of Series A and B
mandatorily redeemable convertible preferred stock.

Pursuant to Securities and Exchange Commission Staff Accounting Bulletin
No. 98, common shares issued in each of the periods presented for nominal
consideration, if any, would be included in the per share calculations as if
they were outstanding for all periods presented. No such shares have been
issued.

The following table sets forth the computation of basic and dilutive net
loss per share for the years indicated (in thousands, except share and per
share data):

<TABLE>
<CAPTION>
Year Ended
December 31,
--------------------
1997 1998
--------- ---------
<S> <C> <C>
Net loss.......................................... $ (2,452) $ (4,356)
========= =========
Weighted average shares......................... 5,000,000 5,348,183
Weighted average unvested common shares subject
to repurchase.................................. -- (239,739)
--------- ---------
Denominator for basic and diluted calculation..... 5,000,000 5,108,444
========= =========
Net loss per share:
Basic and diluted............................... $ (.49) $ (.85)
========= =========
</TABLE>

F-8
<PAGE>

DIGITAL INSIGHT CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

The following table sets forth common stock equivalents that are not
included in the diluted net loss per share calculation above because to do so
would be antidilutive for the periods indicated:

<TABLE>
<CAPTION>
Year Ended
December 31,
-------------------
1997 1998
--------- ---------
<S> <C> <C>
Weighted average effect of common stock equivalents:
Series A mandatorily redeemable convertible
preferred stock.................................. 1,307,736 1,645,944
Series B mandatorily redeemable convertible
preferred stock.................................. -- 1,958,075
Warrants.......................................... -- 21,065
Unvested common shares subject to repurchase...... -- 239,739
Employee stock options............................ 439,923 1,086,292
--------- ---------
1,747,658 4,951,115
========= =========
</TABLE>

Pro forma net loss per share (unaudited)

Pro forma net loss per share for the year ended December 31, 1998 and the
nine months ended September 30, 1999 is computed using the weighted average
number of common shares outstanding, including the pro forma effects of the
automatic conversion of the Company's mandatorily redeemable convertible
Series A, Series B, and Series C mandatorily convertible preferred stock into
shares of the Company's common stock effective upon the closing of the
Company's initial public offering as if such conversion occurred on January 1,
1998, or at date of original issuance, if later. The resulting pro forma
adjustment includes an increase in the weighted average shares used to compute
basic net loss per share of 3,604,019 and 4,327,158 for the year ended
December 31, 1998 and the nine months ended September 30, 1999, respectively.
Pro forma diluted net loss per share is computed using the pro forma weighted
average number of common and common equivalent shares outstanding. Pro forma
common equivalent shares, composed of common stock subject to repurchase and
incremental common shares issuable upon the exercise of stock options and
warrants, are excluded from diluted net loss per share as they are
antidilutive.

Pro forma stockholders' equity (unaudited)

Effective upon the closing of the initial public offering, the outstanding
shares of mandatorily redeemable convertible preferred stock will
automatically convert into 4,775,455 shares of common stock. The pro forma
effects of these transactions are unaudited and have been reflected in the
accompanying pro forma balance sheet at September 30, 1999.

Interim financial information (unaudited)

The accompanying interim financial statements as of September 30, 1999 and
for the nine months ended September 30, 1998 and 1999 are unaudited. In the
opinion of management, the unaudited interim financial statements have been
prepared on the same basis as the annual audited financial statements and
reflect all adjustments, which include only normal recurring adjustments,
necessary to present fairly the Company's financial position as of September
30, 1999 and its results of operations and its cash flows for the nine months
ended September 30, 1998 and 1999. The results for the nine months ended
September 30, 1999 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1999.

F-9
<PAGE>

DIGITAL INSIGHT CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

Intangible assets

Intangible assets include a non-compete agreement and an acquired customer
base. The non-compete agreement is being amortized over the term of the
agreement, which is two years. The acquired customer base is being amortized
over one year. All intangibles are amortized using the straight-line method.

Long-lived assets

In 1997, the Company adopted SFAS No. 121, "Accounting for the Impairment
of Long-lived Assets and for Long-lived Assets to be Disposed Of." The
statement requires the recognition of an impairment loss on a long-lived asset
including the customer base held for use when events and circumstances
indicate that the estimate of undiscounted future cash flows expected to be
generated by the asset are less than its carrying amount.

Fair value of financial instruments

The Company's financial instruments include cash, accounts receivable,
accumulated implementation costs, deposits and other assets, accounts payable,
accrued and other current liabilities. The carrying value of these financial
instruments approximates fair value due to their short-term nature. The
mandatorily redeemable convertible preferred stock is carried at its
respective redemption price as such stock is not traded in the open market and
a market price is not readily available.

Concentration of credit risk

The market for Internet banking in the United States, in which the Company
operates, is characterized by rapid technological developments, frequent new
product introductions and changes in end user requirements. The Company's
future success will depend on its ability to develop, introduce and market
enhancements to its existing products and services, to introduce new products
and services in a timely manner which meet customer requirements and to
respond to competitive pressures and technological advances. Further, the
emergence of new industry standards, whether through adoption by official
standards committees or widespread use by financial institutions or other
financial institution data processing vendors, could require the Company to
redesign its products and services.

During the years ended December 31, 1996, 1997 and 1998, and the nine
months ended September 30, 1999 (unaudited), no customer accounted for more
than 10% of net revenues or net accounts receivable.

The Company performs ongoing credit evaluations of its customers' financial
condition and limits the amount of credit extended when deemed necessary, but
generally does not require collateral. Management believes that any risk of
loss is significantly reduced due to the number of its customers and
geographic sales areas. The Company maintains a provision for potential credit
losses, and write-offs of accounts receivable were insignificant during the
years ended December 31, 1996, 1997 and 1998, and for the nine months ended
September 30, 1999.

The Company from time to time maintains a substantial portion of its cash
and cash equivalents in money market accounts with one financial institution.
The Company has not experienced any significant losses on its cash
equivalents.

New accounting standards

In 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income." This statement, which was adopted effective
January 1, 1998, did not have a significant impact on the financial
statements.

F-10
<PAGE>

DIGITAL INSIGHT CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

Effective January 1, 1998, the Company adopted the provisions of SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information."
The Company operates in one business segment: developing, marketing,
implementing and supporting Internet banking solutions for community financial
institutions throughout the United States. The Company identifies its
operating segments based on business activities, management responsibility and
geographical location. During the years ended December 31, 1996, 1997 and
1998, the Company operated in a single business segment providing Internet
banking services to credit unions, small to mid-sized banks and savings and
loans, primarily in the United States.

In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1 is
effective for financial statements for years beginning after December 15,
1998. SOP 98-1 provides guidance over accounting for computer software
developed or obtained for internal use including the requirement to capitalize
specified costs and amortization of such costs. The Company will adopt the
provisions of SOP 98-1 in its fiscal year ending December 31, 1999, and does
not expect such adoption to have a material effect on the Company's financial
statements.

2. Related Party Transactions

The Company paid royalties totaling $0, $37,000 and $162,000 during 1996,
1997 and 1998, respectively, to a business partner who is also a stockholder.

The Company paid $60,000, $169,000 and $0 in 1996, 1997 and 1998,
respectively, to a business partner, who is also a stockholder, for employee
medical benefits and coverage, accounting services, payroll and related
expenses, and rent.

3. Property and Equipment

Property and equipment includes the following (in thousands):

<TABLE>
<CAPTION>
December 31,
-------------- September 30,
1997 1998 1999
------ ------ -------------
(unaudited)
<S> <C> <C> <C>
Leasehold improvements.................... $ -- $ 282 $ 357
Data processing equipment................. 849 2,128 5,581
Furniture and fixtures.................... 186 597 821
------ ------ -------
1,035 3,007 6,759
Less accumulated depreciation and
amortization............................. (246) (654) (1,485)
------ ------ -------
$ 789 $2,353 $ 5,274
====== ====== =======
</TABLE>

Assets acquired under capitalized lease obligations are included in
property and equipment and totaled $133,000, $213,000, and $1,106,000
(unaudited) with related accumulated amortization of $16,000, $85,000, and
$189,000 (unaudited) at December 31, 1997, December 31, 1998, and September
30, 1999, respectively.

4. Acquisition

On August 18, 1997, the Company acquired the customer base of RJE Internet
Services, Inc. ("RJE"). RJE develops, hosts and maintains web sites. The
acquisition of this customer base was accounted for as a purchase. The results
of operations and cash flows of the acquisition have been included from the
date of the acquisition of the customer base. The purchase price of the
customer base totaled $100,000 plus $180,000 for a covenant not

F-11
<PAGE>

DIGITAL INSIGHT CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

to compete. The accumulated amortization of the customer base was $42,000 at
December 31, 1997. The customer base was fully amortized at December 31, 1998.
Accumulated amortization of the covenant not to compete totaled $38,000 and
$128,000 at December 31, 1997 and 1998, respectively.

5. Income Taxes

Prior to March 18, 1997, Digital Insight was a limited liability company
that was treated as a partnership for federal and Minnesota income tax
purposes. As a result, all federal and Minnesota tax matters for Digital
Insight LLC, prior to March 18, 1997, are the responsibility of the members.

As of December 31, 1997 and 1998, the Company had net operating loss carry-
forwards for federal and state purposes of $2,429,000 and $6,785,000,
respectively. Federal and state net operating loss carry-forwards expire in
the years 2012 and 2005, respectively.

Given its history of operating losses, the Company has recorded a full
valuation allowance against its deferred tax assets generated from operating
losses because it is more likely than not that the deferred tax benefits will
not be utilized. Accordingly, the accompanying statements of operations
include no benefit for income taxes.

The components of the Company's deferred taxes are (in thousands):

<TABLE>
<CAPTION>
December 31,
----------------
1997 1998
------- -------
<S> <C> <C>
Net operating loss carryforwards........................ $ 829 $ 2,093
Research credit carryforwards........................... 155 392
Stock compensation...................................... 60 398
Other................................................... 63 171
------- -------
Gross deferred tax assets............................... 1,107 3,054
------- -------
Gross deferred tax liabilities.......................... -- --
------- -------
Net deferred tax assets................................. 1,107 3,054
------- -------
Deferred tax asset valuation allowance.................. (1,107) (3,054)
------- -------
Deferred tax assets..................................... $ -- $ --
======= =======
</TABLE>

6. Mandatorily Redeemable Convertible Preferred Stock

Mandatorily redeemable convertible preferred stock consists of the
following:

<TABLE>
<CAPTION>
December 31,
--------------------------------------------- September 30, 1999
1997 1998 (Unaudited)
---------------------- ---------------------- ----------------------
Issued and Issued and Issued and
Authorized Outstanding Authorized Outstanding Authorized Outstanding
---------- ----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Series A.. 1,668,166 1,645,944 1,668,166 1,645,944 1,668,166 1,625,944
Series B.. 763,450 -- 2,305,475 2,305,475 2,334,294 2,305,475
Series C.. -- -- -- -- 844,036 844,036
--------- --------- --------- --------- --------- ---------
2,431,616 1,645,944 3,973,641 3,951,419 4,846,496 4,775,455
========= ========= ========= ========= ========= =========
</TABLE>

The Company's mandatorily redeemable convertible preferred stockholders
have the option to require the Company to repurchase all of the preferred
shares upon written request (election) of at least 60% of the outstanding
shares of preferred holders. The shares shall be redeemed on the earlier of
February 28, 2002 or 180

F-12
<PAGE>

DIGITAL INSIGHT CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

days following the date of the election. Shares are to be redeemed from any
source of funds legally available at the redemption price of $2.70 per share
of Series A preferred stock, $3.47 per share of Series B preferred stock or
$10.00 per share of Series C preferred stock, as originally issued, plus all
declared but unpaid dividends, if any, through the redemption date.

Effective on the incorporation and Member Control Agreement date, March 18,
1997, Digital Insight LLC converted its members' capital balances to shares of
Series A preferred stock and common stock in accordance with the Member
Control Agreement. As a result, 481,500 and 5,000,000 shares of Series A
preferred stock and common stock, respectively, were issued.

In March 1997 the Company issued 1,164,444 shares of Series A preferred
stock for $2.70 per share. In February 1998, the Company issued 2,305,475
shares of Series B preferred stock for $3.47 per share. In May 1999, the
Company issued 844,036 shares of Series C preferred stock for $10.00 per
share.

Dividend rights

Dividends shall be paid, when and if declared by the Board of Directors, at
the rate of $0.24, $0.31, and $0.90 per share of the outstanding Series A,
Series B and Series C preferred stock, respectively, and shall be payable out
of funds legally available. No dividends have been declared to date.

Liquidation

Upon any voluntary or involuntary liquidation, dissolution or winding up of
the Company, the holders of the Series A, Series B, and Series C preferred
stock will be entitled to be paid, before any payment shall be made to the
common shareholders, an amount in cash or property equal to the sum of $2.70
per share of Series A preferred stock, $3.47 per share of Series B preferred
stock and $10.00 per share of Series C preferred stock, plus all accrued but
unpaid dividends.

Conversion right

Each share of preferred stock shall be convertible, at the option of the
holder, at any time after the date of issuance, into one share of common
stock, subject to adjustment. The preferred shares will automatically convert
into shares of common stock, at the then-applicable conversion price, upon the
closing of an underwritten public offering of the Company's common shares at a
price of not less than $8.68 per share and from which the gross proceeds to
the Company are not less than $20.0 million.

Voting rights

The holders of the preferred shares are entitled to the number of votes to
which they would be entitled if the preferred shares were converted into
common shares.

7. Notes Receivable from Stockholders

Effective October 23, 1997, under the Company's 1997 Stock Plan (the
"Option Plan"), two officers of the Company exercised their options to
purchase 309,250 shares each, of the Company's common stock. In consideration,
each officer executed a note payable to the Company for $93,000. The note is
payable at the earlier of ten years from the date of execution or 30 days
after termination. Interest is being charged at the rate of 7% per annum.
Interest income realized in 1998 and for the nine months ended September 30,
1999 on the loans was $15,000 and $11,000, (unaudited) respectively. The
officers have the option to prepay all or any portion of the principal or
interest without penalty.

F-13
<PAGE>

DIGITAL INSIGHT CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

8. Preferred Stock Warrants

In March 1997, the Company issued warrants to purchase 763,450 shares of
Series B preferred stock at an exercise price of $3.93 per share in
conjunction with the issuance of 1,111,100 shares of Series A preferred stock.
The warrants expired without being exercised on January 31, 1998.

On January 31, 1998, the Company issued a warrant to purchase 22,222 shares
of Series A preferred stock, at $2.70 per share, to a leasing company in
connection with the Company obtaining certain leases which were accounted for
as capitalized leases. The warrant issued is exercisable for a period of (i)
four years or (ii) two years from the effective date of the Company's initial
public offering, whichever is shorter. The value of the warrant using the
Black-Scholes option pricing model totaled $64,000. This value was recorded as
capital lease issue costs and is being amortized as additional interest costs
over the three year life of the capitalized leases. Accordingly, the Company
has recorded additional interest expense of $20,000 and $16,000 (unaudited) at
December 31, 1998 and September 30, 1999, respectively. The Company has
reserved 22,222 shares of Series A preferred stock for the exercise of this
warrant. The warrant was outstanding at December 31, 1998.

9. 1997 Stock Plan

The Company's 1997 Stock Plan (the "Plan") was approved by the Board of
Directors on August 11, 1997. Under the Plan, the maximum aggregate number of
shares which may be optioned and sold is 1,500,000 shares of common stock,
subject to adjustments upon changes in capitalization or merger. In February
1998, the Company adopted, and the Board of Directors and stockholders
approved, a resolution to increase the aggregate number of shares reserved for
options to 2,500,000 shares. Incentive and non-statutory stock options may be
granted to employees, and non-statutory stock options may be granted to
directors and consultants. Generally options granted under the Plan are fully
exercisable on and after the date of grant. Shares generally vest in monthly
installments over four years following the date of grant (as determined by the
Board of Directors), subject to the optionee's continuous service. However,
for first time grants, the initial vesting shall occur twelve months from the
vesting start date, at which time 25% of the shares will be vested. The
remaining shares are vested monthly over the remaining three years. Options
expire ten years from the date of grant with the exception of an incentive
stock option granted to an optionee who owns stock representing more than 10%
of the voting power of all classes of stock of the Company or any parent or
subsidiary, in which case the term of the option shall be five years. An
option shall generally terminate three months after termination of employment.
Options are generally granted at a fair market value determined by the Board
of Directors subject to the following:

(a) With respect to options granted to an employee or service provider
who, at the time of this grant owns stock representing more than 10% of the
voting power of all classes of stock of the Company or any parent or
subsidiary, the per share exercise price shall be no less than 110% of the
fair market value on the date of the grant.

(b) With respect to options granted to any employee or service provider
other than described in the preceding paragraph, the exercise price shall
be no less than 100% for incentive stock options and 85% for non-statutory
stock options of the fair market value on the date of the grant.

F-14
<PAGE>

DIGITAL INSIGHT CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

Stock option activity under the Plan was as follows:

Options Exercise Price
Outstanding Per share
----------- -------------
<S> <C> <C>
Granted......................................... 1,210,500 $ 0.30
Canceled........................................ (44,500) $ 0.30
Exercised....................................... (618,500) $ 0.30
--------- ------------
Balance December 31, 1997....................... 547,500 $ 0.30
Granted......................................... 996,000 $0.30-$ 1.00
Canceled........................................ (104,640) $0.30-$ 0.50
Exercised....................................... (2,656) $ 0.30
--------- ------------
Balance December 31, 1998....................... 1,436,204 $0.30-$ 1.00
Granted (unaudited)............................. 978,285 $1.75-$13.00
Canceled (unaudited)............................ (102,743) $0.30-$13.00
Exercised (unaudited)........................... (339,577) $0.30-$13.00
--------- ------------
Balance September 30, 1999 (unaudited).......... 1,972,169 $0.30-$13.00
========= ============
</TABLE>

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
- -------------------------------------------------- ----------------------
Weighted-
Average
Remaining
Contractual Weighted Weighted-
Exercise Life Average Average
Prices Shares (Years) Exercise Price Shares Exercise Price
-------- --------- ----------- -------------- ------- --------------
<S> <C> <C> <C> <C> <C>
$ 0.30 264,788 8.0 $ 0.30 74,510 $ 0.30
$ 0.50 183,038 8.7 $ 0.50 34,149 $ 0.50
$ 1.00 575,000 9.0 $ 1.00 --
$ 1.75 109,275 9.4 $ 1.75 6,928 $ 1.75
$ 2.25 401,285 9.5 $ 2.25 -
$ 9.00 166,533 9.5 $ 9.00 6,504 $ 9.00
$13.00 272,250 9.9 $13.00 1,083 $13.00
--------- --- ------ ------- ------
$0.30-$13.00 1,972,169 9.1 $ 3.49 123,174 $ 1.01
========= === ====== ======= ======
</TABLE>

On March 17, 1997, the Board of Directors approved and the Company entered
into a stock option agreement (the "Agreement") with an officer of the
Company. The Company reserved 106,700 shares of Series A preferred stock for
issuance upon the exercise of options at an exercise price of $2.70. These
options expired on March 28, 1997. Prior to the expiration of these options,
53,350 shares were exercised for an aggregate purchase price of $145,000. Had
compensation cost for these options granted been determined using the Black-
Scholes option pricing model under SFAS No. 123, the difference between the
Company's net loss as reported and as adjusted for the compensation cost for
the year ended December 31, 1997 would have been insignificant.

The Company has elected to follow APB Opinion No. 25, "Accounting for Stock
Issued to Employees" to account for its employee stock option plans. Under APB
No. 25, when the exercise price of the Company's employee stock options equals
or exceeds the fair value price of the underlying stock on the date of grant,
no compensation expense is recognized in the Company's financial statements.
The Company granted options at exercise prices based upon the fair value of
the underlying stock as determined by its Board of Directors. Subsequently, it
was determined that the Company had granted options in 1997, 1998 and the nine
months ended September 30, 1999 at exercise prices that were below the fair
value price of the underlying stock. Accordingly, the Company has recorded
deferred stock-based compensation of $1,809,000, $1,918,000 and $1,768,000
(unaudited) in the years ended December 31, 1997 and 1998 and the nine months
ended September 30, 1999,

F-15
<PAGE>

DIGITAL INSIGHT CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

respectively, based upon the intrinsic value of the options at the grant date.
The deferred stock-based compensation is being amortized to expense over the
vesting periods of the underlying options which is generally four years.

The fair value of each option grant is estimated on the date of grant using
the minimum value method as prescribed in SFAS 123. Assumptions used for
options granted during the year ended December 31, 1997 and 1998 were a risk-
free interest rate of 5.9% to 6.2%, and 4.6% to 5.8%, respectively, and a
weighted-average expected option term of four years.

The stock-based compensation cost associated with the Company's stock-based
compensation plan, determined using the minimum value method prescribed by
SFAS No. 123, did not result in a material difference from the reported net
loss for the years ended December 31, 1997 and 1998 and for the nine months
ended September 30, 1998 and 1999 (unaudited).

The minimum value method requires input of highly subjective assumptions,
changes in which could materially affect the fair value estimate. In addition,
the minimum value method is only allowed for non-public entities as public
entities are required to include an expected volatility factor in addition to
the factors described above. As a result, the effects on pro forma disclosures
of applying SFAS 123 are not likely to be representative of the effects on pro
forma disclosures of future years.

10. Employee Benefits

Effective September 1, 1998, the Company adopted a Defined Contribution
Profit Sharing Plan. This plan includes a 401(k) salary deferral plan. All
employees are eligible to participate in the plan after six months of
continued service. Contributions to the 401(k) are in the form of employee-
salary deferrals which are not subject to employer-matching contributions.

11. Commitments and Contingencies

The Company leases its facilities and certain equipment under noncancelable
operating leases. Rent expense under the operating leases was $46,000, $71,000
and $174,000 for the years ended December 31, 1996, 1997 and 1998,
respectively.

Future minimum lease payments under all noncancelable capitalized and
operating leases are as follows (in thousands):

<TABLE>
<CAPTION>
Year Ended December 31, Capital Operating
----------------------- ------- ---------
<S> <C> <C>
1999................................................... $ 80 $ 321
2000................................................... 80 401
2001................................................... 11 419
2002................................................... -- 438
2003................................................... -- 219
---- ------
Total minimum lease payments........................... 171 $1,798
======
Amounts representing interest.......................... 18
----
Present value of capitalized lease obligations......... 153
Less: current portion.................................. 71
----
Noncurrent portion of capitalized lease obligations.... $ 82
====
</TABLE>

F-16
<PAGE>

DIGITAL INSIGHT CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

In December 1997, the Company entered into a Business Continuity Services
Master Agreement, which provides backup capability. The agreement is for a
term of five years with monthly payments of $6,000. Future minimum payments
under the agreement are $71,000 for each of the five years beginning 1998
through 2002.

12. Subsequent Events

In January 1999, the Company entered into an Internet Data Center Services
Agreement to obtain redundant data center capabilities. The initial term of
the agreement is for one year and will automatically renew for additional one
year terms. Minimum payments under the agreement are $31,000 per month through
the initial term ending February 2000.

On March 1, 1999, the Company entered into a Master Lease Agreement (the
"Agreement") with a leasing company. The Agreement provides a line of credit
of $2,000,000 for capital equipment purchases with an additional $500,000
based upon attaining revenue targets. As a condition to the lessor for
entering into the Agreement, the Company issued a warrant to purchase 28,819
shares of Series B preferred stock at $3.47 per share. The warrant issued is
exercisable for a period of seven years. The value of the warrant using the
Black-Scholes option pricing model totaled $147,000. This value is being
recorded as capital lease issue costs and is being amortized as additional
interest costs over the three year life of the capitalized leases. As of May
13, 1999, the Company purchased approximately $493,000 of capital equipment
under the lease.

On March 30, 1999, the Board of Directors and stockholders approved a
resolution to increase the aggregate number of shares of common stock reserved
for options under the Company's 1997 Stock Plan to 3,000,000 shares.

In May 1999, the Company completed the private placement of 844,036 shares
of its Series C mandatorily redeemable convertible preferred stock at a price
per share of $10.00. Dividends shall be paid, when and if declared by the
Board of Directors, at the rate of $0.89 per share. Upon any voluntary or
involuntary liquidation, dissolution or winding up of the Company, the holders
of Series C preferred stock will be entitled to be paid, before any payments
shall be made to common stockholders, an amount in cash or property equal to
the sum of $10.00 per share. The Series C preferred stock shall be
convertible, at the option of the holder, at any time after the date of
issuance, into one share of common stock, subject to adjustment. The Series C
preferred stock is mandatorily redeemable and will automatically convert into
shares of common stock on the same terms as the Series A and B mandatorily
redeemable convertible preferred stock.

Subsequent Events (unaudited)

On June 21, 1999, the Board of Directors approved a resolution to increase
the number of shares of authorized common stock to 100,000,000 shares.
Additionally, the Board of Directors approved the creation of an undesignated
class of authorized preferred stock consisting of 5,000,000 shares.

On June 21, 1999, the Board of Directors approved a resolution to adopt the
1999 Stock Plan and reserved 1,500,000 shares of the Company's common stock
for issuance under this plan.

On June 21, 1999, the Board of Directors approved a resolution to adopt the
1999 Employee Stock Purchase Plan and reserved 300,000 shares of the Company's
common stock to be reserved for issuance under this plan.

On June 29, 1999, the Company repurchased 20,000 shares of Series A
mandatorily redeemable convertible preferred stock at $10.00 per share from a
former executive officer.

F-17
<PAGE>

DIGITAL INSIGHT CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)

On September 30, 1999, the Company entered into a Software License
Agreement with a software company whose CEO and director is also director of
the Company. The agreement is for the license of a customized software for
$1.5 million plus additional usage fees based on user volume.

On October 6, 1999, the Company completed its initial public offering by
issuing 4,025,000 shares of common stock (including the exercise of the
underwriter's over-allotment option) and realized proceeds, net of
underwriter's discounts, commissions and issuance costs, of $54.7 million. In
conjunction with the initial public offering, the Company's mandatorily
redeemable convertible preferred stock converted to common stock and all
warrants to purchase preferred stock became warrants to purchase common stock.
Simultaneous with the closing of the offering, the Company amended its
corporate bylaws and certificate of incorporation.

On November 21, 1999, the Company announced the signing of a definitive
agreement to acquire nFront, a publicly traded company. Under the terms of the
acquisition, which will be accounted for as a pooling of interests, the
Company will exchange approximately 8,253,071 shares of Digital Insight
Corporation common stock for approximately 14,254,008 shares of nFront common
stock. Additionally, the Company will convert approximately 1,017,821 nFront
stock options into approximately 589,318 Digital Insight Corporation stock
options. The acquisition is expected to be completed in the first quarter of
2000 and is subject to certain conditions, regulatory approval, and approval
by nFront stockholders. The Company expects to record a one-time charge in the
first quarter of 2000 relating to expenses incurred with this transaction.

nFront operating results for the period from June 17, 1996 (inception)
through June 30, 1997 and for the years ended June 30, 1997 and 1998 included
revenues of approximately $851,000, $1.1 million and $5.0 million,
respectively, and net income for the period from June 17, 1996 (inception)
through June 30, 1997 of $49,000 and net losses for the years ended June 30,
1997 and 1998 of approximately $559,000 and $3.7 million, respectively.

F-18
<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders
nFront, Inc.

We have audited the accompanying balance sheets of nFront, Inc. (the
"Company") as of June 30, 1998 and 1999 and the related statements of
operations, redeemable convertible preferred stock and stockholders' equity
(deficit) and cash flows for the period from June 17, 1996 (inception) through
June 30, 1997, and for the two years in the period ended June 30, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of nFront, Inc. at June 30,
1998 and 1999 and the results of its operations and its cash flows for the
period from June 17, 1996 (inception) through June 30, 1997, and for the two
years in the period ended June 30, 1999 in conformity with generally accepted
accounting principles.

/s/ Ernst & Young LLP

Atlanta, Georgia
July 28, 1999

F-19
<PAGE>

nFRONT, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
June 30, June 30, September 30,
1998 1999 1999
---------- ----------- -------------
(Unaudited)
ASSETS

<S> <C> <C> <C>
Current assets:
Cash and cash equivalents............ $2,521,384 $ 128,434 $25,352,238
Accounts receivable.................. 213,118 2,047,915 2,663,332
Prepaid expenses..................... 2,811 41,859 275,121
Other current assets................. -- -- 429,957
Refundable income taxes.............. 51,850 47,198 --
---------- ----------- -----------
Total current assets............... 2,789,163 2,265,406 28,720,648
Property and equipment:
Projects in progress................. -- 358,107 2,534,966
Leasehold improvements............... -- 32,342 47,172
Software............................. -- 420,741 463,402
Furniture and fixtures............... 197,541 353,421 417,200
Equipment............................ 54,199 878,624 1,124,328
---------- ----------- -----------
251,740 2,043,235 4,587,068
Less accumulated depreciation........ (47,506) (198,218) (311,315)
---------- ----------- -----------
204,234 1,845,017 4,275,753
Other assets........................... 4,731 984,803 42,292
---------- ----------- -----------
Total assets....................... $2,998,128 $ 5,095,226 $33,038,693
========== =========== ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Current portion of long-term debt.... $ -- $ 777,880 $ --
Accounts payable..................... 86,446 1,412,884 1,518,583
Accrued liabilities.................. 191,195 1,840,588 1,153,059
Deferred revenue..................... 554,317 1,331,847 1,897,373
---------- ----------- -----------
Total current liabilities.......... 831,958 5,363,199 4,569,015
Long-term debt, net of current
portion............................... -- 307,566 --
Redeemable convertible preferred stock,
no par value, 10,000,000 shares
authorized; issuable in series: Series
A -- 255,885; 255,885, and 0
(unaudited) shares authorized, issued
and outstanding liquidation preference
of $2,782,873 at June 30, 1999........ 2,375,561 2,648,442 --
Stockholders' deficit:
Common stock, no par value; 70,000,000
shares authorized; 8,132,993, and
8,661,867 and 14,196,152 (unaudited)
shares issued and outstanding......... 265,642 642,761 34,900,130
Subscription receivable.............. (777) -- --
Accumulated deficit.................. (474,256) (3,866,742) (6,430,452)
---------- ----------- -----------
Total stockholders' deficit........ (209,391) (3,223,981) 28,469,678
---------- ----------- -----------
Total liabilities and stockholders'
deficit........................... $2,998,128 $ 5,095,226 $33,038,693
========== =========== ===========
</TABLE>

See accompanying notes.

F-20
<PAGE>

nFRONT, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Period from
June 17, 1996 Three Months Ended
(inception) Year Ended June 30, September 30,
through ----------------------- -----------------------
June 30, 1997 1998 1999 1998 1999
------------- ---------- ----------- ---------- -----------
(unaudited)
<S> <C> <C> <C> <C> <C>
Revenues:
Implementation fees... $ 358,245 $ 722,859 $ 3,158,904 $ 481,677 $ 1,507,773
Monthly service fees.. 34,263 185,283 1,446,092 132,706 884,514
Other................. 458,643 174,287 360,596 12,014 126,699
---------- ---------- ----------- ---------- -----------
Total revenues........ 851,151 1,082,429 4,965,592 626,397 2,518,986
Operating expenses:
Cost of
implementation....... 246,544 346,054 1,073,484 211,823 527,404
Cost of Internet
banking data center.. 61,681 96,732 455,748 47,085 332,531
Selling and
marketing............ 194,450 568,928 3,170,714 260,471 2,432,709
Product development... 106,429 170,419 1,173,696 146,881 693,960
General and
administrative....... 157,274 440,099 2,371,784 363,640 1,333,377
Depreciation.......... 13,780 33,726 150,712 16,048 113,097
---------- ---------- ----------- ---------- -----------
Total operating
expenses............... 780,158 1,655,958 8,396,138 1,045,948 5,433,078
---------- ---------- ----------- ---------- -----------
Operating income
(loss)................. 70,993 (573,529) (3,430,546) (419,551) (2,914,092)
Other (income) expense:
Interest income....... (3,672) (26,692) (72,511) (26,186) (352,964)
Interest expense...... -- 2,084 34,451 518 2,582
---------- ---------- ----------- ---------- -----------
(3,672) (24,608) (38,060) (25,668) (350,382)
---------- ---------- ----------- ---------- -----------
Income (loss) before
income taxes........... 74,665 (548,921) (3,392,486) (393,883) (2,563,710)
Income tax expense
(benefit).............. 25,925 (25,925) -- -- --
---------- ---------- ----------- ---------- -----------
Net income (loss)....... 48,740 (522,996) (3,392,486) (393,883) (2,563,710)
Accretion on redeemable
convertible preferred
stock.................. -- (35,733) (272,881) (68,220) --
---------- ---------- ----------- ---------- -----------
Net income (loss)
attributable to common
stock.................. $ 48,740 $ (558,729) $(3,665,367) $ (462,103) $(2,563,710)
========== ========== =========== ========== ===========
Net income (loss) per
common share-- basic
and diluted............ $ 0.01 $ (0.07) $ (0.43) $ (0.06) $ (0.18)
========== ========== =========== ========== ===========
Weighted average shares
outstanding-- basic and
diluted................ 5,079,167 8,033,223 8,543,501 8,209,941 14,135,997
========== ========== =========== ========== ===========
Unaudited pro forma net
loss per share-- basic
and diluted............ $ (0.06) $ (0.32)
========== ===========
Unaudited pro forma
weighted average shares
outstanding--basic and
diluted................ 8,300,746 10,577,786
========== ===========
</TABLE>

See accompanying notes.

F-21
<PAGE>

nFRONT, INC.

STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK
AND STOCKHOLDERS' EQUITY (DEFICIT)

Period from June 17, 1996 (inception) through June 30, 1997,
for the Years Ended June 30, 1998 and 1999
and for the Three Months Ended September 30, 1999 (unaudited)

<TABLE>
<CAPTION>
Redeemable
Convertible Total
Preferred Stock Common Stock Retained Stockholders'
-------------------- ---------------------- Subscription Earnings Equity
Shares Amount Shares Amount Receivable (Deficit) (Deficit)
-------- ---------- ---------- ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at June 17, 1996
(inception)............ -- $ -- -- $ -- $ -- $ -- $ --
Proceeds from issuance
of common stock....... -- -- 7,950,000 1,375 (1,375) -- --
Payment of stock
subscription
receivable............ -- -- -- -- 500 -- 500
Net income.............. -- -- -- -- -- 48,740 48,740
-------- ---------- ---------- ----------- ------ ----------- -----------
Balance at June 30,
1997................... 7,950,000 1,375 (875) 48,740 49,240
Proceeds from issuance
of common stock....... -- -- 182,993 300,000 -- -- 300,000
Proceeds from the
issuance of redeemable
convertible preferred
stock net of issuance
costs of $160,172..... 255,885 2,339,828 -- -- -- -- --
Accretion on redeemable
convertible preferred
stock................. -- 35,733 -- (35,733) -- -- (35,733)
Payment of stock
subscription
receivable............ -- -- -- -- 98 98
Net loss............... -- -- -- -- -- (522,996) (522,996)
-------- ---------- ---------- ----------- ------ ----------- -----------
Balance at June 30,
1998................... 255,885 2,375,561 8,132,993 265,642 (777) (474,256) (209,391)
Proceeds from issuance
of common stock....... 528,874 650,000 -- -- 650,000
Accretion on redeemable
convertible preferred
stock................. -- 272,881 (272,881) -- -- (272,881)
Payment of stock
subscription
receivable............. -- -- -- -- 777 -- 777
Net loss................ -- -- -- -- -- (3,392,486) (3,392,486)
-------- ---------- ---------- ----------- ------ ----------- -----------
Balance at June 30,
1999................... 255,885 2,648,442 8,661,867 642,761 -- (3,866,742) (3,223,981)
Conversion of Series A
redeemable convertible
preferred stock to
common stock
(unaudited)............ (255,885) (2,648,442) 2,034,285 2,648,442 2,648,442
Issuance of common stock
pursuant to initial
public offering
(unaudited)............ -- 3,500,000 31,608,927 -- -- 31,608,927
Net loss (unaudited).... -- (2,563,710) (2,563,710)
-------- ---------- ---------- ----------- ------ ----------- -----------
Balance at September 30,
1999 (unaudited)....... -- $ -- 14,196,152 $34,900,130 -- $(6,430,452) $28,469,678
======== ========== ========== =========== ====== =========== ===========
</TABLE>

See accompanying notes.

F-22
<PAGE>

nFRONT, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Period from
June 17, 1996 Three Months Ended
(inception) Year Ended June 30, September 30,
through ----------------------- -----------------------
June 30, 1997 1998 1999 1998 1999
------------- ---------- ----------- ---------- -----------
(unaudited)
<S> <C> <C> <C> <C> <C>
Operating activities:
Net income (loss)........................... $ 48,740 $ (522,996) $(3,392,486) $ (393,883) $(2,563,710)
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities:
Depreciation............................... 13,780 33,726 150,712 16,048 113,097
Changes in operating assets and liabilities:
Accounts receivable........................ (37,793) (175,325) (1,834,797) (340,815) (615,417)
Prepaid expenses and other assets.......... (3,405) (4,137) (39,048) (71,071) 279,292
Income taxes............................... 25,925 (51,850) 4,652 -- 47,198
Accounts payable........................... (3,110) (20,355) 1,326,438 110,208 105,699
Accrued liabilities........................ 213,900 (22,705) 1,649,393 13,133 (687,529)
Deferred revenue........................... 32,404 521,913 777,530 140,116 565,526
-------- ---------- ----------- ---------- -----------
Net cash provided by (used in) operating
activities.............................. 290,441 (241,729) (1,357,606) (526,264) (2,755,844)
Investing activities:
Purchase of property and equipment.......... (47,416) (120,338) (1,791,495) (208,014) (2,543,833)
-------- ---------- ----------- ---------- -----------
Net cash used in investing activities....... (47,416) (120,338) (1,791,495) (208,014) (2,543,833)
Financing activities:
Proceeds from stockholder loan.............. -- 90,000 777 -- --
Repayment of stockholder loan............... -- (90,000) -- -- --
Proceeds from bank credit facility.......... -- -- 1,835,446 310,000 --
Repayment of bank credit facility........... -- -- (750,000) -- (1,085,446)
Proceeds from issuance of preferred stock... -- 2,339,828 -- -- --
Proceeds from issuance of common stock...... 500 300,098 650,000 600,000 35,000,000
Increase in stock offering costs............ -- -- (980,072) (3,391,073)
-------- ---------- ----------- ---------- -----------
Net cash provided by financing
activities.............................. 500 2,639,926 756,151 910,000 30,523,481
-------- ---------- ----------- ---------- -----------
Net increase (decrease) in cash and cash
equivalents................................ 243,525 2,277,859 (2,392,950) 175,722 25,223,804
Cash and cash equivalents at the beginning
of the period.............................. -- 243,525 2,521,384 2,521,384 128,434
-------- ---------- ----------- ---------- -----------
Cash and cash equivalents at the end of the
period..................................... $243,525 $2,521,384 $ 128,434 $2,697,106 $25,352,238
======== ========== =========== ========== ===========
Supplemental disclosure of non-cash investing
and financing activity:
Assets acquired in exchange for programming
services................................... $ 83,986 $ -- $ -- $ -- $ --
======== ========== =========== ========== ===========
Supplemental cash flow information:
Cash paid for interest...................... $ -- $ -- $ 30,128 $ -- $ 3,955
======== ========== =========== ========== ===========
Cash paid for income taxes.................. $ -- $ 51,850 $ -- $ -- $ --
======== ========== =========== ========== ===========
</TABLE>

See accompanying notes.

F-23
<PAGE>

nFRONT, INC.

NOTES TO FINANCIAL STATEMENTS

June 30, 1999

1. Summary of Significant Accounting Policies

Basis of Presentation

nFront, Inc. (the "Company") was incorporated on June 17, 1996 (date of
inception). As the Company had minimal activity between the date of inception
and June 30, 1996, the statements of operations, stockholders' equity
(deficit) and cash flows for the period ended June 30, 1997 include the period
June 17, 1996 to June 30, 1996. The Company's normal operating cycle is twelve
months.

Description of Business

The Company provides full-service Internet banking solutions to small to
mid-sized banks. The solutions provided by the Company include development and
implementation services, web site design, maintenance and hosting, customer
service training and support, and marketing consulting.

Use of Estimates

The preparation of the Company's financial statements in conformity with
generally accepted accounting principles required management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates and such differences may be
material to the financial statements.

Cash and Cash Equivalents

The Company considers unrestricted, highly liquid investments with initial
maturities of less than three months to be cash equivalents.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of assets ranging
from three to seven years. Repairs and maintenance are charged to expense as
incurred.

Product Development Costs

Statement of Financial Accounting Standards ("SFAS") No. 86, "Accounting
for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed,"
requires the capitalization of certain software development costs subsequent
to the establishment of technological feasibility. Based upon the Company's
product development process, technological feasibility is established upon the
completion of a working model. Costs incurred by the Company between
completion of a working model and the point at which the product is ready for
general release have been insignificant.

Revenue Recognition

The Company earns revenue from implementation fees, monthly user and
transaction fees and marketing and training support materials and services.

The non-refundable implementation fee, which is billable to the client bank
when the contract is executed, is recognized as revenue ratably over the
implementation period, which currently averages approximately three

F-24
<PAGE>

nFRONT, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

months. The Company's implementation costs are generally incurred ratably over
the implementation period. The Company records the unrecognized portion of
billable implementation fees as deferred revenue. Revenue from monthly user
fees and transaction fees are recognized monthly based on the number of users
with accounts on the bank's Internet branch at the end of the month and the
transactions occurring during the month. The service contracts with the banks
are typically five year exclusive agreements. The revenue from marketing and
training support materials and services is recognized at the time the
materials are delivered or the services are provided.

In October 1997, the American Institute of Certified Public Accountants
issued Statement of Position (SOP) 97-2, "Software Revenue Recognition." SOP
97-2 was effective July 1, 1998 and generally requires revenue earned on
software arrangements involving multiple elements such as software products,
upgrades, enhancements, post-contract customer support, installation and
training to be allocated to each element based on the relative fair values of
the elements. There was no material change to the Company's accounting for
revenue as a result of the adoption of SOP 97-2.

Advertising

The Company expenses the cost of advertising as incurred. Advertising
expense was $5,116, $59,710 and $490,936 for the period from June 17, 1996
(inception) through June 30, 1997, and for the years ended June 30, 1998 and
1999, respectively.

Stock Based Compensation

SFAS No. 123, Accounting for Stock Based Compensation ("SFAS 123"), sets
forth accounting and reporting standards for stock based employee compensation
plans. As permitted by SFAS 123, the Company accounts for stock option grants
in accordance with APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations ("APB 25"). Under APB 25, no
compensation expense is recognized for stock options granted to employees at
fair market value. To date, all of the Company's stock option grants have been
made with an option exercise price equal to or greater than the fair market
value of the underlying common stock and, accordingly, no compensation expense
has been recognized.

Fair Value of Financial Instruments

Financial instruments which potentially expose the Company to
concentrations of credit risk consist primarily of cash and cash equivalents
and accounts receivable. The carrying amounts reported in the balance sheet
for cash and cash equivalents and accounts receivable approximate their fair
values.

Concentration of Credit Risk

The Company's revenues are primarily derived from companies located in the
United States. The Company performs periodic credit evaluations of its
customers' financial condition and does not require collateral. The Company
provides for estimated credit losses at the time of sale.

The Company's largest customers comprised the following percentages of
total revenues:

<TABLE>
<CAPTION>
Period from Year
June 17, 1996 Ended
(inception) June 30,
through ----------
June 30, 1997 1998 1999
------------- ---- ----
<S> <C> <C> <C>
Client bank........................................ 57% 14% --
Strategic alliance partner......................... -- -- 29%
</TABLE>

F-25
<PAGE>

nFRONT, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Accounts receivable from three client banks totaled approximately $110,000
as of June 30, 1998. Accounts receivable from a strategic alliance partner
totaled approximately $303,000 as of June 30, 1999.

Reclassifications

Certain amounts in the financial statements for the period from June 17,
1996 (inception) through June 30, 1997 and for the year ended June 30, 1998
have been reclassified to conform to the presentation for the year ended June
30, 1999.

Interim Financial Information (unaudited)

The accompanying interim financial statements as of September 30, 1999 and
for the three months ended September 30, 1998 and 1999 are unaudited. In the
opinion of management, the unaudited interim financial statements have been
prepared on the same basis as the annual audited financial statements and
reflect all adjustments, which include only normal recurring adjustments,
necessary to present fairly the Company's financial position as of September
30, 1999 and its results of operations and its cash flows for the three months
ended September 30, 1998 and 1999. The results for the three months ended
September 30, 1999 are not necessarily indicative of the results that may be
expected for the year ending June 30, 2000.

New Accounting Pronouncements

Effective July 1, 1998, the Company adopted SFAS No. 130, "Reporting for
Comprehensive Income," ("SFAS 130"). SFAS 130 requires disclosures of
components of non-stockholder changes in equity in interim periods and
additional disclosures of components of non-stockholder changes in equity on
an annual basis. Adoption of SFAS 130 had no impact on the Company's results
of operations or financial position.

In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," ("SFAS
131"). The Company adopted SFAS 131 effective July 1, 1998. The adoption of
this standard did not have a material effect on the Company's financial
statement disclosures.

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", ("SFAS 133").
SFAS 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, (collectively referred to as derivatives), and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. The standard is effective for all fiscal quarters
of all fiscal years beginning after June 15, 2000. The standard is not
expected to have a significant impact on the Company's financial statements.

In March 1998, the AICPA issued Statement of Position 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use" ("SOP
98-1"). The Company will adopt SOP 98-1 effective July 1, 1999. The Company
has not completed its evaluation of the impact of adopting SOP 98-1 but does
not expect the adoption to have a material effect on its financial position or
results of operations.

2. Lease Commitments

The Company leases office facilities and certain equipment under separate
operating lease agreements which expire at various dates through 2003. The
Company has the option to renew the office facilities lease for an additional
five years through 2008. Rental expense under these operating leases was
$25,097, $52,361 and

F-26
<PAGE>

nFRONT, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

$232,792 for the period from June 17, 1996 (inception) through June 30, 1997
and for the years ended June 30, 1998 and 1999, respectively. Future
commitments under noncancelable operating leases outstanding as of June 30,
1999 are as follows:

<TABLE>
<CAPTION>
Operating Lease
Year Payments
---- ---------------
<S> <C>
2000....................................................... $ 286,230
2001....................................................... 241,474
2002....................................................... 231,759
2003....................................................... 223,251
2004....................................................... 37,392
Thereafter................................................. --
----------
$1,020,106
==========
</TABLE>

3. Long Term Debt

In August 1998, the Company entered into a loan agreement with a bank under
which it could borrow up to $750,000. Amounts borrowed under this agreement
were charged interest at the bank's prime rate plus 1% per annum. This loan
was repaid as of June 30, 1999.

On April 22, 1999, the Company executed a senior subordinated debenture
agreement with a stockholder under which the Company may borrow up to $5.0
million through the earlier of April 22, 2000 or the closing of an
underwritten public offering of the Company's common stock. Unanimous approval
of the Company's Board of Directors is required to borrow in excess of $3
million under the agreement. Interest on any borrowings under the senior
subordinated debenture accrues at the prime rate plus 3% per annum, payable at
maturity. In exchange for the stockholder's commitment under this agreement,
the Company agreed to issue a three-year warrant to purchase shares of common
stock, the number of shares and exercise price of which were determined by
reference to the price per share in the initial public stock offering. Based
on the price per share in the initial public stock offering, the warrant
entitles the stockholder to purchase 50,000 shares of common stock at
$10.00 per share.

On June 17, 1999, the Company entered into a loan agreement which is
comprised of a $4,425,000 revolving line of credit (the "Line"), which bears
interest at Libor plus 1.75% per annum and a $575,000 term loan (the "Loan"),
which bears interest at the Prime Rate plus 1.0% per annum. The Line is due on
the earliest to occur of: (i) December 31, 1999; (ii) the consummation of a
public offering of the Company's common stock; or (iii) 25 days after request
for payment made by the lender. The Loan is due in 26 equal monthly
installments commencing on July 15, 1999. The Line and the Loan are secured by
substantially all of the assets of the Company and the Company used the
proceeds of the Loan to repay long-term debt. As of June 30, 1999, the
outstanding borrowings under the Line and the Loan were $512,500 and $572,946,
respectively. All outstanding borrowings under this loan agreement were repaid
in July 1999 using proceeds from the initial public stock offering. As a
result of the consummation of the initial public stock offering, this loan
agreement is no longer in existence.

4. Common Stock

On January 14, 1998, the Company declared a fifty-for-one stock split of
the Company's common stock. On September 16, 1998, the Company declared a
three-for-one stock split of the Company's common stock. On May 28, 1999, the
Company declared a 2.65 for 1 stock split of the Company's common stock. All
common stock, option and warrant information, weighted average shares and
earnings per share information has been retroactively restated to reflect the
common stock splits.

F-27
<PAGE>

nFRONT, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

As of June 30, 1999, the Company has reserved 4,523,185 shares of common
stock for future issuance upon the conversion of Series A Redeemable
Convertible Preferred Stock into common stock, issuance of common stock under
the Employee Stock Purchase Plan and upon the exercise of options to purchase
common stock.

On April 21, 1999, the Company's Board of Directors increased the number of
authorized capital stock from 5,000,000 to 70,000,000 shares of common stock
and from 1,000,000 to 10,000,000 shares of preferred stock.

5. Redeemable Convertible Preferred Stock

In May, 1998, the Company entered into an agreement to sell 255,885 shares
of Series A Redeemable Convertible Preferred Stock (Series A) for $9.77 per
share. In connection with the sale of Series A, the Company paid a fee of
$125,000 to an investment banking company controlled by one of the Company's
directors. This fee was recorded as an issuance cost.

The holders of Series A have the right to convert all or part of the shares
of Series A into common stock initially on a one-for-one basis subject to
certain conversion ratio adjustments should the price of the common stock for
any transaction subsequent to the agreement be lower than $9.77 per share or
automatically if the Company completes an initial public offering at a
specified price per share of common stock which results in aggregate gross
proceeds of not less than $15.0 million. As a result of stock splits
subsequent to the issuance of the Series A, the Series A conversion price has
been reduced to $1.23 per share which results in a conversion ratio of 7.95-
for-one. The holders of Series A vote together with the holders of common
stock as a single class on all actions to be taken by the stockholders of the
Company. The redemption price of the Series A is equal to the original
issuance price of the Series A plus a 10% compound annual rate of return. The
carrying amount of Series A is being increased by periodic accretions so that
its carrying amount will equal the redemption amount at the redemption date.

On July 2, 1999, in connection with the closing of the Company's initial
public stock offering, the Series A was converted into common stock.
Redeemable convertible preferred stock and stockholders' deficit are presented
below on an unaudited pro forma basis as of June 30, 1999 as if the conversion
of the outstanding Series A into 2,034,285 shares of the Company's common
stock had taken place at June 30, 1999:

<TABLE>
<S> <C>
Redeemable convertible preferred stock........................ $ --
Stockholders' deficit:
Common stock, 10,696,152 pro forma shares issued and
outstanding................................................ 3,291,203
Accumulated deficit......................................... (3,866,742)
-----------
Total stockholders' deficit................................... $ (575,539)
===========
</TABLE>

6. Stock Incentive Plans

Employee Stock Incentive Plan

In January 1998, the Company's Board of Directors approved a stock
incentive plan whereby shares of the Company's common stock were reserved for
grants to employees of the Company. At June 30, 1999, there were 2,188,900
shares available for grant under the employee stock incentive plan. Options
granted under the plan generally vest over a four year period and expire 10
years from the date of grant.

F-28
<PAGE>

nFRONT, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

A summary of the Company's stock options granted to employees, and related
information for the fiscal year ended June 30, 1999 follows:

<TABLE>
<CAPTION>
Weighted
Number of Average
Options Exercise Price
--------- --------------
<S> <C> <C>
Outstanding at June 30, 1998..................... -- $ --
Granted........................................ 1,022,415 1.71
Canceled....................................... (2,402) 1.78
--------- -----
Outstanding at June 30, 1999..................... 1,020,013 $1.71
========= =====
Exercisable at June 30, 1999..................... 31,137 $1.23
========= =====
Weighted average fair value of options granted
during year..................................... $ 0.41
=========
</TABLE>

The following table summarizes information about stock options outstanding
at June 30, 1999:

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
-------------------------------- --------------------
Weighted
Number Average Weighted Number Weighted
Outstanding Remaining Average Exercisable Average
at June 30, Contractual Exercise at June 30, Exercise
Range of Exercise Prices 1999 Life Price 1999 Price
------------------------ ----------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C>
$1.23................... 959,782 9.25 Years $1.23 31,137 $1.23
$8.98-$10.00............ 60,231 9.84 Years $9.42 -- --
--------- ------
1,020,013 9.28 Years $1.71 31,137 $1.23
========= ======
</TABLE>

Pro forma information regarding net income (loss) per share is required by
SFAS 123, and has been determined as if the Company had accounted for its
employee stock options under the fair value method. The fair value of these
options was estimated at the date of grant using the Minimum Value option
pricing model with the following weighted-average assumptions for the fiscal
year ended June 30, 1999: risk-free interest rates of 5.39%; no dividend
yields; and a weighted-average expected life of an option of 5 years.
The Minimum Value option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions. Because the Company's employee stock
options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the
fair value of its employee stock options.

For purposes of pro forma disclosures, the estimated fair value of the
options granted to employees is amortized to expense over the vesting period.
The Company's pro forma information follows:

<TABLE>
<CAPTION>
Year Ended
June 30,
1999
-----------
<S> <C>
SFAS 123 pro forma net loss.................................. $(3,724,094)
===========
SFAS 123 pro forma loss per share............................ $ (0.44)
===========
</TABLE>

F-29
<PAGE>

nFRONT, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

Director Stock Option Plan

On April 21, 1999, the Company's Board of Directors approved the Company's
Director Stock Option Plan and has reserved 200,000 shares of the Company's
common stock for issuance under the plan. As of June 30, 1999, there have been
no options granted under this plan.

Employee Stock Purchase Plan

On May 25, 1999, the Company's Board of Directors approved the nFront, Inc.
Employee Stock Purchase Plan which, subject to certain terms and conditions,
will allow employees to purchase common stock through payroll deductions for
85% of the fair market value of the common stock. Upon adoption, 100,000
shares of common stock were reserved for issuance under the plan, and the
number of shares available for issuance under the plan shall automatically
increase on the last trading day of each fiscal year, beginning with the
fiscal year ending June 30, 2000, by a number of shares equal to one-quarter
percent (0.25%) of the total number of shares of common stock outstanding.

7. Warrants

During January 1998, the Company entered into a transaction with a reseller
of the Company's services to purchase 182,993 shares of the Company's common
stock at $1.63 per share in cash. In connection with this transaction, the
Company agreed to issue warrants to purchase shares of common stock based on
the number of customer contracts the reseller is able to enter into prior to
September 30, 1998 and January 1, 2000. The reseller did not enter into the
required number of contracts at the September 30, 1998 target date. If the
reseller enters into a certain number of contracts prior to January 1, 2000,
then the reseller will receive up to 114,988 warrants to purchase common stock
at $1.63 per share. Any issued and unexercised warrants will expire on
September 30, 2001. The value of the warrants will be determined when it is
probable that the reseller will enter into the target number of contracts.

8. Income Taxes

The income tax provision (benefit) consists of the following:

<TABLE>
<CAPTION>
Period from
June 17, 1996 Year Ended
(inception) June 30,
through ---------------
June 30, 1997 1998 1999
------------- -------- -----
<S> <C> <C> <C>
Current:
Federal...................................... $19,448 $(19,448) $ --
State........................................ 6,477 (6,477) --
------- -------- -----
$25,925 $(25,925) $ --
======= ======== =====
</TABLE>

F-30
<PAGE>

nFRONT, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

A reconciliation of the provision for income taxes (benefit) to the federal
statutory rate is as follows:

<TABLE>
<CAPTION>
Period from
June 17, 1996
(inception) Year Ended June 30,
through ----------------------
June 30, 1997 1998 1999
------------- --------- -----------
<S> <C> <C> <C>
Tax at statutory rate................. $18,146 $(208,479) $(1,289,145)
Permanent differences................. 7,779 (5,089) 6,214
Other................................. -- 8,800 (14,369)
Valuation allowance................... -- 168,665 1,297,300
------- --------- -----------
$25,925 $ (25,925) $ --
======= ========= ===========
</TABLE>

Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's deferred tax liabilities and assets are as follows:

<TABLE>
<CAPTION>
June 30,
----------------------
1998 1999
--------- -----------
<S> <C> <C>
Deferred tax assets:
Net operating loss................................. $ 173,858 $ 1,533,370
Other.............................................. -- 19,488
--------- -----------
Total deferred tax assets............................ 173,858 1,552,858
Deferred tax liabilities:
Depreciation....................................... (5,193) (86,893)
--------- -----------
Total deferred tax liabilities....................... (5,193) (86,893)
--------- -----------
Valuation allowance.................................. (168,665) (1,465,965)
--------- -----------
Net deferred taxes................................... $ -- $ --
========= ===========
</TABLE>

For federal income tax purposes at June 30, 1999, the Company has net
operating loss carryforwards of approximately $4.0 million, of which
approximately $.5 million and $3.5 million begin expiring in 2013 and 2019,
respectively. Utilization of the Company's net operating loss carryforwards
could become subject to annual limitation due to the "change of ownership"
provisions of the Internal Revenue Code and similar state provisions. For
financial reporting purposes, a valuation allowance has been recognized to
reduce net deferred tax assets to zero due to uncertainties with respect to
the Company's ability to realize the benefit of net deferred income tax
assets.

9. 401(k) Plan

In April, 1998, the Company adopted the nFront, Inc. Retirement Plan (the
"Plan"), which qualifies under Section 401(k) of the Internal Revenue Code.
Employees are eligible to participate in the plan after three months of
service. Participants may contribute a percentage of their base salaries up to
the maximum allowable under Section 401(k). Contributions made to the Plan by
the Company are discretionary. No employer contributions to the Plan have been
made through June 30, 1999.

10. Related Party Transactions

In January 1997, the Company entered into an agreement with a company owned
by certain principal shareholders of the Company whereby the Company would
obtain certain furniture and equipment in exchange for programming services.
The parties valued these assets at $83,986 and the obligation was satisfied
upon the

F-31
<PAGE>

nFRONT, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

provision of $9,901 and $74,085 of programming services in the period from
June 17, 1996 (inception) through June 30, 1997 and year ended June 30, 1998.

In October 1997, the Company loaned a stockholder $20,000, which was repaid
in February 1998. The loan was unsecured and bore interest at 10.5% per annum.

During the period from October 1997 through January 1998, the Company
borrowed $90,000 from its Chief Executive Officer. The loans were unsecured
and bore interest at 10.5% per annum, and were repaid in February 1998.

One of the Company's shareholders is a reseller of the Company's services.
During the year ended June 30, 1998 this reseller accounted for $136,872 of
the Company's revenues. There were no revenues from this reseller during the
fiscal year ended June 30, 1999.

11. Net Income (Loss) Per Share

Net income (loss) per share has been computed in accordance with SFAS 128
which requires disclosure of basic and diluted earnings per share. Basic
earnings per share excludes any dilutive effects of options, warrants and
convertible securities. Diluted earnings per share includes the impact of
potentially dilutive securities. Potentially dilutive options to purchase
1,020,013 shares of common stock with a weighted average exercise price of
$1.74 per share outstanding at June 30, 1999 and 2,034,285 common shares
issuable upon conversion of the redeemable convertible preferred stock were
not included in the computation of historical diluted loss per share for the
periods outstanding because the Company reported a loss and, therefore, the
effect would be anti-dilutive. There were no potentially dilutive securities
outstanding during the period from June 17, 1996 (inception) through June 30,
1997 and for the fiscal year ended June 30, 1998.

Net Loss Per Share (Unaudited)

Potentially dilutive options to purchase 1,047,951 shares of common stock
with a weighted average exercise price of $2.05 per share outstanding at
September 30, 1999 and 846,630 shares of common stock with a weighted average
exercise price of $1.23 per share outstanding at September 30, 1998 along with
2,034,285 common shares issuable upon conversion of the redeemable convertible
preferred stock at September 30, 1998 were not included in the computation of
historical diluted loss per share for the periods outstanding because the
Company reported a loss and, therefore, the effect would be anti-dilutive.

F-32
<PAGE>

nFRONT, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

The following table sets forth the reconciliation of the numerators of the
basic and diluted income (loss) per share:

<TABLE>
<CAPTION>
Period from Three Months
June 17, 1996 Ended
(inception) Year Ended June 30, September 30,
through -------------------- -------------
June 30, 1997 1998 1999 1999
------------- --------- --------- -------------
<S> <C> <C> <C> <C>
Historical:
Net income (loss)........... $ 48,740 $(522,996) $ 48,740 $(2,563,710)
Accretion on redeemable
convertible preferred
stock...................... -- (35,733) -- --
--------- --------- --------- -----------
Net income (loss)
attributable to common
stock...................... $ 48,740 $(558,729) $ 48,740 $(2,563,710
========= ========= ========= ===========
Net income (loss) per common
share--basic and diluted... $ 0.01 (0.07) $ 0.01 $ (0.18)
========= ========= ========= ===========
Weighted average shares
outstanding--basic and
diluted.................... 5,079,167 8,033,223 5,079,167 14,135,997
========= ========= ========= ===========
Unaudited pro forma:
Net income (loss)........... $ 48,740 $(522,996) $ 48,740
========= ========= =========
Weighted average shares
outstanding--basic and
diluted (from above)....... 5,079,167 8,033,223 5,079,167
Adjustment to reflect
assumed conversion of
preferred stock from the
date of issuance........... -- 267,523 --
--------- --------- ---------
Unaudited pro forma weighted
average shares
outstanding--basic and
diluted.................... 5,079,167 8,300,746 5,079,167
========= ========= =========
Unaudited pro forma net
income (loss) per share--
basic and diluted.......... $ 0.01 $ (0.06) $ 0.01
========= ========= =========
</TABLE>

12. Subsequent Events

The Company received the proceeds from its initial public stock offering of
3.5 million shares of common stock on July 2, 1999. The offering price was
$10.00 per share and raised approximately $32.5 million in new capital, net of
underwriter fees and other offering costs.

F-33
<PAGE>

ANNEX A

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

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

BY AND AMONG

DIGITAL INSIGHT CORPORATION,

BLACK TRANSITORY CORPORATION

AND

nFRONT, INC.

Dated as of November 21, 1999

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

A-1
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION........................... A-5
ARTICLE I THE MERGER...................................................... A-6
1.1 The Merger....................................................... A-6
1.2 Effective Time; Closing.......................................... A-6
1.3 Effect of the Merger............................................. A-6
1.4 Articles of Incorporation; Bylaws................................ A-6
1.5 Directors and Officers........................................... A-6
1.6 Effect on Capital Stock.......................................... A-6
1.7 Surrender of Certificates........................................ A-7
1.8 No Further Ownership Rights in Company Common Stock.............. A-9
1.9 Lost, Stolen or Destroyed Certificates........................... A-9
1.10 Tax and Accounting Consequences.................................. A-9
1.11 Taking of Necessary Action; Further Action....................... A-9
ARTICLE II REPRESENTATIONS AND WARRANTIES OF COMPANY...................... A-9
2.1 Organization and Qualification; No Subsidiaries.................. A-9
2.2 Articles of Incorporation and Bylaws............................. A-10
2.3 Capitalization................................................... A-10
2.4 Authority Relative to this Agreement............................. A-11
2.5 No Conflict; Required Filings and Consents....................... A-11
2.6 Compliance; Permits.............................................. A-12
2.7 SEC Filings; Financial Statements................................ A-12
2.8 No Undisclosed Liabilities....................................... A-12
2.9 Absence of Certain Changes or Events............................. A-13
2.10 Absence of Litigation............................................ A-13
2.11 Employee Benefit Plans........................................... A-13
2.12 Registration Statement/Joint Proxy Statement/Prospectus.......... A-15
2.13 Restrictions on Business Activities.............................. A-15
2.14 Title to Property................................................ A-15
2.15 Taxes............................................................ A-15
2.16 Environmental Matters............................................ A-16
2.17 Brokers.......................................................... A-17
2.18 Intellectual Property............................................ A-17
2.19 Agreements, Contracts and Commitments............................ A-19
2.20 Opinion of Financial Advisor..................................... A-20
2.21 Board Approval................................................... A-20
2.22 Vote Required.................................................... A-20
2.23 State Takeover Statutes.......................................... A-20
2.24 Pooling of Interests............................................. A-20
ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB....... A-20
3.1 Organization and Qualification; Subsidiaries..................... A-20
3.2 Certificate of Incorporation and Bylaws.......................... A-20
3.3 Capitalization................................................... A-21
3.4 Authority Relative to this Agreement............................. A-21
3.5 No Conflict; Required Filings and Consents....................... A-21
3.6 SEC Filings; Financial Statements................................ A-22
3.7 No Undisclosed Liabilities....................................... A-22
3.8 Absence of Certain Changes or Events............................. A-22
3.9 Absence of Litigation............................................ A-23
3.10 Registration Statement; Joint Proxy Statement/Prospectus......... A-23
</TABLE>

A-2
<PAGE>

TABLE OF CONTENTS--(continued)

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
3.11 Restrictions on Business Activities.......... A-23
3.12 Title to Property............................ A-23
3.13 Taxes........................................ A-23
3.14 Environmental Matters........................ A-24
3.15 Brokers...................................... A-24
3.16 Intellectual Property........................ A-24
3.17 Agreements, Contracts and Commitments........ A-26
3.18 Opinion of Financial Advisor................. A-26
3.19 Board Approval............................... A-26
3.20 Vote Required................................ A-27
3.21 Delaware Law Section 203..................... A-27
3.22 Pooling of Interests......................... A-27
3.23 Merger Sub Operations........................ A-27
ARTICLE IV CONDUCT PRIOR TO THE EFFECTIVE TIME........ A-27
4.1 Conduct of Business by Company............... A-27
4.2 Conduct of Business by Parent................ A-29
ARTICLE V ADDITIONAL AGREEMENTS....................... A-30
Joint Proxy Statement/Prospectus;
5.1 Registration Statement....................... A-30
5.2 Shareholder and Stockholder Meetings......... A-31
5.3 Confidentiality; Access to Information....... A-32
5.4 No Solicitation.............................. A-32
5.5 Public Disclosure............................ A-34
5.6 Reasonable Efforts; Notification............. A-34
5.7 Third Party Consents......................... A-35
5.8 Stock Options and Employee Benefits.......... A-35
5.9 Form S-8..................................... A-36
5.10 Indemnification.............................. A-36
5.11 Nasdaq Listing............................... A-36
5.12 Affiliates................................... A-36
5.13 Regulatory Filings; Reasonable Efforts....... A-37
5.14 Parent Board of Directors.................... A-37
5.15 Registration Rights.......................... A-37
5.16 Exemption from Liability under Section 16(b).... A-38
ARTICLE VI CONDITIONS TO THE MERGER................... A-38
Conditions to Obligations of Each Party to
6.1 Effect the Merger............................ A-38
Additional Conditions to Obligations of
6.2 Company...................................... A-39
Additional Conditions to the Obligations of
6.3 Parent and Merger Sub........................ A-39
ARTICLE VII TERMINATION, AMENDMENT AND WAIVER......... A-40
7.1 Termination.................................. A-40
Notice of Termination; Effect of
7.2 Termination.................................. A-41
7.3 Fees and Expenses............................ A-41
7.4 Amendment.................................... A-42
7.5 Extension; Waiver............................ A-42
ARTICLE VIII GENERAL PROVISIONS....................... A-43
8.1 Survival of Representations and Warranties... A-43
8.2 Notices...................................... A-43
8.3 Interpretation; Definitions.................. A-43
</TABLE>

A-3
<PAGE>

TABLE OF CONTENTS--(continued)

<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
8.4 Counterparts..................................................... A-44
8.5 Entire Agreement; Third Party Beneficiaries...................... A-44
8.6 Severability..................................................... A-44
8.7 Other Remedies; Specific Performance............................. A-44
8.8 Governing Law.................................................... A-45
8.9 Rules of Construction............................................ A-45
8.10 Assignment....................................................... A-45
</TABLE>

INDEX OF EXHIBITS

<TABLE>
<C> <S> <C>
Exhibit A Form of Shareholder Agreement.............................
Exhibit A-2 Form of Stockholder Agreement.............................
Exhibit B-1 Form of Company Affiliate Agreement.......................
Exhibit B-2 Form of Parent Affiliate Agreement........................
Exhibit C-1 Persons to Sign Employment Agreement......................
Exhibit C-2 Form of Employment Agreement..............................
</TABLE>

A-4
<PAGE>

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered
into as of November 21, 1999, among Digital Insight corporation, a Delaware
corporation ("Parent"), Black Transitory Corporation, a Delaware corporation
and a wholly-owned subsidiary of Parent ("Merger Sub"), and nFront, Inc., a
Georgia corporation ("Company").

RECITALS

A. Upon the terms and subject to the conditions of this Agreement (as
defined in Section 1.2 below) and in accordance with the Georgia Business
Corporation Code ("Georgia Law") and the Delaware General Corporation Law (the
"Delaware Law"), Parent and Company intend to enter into a business
combination transaction.

B. The Board of Directors of Company (i) has determined that the Merger (as
defined in Section 1.1) is consistent with and in furtherance of the long-term
business strategy of Company and fair to, and in the best interests of,
Company and its shareholders, (ii) has approved this Agreement, the Merger (as
defined in Section 1.1) and the other transactions contemplated by this
Agreement and (iii) has determined (subject to Section 5.4 hereof) to
recommend that the shareholders of Company adopt and approve this Agreement
and approve the Merger.

C. The Board of Directors of Parent (i) has determined that the Merger is
consistent with and in furtherance of the long-term business strategy of
Parent and is fair to, and in the best interests of, Parent and its
stockholders, (ii) has approved this Agreement, the Merger and the other
transactions contemplated by this Agreement and (iii) has determined to
recommend that the stockholders of Parent approve the issuance of shares of
Parent Common Stock (as defined below) pursuant to the Merger (the "Share
Issuance").

D. Concurrently with the execution of this Agreement, and as a condition
and inducement to Parent's willingness to enter into this Agreement, certain
affiliated shareholders of Company are entering into shareholder agreements in
the form attached hereto as Exhibit A-1 (the "Shareholder Agreements"), and
concurrently with the execution of this Agreement, and as a condition and
inducement to Company's willingness to enter into this Agreement, certain
affiliated stockholders of Parent are entering into stockholder agreements in
the form attached hereto as Exhibit A-2 (the "Stockholder Agreements").

E. The parties intend, by executing this Agreement, to adopt a plan of
reorganization within the meaning of Section 368 of the Internal Revenue Code
of 1986, as amended (the "Code").

F. It is also intended by the parties hereto that the Merger shall qualify
for pooling of interests accounting treatment.

NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:

A-5
<PAGE>

ARTICLE I

THE MERGER

1.1 The Merger. At the Effective Time (as defined in Section 1.2) and
subject to and upon the terms and conditions of this Agreement and the
applicable provisions of Georgia Law and Delaware Law, Merger Sub shall be
merged with and into Company (the "Merger"), the separate corporate existence
of Merger Sub shall cease and Company shall continue as the surviving
corporation. Company as the surviving corporation after the Merger is
hereinafter sometimes referred to as the "Surviving Corporation."

1.2 Effective Time; Closing. Subject to the provisions of this Agreement,
the parties hereto shall cause the Merger to be consummated by filing a
certificate of merger with the Secretary of State of the State of Georgia in
accordance with the relevant provisions of Georgia Law (the "Certificate of
Merger") and a certificate of merger with the Secretary of State of the State
of Delaware in accordance with the relevant provisions of Delaware Law (the
"Delaware Certificate of Merger") (the time of the later of such filings (or
such later time as may be agreed in writing by Company and Parent and
specified in the Certificate of Merger) being the "Effective Time") as soon as
practicable on or after the Closing Date (as herein defined). Unless the
context otherwise requires, the term "Agreement" as used herein refers
collectively to this Agreement and Plan of Merger and Reorganization, the
Certificate of Merger and the Delaware Certificate of Merger. The closing of
the Merger (the "Closing") shall take place at the offices of Wilson Sonsini
Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto,
California at a time and date to be specified by the parties, which shall be
no later than the second business day after the satisfaction or waiver of the
conditions set forth in Article VI, or at such other time, date and location
as the parties hereto agree in writing (the "Closing Date").

1.3 Effect of the Merger. At the Effective Time, the effect of the Merger
shall be as provided in this Agreement and the applicable provisions of
Georgia Law and Delaware Law. Without limiting the generality of the
foregoing, and subject thereto, at the Effective Time all the property,
rights, privileges, powers and franchises of Company and Merger Sub shall vest
in the Surviving Corporation, and all debts, liabilities and duties of Company
and Merger Sub shall become the debts, liabilities and duties of the Surviving
Corporation.

1.4 Articles of Incorporation; Bylaws.

(a) At the Effective Time, the Articles of Incorporation of Company, as in
effect immediately prior to the Effective Time, shall be the Articles of
Incorporation of the Surviving Corporation until thereafter amended as
provided by law and such Articles of Incorporation of the Surviving
Corporation.

(b) The Bylaws of Company, as in effect immediately prior to the Effective
Time, shall be, at the Effective Time, the Bylaws of the Surviving Corporation
until thereafter amended.

1.5 Directors and Officers. The initial directors of the Surviving
Corporation shall be the directors of Merger Sub immediately prior to the
Effective Time, until their respective successors are duly elected or
appointed and qualified. The initial officers of the Surviving Corporation
shall be the officers of Merger Sub immediately prior to the Effective Time,
until their respective successors are duly appointed.

1.6 Effect on Capital Stock. Subject to the terms and conditions of this
Agreement, at the Effective Time, by virtue of the Merger and without any
action on the part of Merger Sub, Company or the holders of any of the
following securities, the following shall occur:

(a) Conversion of Company Common Stock. Each share of Common Stock, no
par value per share, of Company (the "Company Common Stock") issued and
outstanding immediately prior to the Effective Time, other than any shares of
Company Common Stock to be canceled pursuant to Section 1.6(b), will be
canceled and extinguished and automatically converted (subject to Sections
1.6(e) and (f)) into the right to receive 0.579 shares of Common Stock, $0.001
par value per share, of Parent (the "Parent Common Stock") (the "Exchange
Ratio") upon surrender of the certificate representing such share of Company
Common Stock in the

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manner provided in Section 1.7 (or in the case of a lost, stolen or destroyed
certificate, upon delivery of an affidavit (and bond, if required) in the
manner provided in Section 1.9). If any shares of Company Common Stock
outstanding immediately prior to the Effective Time are unvested or are
subject to a repurchase option, risk of forfeiture or other condition under
any applicable restricted stock purchase agreement or other agreement with the
Company, then the shares of Parent Common Stock issued in exchange for such
shares of Company Common Stock will also be unvested and subject to the same
repurchase option, risk of forfeiture or other condition, and the certificates
representing such shares of Parent Common Stock may accordingly be marked with
appropriate legends. The Company shall take all action that may be necessary
to ensure that, from and after the Effective Time, Parent is entitled to
exercise any such repurchase option or other right set forth in any such
restricted stock purchase agreement or other agreement.

(b) Cancellation of Parent-Owned Stock. Each share of Company Common Stock
held by Company or owned by Merger Sub, Parent or any direct or indirect
wholly-owned subsidiary of Company or of Parent immediately prior to the
Effective Time shall be canceled and extinguished without any conversion
thereof.

(c) Stock Options; Employee Stock Purchase Plans. At the Effective Time,
all options to purchase Company Common Stock and stock appreciation rights
then outstanding under Company's Stock Incentive Plan, as amended, (the
"Incentive Plan"), Company's Director Stock Option Plan (the "Director Plan"
and, together with the Incentive Plan, the "Company Option Plans") and each of
the Company Option Plans shall be assumed by Parent in accordance with Section
5.8 hereof. Purchase rights outstanding under Company's Employee Stock
Purchase Plan (the "ESPP") shall be treated as set forth in Section 5.8.

(d) Capital Stock of Merger Sub. Each share of Common Stock, $0.001 par
value per share, of Merger Sub (the "Merger Sub Common Stock") issued and
outstanding immediately prior to the Effective Time shall be converted into
one validly issued, fully paid and nonassessable share of Common Stock, $0.001
par value per share, of the Surviving Corporation. Each certificate evidencing
ownership of shares of Merger Sub Common Stock shall evidence ownership of
such shares of capital stock of the Surviving Corporation.

(e) Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to
reflect appropriately the effect of any stock split, reverse stock split,
stock dividend (including any dividend or distribution of securities
convertible into Parent Common Stock or Company Common Stock), extraordinary
cash dividends, reorganization, recapitalization, reclassification,
combination, exchange of shares or other like change with respect to Parent
Common Stock or Company Common Stock occurring on or after the date hereof and
prior to the Effective Time.

(f) Fractional Shares. No fraction of a share of Parent Common Stock will
be issued by virtue of the Merger, but in lieu thereof each holder of shares
of Company Common Stock who would otherwise be entitled to a fraction of a
share of Parent Common Stock (after aggregating all fractional shares of
Parent Common Stock that otherwise would be received by such holder) shall,
upon surrender of such holder's Certificates(s) (as defined in Section 1.7(c))
receive from Parent an amount of cash (rounded to the nearest whole cent),
without interest, equal to the product of (i) such fraction, multiplied by
(ii) the average closing price of Parent Common Stock for the five trading
days immediately preceding the last full trading day prior to the Effective
Time, as reported on the Nasdaq National Market System ("Nasdaq").

1.7 Surrender of Certificates.

(a) Exchange Agent. Parent shall select a bank or trust company reasonably
acceptable to Company to act as the exchange agent (the "Exchange Agent") in
the Merger.

(b) Parent to Provide Common Stock. Promptly after the Effective Time,
Parent shall make available to the Exchange Agent for exchange in accordance
with this Article I, the shares of Parent Common Stock issuable pursuant to
Section 1.6 in exchange for outstanding shares of Company Common Stock and
cash in an amount sufficient for payment in lieu of fractional shares pursuant
to Section 1.6(f) and any dividends or distributions to which holders of
shares of Company Common Stock may be entitled pursuant to Section 1.7(d).

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(c) Exchange Procedures. As soon as practicable after the Effective Time,
Parent shall cause the Exchange Agent to mail to each holder of record (as of
the Effective Time) of a certificate or certificates (the "Certificates"),
which immediately prior to the Effective Time represented outstanding shares
of Company Common Stock whose shares were converted into the right to receive
shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any
fractional shares pursuant to Section 1.6(f) and any dividends or other
distributions pursuant to Section 1.7(d), (i) a letter of transmittal in
customary form (which shall specify that delivery shall be effected, and risk
of loss and title to the Certificates shall pass, only upon delivery of the
Certificates to the Exchange Agent and shall contain such other provisions as
Parent may reasonably specify) and (ii) instructions for use in effecting the
surrender of the Certificates in exchange for certificates representing shares
of Parent Common Stock, cash in lieu of any fractional shares pursuant to
Section 1.6(f) and any dividends or other distributions pursuant to Section
1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent
or to such other agent or agents as may be appointed by Parent, together with
such letter of transmittal, duly completed and validly executed in accordance
with the instructions thereto, the holders of such Certificates shall be
entitled to receive in exchange therefor certificates representing the number
of whole shares of Parent Common Stock into which their shares of Company
Common Stock were converted at the Effective Time, payment in lieu of
fractional shares which such holders have the right to receive pursuant to
Section 1.6(f) and any dividends or distributions payable pursuant to Section
1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until
so surrendered, outstanding Certificates will be deemed from and after the
Effective Time, for all corporate purposes, subject to Section 1.7(d) as to
the payment of dividends, to evidence only the ownership of the number of full
shares of Parent Common Stock into which such shares of Company Common Stock
shall have been so converted and the right to receive an amount in cash in
lieu of the issuance of any fractional shares in accordance with Section
1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

(d) Distributions With Respect to Unexchanged Shares. No dividends or other
distributions declared or made after the date of this Agreement with respect
to Parent Common Stock with a record date after the Effective Time will be
paid to the holders of any unsurrendered Certificates with respect to the
shares of Parent Common Stock represented thereby until the holders of record
of such Certificates shall surrender such Certificates. Subject to applicable
law, following surrender of any such Certificates, the Exchange Agent shall
deliver to the record holders thereof, without interest, certificates
representing whole shares of Parent Common Stock issued in exchange therefor
along with payment in lieu of fractional shares pursuant to Section 1.6(f)
hereof and the amount of any such dividends or other distributions with a
record date after the Effective Time payable with respect to such whole shares
of Parent Common Stock.

(e) Transfers of Ownership. If certificates representing shares of Parent
Common Stock are to be issued in a name other than that in which the
Certificates surrendered in exchange therefor are registered, it will be a
condition of the issuance thereof that the Certificates so surrendered will be
properly endorsed and otherwise in proper form for transfer and that the
persons requesting such exchange will have paid to Parent or any agent
designated by it any transfer or other taxes required by reason of the
issuance of certificates representing shares of Parent Common Stock in any
name other than that of the registered holder of the Certificates surrendered,
or established to the satisfaction of Parent or any agent designated by it
that such tax has been paid or is not payable.

(f) Required Withholding. Each of the Exchange Agent, Parent and the
Surviving Corporation shall be entitled to deduct and withhold from any
consideration payable or otherwise deliverable pursuant to this Agreement to
any holder or former holder of Company Common Stock such amounts as may be
required to be deducted or withheld therefrom under the Code or under any
provision of state, local or foreign tax law or under any other applicable
legal requirement. To the extent such amounts are so deducted or withheld,
such amounts shall be treated for all purposes under this Agreement as having
been paid to the person to whom such amounts would otherwise have been paid.

(g) No Liability. Notwithstanding anything to the contrary in this Section
1.7, neither the Exchange Agent, Parent, the Surviving Corporation nor any
party hereto shall be liable to a holder of shares of Parent Common Stock or
Company Common Stock for any amount properly paid to a public official
pursuant to any applicable abandoned property, escheat or similar law.

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1.8 No Further Ownership Rights in Company Common Stock. All shares of
Parent Common Stock issued in accordance with the terms hereof (together with
any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall
be deemed to have been issued in full satisfaction of all rights pertaining to
such shares of Company Common Stock, and there shall be no further
registration of transfers on the records of the Surviving Corporation of
shares of Company Common Stock which were outstanding immediately prior to the
Effective Time. If, after the Effective Time, Certificates are presented to
the Surviving Corporation for any reason, they shall be canceled and exchanged
as provided in this Article I.

1.9 Lost, Stolen or Destroyed Certificates. In the event that any
Certificates shall have been lost, stolen or destroyed, the Exchange Agent
shall issue in exchange for such lost, stolen or destroyed Certificates, upon
the making of an affidavit of that fact by the holder thereof, certificates
representing the shares of Parent Common Stock into which the shares of
Company Common Stock represented by such Certificates were converted pursuant
to Section 1.6, cash for fractional shares, if any, as may be required
pursuant to Section 1.6(f) and any dividends or distributions payable pursuant
to Section 1.7(d); provided, however, that Parent may, in its discretion and
as a condition precedent to the issuance of such certificates representing
shares of Parent Common Stock, cash and other distributions, require the owner
of such lost, stolen or destroyed Certificates to deliver a bond in such sum
as it may reasonably direct as indemnity against any claim that may be made
against Parent, the Surviving Corporation or the Exchange Agent with respect
to the Certificates alleged to have been lost, stolen or destroyed.

1.10 Tax and Accounting Consequences.

(a) It is intended by the parties hereto that the Merger shall constitute a
reorganization within the meaning of Section 368 of the Code. The parties
hereto adopt this Agreement as a "plan of reorganization" within the meaning
of Sections 1.368-2(g) and 1.368-3(a) of the United States Income Tax
Regulations.

(b) It is intended by the parties hereto that the Merger shall be treated
as a pooling of interests for accounting purposes.

1.11 Taking of Necessary Action; Further Action. If, at any time after the
Effective Time, any further action is necessary or desirable to carry out the
purposes of this Agreement and to vest the Surviving Corporation with full
right, title and possession to all assets, property, rights, privileges,
powers and franchises of Company and Merger Sub, the current officers and
directors of Company and Merger Sub will take all such lawful and necessary
action.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF COMPANY

As of the date hereof and as of the Closing Date, Company represents and
warrants to Parent and Merger Sub, subject to such exceptions as are
specifically disclosed in writing in the disclosure letter and referencing a
specific representation supplied by Company to Parent dated as of the date
hereof and certified by a duly authorized officer of Company (the "Company
Schedule"), as follows:

2.1 Organization and Qualification; No Subsidiaries

(a) Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Georgia and has the requisite
corporate power and authority to own, lease and operate its assets and
properties and to carry on its business as it is now being conducted. Company
is in possession of all franchises, grants, authorizations, licenses, permits,
easements, consents, certificates, approvals and orders ("Approvals")
necessary to own, lease and operate the properties it purports to own, operate
or lease and to carry on its business as it is now being conducted, except
where the failure to have such Approvals would not, individually or in the
aggregate, be material to the Company. Company is duly qualified or licensed
as a foreign corporation to do business, and is in good standing, in each
jurisdiction where the character of the properties owned, leased or

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operated by it or the nature of its activities makes such qualification or
licensing necessary, except for such failures to be so duly qualified or
licensed and in good standing that would not, either individually or in the
aggregate, be material to the Company.

(b) Company has no subsidiaries. Company has neither agreed nor is
obligated to make nor be bound by any written, oral or other agreement,
contract, subcontract, lease, binding understanding, instrument, note, option,
warranty, purchase order, license, sublicense, insurance policy, benefit plan,
commitment or undertaking of any nature, as of the date hereof or as may
hereafter be in effect (a "Contract") under which it may become obligated to
make, any future investment in or capital contribution to any other entity.
Company does not directly or indirectly own any equity or similar interest in
or any interest convertible, exchangeable or exercisable for, any equity or
similar interest in, any corporation, partnership, joint venture or other
business, association or entity.

2.2 Articles of Incorporation and Bylaws. Company has previously furnished
to Parent a complete and correct copy of its Articles of Incorporation and
Bylaws as amended to date (together, the "Company Charter Documents"). Such
Company Charter Documents are in full force and effect. Company is not in
violation of any of the provisions of the Company Charter Documents.

2.3 Capitalization

(a) The authorized capital stock of Company consists of 70,000,000 shares
of Company Common Stock and 10,000,000 shares of Preferred Stock ("Company
Preferred Stock"), each having no par value per share. At the close of
business on November 15, 1999 (i) 14,196,136 shares of Company Common Stock
were issued and outstanding, all of which are validly issued, fully paid and
nonassessable; (ii) no shares of Company Common Stock were held in treasury by
Company or by subsidiaries of Company; (iii) 100,000 shares of Company Common
Stock were available for future issuance pursuant to Company's ESPP; (iv)
1,016,751 shares of Company Common Stock were reserved for issuance upon the
exercise of outstanding options to purchase Company Common Stock under the
Incentive Plan; (v) 4,000 shares of Company Common Stock were reserved for
issuance upon the exercise of outstanding options to purchase Company Common
Stock under the Director Plan; (vi) 1,172,149 shares of Company Common Stock
were available for future grant under the Incentive Plan; (vii) 196,000 shares
of Company Common Stock were available for future grant under the Director
Plan; and (viii) 50,000 shares of Company Common Stock were reserved for
future issuance upon conversion of warrants of the Company. As of the date
hereof, no shares of Company Preferred Stock were issued or outstanding.
Section 2.3(a) of the Company Schedule sets forth the following information
with respect to each Company Stock Option (as defined in Section 5.8)
outstanding as of the date of this Agreement: (i) the name and address of the
optionee; (ii) the particular plan pursuant to which such Company Stock Option
was granted; (iii) the number of shares of Company Common Stock subject to
such Company Stock Option; (iv) the exercise price of such Company Stock
Option; (v) the date on which such Company Stock Option was granted; (vi) the
applicable vesting schedule; and (vii) the date on which such Company Stock
Option expires. Company has made available to Parent accurate and complete
copies of all stock option plans pursuant to which the Company has granted
such Company Stock Options that are currently outstanding and the form of all
stock option agreements evidencing such Company Stock Options. All shares of
Company Common Stock subject to issuance as aforesaid, upon issuance on the
terms and conditions specified in the instrument pursuant to which they are
issuable, would be duly authorized, validly issued, fully paid and
nonassessable. There are no commitments or agreements of any character to
which the Company is bound obligating the Company to accelerate the vesting of
any Company Stock Option as a result of the Merger. All outstanding shares of
Company Common Stock and all outstanding Company Stock Options have been
issued and granted in compliance with (i) all applicable securities laws and
other applicable Legal Requirements (as defined below) and (ii) all
requirements set forth in applicable Contracts. For the purposes of this
Agreement, "Legal Requirements" means any federal, state, local, municipal,
foreign or other law, statute, constitution, principle of common law,
resolution, ordinance, code, edict, decree, rule, regulation, ruling or
requirement issues, enacted, adopted, promulgated, implemented or otherwise
put into effect by or under the authority of any Governmental Entity (as
defined below) and (ii) all requirements set forth in applicable contracts,
agreements, and instruments.

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(b) Except as set forth in Section 2.3(a) there are no subscriptions,
options, warrants, equity securities, partnership interests or similar
ownership interests, calls, rights (including preemptive rights), commitments
or agreements of any character to which Company is a party or by which it is
bound obligating Company to issue, deliver or sell, or cause to be issued,
delivered or sold, or repurchase, redeem or otherwise acquire, or cause the
repurchase, redemption or acquisition of, any shares of capital stock,
partnership interests or similar ownership interests of the Company or
obligating the Company to grant, extend, accelerate the vesting of or enter
into any such subscription, option, warrant, equity security, call, right,
commitment or agreement. As of the date of this Agreement, except as
contemplated by this Agreement, there are no registration rights and there is,
except for the Shareholder Agreements, no voting trust, proxy, rights plan,
antitakeover plan or other agreement or understanding to which the Company is
a party or by which they are bound with respect to any equity security of any
class of the Company. Shareholders of the Company will not be entitled to
dissenters' rights under applicable state law in connection with the Merger.

2.4 Authority Relative to this Agreement. Company has all necessary
corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder and, subject to obtaining the approval of
the shareholders of Company of the Merger, to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by Company
and the consummation by Company of the transactions contemplated hereby have
been duly and validly authorized by all necessary corporate action on the part
of Company and no other corporate proceedings on the part of Company are
necessary to authorize this Agreement or to consummate the transactions so
contemplated (other than, with respect to the Merger, the approval and
adoption of this Agreement by holders of a majority of the outstanding shares
of Company Common Stock in accordance with Georgia Law and the Company Charter
Documents). This Agreement have been duly and validly executed and delivered
by Company and, assuming the due authorization, execution and delivery by
Parent and Merger Sub, constitute legal and binding obligations of Company,
enforceable against Company in accordance with their respective terms.

2.5 No Conflict; Required Filings and Consents

(a) The execution and delivery of this Agreement by Company do not, and the
performance of this Agreement by Company shall not, (i) conflict with or
violate the Company Charter Documents or the equivalent organizational
documents of any of Company's subsidiaries, (ii) subject to obtaining the
approval of Company's shareholders of the Merger and compliance with the
requirements set forth in Section 2.5(b) below, conflict with or violate any
law, rule, regulation, order, judgment or decree applicable to Company or any
of its subsidiaries or by which its or any of their respective properties is
bound or affected, or (iii) result in any breach of or constitute a default
(or an event that with notice or lapse of time or both would become a default)
under, or impair Company's or any of its subsidiaries' rights or alter the
rights or obligations of any third party under, or give to others any rights
of termination, amendment, acceleration or cancellation of, or result in the
creation of a lien or encumbrance on any of the properties or assets of
Company or any of its subsidiaries pursuant to, any material note, bond,
mortgage, indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which Company or any of its subsidiaries is
a party or by which Company or any of its subsidiaries or its or any of their
respective properties are bound or affected, except to the extent such
conflict, violation, breach, default, impairment or other effect could not in
the case of clauses (ii) or (iii) individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect on Company.

(b) The execution and delivery of this Agreement by Company do not, and the
performance of this Agreement by Company shall not, require any consent,
approval, authorization or permit of, or filing with or notification to, any
court, administrative agency, commission, governmental or regulatory
authority, domestic or foreign (a "Governmental Entity"), except (i) for
applicable requirements, if any, of the Securities Act of 1933, as amended
(the "Securities Act"), the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), state securities laws ("Blue Sky Laws"), the pre-merger
notification requirements (the "HSR Approval") of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the rules and
regulations of Nasdaq, and the filing and recordation of the Certificate of
Merger as required by Georgia Law and the filing and recordation of the
Delaware Certificate of Merger as required by Delaware Law and (ii) where

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the failure to obtain such consents, approvals, authorizations or permits, or
to make such filings or notifications, could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on
Company, would not prevent consummation of the Merger or otherwise prevent
Company from performing its obligations under this Agreement.

2.6 Compliance; Permits

(a) Company is not in conflict with, or in default or violation of, (i) any
law, rule, regulation, order, judgment or decree applicable to Company or by
which its or any of their respective properties is bound or affected, or (ii)
any material note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which Company
is a party or by which Company or its properties is bound or affected, except
for any conflicts, defaults or violations that (individually or in the
aggregate) would not cause the Company to lose any material benefit or incur
any material liability. No investigation or review by any governmental or
regulatory body or authority is pending or, to the Knowledge of Company,
threatened against Company, nor has any governmental or regulatory body or
authority indicated an intention to conduct the same, other than, in each such
case, those the outcome of which could not, individually or in the aggregate,
reasonably be expected to have the effect of prohibiting or materially
impairing any business practice of the Company, any acquisition of material
property by the Company or the conduct of business by the Company.

(b) Company hold all permits, licenses, variances, exemptions, orders and
approvals from governmental authorities which are material to operation of the
business of Company (collectively, the "Company Permits"). Company is in
compliance in all material respects with the terms of the Company Permits.

2.7 SEC Filings; Financial Statements

(a) Company has made available to Parent a correct and complete copy of
each report, schedule, registration statement and definitive proxy statement
filed by Company with the Securities and Exchange Commission ("SEC") since
June 29, 1999 (the "Company SEC Reports"), which are all the forms, reports
and documents required to be filed by Company with the SEC since June 29,
1999. The Company SEC Reports (A) were prepared in accordance with the
requirements of the Securities Act or the Exchange Act, as the case may be,
and (B) did not at the time they were filed (and if amended or superseded by a
filing prior to the date of this Agreement then on the date of such filing)
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

(b) Each set of consolidated financial statements (including, in each case,
any related notes thereto) contained in the Company SEC Reports was prepared
in accordance with generally accepted accounting principles ("GAAP") applied
on a consistent basis throughout the periods involved (except as may be
indicated in the notes thereto or, in the case of unaudited statements, do not
contain footnotes as permitted by Form 10-Q of the Exchange Act) and each
fairly presents the consolidated financial position of Company at the
respective dates thereof and the consolidated results of its operations and
cash flows for the periods indicated, except that the unaudited interim
financial statements were or are subject to normal adjustments which were not
or are not expected to be material in amount.

(c) Company has previously furnished to Parent a complete and correct copy
of any amendments or modifications, which have not yet been filed with the SEC
but which are required to be filed, to agreements, documents or other
instruments which previously had been filed by Company with the SEC pursuant
to the Securities Act or the Exchange Act.

2.8 No Undisclosed Liabilities. Company has no liabilities (absolute,
accrued, contingent or otherwise) which are, individually or in the aggregate,
material to the business, results of operations or financial condition of
Company taken as a whole, except (i) liabilities provided for in Company's
balance sheet as of September 30, 1999 or (ii) liabilities incurred since
September 30, 1999 in the ordinary course of business.

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2.9 Absence of Certain Changes or Events. Since September 30, 1999, there
has not been: (i) any Material Adverse Effect on Company, (ii) any
declaration, setting aside or payment of any dividend on, or other
distribution (whether in cash, stock or property) in respect of, any of
Company's capital stock, or any purchase, redemption or other acquisition by
Company of any of Company's capital stock or any other securities of Company
or any options, warrants, calls or rights to acquire any such shares or other
securities except for repurchases from employees following their termination
pursuant to the terms of their pre-existing stock option or purchase
agreements, (iii) any split, combination or reclassification of any of
Company's capital stock, (iv) any granting by Company of any increase in
compensation or fringe benefits, except for normal increases of cash
compensation to non-officer employees in the ordinary course of business
consistent with past practice, or any payment by Company of any bonus, except
for bonuses made to non-officer employees in the ordinary course of business
consistent with past practice, or any granting by Company of any increase in
severance or termination pay or any entry by Company into any currently
effective employment, severance, termination or indemnification agreement or
any agreement the benefits of which are contingent or the terms of which are
materially altered upon the occurrence of a transaction involving Company of
the nature contemplated hereby, (v) entry by Company into any licensing or
other agreement with regard to the acquisition or disposition of any
Intellectual Property (as defined in Section 2.19) other than licenses in the
ordinary course of business consistent with past practice or any amendment or
consent with respect to any licensing agreement filed or required to be filed
by Company with the SEC, (vi) any material change by Company in its accounting
methods, principles or practices, except as required by concurrent changes in
GAAP, or (vii) any revaluation by Company of any of its assets, including,
without limitation, writing down the value of capitalized inventory or writing
off notes or accounts receivable or any sale of assets of the Company other
than in the ordinary course of business.

2.10 Absence of Litigation. There are no claims, actions, suits or
proceedings pending or, to the knowledge of Company, threatened (or, to the
knowledge of Company, any governmental or regulatory investigation pending or
threatened) against Company or any properties or rights of Company, before any
court, arbitrator or administrative, governmental or regulatory authority or
body, domestic or foreign.

2.11 Employee Benefit Plans

(a) All material employee compensation, incentive, fringe or benefit plans,
programs, policies, commitments or other arrangements (whether or not set
forth in a written document and including, without limitation, all "employee
benefit plans" within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")) (i) covering any active or
former employee, director or consultant of Company, or any trade or business
(whether or not incorporated) which is a member of a controlled group with or
which is under common control with Company within the meaning of Section 414
of the Code (an "Affiliate"), or (ii) with respect to which Company has or
liability, are listed in Section 2.11(a) of the Company Schedule (such plans,
programs, policies, commitments or other arrangements herein referred to as
the "Plans"). Company has provided to Parent: (i) correct and complete copies
of all documents embodying each Plan including (without limitation) all
amendments thereto, all related trust documents, and all material written
agreements and contracts relating to each such Plan; (ii) the three (3) most
recent annual reports (Form Series 5500 and all schedules and financial
statements attached thereto), if any, required under ERISA and/or the Code in
connection with each Plan; (iii) the most recent summary plan description
together with the summary(ies) of material modifications thereto, if any,
required under ERISA with respect to each Plan; (iv) all IRS or DOL
determination, opinion, notification and advisory letters relating to each
Plan; (v) all material correspondence to or from any governmental agency
relating to any Plan; (vi) pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA"), all discrimination tests for
each Plan for the most recent three (3) plan years; (vii) the most recent
annual actuarial valuations, if any, prepared for each Plan; (viii) if the
Plan is funded, the most recent annual and periodic accounting of Plan assets;
(ix) all material written agreements and contracts relating to each Plan,
including, but not limited to, administrative service agreements, group
annuity contracts and group insurance contracts; (x) all material
communications to employees or former employees regarding in each case,
relating to any amendments, terminations, establishments, increases or
decreases in benefits, acceleration of payments or vesting schedules or other
events which would result in any material liability under any Plan or proposed
Plan; (xi) all policies pertaining to fiduciary liability insurance

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covering the fiduciaries for each Plan; and (xii) all registration statements,
annual reports (Form 11-K and all attachments thereto) and prospectuses
prepared in connection with any Plan.

(b) Each Plan has been maintained and administered in all material respects
in compliance with its terms and with the requirements prescribed by any and
all statutes, orders, rules and regulations (foreign or domestic), including
but not limited to ERISA and the Code, which are applicable to such Plans. No
suit, action or other litigation (excluding claims for benefits incurred in
the ordinary course of Plan activities) has been brought, or to the knowledge
of Company is threatened, against or with respect to any such Plan. There are
no audits, inquiries or proceedings pending or, to the knowledge of Company,
threatened by the Internal Revenue Service (the "IRS") or Department of Labor
(the "DOL") with respect to any Plans. All contributions, reserves or premium
payments required to be made or accrued as of the date hereof to the Plans
have been timely made or accrued. Any Plan intended to be qualified under
Section 401(a) of the Code and each trust intended to qualify under Section
501(a) of the Code has either (i) obtained a favorable determination,
notification, advisory and/or opinion letter, as applicable, as to its
qualified status from the IRS or still has a remaining period of time under
applicable Treasury Regulations or IRS pronouncements in which to apply for
such letter and to make any amendments necessary to obtain such a favorable
determination, and (ii) has received a favorable determination from the IRS
that such Plan incorporates all provisions required to comply with the Tax
Reform Act of 1986 and subsequent legislation or still has a remaining period
of time under applicable Treasury Regulations or IRS pronouncements in which
to apply for such letter and to make any amendment necessary to obtain such a
favorable determination. Company does not have any commitment to establish any
new Plan or to modify any Plan (except to the extent required by law or to
conform any such Plan to the requirements of any applicable law. Each Plan can
be amended, terminated or otherwise discontinued after the Effective Time in
accordance with its terms.

(c) Neither Company nor any of its Affiliates has at any time ever
maintained, established, sponsored, participated in, or contributed to any
plan subject to Title IV of ERISA or Section 412 of the Code and at no time
has Company contributed to or been requested to contribute to any
"multiemployer plan," as such term is defined in ERISA or to any plan
described in Section 413(c) of the Code. Neither Company nor any officer or
director of Company or any of its subsidiaries is subject to any liability or
penalty under Section 4975 through 4980B of the Code or Title I of ERISA. No
"prohibited transaction," within the meaning of Section 4975 of the Code or
Sections 406 and 407 of ERISA, not otherwise exempt under Section 408 of
ERISA, has occurred with respect to any Plan.

(d) Neither Company nor any of its Affiliates has, prior to the Effective
Time and in any material respect, violated any of the health continuation
requirements of COBRA, the requirements of the Family Medical Leave Act of
1993, as amended, the requirements of the Women's Health and Cancer Rights
Act, as amended, the requirements of the Newborns' and Mothers' Health
Protection Act of 1996, as amended, or any similar provisions of state law
applicable to employees of the Company or any of its subsidiaries. None of the
Plans promises or provides medical or other welfare benefits to any former
employee of Company except as required by COBRA or other applicable law or by
the terms of a written agreement with such former employee, and Company has
not represented, promised or contracted (whether in oral or written form) to
provide such retiree benefits to any employee, former employee, director,
consultant or other person, except to the extent required by statute.

(e) Company is not bound by or subject to (and none of its respective
assets or properties is bound by or subject to) any arrangement with any labor
union. No employee of Company is represented by any labor union or covered by
any collective bargaining agreement and, to the Knowledge of Company, no
campaign to establish such representation is in progress. There is no pending
or, to the Knowledge of Company, threatened labor dispute involving Company
and any group of its employees nor has Company experienced any labor
interruptions over the past three (3) years, and Company consider their
relationships with their employees to be good. The Company is in compliance in
all material respects with all applicable material foreign, federal, state and
local laws, rules and regulations respecting employment, employment practices,
terms and conditions of employment and wages and hours.

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(f) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will (i) result in any
payment (including severance, unemployment compensation, golden parachute,
bonus or otherwise) becoming due to any shareholder, director or employee of
Company or any of its subsidiaries under any Plan or otherwise, (ii)
materially increase any benefits otherwise payable under any Plan, or (iii)
result in the acceleration of the time of payment or vesting of any such
benefits.

2.12 Registration Statement/Joint Proxy Statement/Prospectus. None of the
information supplied or to be supplied by Company for inclusion or
incorporation by reference in (i) the registration statement on Form S-4 to be
filed with the SEC by Parent in connection with the issuance of the Parent
Common Stock in or as a result of the Merger (the "S-4") will, at the time the
S-4 becomes effective under the Securities Act, contain any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading; and (ii) the joint
proxy statement/prospectus to be filed with the SEC by Company pursuant to
Section 5.1 hereof (the "Joint Proxy Statement/Prospectus") will, at the dates
mailed to the shareholders of Company, at the times of the shareholders
meeting of Company (the "Company Shareholders' Meeting") in connection with
the transactions contemplated hereby, at the dates mailed to the stockholders
of Parent, at the times of the stockholders' meeting of Parent (the "Parent
Stockholders' Meeting") in connection with the Share Issuance and as of the
Effective Time, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they
are made, not misleading. The Joint Proxy Statement/Prospectus will comply as
to form in all material respects with the provisions of the Exchange Act and
the rules and regulations promulgated by the SEC thereunder. Notwithstanding
the foregoing, the Company makes no representation or warranty with respect to
any information supplied by Parent or Merger Sub which is contained in any of
the foregoing documents.

2.13 Restrictions on Business Activities. There is no agreement,
commitment, judgment, injunction, order or decree binding upon Company or to
which the Company is a party which has or could reasonably be expected to have
the effect of prohibiting or materially impairing any business practice of
Company, any acquisition of property by Company or the conduct of business by
Company as currently conducted.

2.14 Title to Property. Company does not own any material real property.
Company has good and defensible title to all of their material properties and
assets, free and clear of all liens, charges and encumbrances except liens for
taxes not yet due and payable and such liens or other imperfections of title,
if any, as do not materially detract from the value of or interfere with the
present use of the property affected thereby; and all leases pursuant to which
Company lease from others material real or personal property are in good
standing, valid and effective in accordance with their respective terms, and
there is not, under any of such leases, any existing material default or event
of default (or any event which with notice or lapse of time, or both, would
constitute a material default and in respect of which Company has not taken
commercially reasonable steps to prevent such default from occurring).

2.15 Taxes

(a) For the purposes of this Agreement, "Tax" or "Taxes" refers to any and
all federal, state, local and foreign taxes, assessments and other
governmental charges, duties, impositions and liabilities relating to taxes,
including taxes based upon or measured by gross receipts, income, profits,
sales, use and occupation, and value added, ad valorem, transfer, franchise,
withholding, payroll, recapture, employment, excise and property taxes,
together with all interest, penalties and additions imposed with respect to
such amounts and any obligations under any agreements or arrangements with any
other person with respect to such amounts and including any liability for
taxes of a predecessor entity.

(b) (i) The Company has timely filed all federal, state, local and foreign
returns, estimates, information statements and reports ("Returns") relating to
Taxes required to be filed by the Company with any Tax authority, except such
Returns which are not material to the Company. The Company has paid all Taxes
shown to be due on such Returns.

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(ii) The Company as of the Effective Time will have withheld with
respect to its employees all federal and state income taxes, Taxes pursuant
to the Federal Insurance Contribution Act, Taxes pursuant to the Federal
Unemployment Tax Act and other Taxes required to be withheld, except such
Taxes which are not material to the Company.

(iii) Company has not been delinquent in the payment of any material Tax
nor is there any material Tax deficiency outstanding, proposed or assessed
against the Company, nor has the Company executed any unexpired waiver of
any statute of limitations on or extending the period for the assessment or
collection of any Tax.

(iv) No audit or other examination of any Return of the Company by any
Tax authority is presently in progress, nor has the Company been notified
of any request for such an audit or other examination.

(v) No adjustment relating to any Returns filed by the Company has been
proposed in writing formally or informally by any Tax authority to the
Company or any representative thereof.

(vi) Company does not have any liability for any material unpaid Taxes
which has not been accrued for or reserved on the Company balance sheet
dated June 30, 1999 in accordance with GAAP, whether asserted or
unasserted, contingent or otherwise, which is material to the Company,
other than any liability for unpaid Taxes that may have accrued since June
30, 1999 in connection with the operation of the business of the Company in
the ordinary course.

(vii) There is no contract, agreement, plan or arrangement to which the
Company is a party as of the date of this Agreement, including but not
limited to the provisions of this Agreement, covering any employee or
former employee of the Company that, individually or collectively, would
reasonably be expected to give rise to the payment of any amount that would
not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code.
There is no contract, agreement, plan or arrangement to which the Company
is a party or by which it is bound to compensate any individual for excise
taxes paid pursuant to Section 4999 of the Code.

(viii) Company has not filed any consent agreement under Section 341(f)
of the Code or agreed to have Section 341(f)(2) of the Code apply to any
disposition of a subsection (f) asset (as defined in Section 341(f)(4) of
the Code) owned by the Company or any of its subsidiaries.

(ix) Company is not party to nor has any obligation under any tax-
sharing, tax indemnity or tax allocation agreement or arrangement.

(x) None of the Company's assets are tax exempt use property within the
meaning of Section 168(h) of the Code.

(xi) The Company has not distributed the stock of any corporation in a
transaction satisfying the requirements of Section 355 of the Code. No
Company stock has been distributed in a transaction satisfying the
requirements of Section 355 of the Code.

2.16 Environmental Matters. To Company's knowledge, Company (i) has
obtained all applicable permits, licenses and other authorizations that are
required under Environmental Laws the absence of which would have a Material
Adverse Effect on Company; and (ii) is in compliance in all material respects
with all material terms and conditions of such required permits, licenses and
authorizations, and also is in compliance in all material respects with all
Environmental Laws. "Environmental Laws" means all Federal, state, local and
foreign laws and regulations relating to pollution of the environment
(including ambient air, surface water, ground water, land surface or
subsurface strata) or the protection of human health and worker safety,
including, without limitation, laws and regulations relating to emissions,
discharges, releases or threatened releases of Hazardous Materials, or
otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Hazardous Materials.
"Hazardous Materials" means chemicals, pollutants,

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contaminants, wastes, toxic substances, radioactive and biological materials,
asbestos-containing materials, hazardous substances, petroleum and petroleum
products or any fraction thereof, excluding, however, Hazardous Materials
contained in products typically used for office and janitorial purposes
properly and safely maintained in accordance with Environmental Laws.

2.17 Brokers. Except for fees payable to Donaldson, Lufkin & Jenrette
Securities Corporation pursuant to an engagement letter dated October 18,
1999, a copy of which has been provided to Parent, Company has not incurred,
nor will it incur, directly or indirectly, any liability for brokerage or
finders' fees or agents' commissions or any similar charges in connection with
this Agreement or any transaction contemplated hereby.

2.18 Intellectual Property. For the purposes of this Agreement, the
following terms have the following definitions:

"Intellectual Property" shall mean any or all of the following and all
rights in, arising out of, or associated therewith: (i) all United States
and foreign patents and applications therefor and all reissues, divisions,
renewals, extensions, provisionals, continuations and continuations-in-part
thereof ("Patents"); (ii) all inventions (whether patentable or not),
invention disclosures, improvements, trade secrets, proprietary
information, know how, technology, technical data and customer lists, and
all documentation relating to any of the foregoing; (iii) all copyrights,
copyright registrations and applications therefor and all other rights
corresponding thereto throughout the world; (iv) all semiconductor and
semiconductor circuit designs; (v) all rights to all mask works and
reticles, mask work registrations and applications therefor; (vi) all
industrial designs and any registrations and applications therefor
throughout the world; (vii) all trade names, logos, common law trademarks
and service marks; trademark and service mark registrations and
applications therefor and all goodwill associated therewith throughout the
world; (viii) all databases and data collections and all rights therein
throughout the world; (ix) all computer software including all source code,
object code, firmware, development tools, files, records and data, all
media on which any of the foregoing is recorded, all Web addresses, sites
and domain names; (x) any similar, corresponding or equivalent rights to
any of the foregoing; and (xi) all documentation related to any of the
foregoing

"Company Intellectual Property" shall mean any Intellectual Property that
is owned by or exclusively licensed to the Company. Without in any way
limiting the generality of the foregoing, Company Intellectual Property
includes all Intellectual Property owned or licensed by the Company related
to the Company's products, including without limitation all rights in any
design code, documentation, and tooling for packaging of semiconductors in
connection with all current products and products in design and
development.

"Registered Intellectual Property" shall mean all United States,
international and foreign: (i) patents, patent applications (including
provisional applications); (ii) registered trademarks, applications to
register trademarks, intent-to-use applications, or other registrations or
applications related to trademarks; (iii) registered copyrights and
applications for copyright registration; (iv) any mask work registrations
and applications to register mask works; and (v) any other Company
Intellectual Property that is the subject of an application, certificate,
filing, registration or other document issued by, filed with, or recorded
by, any state, government or other public legal authority.

"Company Registered Intellectual Property" means all of the Registered
Intellectual Property owned by, or filed in the name of, the Company.

(a) No material Company Intellectual Property or software product or
service offering of the Company or any of it subsidiaries (each, a "Company
Product") is subject to any proceeding or outstanding decree, order, judgment,
contract, license, agreement, or stipulation restricting in any manner the
use, transfer, or licensing thereof by Company, or which may affect the
validity, use or enforceability of such Company Intellectual Property or
Company Product.

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(b) Each material item of Company Registered Intellectual Property is valid
and subsisting, all necessary registration, maintenance and renewal fees
currently due in connection with such Company Registered Intellectual Property
have been made and all necessary documents, recordations and certificates in
connection with such Company Registered Intellectual Property have been filed
with the relevant patent, copyright, trademark or other authorities in the
United States or foreign jurisdictions, as the case may be, for the purposes
of maintaining such Company Registered Intellectual Property.

(c) Company owns and has good and exclusive title to, each material item of
Company Intellectual Property free and clear of any lien or encumbrance
(excluding non-exclusive licenses and related restrictions granted in the
ordinary course); and the Company is the exclusive owner of all material
trademarks used in connection with the operation or conduct of the business of
Company, including the sale, distribution or provision of any Company Products
by Company.

(d) To the extent that any material Intellectual Property has been
developed or created by a third party for Company, Company has a written
agreement with such third party with respect thereto and Company thereby
either (i) has obtained ownership of, and is the exclusive owner of, or (ii)
has obtained a license (sufficient for the conduct of its business as
currently conducted) to all such third party's Intellectual Property in such
work, material or invention by operation of law or by valid assignment, to the
fullest extent it is legally possible to do so.

(e) Company has not transferred ownership of, or granted any exclusive
license with respect to, any Intellectual Property that is or was material
Company Intellectual Property, to any third party.

(f) Section 2.19(f) of the Company Schedule lists all material contracts,
licenses and agreements to which Company is a party: (i) with respect to
Company Intellectual Property licensed or transferred to any third party
(other than end-user licenses in the ordinary course); or (ii) pursuant to
which a third party has licensed or transferred any material Intellectual
Property to Company.

(g) To Company's knowledge, all material contracts, licenses and agreements
relating to Company Intellectual Property are in full force and effect. The
consummation of the transactions contemplated by this Agreement will neither
violate nor result in the breach, modification, cancellation, termination or
suspension of such contracts, licenses and agreements. Company is in material
compliance with, and has not materially breached any term of any such
contracts, licenses and agreements and, to the knowledge of Company, all other
parties to such contracts, licenses and agreements are in compliance with, and
have not materially breached any term of, such contracts, licenses and
agreements. Following the Closing Date, the Surviving Corporation will be
permitted to exercise all of Company's rights under such contracts, licenses
and agreements to the same extent Company would have been able to had the
transactions contemplated by this Agreement not occurred and without the
payment of any additional amounts or consideration other than ongoing fees,
royalties or payments which Company would otherwise be required to pay.

(h) The operation of the business of the Company as such business currently
is conducted, including (i) Company's design, development, manufacture,
distribution, reproduction, marketing or sale of the products or services of
Company (including Company Products) and (ii) the Company's use of any
product, device or process, has not, does not and will not infringe or
misappropriate the Intellectual Property of any third party or constitute
unfair competition or trade practices under the laws of any jurisdiction.

(i) Company has not received notice from any third party that the operation
of the business of Company or any act, product or service of Company,
infringes or misappropriates the Intellectual Property of any third party or
constitutes unfair competition or trade practices under the laws of any
jurisdiction.

(j) To the knowledge of Company, no person has or is infringing or
misappropriating any Company Intellectual Property.

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(k) Company has taken reasonable steps to protect Company's rights in
Company's confidential information and trade secrets that it wishes to protect
or any trade secrets or confidential information of third parties provided to
Company, and, without limiting the foregoing, Company has and enforces a
policy requiring each employee and contractor to execute a proprietary
information/confidentiality agreement substantially in the form provided to
Parent and all current and former employees and contractors of Company have
executed such an agreement, except where the failure to do so is not
reasonably expected to be material to Company.

(l) All of the Company Products (i) will record, store, process, calculate
and present calendar dates falling on and after (and if applicable, spans of
time including) January 1, 2000, and will calculate any information dependent
on or relating to such dates in the same manner, and with the same
functionality, data integrity and performance, as the products record, store,
process, calculate and present calendar dates on or before December 31, 1999,
or calculate any information dependent on or relating to such dates
(collectively, "Year 2000 Compliant"), (ii) will lose no functionality with
respect to the introduction of records containing dates falling on or after
January 1, 2000, and (iii) will be interoperable with other products used and
distributed by Parent that may reasonably deliver records to the Company's
products or receive records from the Company's products, or interact with the
Company's products.

2.19 Agreements, Contracts and Commitments. Except as set forth in Section
2.19 of the Company Schedule, Company is not a party to or is bound by:

(a) any employment or consulting agreement, contract or commitment with any
officer or director or higher level employee or member of Company's Board of
Directors, other than those that are terminable by Company on no more than
thirty (30) days' notice without liability or financial obligation to the
Company;

(b) any agreement or plan, including, without limitation, any stock option
plan, stock appreciation right plan or stock purchase plan, any of the
benefits of which will be increased, or the vesting of benefits of which will
be accelerated, by the occurrence of any of the transactions contemplated by
this Agreement or the value of any of the benefits of which will be calculated
on the basis of any of the transactions contemplated by this Agreement;

(c) any agreement of indemnification or any guaranty other than any
agreement of indemnification entered into in connection with the sale or
license of software products in the ordinary course of business;

(d) any agreement, contract or commitment currently in force relating to
the disposition or acquisition by Company after the date of this Agreement of
a material amount of assets not in the ordinary course of business or pursuant
to which Company has any material ownership interest in any corporation,
partnership, joint venture or other business enterprise;

(e) any mortgages, indentures, guarantees, loans or credit agreements,
security agreements or other agreements or instruments relating to the
borrowing of money or extension of credit;

(f) any settlement agreement entered into within five (5) years prior to
the date of this Agreement; or

(g) any other agreement, contract or commitment that has a value of
$1,000,000 or more individually.

Neither Company, nor to Company's Knowledge any other party to a Company
Contract (as defined below), is in breach, violation or default under, and
Company has not received written notice that it has breached, violated or
defaulted under, any of the material terms or conditions of any of the
agreements, contracts or commitments to which Company is a party or by which
it is bound that are required to be disclosed in the Company Schedule (any
such agreement, contract or commitment, a "Company Contract") in such a manner
as would permit any other party to cancel or terminate any such Company
Contract, or would permit any other party to seek material damages or other
remedies (for any or all of such breaches, violations or defaults, in the
aggregate).

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2.20 Opinion of Financial Advisor. Company has received an opinion from its
financial advisor, Donaldson, Lufkin & Jenrette Securities Corporation, dated
as of the date hereof, that the Exchange Ratio is fair to the shareholders of
Company from a financial point of view.

2.21 Board Approval. The Board of Directors of Company has, as of the date
of this Agreement, unanimously (i) approved this Agreement and has approved
the Merger and the other transactions contemplated hereby, (ii) determined
that the Merger is consistent with and in furtherance of the long-term
business strategy of Company and fair to, and in the best interests of,
Company and its shareholders and (iii) determined to recommend that the
shareholders of Company adopt and approve this Agreement and approve the
Merger.

2.22 Vote Required. The affirmative vote of a majority of the votes that
holders of the outstanding shares of Company Common Stock are entitled to vote
with respect to the Merger is the only vote of the holders of any class or
series of Company's capital stock necessary to approve this Agreement and the
transactions contemplated hereby.

2.23 State Takeover Statutes. The Board of Directors of Company has
approved the Merger, the Merger Agreement, the Shareholder Agreement and the
transactions contemplated hereby and thereby, and such approval is sufficient
to render inapplicable to the Merger, the Merger Agreement, the Shareholder
Agreement and the transactions contemplated hereby and thereby the provisions
of Code Section 14-2-1110 et seq. and 14-2-1131 et seq. of the Georgia Law to
the extent, if any, such section is applicable to the Merger, the Merger
Agreement, the Shareholder Agreement and the transactions contemplated hereby
and thereby. No other state takeover statute or similar statute or regulation
applies to or purports to apply to the Merger, the Merger Agreement, the
Shareholder Agreement or the transactions contemplated hereby and thereby.

2.24 Pooling of Interests. Neither Company nor any of its directors,
officers or shareholders has taken any action which would interfere with
Parent's ability to account for the Merger as a pooling of interests.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Parent and Merger Sub jointly and severally represent and warrant to
Company, subject to such exceptions as are specifically disclosed in writing
in the disclosure letter and referencing a specific representation supplied by
Parent to Company dated as of the date hereof and certified by a duly
authorized officer of Parent (the "Parent Schedule"), as follows:

3.1 Organization and Qualification; Subsidiaries. Each Parent and Merger
Sub is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation and has the requisite
corporate power and authority to own, lease and operate its assets and
properties and to carry on its business as it is now being conducted. Each of
Parent and Merger Sub is in possession of all Approvals necessary to own,
lease and operate the properties it purports to own, operate or lease and to
carry on its business as it is now being conducted, except where the failure
to have such Approvals would not, individually or in the aggregate, be
material to Parent. Each of Parent and Merger Sub is duly qualified or
licensed as a foreign corporation to do business, and is in good standing, in
each jurisdiction where the character of the properties owned, leased or
operated by it or the nature of its activities makes such qualification or
licensing necessary, except for such failures to be so duly qualified or
licensed and in good standing that would not, either individually or in the
aggregate, be material to Parent.

3.2 Certificate of Incorporation and Bylaws. Parent has previously
furnished to Company complete and correct copies of its Certificate of
Incorporation and Bylaws as amended to date (together, the "Parent Charter
Documents"). Such Parent Charter Documents and equivalent organizational
documents of each of its subsidiaries are in full force and effect. Parent is
not in violation of any of the provisions of the Parent Charter Documents,
Merger Sub is not in violation of any of its equivalent organizational
documents.

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3.3 Capitalization. The authorized capital stock of Parent consists of (i)
100,000,000 shares of Parent Common Stock, and (ii) 5,000,000 shares of
Preferred Stock, $0.001 par value per share ("Parent Preferred Stock"). At the
close of business on November 1, 1999, (i) 14,763,042 shares of Parent Common
Stock were issued and outstanding, (ii) no shares of Parent Common Stock were
held in treasury by Parent or by subsidiaries of Parent, (iii) 300,000 shares
of Parent Common Stock were reserved for future issuance pursuant to Parent's
employee stock purchase plan, (iv) 1,970,190 shares of Parent Common Stock
were reserved for issuance upon the exercise of outstanding options ("Parent
Options") to purchase Parent Common Stock and (v) 51,041 shares of Parent
Common Stock were reserved for future issue upon the exercise of outstanding
warrants to purchase Parent Common Stock. As of the date hereof, no shares of
Parent Preferred Stock were issued or outstanding. The authorized capital
stock of Merger Sub consists of 1,000 shares of common stock, par value $0.001
per share, all of which, as of the date hereof, are issued and outstanding.
All of the outstanding shares of Parent's and Merger Sub's respective capital
stock have been duly authorized and validly issued and are fully paid and
nonassessable. All shares of Parent Common Stock subject to issuance as
aforesaid, upon issuance on the terms and conditions specified in the
instruments pursuant to which they are issuable, shall, and the shares of
Parent Common Stock to be issued pursuant to the Merger will be, duly
authorized, validly issued, fully paid and nonassessable. All outstanding
shares of Parent Common Stock, all outstanding Parent Stock Options, and all
outstanding shares of capital stock of Merger Sub have been issued and granted
in compliance with all applicable securities laws and other applicable Legal
Requirements.

3.4 Authority Relative to this Agreement. Each of Parent and Merger Sub has
all necessary corporate power and authority to execute and deliver this
Agreement, and to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by Parent and Merger Sub and the consummation by Parent and Merger Sub of the
transactions contemplated hereby have been duly and validly authorized by all
necessary corporate action on the part of Parent and Merger Sub, and no other
corporate proceedings on the part of Parent or Merger Sub are necessary to
authorize this Agreement, or to consummate the transactions so contemplated,
subject only to the approval of the Share Issuance by Parent's stockholders
and the filing of the Certificate of Merger pursuant to Georgia Law and the
Delaware Certificate of Merger pursuant to Delaware Law. This Agreement has
been duly and validly executed and delivered by Parent and Merger Sub and,
assuming the due authorization, execution and delivery by Company, constitute
legal and binding obligations of Parent and Merger Sub, enforceable against
Parent and Merger Sub in accordance with its terms.

3.5 No Conflict; Required Filings and Consents

(a) The execution and delivery of this Agreement by Parent and Merger Sub
do not, and the performance of this Agreement by Parent and Merger Sub shall
not, (i) conflict with or violate the Parent Charter Documents, Bylaws or
equivalent organizational documents of Merger Sub, (ii) subject to compliance
with the requirements set forth in Section 3.5(b) below, conflict with or
violate any law, rule, regulation, order, judgment or decree applicable to
Parent or any of its subsidiaries or by which it or their respective
properties are bound or affected, or (iii) result in any breach of or
constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or impair Parent's or any such subsidiary's
rights or alter the rights or obligations of any third party under, or give to
others any rights of termination, amendment, acceleration or cancellation of,
or result in the creation of a lien or encumbrance on any of the properties or
assets of Parent or any of its subsidiaries pursuant to, any material note,
bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which Parent or any of its
subsidiaries is a party or by which Parent or any of its subsidiaries or its
or any of their respective properties are bound or affected, except to the
extent such conflict, violation, breach, default, impairment or other effect
could not in the case of clauses (ii) or (iii) individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

(b) The execution and delivery of this Agreement by Parent and Merger Sub
do not, and the performance of this Agreement by Parent and Merger Sub shall
not, require any consent, approval, authorization or permit of, or filing with
or notification to, any Governmental Entity except (i) for applicable
requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws,
the pre-merger notification requirements of the HSR Act, the

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rules and regulations of Nasdaq, and the filing and recordation of the
Certificate of Merger as required by Georgia Law and the Delaware Certificate
of Merger as required by Delaware Law and (ii) where the failure to obtain
such consents, approvals, authorizations or permits, or to make such filings
or notifications, (x) would not prevent consummation of the Merger or
otherwise prevent Parent or Merger Sub from performing their respective
obligations under this Agreement or (y) could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

3.6 SEC Filings; Financial Statements.

(a) Parent has made available to Company a correct and complete copy of
each report, schedule, registration statement and definitive proxy statement
filed by Parent with the SEC on or after October 1, 1999 (the "Parent SEC
Reports"), which are all the forms, reports and documents required to be filed
by Parent with the SEC since October 1, 1999. The Parent SEC Reports (A) were
prepared in accordance with the requirements of the Securities Act or the
Exchange Act, as the case may be, and (B) did not at the time they were filed
(or if amended or superseded by a filing prior to the date of this Agreement,
then on the date of such filing) contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. None of Parent's
subsidiaries is required to file any reports or other documents with the SEC.

(b) Each set of financial statements (including, in each case, any related
notes thereto) contained in the Parent SEC Reports was prepared in accordance
with GAAP applied on a consistent basis throughout the periods involved
(except as may be indicated in the notes thereto or, in the case of unaudited
statements, do not contain footnotes as permitted by Form 10-Q of the Exchange
Act) and each fairly presents the consolidated financial position of Parent
and its subsidiaries at the respective dates thereof and the consolidated
results of its operations and cash flows for the periods indicated, except
that the unaudited interim financial statements were or are subject to normal
adjustments which were not or are not expected to be material in amount.

(c) Parent has previously furnished to Company a complete and correct copy
of any amendments or modifications, which have not yet been filed with the SEC
but which are required to be filed, to agreements, documents or other
instruments which previously had been filed by Parent with the SEC pursuant to
the Securities Act or the Exchange Act.

3.7 No Undisclosed Liabilities. Neither Parent nor Merger Sub has any
liabilities (absolute, accrued, contingent or otherwise) which are,
individually or in the aggregate, material to the business, results of
operations or financial condition of Parent and Merger Sub taken as a whole,
except (i) liabilities provided for in Parent's balance sheet as of September
30, 1999 or (ii) liabilities incurred since September 30, 1999 in the ordinary
course of business.

3.8 Absence of Certain Changes or Events. Since September 30, 1999, there
has not been: (i) any Material Adverse Effect on Parent, (ii) any declaration,
setting aside or payment of any dividend on, or other distribution (whether in
cash, stock or property) in respect of, any of Parent's or Merger Sub's
capital stock, or any purchase, redemption or other acquisition by Parent of
any of Parent's capital stock or any other securities of Parent Merger Sub or
any options, warrants, calls or rights to acquire any such shares or other
securities except for repurchases from employees following their termination
pursuant to the terms of their pre-existing stock option or purchase
agreements, (iii) any split, combination or reclassification of any of
Parent's or Merger Sub's capital stock, (iv) any granting by Parent of any
increase in compensation or fringe benefits, except for normal increases of
cash compensation to non-officer employees in the ordinary course of business
consistent with past practice, or any payment by Parent of any bonus, except
for bonuses made to non-officer employees in the ordinary course of business
consistent with past practice, or any granting by Parent of any increase in
severance or termination pay or any entry by Parent into any currently
effective employment, severance, termination or indemnification agreement or
any agreement the benefits of which are contingent or the terms of which are
materially altered upon the occurrence of a transaction involving Parent of
the nature contemplated hereby, (v) entry by Parent or Merger Sub into any
licensing or other agreement with regard to the acquisition or

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disposition of any Intellectual Property other than licenses in the ordinary
course of business consistent with past practice or any amendment or consent
with respect to any licensing agreement filed or required to be filed by
Parent with the SEC, (vi) any material change by Parent in its accounting
methods, principles or practices, except as required by concurrent changes in
GAAP, or (vii) any revaluation by Parent of any of its assets, including,
without limitation, writing down the value of capitalized inventory or writing
off notes or accounts receivable or any sale of assets of the Parent other
than in the ordinary course of business.

3.9 Absence of Litigation. There are no claims, actions, suits or
proceedings pending or, to the knowledge of Parent, threatened (or, to the
knowledge of Parent, any governmental or regulatory investigation pending or
threatened) against Parent or Merger Sub or any properties or rights of Parent
or Merger Sub, before any court, arbitrator or administrative, governmental or
regulatory authority or body, domestic or foreign.

3.10 Registration Statement; Joint Proxy Statement/Prospectus. None of the
information supplied or to be supplied by Parent for inclusion or
incorporation by reference in (i) the S-4 will, at the time the S-4 becomes
effective under the Securities Act, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading; and (ii) the Joint
Proxy Statement/Prospectus will not, at the dates mailed to the shareholders
of Company and of Parent, at the time of the Company Shareholders' Meeting,
the time of the Parent Stockholders' Meeting and as of the Effective Time,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made,
not misleading. The S-4 will comply as to form in all material respects with
the provisions of the Securities Act and the rules and regulations promulgated
by the SEC thereunder. Notwithstanding the foregoing, Parent makes no
representation or warranty with respect to any information supplied by the
Company which is contained in any of the foregoing documents.

3.11 Restrictions on Business Activities. There is no agreement,
commitment, judgment, injunction, order or decree binding upon Parent or
Merger Sub or to which Parent or Merger Sub is a party which has or could
reasonably be expected to have the effect of prohibiting or materially
impairing any business practice of Parent or Merger Sub, any acquisition of
property by Parent or Merger Sub or the conduct of business by Parent or
Merger Sub as currently conducted.

3.12 Title to Property. Neither Parent nor Merger Sub owns any material
real property. Parent and Merger Sub have good and defensible title to all of
their material properties and assets, free and clear of all liens, charges and
encumbrances except liens for taxes not yet due and payable and such liens or
other imperfections of title, if any, as do not materially detract from the
value of or interfere with the present use of the property affected thereby;
and all leases pursuant to which Parent or Merger Sub lease from others
material real or personal property are in good standing, valid and effective
in accordance with their respective terms, and there is not, under any of such
leases, any existing material default or event of default (or any event which
with notice or lapse of time, or both, would constitute a material default and
in respect of which Parent or subsidiary has not taken adequate steps to
prevent such default from occurring).

3.13 Taxes.

(a) Parent and each of its subsidiaries have timely filed all Returns
relating to Taxes required to be filed by Parent and each of its subsidiaries
with any Tax authority, except such Returns which are not material to Parent.
Parent and each of its subsidiaries have paid all Taxes shown to be due on
such Returns.

(b) Parent and each of its subsidiaries as of the Effective Time will have
withheld with respect to its employees all federal and state income taxes,
Taxes pursuant to the Federal Insurance Contribution Act, Taxes pursuant to
the Federal Unemployment Tax Act and other Taxes required to be withheld,
except such Taxes which are not material to the Parent.

(c) Neither Parent nor any of its subsidiaries has been delinquent in the
payment of any material Tax nor is there any material Tax deficiency
outstanding, proposed or assessed against Parent or any of its subsidiaries,

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nor has Parent or any of its subsidiaries executed any unexpired waiver of any
statute of limitations on or extending the period for the assessment or
collection of any Tax.

(d) No audit or other examination of any Return of Parent or any of its
subsidiaries by any Tax authority is presently in progress, nor has Parent or
any of its subsidiaries been notified of any request for such an audit or
other examination.

(e) No adjustment relating to any Returns filed by Parent or any of its
subsidiaries has been proposed in writing formally or informally by any Tax
authority to Parent or any of its subsidiaries or any representative thereof.

(f) Neither Parent nor any of its subsidiaries has any liability for any
material unpaid Taxes which has not been accrued for or reserved on the Parent
balance sheet dated September 30, 1999 in accordance with GAAP, whether
asserted or unasserted, contingent or otherwise, which is material to Parent,
other than any liability for unpaid Taxes that may have accrued since
September 30, 1999 in connection with the operation of the business of Parent
and its subsidiaries in the ordinary course.

(g) Neither Parent nor any of its subsidiaries has filed any consent
agreement under Section 341(f) of the Code or agreed to have Section 341(f)(2)
of the Code apply to any disposition of a subsection (f) asset (as defined in
Section 341(f)(4) of the Code) owned by the Parent or any of its subsidiaries.

(h) Neither Parent nor any of its subsidiaries is party to or has any
obligation under any tax-sharing, tax indemnity or tax allocation agreement or
arrangement.

(i) None of Parent's or its subsidiaries' assets are tax exempt use
property within the meaning of Section 168(h) of the Code.

(j) Parent has not distributed the stock of any corporation in a
transaction satisfying the requirements of Section 355 of the Code. No Parent
stock has been distributed in a transaction satisfying the requirements of
Section 355 of the Code.

3.14 Environmental Matters. To Parent's knowledge, Parent (i) has obtained
all applicable permits, licenses and other authorizations that are required
under Environmental Laws the absence of which would have a Material Adverse
Effect on Parent; and (ii) is in compliance in all material respects with all
material terms and conditions of such required permits, licenses and
authorizations, and also is in compliance in all material respects with all
Environmental Laws.

3.15 Brokers. Except for fees payable to Morgan Stanley & Co. Incorporated
pursuant to an engagement letter dated November 11, 1999, a copy of which has
been provided to Company, Parent has not incurred, nor will it incur, directly
or indirectly, any liability for brokerage or finders' fees or agents'
commissions or any similar charges in connection with this Agreement or any
transaction contemplated hereby.

3.16 Intellectual Property. For the purposes of this Agreement, the
following terms have the following definitions:

"Parent Intellectual Property" shall mean any Intellectual Property that
is owned by or exclusively licensed to Parent or any of its subsidiaries.
Without in any way limiting the generality of the foregoing, Parent
Intellectual Property includes all Intellectual Property owned or licensed
by Parent related to Parent's products, including without limitation all
rights in any design code, documentation, and tooling for packaging of
semiconductors in connection with all current products and products in
design and development.

"Parent Registered Intellectual Property" means all of the Registered
Intellectual Property owned by, or filed in the name of, Parent or any of
its subsidiaries.

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(a) No material Parent Intellectual Property or software product or service
offering of Parent or any of it subsidiaries (each, a "Parent Product") is
subject to any proceeding or outstanding decree, order, judgment, contract,
license, agreement, or stipulation restricting in any manner the use,
transfer, or licensing thereof by Parent or any of its subsidiaries, or which
may affect the validity, use or enforceability of such Parent Intellectual
Property or Parent Product.

(b) Each material item of Parent Registered Intellectual Property is valid
and subsisting, all necessary registration, maintenance and renewal fees
currently due in connection with such Parent Registered Intellectual Property
have been made and all necessary documents, recordations and certificates in
connection with such Parent Registered Intellectual Property have been filed
with the relevant patent, copyright, trademark or other authorities in the
United States or foreign jurisdictions, as the case may be, for the purposes
of maintaining such Parent Registered Intellectual Property.

(c) Parent owns and has good and exclusive title to, each material item of
Parent Intellectual Property free and clear of any lien or encumbrance
(excluding non-exclusive licenses and related restrictions granted in the
ordinary course); and Parent is the exclusive owner of all material trademarks
used in connection with the operation or conduct of the business of Parent and
its subsidiaries, including the sale, distribution or provision of any Parent
Products by Parent or its subsidiaries.

(d) To the extent that any material Intellectual Property has been
developed or created by a third party for Parent or any of its subsidiaries,
Parent has a written agreement with such third party with respect thereto and
Parent thereby either (i) has obtained ownership of, and is the exclusive
owner of, or (ii) has obtained a perpetual license (sufficient for the conduct
of its business as currently conducted) to all such third party's Intellectual
Property in such work, material or invention by operation of law or by valid
assignment, to the fullest extent it is legally possible to do so.

(e) Neither Parent nor any of its subsidiaries has transferred ownership
of, or granted any exclusive license with respect to, any Intellectual
Property that is or was material Parent Intellectual Property, to any third
party.

(f) To Parent's knowledge, all material contracts, licenses and agreements
relating to Parent Intellectual Property are in full force and effect. The
consummation of the transactions contemplated by this Agreement will neither
violate nor result in the breach, modification, cancellation, termination or
suspension of such contracts, licenses and agreements. Each of Parent and its
subsidiaries is in material compliance with, and has not materially breached
any term of any such contracts, licenses and agreements and, to the knowledge
of Parent, all other parties to such contracts, licenses and agreements are in
compliance with, and have not materially breached any term of, such contracts,
licenses and agreements.

(g) The operation of the business of Parent and its subsidiaries as such
business currently is conducted, including (i) Parent's and its subsidiaries'
design, development, manufacture, distribution, reproduction, marketing or
sale of the products or services of Parent and its subsidiaries (including
Parent Products) and (ii) Parent's use of any product, device or process, has
not, does not and will not infringe or misappropriate the Intellectual
Property of any third party or constitute unfair competition or trade
practices under the laws of any jurisdiction.

(h) Neither Parent nor any of its subsidiaries has received notice from any
third party that the operation of the business of Parent or any of its
subsidiaries or any act, product or service of Parent or any of its
subsidiaries, infringes or misappropriates the Intellectual Property of any
third party or constitutes unfair competition or trade practices under the
laws of any jurisdiction.

(i) To the knowledge of Parent, no person has or is infringing or
misappropriating any Parent Intellectual Property.

(j) Parent and each of its subsidiaries has taken reasonable steps to
protect Parent's and its subsidiaries' rights in Parent's confidential
information and trade secrets that it wishes to protect or any trade secrets
or

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confidential information of third parties provided to Parent or any of its
subsidiaries, and, without limiting the foregoing, each of Parent and its
subsidiaries has and enforces a policy requiring each employee and contractor
to execute a proprietary information/confidentiality agreement substantially
in the form provided to Parent and all current and former employees and
contractors of Parent and any of its subsidiaries have executed such an
agreement, except where the failure to do so is not reasonably expected to be
material to Parent.

(k) All of the Parent Products (i) are Year 2000 Compliant, (ii) will lose
no functionality with respect to the introduction of records containing dates
falling on or after January 1, 2000, and (iii) will be interoperable with
other products used and distributed by Parent that may reasonably deliver
records to Parent's or any of its subsidiaries' products or receive records
from Parent's or any of its subsidiaries' products, or interact with Parent's
or any of its subsidiaries' products.

3.17 Agreements, Contracts and Commitments. Neither Parent nor Merger Sub
is a party to or is bound by:

(a) any employment or consulting agreement, contract or commitment with any
officer or director or higher level employee or member of Parent's Board of
Directors, other than those that are terminable by Parent or Merger Sub on no
more than thirty (30) days' notice without liability or financial obligation
to Parent;

(d) any agreement, contract or commitment currently in force relating to
the disposition or acquisition by Parent or Merger Sub after the date of this
Agreement of a material amount of assets not in the ordinary course of
business or pursuant to which Parent or Merger Sub has any material ownership
interest in any corporation, partnership, joint venture or other business
enterprise other than Parent's Merger Sub;

(e) any mortgages, indentures, guarantees, loans or credit agreements,
security agreements or other agreements or instruments relating to the
borrowing of money or extension of credit;

(f) any settlement agreement entered into within five (5) years prior to
the date of this Agreement; or

(g) any other agreement, contract or commitment that has a value of
$1,000,000 or more individually.

Neither Parent nor any of its subsidiaries, nor to Parent's knowledge any
other party to a Parent Contract (as defined below), is in breach, violation
or default under, and neither Parent nor any of its subsidiaries has received
written notice that it has breached, violated or defaulted under, any of the
material terms or conditions of any of the agreements, contracts or
commitments to which Parent or Merger Sub is a party or by which it is bound
that are required to be disclosed in the Parent Schedule (any such agreement,
contract or commitment, a "Parent Contract") in such a manner as would permit
any other party to cancel or terminate any such Parent Contract, or would
permit any other party to seek material damages or other remedies (for any or
all of such breaches, violations or defaults, in the aggregate).

3.18 Opinion of Financial Advisor. Parent has received an opinion from its
financial advisor, Morgan Stanley & Co. Incorporated, dated as of the date
hereof, that the Exchange Ratio is fair to Parent from a financial point of
view.

3.19 Board Approval. The Board of Directors of Parent has, as of the date
of this Agreement, unanimously (i) has determined that the Merger is
consistent with and in furtherance of the long-term business

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strategy of Parent and is fair to, and in the best interests of, Parent and
its stockholders, (ii) has approved this Agreement, the Merger and the other
transactions contemplated by this Agreement and (iii) has determined to
recommend that the stockholders of Parent approve the Share Issuance.

3.20 Vote Required. The affirmative vote of a majority of the shares of
Parent Common Stock that cast votes regarding the Share Issuance in person or
by proxy at the Parent Stockholders' Meeting is the only vote of the holders
of any class or series of Parent's capital stock necessary to approve this
Agreement and the transactions contemplated hereby.

3.21 Delaware Law Section 203. The Board of Directors of Parent has
approved the Merger, the Merger Agreement, the Stockholder Agreement and the
transactions contemplated hereby and thereby, and such approval is sufficient
to render inapplicable to the Merger, the Merger Agreement, the Stockholder
Agreement and the transactions contemplated hereby and thereby the provisions
of Delaware Law Section 203 to the extent, if any, such section is applicable
to the Merger, the Merger Agreement, the Stockholder Agreement and the
transactions contemplated hereby and thereby. Neither Parent nor Merger Sub is
the beneficial owner of 10% or more of the voting power of the outstanding
voting shares of Company or is an affiliate of Company.

3.22 Pooling of Interests. Neither Parent nor any of its directors,
officers or stockholders has taken any action which would interfere with
Parent's ability to account for the Merger as a pooling of interests.

3.23 Merger Sub Operations. Merger Sub was formed solely for the purpose of
engaging in the transactions contemplated hereby and has not (a) engaged in
any business activities, (b) conducted any operations other than in connection
with the transactions contemplated hereby or (c) incurred any liabilities
other than in connection with the transactions contemplated hereby.

ARTICLE IV

CONDUCT PRIOR TO THE EFFECTIVE TIME

4.1 Conduct of Business by Company. During the period from the date of this
Agreement and continuing until the earlier of the termination of this
Agreement pursuant to its terms or the Effective Time, Company shall, except
to the extent that Parent shall otherwise consent in writing, carry on its
business, in the ordinary course, and in compliance with all applicable laws
and regulations, pay its debts and taxes when due subject to good faith
disputes over such debts or taxes, pay or perform other material obligations
when due, and use its commercially reasonable efforts consistent with past
practices and policies to (i) preserve intact its present business
organization, (ii) keep available the services of its present officers and
employees and (iii) preserve its relationships with customers, suppliers,
distributors, licensors, licensees, and others with which it has business
dealings.

In addition, except as expressly permitted by the terms of this Agreement,
without the prior written consent of Parent, during the period from the date
of this Agreement and continuing until the earlier of the termination of this
Agreement pursuant to its terms or the Effective Time, Company shall not do
any of the following and shall not permit its subsidiaries to do any of the
following:

(a) Waive any stock repurchase rights, accelerate, amend or change the
period of exercisability of options or restricted stock, or reprice options
granted under any employee, consultant, director or other stock plans or
authorize cash payments in exchange for any options granted under any of such
plans;

(b) Grant any severance or termination pay to any officer or employee
except pursuant to written agreements outstanding, or policies existing, on
the date hereof and as previously disclosed in writing or made available to
Parent, or adopt any new severance plan;

(c) Transfer or license to any person or entity or otherwise extend, amend
or modify any rights to the Company Intellectual Property, or enter into
grants to transfer or license to any person future patent rights other

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than in the ordinary course of business consistent with past practices,
provided that in no event shall Company license on an exclusive basis or sell
any Company Intellectual Property;

(d) Declare, set aside or pay any dividends on or make any other
distributions (whether in cash, stock, equity securities or property) in
respect of any capital stock or split, combine or reclassify any capital stock
or issue or authorize the issuance of any other securities in respect of, in
lieu of or in substitution for any capital stock;

(e) Purchase, redeem or otherwise acquire, directly or indirectly, any
shares of capital stock of Company or its subsidiaries, except repurchases of
unvested shares at cost in connection with the termination of the employment
relationship with any employee pursuant to stock option or purchase agreements
in effect on the date hereof;

(f) Issue, deliver, sell, authorize, pledge or otherwise encumber or
propose any of the foregoing with respect to, any shares of capital stock or
any securities convertible into shares of capital stock, or subscriptions,
rights, warrants or options to acquire any shares of capital stock or any
securities convertible into shares of capital stock, or enter into other
agreements or commitments of any character obligating it to issue any such
shares or convertible securities, other than (x) the issuance delivery and/or
sale of (i) shares of Company Common Stock pursuant to the exercise of stock
options outstanding as of the date of this Agreement or granted pursuant to
clause (y) hereof, and (ii) shares of Company Common Stock issuable to
participants in the ESPP consistent with the terms thereof and (y) the
granting of stock options (and the issuance of Company Common Stock upon
exercise thereof), in the ordinary course of business and consistent with past
practices, in an amount not to exceed options to purchase (and the issuance of
Company Common Stock upon exercise thereof) 50,000 shares in the aggregate;

(g) Cause, permit or propose any amendments to the Company Charter
Documents (or similar governing instruments of any of its subsidiaries);

(h) Acquire or agree to acquire by merging or consolidating with, or by
purchasing any equity interest in or a portion of the assets of, or by any
other manner, any business or any corporation, partnership, association or
other business organization or division thereof, or otherwise acquire or agree
to acquire any assets or enter outside the ordinary course of Company's
business consistent with past practice into any joint ventures, strategic
partnerships or alliances;

(i) Sell, lease, license, encumber or otherwise dispose of any properties
or assets except sales of inventory in the ordinary course of business
consistent with past practice, except for the sale, lease or disposition
(other than through licensing) of property or assets which are not material,
individually or in the aggregate, to the business of Company and its
subsidiaries;

(j) Incur any indebtedness for borrowed money or guarantee any such
indebtedness of another person, issue or sell any debt securities or options,
warrants, calls or other rights to acquire any debt securities of Company,
enter into any "keep well" or other agreement to maintain any financial
statement condition or enter into any arrangement having the economic effect
of any of the foregoing other than in connection with the financing of
ordinary course trade payables consistent with past practice;

(k) Adopt or amend any employee benefit plan, policy or arrangement, any
employee stock purchase or employee stock option plan, or enter into any
employment contract or collective bargaining agreement (other than offer
letters and letter agreements entered into in the ordinary course of business
consistent with past practice with employees who are terminable "at will"),
pay any special bonus or special remuneration to any director or employee, or
increase the salaries or wage rates or fringe benefits (including rights to
severance or indemnification) of its directors, officers, employees or
consultants;

(l) Make any individual or series of related payments outside of the
ordinary course of business (including payments to legal, accounting or other
professional service advisors, but excluding payments to Donaldson, Lufkin &
Jenrette Securities Corporation as described in Section 2.17) in excess of
$1,000,000;

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(m) Revalue any of its assets or, except as required by GAAP, make any
change in accounting methods, principles or practices;

(n) Incur or enter into any agreement, contract or commitment outside of
the ordinary course of business in excess of $1,000,000 individually;

(o) Engage in any action that could (i) cause the Merger to fail to qualify
as a "reorganization" under Section 368(a) of the Code or (ii) interfere with
Parent's ability to account for the Merger as a pooling of interests, whether
or not (in each case) otherwise permitted by the provisions of this Article
IV;

(p) Engage in any action with the intent to directly or indirectly
adversely impact any of the transactions contemplated by this Agreement;

(q) Make any tax election that, individually or in the aggregate, is
reasonably likely to adversely affect in any material respect the tax
liability or tax attributes of Company or any of its subsidiaries or settle or
compromise any material income tax liability; or

(r) Agree in writing or otherwise to take any of the actions described in
Section 4.1 (a) through (q) above.

4.2 Conduct of Business by Parent. During the period from the date of this
Agreement and continuing until the earlier of the termination of this
Agreement pursuant to its terms or the Effective Time, Parent and Merger Sub
shall, except to the extent that Company shall otherwise consent in writing,
carry on its business, in the ordinary course and in compliance with all
applicable laws and regulations, pay its debts and taxes when due subject to
good faith disputes over such debts or taxes, pay or perform other material
obligations when due, and use its commercially reasonable efforts consistent
with past practices and policies to (i) preserve intact its present business
organization, (ii) keep available the services of its present officers and
employees and (iii) preserve its relationships with customers, suppliers,
distributors, licensors, licensees, and others with which it has business
dealings.

During the period from the date of this Agreement and continuing until the
earlier of the termination of this Agreement pursuant to its terms or the
Effective Time, Parent shall not do any of the following and shall not permit
its subsidiaries to do any of the following:

(b) Declare, set aside or pay any dividends on or make any other
distributions (whether in cash, stock, equity securities or property) in
respect of any capital stock or split, combine or reclassify any capital stock
or issue or authorize the issuance of any other securities in respect of, in
lieu of or in substitution for any capital stock;

(c) Purchase, redeem or otherwise acquire, directly or indirectly, any
shares of capital stock of Parent or its subsidiaries, except repurchases of
unvested shares at cost in connection with the termination of the employment
relationship with any employee pursuant to stock option or purchase agreements
in effect on the date hereof;

(d) Issue, deliver, sell, authorize, pledge or otherwise encumber or
propose any of the foregoing with respect to, any shares of capital stock or
any securities convertible into shares of capital stock, or subscriptions,
rights, warrants or options to acquire any shares of capital stock or any
securities convertible into shares of capital stock, or enter into other
agreements or commitments of any character obligating it to issue any such
shares or convertible securities, other than (x) the issuance delivery and/or
sale of (i) shares of Parent Common Stock pursuant to the exercise of stock
options outstanding as of the date of this Agreement or granted pursuant to
clause (y) hereof and (ii) shares of Parent Common Stock issuable to
participants in Parent's employee stock

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purchase plan consistent with the terms thereof and (y) the granting of stock
options (and the issuance of Parent Common Stock upon exercise thereof), in
the ordinary course of business and consistent with past practices;

(e) Cause, permit or propose any amendments to the Parent Charter Documents
(or similar governing instruments of any of its subsidiaries);

(f) Acquire or agree to acquire by merging or consolidating with, or by
purchasing any equity interest in or a portion of the assets of, or by any
other manner, any business or any corporation, partnership, association or
other business organization or division thereof, or otherwise acquire or agree
to acquire any assets or enter outside the ordinary course of Parent's
business consistent with past practice into any joint ventures, strategic
partnerships or alliances, in each case other than as would not result in a
material delay in the Merger;

(g) Sell, lease, license, encumber or otherwise dispose of any properties
or assets except sales of inventory in the ordinary course of business
consistent with past practice, except for the sale, lease or disposition
(other than through licensing) of property or assets which are not material,
individually or in the aggregate, to the business of Parent and its
subsidiaries;

(h) Revalue any of its assets or, except as required by GAAP, make any
change in accounting methods, principles or practices;

(i) Engage in any action that could (i) cause the Merger to fail to qualify
as a "reorganization" under Section 368(a) of the Code or (ii) interfere with
Parent's ability to account for the Merger as a pooling of interests, whether
or not (in each case) otherwise permitted by the provisions of this Article
IV;

(j) Engage in any action with the intent to directly or indirectly
adversely impact any of the transactions contemplated by this Agreement;

(k) Make any tax election that, individually or in the aggregate, is
reasonably likely to adversely affect in any material respect the tax
liability or tax attributes of Company or any of its subsidiaries or settle or
compromise any material income tax liability; or;

(l) Agree in writing or otherwise to take any of the actions described in
Section 4.1 (a) through (k) above.

ARTICLE V
ADDITIONAL AGREEMENTS

5.1 Joint Proxy Statement/Prospectus; Registration Statement.

(a) As promptly as practicable after the execution of this Agreement,
Parent and Company shall jointly prepare and shall file with the SEC a
document or documents that will constitute (i) the prospectus forming part of
the registration statement on the S-4 and (ii) the Joint Proxy
Statement/Prospectus. Each of the parties hereto shall use all reasonable
efforts to cause the S-4 to become effective as promptly as practicable after
the date hereof, and, prior to the effective date of the S-4, the parties
hereto shall take all action required under any applicable Laws in connection
with the issuance of shares of Parent Common Stock pursuant to the Merger.
Each of Parent and Company shall provide promptly to the other said
information concerning its business and financial statements and affairs, as,
in the reasonable judgment of the providing party or its counsel, may be
required or appropriate for inclusion in the Proxy Statement/Prospectus and
the S-4, or in any amendments or supplements thereto, and to cause its counsel
and auditors to cooperate with the other's counsel and auditors in the
preparation of the Proxy Statement/Prospectus and the S-4. Each of the Company
and Parent will respond to any comments of the SEC, and will use its
respective reasonable efforts to have the S-4 declared effective under the
Securities Act as promptly as practicable after such filing, and will cause
the Proxy Statement/Prospectus to be mailed to its respective stockholders and
shareholders, as promptly as practicable after the effective date of the S-4.
As promptly as practicable after the date of the Agreement, each of Company
and Parent will prepare and file any

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filings required to be filed by it under the Exchange Act, the Securities Act,
or other federal, foreign or Blue Sky or related laws relating to the Merger
and the transactions contemplated by this Agreement (the "Other Filings").
Each of Company and Parent will notify the other promptly upon the receipt of
any comments of the SEC or its staff or any other government officials for
amendments or supplements to the S-4, the Joint Proxy Statement/Prospectus or
any Other Filing, or any additional information and will supply the other with
copies of all correspondence between such party or any of its representatives,
on the one hand, and the SEC or its staff or any other government officials,
on the other hand, with respect to the S-4, the Joint Proxy
Statement/Prospectus, the Merger or any Other Filing. Each of Company and
Parent will cause all documents that it is responsible for filing with the SEC
or other regulatory authorities under this Section 5.1(a) to comply in all
material respects with all applicable requirements of law and the rules and
regulations promulgated thereunder. Whenever any event occurs which is
required to be set forth in the Joint Proxy Statement/Prospectus, the S-4 or
any Other Filing, Company or Parent as the case may be, will promptly inform
the other of such occurrence and cooperate in filing with the SEC or its staff
or any other government officials, and/or mailing to shareholders of Company,
and stockholders of Parent, such amendment or supplement.

(b) The Joint Proxy Statement/Prospectus shall include (i) the approval of
this Agreement and the Merger and the recommendation of the Board of Directors
of Company to Company's shareholders that they vote in favor of approval of
this Agreement and the Merger, subject to the right of the Board of Directors
of the Company to withdraw its recommendation in compliance with Section 5.4
of this Agreement, and (ii) the opinion of Donaldson, Lufkin & Jenrette
Securities Corporation referred to in Section 2.20 (unless the Board of
Directors of Company has withdrawn its recommendation in compliance with
Section 5.4); provided, however, that the Board of Directors of Company shall
submit this Agreement to Company's shareholders whether or not at any time
subsequent to the date hereof such board determines that it can no longer make
such recommendation. The Joint Proxy Statement/Prospectus shall include (A)
the approval of the Share Issuance and the recommendation of the Board of
Directors of Parent to Parent's stockholders that they vote in favor of
approval of the Share Issuance, and (B) the opinion of Morgan Stanley & Co.
Incorporated referred to in Section 3.18.

(c) No amendment or supplement to the Joint Proxy Statement/Prospectus or
the S-4 shall be made without the approval of Parent and Company, which
approval shall not be unreasonably withheld or delayed. Each of the parties
hereto shall advise the other parties hereto, promptly after it receives
notice thereof, of the time when the S-4 has become effective or any
supplement or amendment has been filed, of the issuance of any stop order, of
the suspension of the qualification of the Parent Common Stock issuable in
connection with the Merger for offering or sale in any jurisdiction, or of any
request by the SEC for amendment of the Joint Proxy Statement/Prospectus or
the S-4 or comments thereon and responses thereto or requests by the SEC for
additional information.

5.2 Shareholder and Stockholder Meetings. Company shall take all action
necessary in accordance with applicable law and the Company Charter Documents
to convene the Company Shareholders' Meeting and Parent shall call and hold
the Parent Stockholders' Meeting as promptly as practicable after declaration
of the effectiveness of the S-4 and for the purpose of voting upon the
approval of this Agreement and the Merger or the Share Issuance, as the case
may be, pursuant to the Joint Proxy Statement/Prospectus, and Company and
Parent shall use all reasonable efforts to hold the Parent Stockholders'
Meeting and the Company Shareholders' Meeting on the same day and as soon as
practicable after the date on which the S-4 becomes effective. Nothing herein
shall prevent Company or Parent from adjourning or postponing the Company
Shareholders' Meeting or the Parent Stockholders' Meeting, as the case may be,
to the extent necessary to ensure that any necessary supplement or amendment
to the Proxy Statement/Prospectus is provided to Company's shareholders or
Parent's stockholders in advance of a vote on the Merger and this Agreement
or, if as of the time for which the Company's Shareholders' Meeting and Parent
Stockholders' Meeting is originally scheduled (as set forth in the Joint
Prospectus/Proxy Statement) if there are insufficient shares of Company Common
Stock or Parent Common Stock, as the case may be, either in person or by proxy
to constitute a quorum necessary to conduct business at their respective
meetings of the shareholders or stockholders. Company's Board of Directors
shall submit this Agreement and the Merger for shareholder approval pursuant
to Section 14-2-1103(c) of Georgia Law subject only to the condition of
shareholder approval as described in Section 2.22. Unless Company's Board of
Directors

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has withdrawn its recommendation of this Agreement and the Merger in
compliance with Section 5.4, Company shall use all reasonable efforts to
solicit from its shareholders proxies in favor of the approval of this
Agreement and the Merger pursuant to the Joint Proxy Statement/Prospectus and
shall take all other action necessary or advisable to secure the vote or
consent of shareholders required by Georgia Law or applicable stock exchange
requirements to obtain such approvals. Parent shall use all reasonable efforts
to solicit from its stockholders proxies in favor of the Share Issuance
pursuant to the Joint Proxy Statement/Prospectus and shall take all other
action necessary or advisable to secure the vote or consent of stockholders
required by the Delaware Law or applicable Nasdaq requirements to obtain such
approval. Subject to Section 5.4, each of the parties hereto shall take all
other action necessary or advisable to promptly and expeditiously secure any
vote or consent of stockholders or shareholders required by applicable law and
such party's certificate of incorporation and bylaws to effect the Merger.
Company shall call and hold the Company Shareholders' Meeting for the purpose
of voting upon the approval of this Agreement and the Merger whether or not
Company's Board of Directors at any time subsequent to the date hereof
determines to no longer recommend that Company's shareholders approve such
proposal.

5.3 Confidentiality; Access to Information.

(a) The parties acknowledge that Company and Parent have previously
executed a mutual nondisclosure agreement, dated as of October 7, 1999 (as
amended, the "Confidentiality Agreement"), which Confidentiality Agreement
will continue in full force and effect in accordance with its terms.

(b) Each of the Company and Parent will afford the other and the other's
accountants, counsel and other representatives reasonable access during normal
business hours and upon reasonable notice to its properties, books, records
and personnel during the period prior to the Effective Time to obtain all
information concerning its business as such other party may reasonably
request. No information or knowledge obtained in any investigation pursuant to
this Section 5.3 will affect or be deemed to modify any representation or
warranty contained herein or the conditions to the obligations of the parties
to consummate the Merger.

5.4 No Solicitation.

(a) From and after the date of this Agreement until the Effective Time or
termination of this Agreement pursuant to Article VII, Company will not, nor
will it authorize or permit any of its officers, directors, affiliates or
employees or any investment banker, attorney or other advisor or
representative retained by any of them to, directly or indirectly, (i)
solicit, initiate, encourage or induce the making, submission or announcement
of any Acquisition Proposal (as defined below), (ii) participate in any
discussions or negotiations regarding, or furnish to any person any
information with respect to, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes or may reasonably be
expected to lead to, any Acquisition Proposal, (iii) engage in discussions
with any person with respect to any Acquisition Proposal, (iv) approve,
endorse or recommend any Acquisition Proposal or (v) enter into any letter of
intent or similar document or any contract, agreement or commitment
contemplating or otherwise relating to any Acquisition Transaction (as defined
below); provided, however, that nothing contained in this Section 5.4 shall
prohibit the Board of Directors of Company (i) from complying with Rule 14d-9
or 14e-2(a) promulgated under the Exchange Act with regard to a tender or
exchange offer not made in violation of this Section 5.4 or (ii) from, in
response to an unsolicited, bona fide written Acquisition Proposal that
Company's Board of Directors reasonably concludes constitutes a Superior
Proposal (as defined below), engaging in discussions and negotiations with and
furnishing information to the party making, or recommending to Company's
shareholders (and, in conjunction with such recommendation, withdrawing its
recommendation of the Merger), such Acquisition Proposal to the extent (A) the
Board of Directors of the Company determines, in good faith in consultation
with and in receipt of advice from its outside legal counsel, that it is
required to do so in order to act in a manner consistent with its fiduciary
obligations under applicable law, (B) (x) at least two business days prior to
furnishing any such nonpublic information to, or entering into discussions or
negotiations with, such party, Company gives Parent written notice of
Company's intention to furnish nonpublic information to, or enter into
discussions or negotiations with, such party and (y) Company receives from
such party an executed confidentiality agreement containing customary
limitations on the use and disclosure of all nonpublic written and oral
information furnished to such party by or on behalf of Company,

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(C) contemporaneously with furnishing any such nonpublic information to such
party, Company furnishes such nonpublic information to Parent (to the extent
such nonpublic information has not been previously furnished by the Company to
Parent) and (D) Company has otherwise acted in full compliance with this
Section 5.4. Company and its subsidiaries will immediately cease any and all
existing activities, discussions or negotiations with any parties conducted
heretofore with respect to any Acquisition Proposal. Without limiting the
foregoing, it is understood that any violation of the restrictions set forth
in this Section 5.4 by any officer or director of Company or any investment
banker or attorney of Company shall be deemed to be a breach of this Section
5.4 by Company.

For purposes of this Agreement, (A) "Acquisition Proposal" shall mean any
offer or proposal (other than an offer or proposal by Parent) relating to any
Acquisition Transaction. For the purposes of this Agreement; (B) "Acquisition
Transaction" shall mean any transaction or series of related transactions
other than the transactions contemplated by this Agreement involving: (A) any
acquisition or purchase from the Company by any person or "group" (as defined
under Section 13(d) of the Exchange Act and the rules and regulations
thereunder) of more than a 5% interest in the total outstanding voting
securities of the Company or any of its subsidiaries or any tender offer or
exchange offer that if consummated would result in any person or "group" (as
defined under Section 13(d) of the Exchange Act and the rules and regulations
thereunder) beneficially owning 5% or more of the total outstanding voting
securities of the Company or any of its subsidiaries or any merger,
consolidation, business combination or similar transaction involving the
Company pursuant to which the shareholders of the Company immediately
preceding such transaction hold less than 95% of the equity interests in the
surviving or resulting entity of such transaction; (B) any sale, lease (other
than in the ordinary course of business), exchange, transfer, license (other
than in the ordinary course of business), acquisition or disposition of more
than 5% of the assets of the Company; or (C) any liquidation, dissolution,
recapitalization or other significant corporate reorganization of the Company;
and (C) "Superior Proposal" shall mean an Acquisition Proposal with respect to
which (x) if any cash consideration is involved, is not subject to any
financing contingency, and with respect to which Company's Board of Directors
shall have determined (based upon the advice of Company's independent
financial advisors) in the exercise of its fiduciary duties to Company's
shareholders that the acquiring party is reasonably capable of consummating
the proposed Acquisition Transaction on the terms proposed, and (y) Company's
Board of Directors shall have determined in the exercise of its fiduciary
duties to Company's shareholders provides greater value to the shareholders of
Company than the Merger (based upon the advice of Company's independent
financial advisors).

(b) In addition to the obligations of Company set forth in paragraph (a) of
this Section 5.4, Company as promptly as practicable, and in any event within
24 hours, shall advise Parent orally and in writing of any request for
information which Company reasonably believes would lead to an Acquisition
Proposal or of any Acquisition Proposal, or any inquiry with respect to or
which Company reasonably should believe would lead to any Acquisition
Proposal, the material terms and conditions of such request, Acquisition
Proposal or inquiry, and the identity of the person or group making any such
request, Acquisition Proposal or inquiry. Company will keep Parent informed in
all material respects of the status and details (including material amendments
or proposed amendments) of any such request, Acquisition Proposal or inquiry.
In addition to the foregoing, Company shall (i) provide Parent with at least
48 hours prior notice (or such lesser prior notice as provided to the members
of Company's Board of Directors but in no event less than eight hours) of any
meeting of Company's Board of Directors at which Company's Board of Directors
is reasonably expected to consider a Superior Proposal and (ii) provide Parent
with at least two (2) business days prior written notice of a meeting of
Company's Board of Directors at which Company's Board of Directors is
reasonably expected to recommend a Superior Proposal to its shareholders and
together with such notice a copy of the definitive documentation relating to
such Superior Proposal to the extent such documentation is then available (and
otherwise provide such definitive documentation as soon as available).

(c) Company's Board of Directors may withdraw its recommendation of this
Agreement and the Merger if both of the following conditions exist: (i)
Donaldson, Lufkin & Jenrette Securities Corporation withdraws the opinion
described in Section 2.20 and (ii) the Board of Directors of the Company
determines in good faith, in consultation with and in receipt of advice from
its outside legal counsel, that it is required to so withdraw in order to act
in a manner consistent with its fiduciary obligations under applicable law.

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5.5 Public Disclosure. Parent and Company will consult with each other and
agree before issuing any press release or otherwise making any public
statement with respect to the Merger, this Agreement or an Acquisition
Proposal and will not issue any such press release or make any such public
statement prior to such agreement, except as may be required by law or any
listing agreement with a national securities exchange, in which case
reasonable efforts to consult with the other party will be made prior to any
such release or public statement. The parties have agreed to the text of the
joint press release announcing the signing of this Agreement.

5.6 Reasonable Efforts; Notification.

(a) Upon the terms and subject to the conditions, including, without
limitation, Section 5.4, set forth in this Agreement, each of the parties
agrees to use all reasonable efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, and to assist and cooperate with the
other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
Merger and the other transactions contemplated by this Agreement, including
using reasonable efforts to accomplish the following: (i) the taking of all
reasonable acts necessary to cause the conditions precedent set forth in
Article VI to be satisfied, (ii) the obtaining of all necessary actions or
nonactions, waivers, consents, approvals, orders and authorizations from
Governmental Entities and the making of all necessary registrations,
declarations and filings (including registrations, declarations and filings
with Governmental Entities, if any) and the taking of all reasonable steps as
may be necessary to avoid any suit, claim, action, investigation or proceeding
by any Governmental Entity, (iii) the obtaining of all necessary consents,
approvals or waivers from third parties required as a result of the
transactions contemplated by this Agreement, (iv) the defending of any suits,
claims, actions, investigations or proceedings, whether judicial or
administrative, challenging this Agreement or the consummation of the
transactions contemplated hereby, including seeking to have any stay or
temporary restraining order entered by any court or other Governmental Entity
vacated or reversed and (v) the execution or delivery of any additional
instruments necessary to consummate the transactions contemplated by, and to
fully carry out the purposes of, this Agreement. In connection with and
without limiting the foregoing, each of Parent and Company and their
respective Boards of Directors shall, if any state takeover statute or similar
statute or regulation is or becomes applicable to the Merger, this Agreement
or any of the transactions contemplated by this Agreement, use all reasonable
efforts to ensure that the Merger and the other transactions contemplated by
this Agreement may be consummated as promptly as practicable on the terms
contemplated by this Agreement and otherwise to minimize the effect of such
statute or regulation on the Merger, this Agreement and the transactions
contemplated hereby. Notwithstanding anything herein to the contrary, nothing
in this Agreement shall be deemed to require Parent or Company or any
subsidiary or affiliate thereof to agree to any divestiture by itself or any
of its affiliates of shares of capital stock, other than of Company's or of
any business, assets or property, or the imposition of any material limitation
on the ability of any of them to conduct their business or to own or exercise
control of such assets, properties and stock.

(b) Company shall give prompt notice to Parent upon becoming aware that any
representation or warranty made by it contained in this Agreement has become
untrue or inaccurate, or of any failure of Company to comply with or satisfy
in any material respect any covenant, condition or agreement to be complied
with or satisfied by it under this Agreement, in each case, such that the
conditions set forth in Section 6.3(a) or 6.3(b) would not be satisfied;
provided, however, that no such notification shall affect the representations,
warranties, covenants or agreements of the parties or the conditions to the
obligations of the parties under this Agreement.

(c) Parent shall give prompt notice to Company upon becoming aware that any
representation or warranty made by it or Merger Sub contained in this
Agreement has become untrue or inaccurate, or of any failure of Parent or
Merger Sub to comply with or satisfy in any material respect any covenant,
condition or agreement to be complied with or satisfied by it under this
Agreement, in each case, such that the conditions set forth in Section 6.2(a)
or 6.2(b) would not be satisfied; provided, however, that no such notification
shall affect the representations, warranties, covenants or agreements of the
parties or the conditions to the obligations of the parties under this
Agreement.

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5.7 Third Party Consents. As soon as practicable following the date hereof,
Parent and Company will each use its commercially reasonable efforts to obtain
any consents, waivers and approvals under any of its or its subsidiaries'
respective agreements, contracts, licenses or leases required to be obtained
in connection with the consummation of the transactions contemplated hereby.

5.8 Stock Options and Employee Benefits.

(a) At the Effective Time, each outstanding option to purchase shares of
Company Common Stock (each, a "Company Stock Option") under the Company Option
Plans, whether as vested or unvested, shall by virtue of the Merger be assumed
by Parent in such manner that (1) Parent is a corporation "issuing or assuming
a stock option in a transaction to which Section 424(a) applies" within the
meaning of the Code, or (2) Parent, to the extent that Section 424 of the Code
does not apply to any such Company Options, would be such a corporation were
Section 424 of the Code applicable to such Company options. Each Company Stock
Option so assumed by Parent under this Agreement will continue to have, and be
subject to, the same terms and conditions of such options immediately prior to
the Effective Time (including, without limitation, any repurchase rights or
vesting provisions and provisions regarding acceleration of vesting upon
certain transactions other than those contemplated by this Agreement), except
that (i) each Company Stock Option will be or will become exercisable in
accordance with its terms for that number of whole shares of Parent Common
Stock equal to the product (rounded to the nearest whole number of shares of
Parent Common Stock subject to subsection (c) below) of the number of shares
of Company Common Stock that were issuable upon exercise of such Company Stock
Option immediately prior to the Effective Time multiplied by the Exchange
Ratio, rounded down to the nearest whole number of shares of Parent Common
Stock and (ii) the per share exercise price for the shares of Parent Common
Stock issuable upon exercise of such assumed Company Stock Option will be
equal to the quotient (rounded to the nearest whole cent subject to subsection
(c) below) determined by dividing the exercise price per share of Company
Common Stock at which such Company Stock Option was exercisable immediately
prior to the Effective Time by the Exchange Ratio.

(b) Prior to the Effective Time, outstanding purchase rights under
Company's ESPP shall be exercised in accordance with Section 7.1 of the ESPP
and each share of Company Common Stock purchased pursuant to such exercise
shall by virtue of the Merger, and without any action on the part of the
holder thereof, be converted into the right to receive a number of shares of
Parent Common Stock equal to the Exchange Ratio without issuance of
certificates representing issued and outstanding shares of Company Common
Stock to ESPP participants.

(c) It is the intention of the parties (1) that subject to applicable law,
the Company Stock Options assumed by Parent qualify, following the Effective
Time, as incentive stock options, as defined in Section 422 of the Code, to
the extent that the Company Stock Options qualified as incentive stock options
prior to the Effective Time, (2) that each holder of a Company Option shall,
after the Effective Time, have an option which preserves (but does not
increase) the excess of the fair market value of the shares subject to the
option immediately before the Effective Time over the aggregate option price
of such shares immediately before the Effective Time, (3) that the terms and
conditions, restrictions and provisions of the resulting option be identical
to the terms, conditions, restrictions or provisions of the Company Stock
Option which was assumed as if the Parent had originally issued such Company
Stock Option for Parent Common Stock, and (4) any terms, conditions,
restrictions or provisions of an option applicable to a number of shares
rather than a percentage or fraction of shares should be appropriately
adjusted based upon the Exchange Ratio.

(d) To the extent permitted by Parent's employee benefit plan and
applicable law, Parent will use reasonable efforts, or will cause Company to
use reasonable efforts, give individuals who are employed by Company and its
subsidiaries as of the Effective Time ("Affected Employees") full credit for
purposes of eligibility, vesting, benefit accrual (excluding, however, benefit
accrual under any defined benefit pension plans) and determination of the
level of benefits under any employee benefit plans or arrangements maintained
by Parent or any subsidiary of Parent for such Affected Employees' service
with Company or any subsidiary of the Company to the same extent recognized by
Company immediately prior to the Effective Time.

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(e) To the extent permitted by Parent's employee benefit plans and
applicable law, Parent will, or will cause Company to (i) waive all
limitations as to preexisting conditions, exclusions and waiting periods with
respect to participation and coverage requirements applicable to the Affected
Employees under any welfare benefit plans that such employees may be eligible
to participate in after the Effective Time, other than limitations or waiting
periods that are already in effect with respect to such employees and that
have not been satisfied as of the Effective Time under any welfare plan
maintained for the Affected Employees immediately prior to the Effective Time,
and (ii) provide each Affected Employee with credit for any co-payments and
deductibles paid prior to the Effective Time in satisfying any applicable
deductible or out-of-pocket requirements under any welfare plans that such
employees are eligible to participate in after the Effective Time.

(f) As of the Effective Time, Parent shall assume and honor and shall cause
Company to honor in accordance with their terms all employment, severance and
other compensation agreements and arrangements existing and disclosed by
Company to Parent prior to the execution of this Agreement which are between
Company or any subsidiary and any director, officer, or employee thereof
except as otherwise expressly agreed between Parent and such person.

5.9 Form S-8. Parent agrees to file a registration statement on Form S-8
for the shares of Parent Common Stock issuable with respect to assumed Company
Stock Options as soon as is reasonably practicable, and in any event within
ten business days, after the Effective Time.

5.10 Indemnification.

(a) From and after the Effective Time, Parent will cause the Surviving
Corporation to fulfill and honor in all respects the obligations of Company
pursuant to any indemnification agreements between Company and its directors
and officers in effect immediately prior to the Effective Time and any
indemnification provisions under the Company Charter Documents as in effect on
the date hereof. The Certificate of Incorporation and Bylaws of the Surviving
Corporation will contain provisions with respect to exculpation and
indemnification that are at least as favorable to the indemnified parties
thereunder (the "Indemnified Parties") as those contained in the Company
Charter Documents as in effect on the date hereof, which provisions will not
be amended, repealed or otherwise modified for a period of six years from the
Effective Time in any manner that would adversely affect the rights thereunder
of the Indemnified Parties, unless such modification is required by law.

(b) In the event Company or the Surviving Corporation or any of their
respective successors or assigns (i) consolidates with or merges into any
other person and shall not be the continuing or surviving corporation or
entity of such consolidation or merger or (ii) transfers a material amount of
its properties and assets to any person in a single transaction or a series of
transactions, then, and in each such case, Parent will either guaranty the
indemnification obligation referred to in this Section 5.10 or will make or
cause to be made proper provision so that the successors and assigns of
Company or the Surviving Corporation, as the case may be, assume the
indemnification obligations described herein for the benefit of the
Indemnified Parties.

(c) For a period of six years after the Effective Time, Parent will use its
best efforts to maintain in effect, if available, directors' and officers'
liability insurance covering those persons who are currently covered by the
Company's directors' and officers' liability insurance policy on terms
comparable to those applicable to the current directors and officers of the
Company; provided, however, that in no event will Parent or the Surviving
Corporation be required to expend an annual premium for such coverage in
excess of 150% of the annual premium currently paid by Company.

5.11 Nasdaq Listing. Parent agrees to cause, prior to the Effective Time,
the authorization for listing on Nasdaq the shares of Parent Common Stock
issuable, and those required to be reserved for issuance, in connection with
the Merger, upon official notice of issuance.

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5.12 Affiliates.

(a) Set forth in Section 5.12 of the Company Schedule is a list of those
persons who may be deemed to be, in Company's reasonable judgment, affiliates
of Company within the meaning of Rule 145 promulgated under the Securities Act
or Opinion 16 of the Accounting Principles Board and applicable SEC rules and
regulations (each, a "Company Affiliate"). Company will provide Parent with
such information and documents as Parent reasonably requests for purposes of
reviewing such list. Company will use its commercially reasonable efforts to
deliver or cause to be delivered to Parent, as promptly as practicable on or
following the date hereof, from each Company Affiliate an executed affiliate
agreement in substantially the form attached hereto as Exhibit B-1 (the
"Company Affiliate Agreement"), each of which will be in full force and effect
as of the Effective Time.

(b) Set forth in Section 5.12 of the Parent Schedule is a list of those
persons who may be deemed to be, in Parent's reasonable judgment, affiliates
of Parent under Opinion 16 of the Accounting Principles Board and applicable
SEC rules and regulations (each, a "Parent Affiliate"). Parent will provide
Company with such information and documents as Company reasonably requests for
purposes of reviewing such list. Parent will use its commercially reasonable
efforts to deliver or cause to be delivered to Company, as promptly as
practicable on or following the date hereof, from each Parent Affiliate an
executed affiliate agreement in substantially the form attached hereto as
Exhibit B-2 (the "Parent Affiliate Agreement"), each of which will be in full
force and effect as of the Effective Time.

5.13 Regulatory Filings; Reasonable Efforts. As soon as may be reasonably
practicable, Company and Parent each shall file with the United States Federal
Trade Commission (the "FTC") and the Antitrust Division of the United States
Department of Justice ("DOJ") Notification and Report Forms relating to the
transactions contemplated herein as and if required by the HSR Act, as well as
comparable pre-merger notification forms required by the merger notification
or control laws and regulations of any applicable jurisdiction, as agreed to
by the parties. Company and Parent each shall promptly (a) supply the other
with any information which may be required in order to effectuate such filings
and (b) supply any additional information which reasonably may be required by
the FTC, the DOJ or the competition or merger control authorities of any other
jurisdiction and which the parties may reasonably deem appropriate; provided,
however, that Parent shall not be required to agree to any divestiture by
Parent or the Company or any of Parent's subsidiaries or affiliates of shares
of capital stock or of any business, assets or property of Parent or its
subsidiaries or affiliates or of the Company, its affiliates, or the
imposition of any material limitation on the ability of any of them to conduct
their businesses or to own or exercise control of such assets, properties and
stock.

5.14 Parent Board of Directors. The Board of Directors of Parent will take
all actions necessary such that two members of Company's Board of Directors
reasonably acceptable to Parent, at least one of which is an independent
director of the Company's Board of Directors, shall be appointed to Parent's
Board of Directors as of the Effective Time, which shall consist of seven
members in total after such appointments, both of which appointees will be
Class I directors of Parent. The Board of Directors of Parent will take all
actions necessary to nominate each of Company's appointees to Parent's Board
of Directors for re-election at the expiration of such appointee's initial
term.

5.15 Registration Rights. Subject to Section 4.2(i)(ii), Parent shall take
all actions necessary to provide, effective as of the Effective Time,
registration rights to Brady L. Rackley III, Brady L. Rackley and Noro-Moseley
Partners IV, L.P. (collectively, the "Company Holders") with terms equivalent
to those provided to "Investor Holders" under the Second Amended and Restated
Rights Agreement, dated as of May 26, 1999, by and among Parent and certain
stockholders thereof, and subject to Section 4.1(o)(ii) Company shall use its
best efforts to cause Noro-Moseley Partners IV, L.P. to waive, effective as of
the Effective Time, its registration rights under the Shareholder Agreement,
dated as of May 13, 1998, by and among Company and certain shareholders
thereof; provided, however, that Parent's obligation towards Noro-Moseley
Partners IV, L.P. under Section this Section is contingent upon such waiver by
Noro-Moseley Partners IV, L.P.; provided further, however, that any exercise
of demand registration rights by any of the Company Holders must be pursuant
to a firm commitment underwritten offering led by an underwriter of Parent's
choice (which choice shall be reasonably satisfactory to the Company Holders).

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5.16 Exemption from Liability under Section 16(b)

(a) Provided that Company delivers to Parent the Section 16 Information
with respect to Company prior to the Effective Time, the Board of Directors of
Parent, or a committee of Non-Employee Directors thereof (as such term is
defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a
resolution in advance of the Effective Time providing that the receipt by the
Company Insiders of Parent Common Stock in exchange for shares of Company
Common Stock, and of options to Purchase Parent Common Stock in exchange for
shares of Company Common Stock, and of options to purchase Parent Common Stock
upon assumption and conversion by Parent of options to purchase Company Common
Stock, in each case pursuant to the transactions contemplated hereby and to
the extent such securities are listed in the Section 16 Information, are
intended to be exempt from liability pursuant to Rule 16b-3 under the Exchange
Act.

(b) "Section 16 Information" shall mean information accurate in all
respects regarding the Company Insiders, the number of shares of Company
Common Stock or other Company equity securities deemed to be beneficially
owned by each Company Insider and expected to be exchanged for Parent Common
Stock in connection with the Merger.

(c) "Company Insiders" shall mean those officers and directors of Company
who are subject to the reporting requirements of Section 16(a) of the Exchange
Act who are listed in the Section 16 Information.

ARTICLE VI

CONDITIONS TO THE MERGER

6.1 Conditions to Obligations of Each Party to Effect the Merger The
respective obligations of each party to this Agreement to effect the Merger
shall be subject to the satisfaction at or prior to the Closing Date of the
following conditions:

(a) Shareholder and Stockholder Approvals. This Agreement shall have been
approved and adopted, and the Merger shall have been duly approved, by the
requisite vote under applicable law, by the shareholders of Company. The Share
Issuance shall have been approved by the requisite vote under applicable
Nasdaq rules by the stockholders of Parent.

(b) Registration Statement Effective; Joint Proxy Statement. The SEC shall
have declared the S-4 effective. No stop order suspending the effectiveness of
the S-4 or any part thereof shall have been issued and no proceeding for that
purpose, and no similar proceeding in respect of the Joint Proxy
Statement/Prospectus, shall have been initiated or threatened in writing by
the SEC.

(c) No Order; HSR Act. No Governmental Entity shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation, executive
order, decree, injunction or other order (whether temporary, preliminary or
permanent) which is in effect and which has the effect of making the Merger
illegal or otherwise prohibiting consummation of the Merger. All waiting
periods, if any, under the HSR Act relating to the transactions contemplated
hereby will have expired or terminated early and all material foreign
antitrust approvals required to be obtained prior to the Merger in connection
with the transactions contemplated hereby shall have been obtained.

(d) Tax Opinions. Parent and Company shall each have received written
opinions from their respective tax counsel (Wilson Sonsini Goodrich & Rosati,
Professional Corporation, and Morris, Manning & Martin, LLP, respectively), in
form and substance reasonably satisfactory to them, to the effect that the
Merger will constitute a reorganization within the meaning of Section 368(a)
of the Code and such opinions shall not have been withdrawn; provided,
however, that if the counsel to either Parent or Company does not render such
opinion, this condition shall nonetheless be deemed to be satisfied with
respect to such party if counsel to the other party renders such opinion to
such party. The parties to this Agreement agree to make such reasonable
representations as requested by such counsel for the purpose of rendering such
opinions.

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(e) Nasdaq Listing. The shares of Parent Common Stock issuable to the
shareholders of Company pursuant to this Agreement and such other shares
required to be reserved for issuance in connection with the Merger shall have
been authorized for listing on Nasdaq upon official notice of issuance.

(f) Opinions of Accountants. Parent shall have received (i) from Ernst &
Young LLP, independent auditors for the Company, a copy of a letter addressed
to the Company dated as of the Closing Date in substance reasonably
satisfactory to Parent (which may contain customary qualifications and
assumptions) to the effect that Ernst & Young LLP concurs with Company
management's conclusion that no conditions exist related to the Company that
would preclude Parent from accounting for the Merger as a "pooling-of-
interests" and (ii) from PricewaterhouseCoopers LLP, independent accountants
for Parent, a letter dated as of the Closing Date in substance reasonably
satisfactory to Parent (which may contain customary qualifications and
assumptions) to the effect that PricewaterhouseCoopers LLP concurs with Parent
management's conclusion that a "pooling-of-interests" accounting is
appropriate for the merger.

6.2 Additional Conditions to Obligations of Company. The obligation of
Company to consummate and effect the Merger shall be subject to the
satisfaction at or prior to the Closing Date of each of the following
conditions, any of which may be waived, in writing, exclusively by Company:

(a) Representations and Warranties. Each representation and warranty of
Parent and Merger Sub contained in this Agreement (i) shall have been true and
correct as of the date of this Agreement and (ii) shall be true and correct on
and as of the Closing Date with the same force and effect as if made on the
Closing Date except (A) for such failures to be true and correct that do not
in the aggregate constitute a Material Adverse Effect on Parent and Merger Sub
(provided, however, such Material Adverse Effect qualifier shall be
inapplicable with respect to representations and warranties contained in
Section 3.3 (except for inaccuracies that are de minimus in amount), 3.19,
3.20 and 3.21) and (B) for those representations and warranties which address
matters only as of a particular date (which representations shall have been
true and correct (subject to the qualifications set forth in the preceding
clause (A)) as of such particular date) (it being understood that, for
purposes of determining the accuracy of such representations and warranties,
(i) all "Material Adverse Effect" qualifications and other qualifications
based on the word "material" or similar phrases contained in such
representations and warranties shall be disregarded and (ii) any update of or
modification to the Parent Schedule made or purported to have been made after
the date of this Agreement shall be disregarded). Company shall have received
a certificate with respect to the foregoing signed on behalf of Parent by an
authorized officer of Parent.

(b) Agreements and Covenants. Parent and Merger Sub shall have performed or
complied in all material respects with all agreements and covenants required
by this Agreement to be performed or complied with by them on or prior to the
Closing Date, and Company shall have received a certificate to such effect
signed on behalf of Parent by an authorized officer of Parent.

6.3 Additional Conditions to the Obligations of Parent and Merger Sub. The
obligations of Parent and Merger Sub to consummate and effect the Merger shall
be subject to the satisfaction at or prior to the Closing Date of each of the
following conditions, any of which may be waived, in writing, exclusively by
Parent:

(a) Representations and Warranties. Each representation and warranty of
Company contained in this Agreement (i) shall have been true and correct as of
the date of this Agreement and (ii) shall be true and correct on and as of the
Closing Date with the same force and effect as if made on and as of the
Closing Date except (A) for such failures to be true and correct that do not
in the aggregate constitute a Material Adverse Effect on the Company
(provided, however, such Material Adverse Effect qualifier shall be
inapplicable with respect to representations and warranties contained in
Section 2.3 (except for inaccuracies that are de minimus in amount), 2.21,
2.22 and 2.24) and (B) for those representations and warranties which address
matters only as of a particular date (which representations shall have been
true and correct (subject to the qualifications set forth in the preceding
clause (A)) as of such particular date) (it being understood that, for
purposes of determining the accuracy of such representations and warranties,
(i) all "Material Adverse Effect" qualifications and other qualifications
based on the word "material" or similar phrases contained in such
representations and warranties shall be disregarded and (ii) any update of or
modification to the Company Schedule made or purported to have

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been made after the date of this Agreement shall be disregarded). Parent shall
have received a certificate with respect to the foregoing signed on behalf of
Company by an authorized officer of Company.

(b) Agreements and Covenants. Company shall have performed or complied in
all material respects with all agreements and covenants required by this
Agreement to be performed or complied with by it at or prior to the Closing
Date, and Parent shall have received a certificate to such effect signed on
behalf of Company by the Chief Executive Officer and the Chief Financial
Officer of Company.

(c) Employment Agreements. The persons set forth on Exhibit C-1 hereto
shall have entered into Employment Agreements in the form attached hereto as
Exhibit C-2, and all such agreements shall be in full force and effect.

(d) Affiliate Agreements. Each of the Company Affiliates shall have entered
into the Company Affiliate Agreement and each of such agreements will be in
full force and effect as of the Effective Time.

(e) Consents. Company shall have obtained all consents, waivers and
approvals required in connection with the consummation of the transactions
contemplated hereby in connection with the agreements, contracts, licenses or
leases set forth on Schedule 6.3(e).

ARTICLE VII

TERMINATION, AMENDMENT AND WAIVER

7.1 Termination. This Agreement may be terminated at any time prior to the
Effective Time, whether before or after the requisite approval of the
shareholders of Company:

(a) by mutual written consent duly authorized by the Boards of Directors of
Parent and Company;

(b) by either Company or Parent if the Merger shall not have been
consummated by May 31, 2000 for any reason; provided, however, that the right
to terminate this Agreement under this Section 7.1(b) shall not be available
to any party whose action or failure to act has been a principal cause of or
resulted in the failure of the Merger to occur on or before such date and such
action or failure to act constitutes a breach of this Agreement;

(c) by either Company or Parent if a Governmental Entity shall have issued
an order, decree or ruling or taken any other action, in any case having the
effect of permanently restraining, enjoining or otherwise prohibiting the
Merger, which order, decree, ruling or other action is final and
nonappealable;

(d) by either Company or Parent if (i) the required approval of the
shareholders of Company contemplated by this Agreement shall not have been
obtained by reason of the failure to obtain the required vote at a meeting of
Company shareholders duly convened therefor or at any adjournment therefor or
(ii) the required approval by the stockholders of Parent of the Share Issuance
required under applicable Nasdaq rules shall not have been obtained by reason
of the failure to obtain the required vote at a meeting of Parent stockholders
duly convened therefor or at any adjournment thereof;

(e) by Company, upon a breach of any representation, warranty, covenant or
agreement on the part of Parent or Merger Sub set forth in this Agreement, or
if any representation or warranty of Parent shall have become untrue, in
either case such that the conditions set forth in Section 6.2(a) or Section
6.2(b) would not be satisfied as of the time of such breach or as of the time
such representation or warranty shall have become untrue, provided, that if
such inaccuracy in Parent's representations and warranties or breach by Parent
is curable by Parent, then Company may not terminate this Agreement under this
Section 7.1(e) for thirty (30) days after delivery of written notice from
Company to Parent of such breach, provided Parent continues to exercise best
efforts to cure such breach (it being understood that Company may not
terminate this Agreement pursuant to this paragraph (e) if such breach by
Parent is cured during such thirty (30)-day period);

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(f) by Parent, upon a breach of any representation, warranty, covenant or
agreement on the part of Company set forth in this Agreement, or if any
representation or warranty of Company shall have become untrue, in either case
such that the conditions set forth in Section 6.3(a) or Section 6.3(b) would
not be satisfied as of the time of such breach or as of the time such
representation or warranty shall have become untrue, provided, that if such
inaccuracy in Company's representations and warranties or breach by Company is
curable by Company, then Parent may not terminate this Agreement under this
Section 7.1(f) for thirty (30) days after delivery of written notice from
Parent to Company of such breach, provided Company continues to exercise best
efforts to cure such breach (it being understood that Parent may not terminate
this Agreement pursuant to this paragraph (f) such breach by Company is cured
during such thirty (30)-day period); or

(g) by Parent, if (i) the Board of Directors of Company withdraws, modifies
or changes its recommendation of this Agreement or the Merger in a manner
adverse to Parent or its stockholders, (ii) the Board of Directors of Company
shall have recommended to the shareholders of Company a Company Acquisition
Proposal (as defined below), (iii) the Company fails to comply with Section
5.4, (iv) a Company Acquisition Proposal shall have been announced or
otherwise become publicly known and the Board of Directors of Company shall
have (A) failed to recommend against acceptance of such by its shareholders
(including by taking no position, or indicating its inability to take a
position, with respect to the acceptance by its shareholders of a Company
Acquisition Proposal involving a tender offer or exchange offer) or (B) failed
to reconfirm its approval and recommendation of this Agreement and the
transactions contemplated hereby, in each case within ten business days
thereafter, (v) any of Company's shareholders fail to comply with the
Shareholder Agreement, or (vi) the Board of Directors of Company resolves to
take any of the actions described above; or

(h) by Company, in the event (i) of the acquisition, by any person or group
of persons, of beneficial ownership of 30% or more of the outstanding shares
of Parent Common Stock (the terms "person," "group" and "beneficial ownership"
having the meanings ascribed thereto in Section 13(d) of the Exchange Act and
the regulations promulgated thereunder), or (ii) the Board of Directors of
Parent accepts or publicly recommends acceptance of an offer from a third
party to acquire 50% or more of the outstanding shares of Parent Common Stock
or of Parent's consolidated assets.

7.2 Notice of Termination; Effect of Termination. Any termination of this
Agreement under Section 7.1 above will be effective immediately upon the
delivery of written notice of the terminating party to the other parties
hereto (or such later time as may be required by Section 7.1). In the event of
the termination of this Agreement as provided in Section 7.1, this Agreement
shall be of no further force or effect, except (i) as set forth in this
Section 7.2, Section 5.3(a), Section 7.3 and Article VIII, each of which shall
survive the termination of this Agreement, and (ii) nothing herein shall
relieve any party from liability for fraud in connection with, or any willful
breach of, this Agreement.

7.3 Fees and Expenses.

(a) General. Except as set forth in this Section 7.3, all fees and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such expenses whether or not the
Merger is consummated; provided, however, that Parent and Company shall share
equally all fees and expenses, other than attorneys' and accountants fees and
expenses, incurred (i) in relation to the printing and filing of the Joint
Proxy Statement/Prospectus (including any preliminary materials related
thereto) and the S-4 (including financial statements and exhibits) and any
amendments or supplements thereto or (ii) for the premerger notification and
report forms under the HSR Act.

(b) Company Termination Fee.

(i) In the event that (A) Parent shall terminate this Agreement pursuant
to Section 7.1(g), or (B) this Agreement shall be terminated (x) pursuant
to Section 7.1(b) or (y) pursuant to Section 7.1(d)(i) and, in the case of
either (x) or (y), (1) at such termination, there shall exist a Company
Acquisition Proposal that has not been irrevocably withdrawn and (2) within
12 months after such termination, Company shall enter into a definitive
agreement with respect to any Company Acquisition or any Company
Acquisition shall be

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consummated, then, in the case of (A), promptly after such termination, or
in the case of (B), concurrently with the execution of a definitive
agreement with respect to, or the consummation of, as applicable, such
Company Acquisition, Company shall pay to Parent an amount in cash equal to
$13.2 million (the "Termination Fee").

(ii) In the event that Parent shall terminate this Agreement pursuant to
Section 7.1(f), then Company shall promptly reimburse Parent for Parent's
documented out-of-pocket costs and expenses in connection with this
Agreement and the transactions contemplated hereby not in excess of
$1,500,000.

(i) In the event that Company shall terminate this Agreement pursuant to
Section 7.1(h) then, promptly after such termination, Parent shall pay to
Company an amount in cash equal to the Termination Fee.

(ii) In the event that Company shall terminate this Agreement pursuant
to Section 7.1(e), then Parent shall promptly reimburse Company for
documented out-of-pocket costs and expenses in connection with this
Agreement and the transactions contemplated hereby not in excess of
$1,500,000.

(d) Each of the parties acknowledges that the agreements contained in
Section 7.3(b) and Section 7.3(c) are an integral part of the transactions
contemplated by this Agreement, and that, without these agreements, the other
party would not enter into this Agreement; accordingly, if either of the
parties fails to pay in a timely manner the amounts due pursuant to Section
7.3(b) or 7.3(c) and, in order to obtain such payment, the other party makes a
claim that results in a judgment against the first party for the amounts set
forth in this Section 7.3(b) or 7.3(c), as applicable, the first party shall
pay to the other party its costs and expenses (including attorneys' fees and
expenses) in connection with such suit, together with interest on the
applicable amounts at the prime rate of Citibank, N.A. in effect on the date
such payment was required to be made. Payment of the fees or the reimbursement
of expenses described in this Section 7.3 shall not be in lieu of damages
incurred in the event of intentional breach of this Agreement.

(e) For the purposes of this Agreement, "Company Acquisition" shall mean
any of the following transactions (other than the transactions contemplated by
this Agreement): (i) a merger, consolidation, business combination,
recapitalization, liquidation, dissolution or similar transaction involving
the Company pursuant to which the shareholders of the Company immediately
preceding such transaction hold less than 50% of the aggregate equity
interests in the surviving or resulting entity of such transaction, (ii) a
sale or other disposition by the Company of assets representing in excess of
50% of the aggregate fair market value of the Company's business immediately
prior to such sale or (iii) the acquisition by any person or group (including
by way of a tender offer or an exchange offer or issuance by the Company),
directly or indirectly, of beneficial ownership or a right to acquire
beneficial ownership of shares representing in excess of 50% of the voting
power of the then outstanding shares of capital stock of the Company; and
"Company Acquisition Proposal" shall mean any offer or proposal (other than an
offer or proposal by Parent) relating to a Company Acquisition.

7.4 Amendment. Subject to applicable law, this Agreement may be amended by
the parties hereto at any time by execution of an instrument in writing signed
on behalf of each of Parent, Merger Sub and Company

7.5 Extension; Waiver. At any time prior to the Effective Time, any party
hereto may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the other parties
hereto, (ii) waive any inaccuracies in the representations and warranties made
to such party contained herein or in any document delivered pursuant hereto
and (iii) waive compliance with any of the agreements or conditions for the
benefit of such party contained herein. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only if set forth in an
instrument in writing signed on behalf of such party. Delay in exercising any
right under this Agreement shall not constitute a waiver of such right.

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ARTICLE VIII

GENERAL PROVISIONS

8.1 Survival of Representations and Warranties. The representations and
warranties of Company, Parent and Merger Sub contained in this Agreement shall
terminate at the Effective Time, and only the covenants that by their terms
survive the Effective Time shall survive the Effective Time.

8.2 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally or by commercial
delivery service, or sent via telecopy (receipt confirmed) to the parties at
the following addresses or telecopy numbers (or at such other address or
telecopy numbers for a party as shall be specified by like notice):

(a) if to Parent or Merger Sub, to:

Digital Insight Corporation
26025 Mureau Road
Calabasas, CA 91302
Attention: President
Telecopy No.: (818) 878-7555

with a copy to:

Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
Attention: Steve L. Camahort
Telecopy No.:(650) 493-6811

(b) if to Company, to:

nFront, Inc.
520 Guthridge Court, N.W.
Suite 100
Norcross, Georgia 30092
Attention: President
Telecopy No.: (770) 209-9093

with a copy to:

Morris, Manning & Martin, LLP
3343 Peachtree Road, N.E.
1600 Atlanta Financial Center
Atlanta, Georgia 30326
Attention: Ward S. Bondurant
Telecopy No.:(404) 365-9532

8.3 Interpretation; Definitions.

(a) When a reference is made in this Agreement to Exhibits, such reference
shall be to an Exhibit to this Agreement unless otherwise indicated. When a
reference is made in this Agreement to Sections, such reference shall be to a
Section of this Agreement. Unless otherwise indicated the words "include,"
"includes" and "including" when used herein shall be deemed in each case to be
followed by the words "without limitation." The table of contents and headings
contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement. When
reference is made herein to "the business of" an entity, such reference shall
be deemed to include the business of all direct and indirect

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subsidiaries of such entity. Reference to the subsidiaries of an entity shall
be deemed to include all direct and indirect subsidiaries of such entity.

(b) For purposes of this Agreement:

(i) the term "knowledge" means with respect to a party hereto, with
respect to any matter in question, the actual knowledge of the executive
officers of such party;

(ii) the term "Material Adverse Effect" when used in connection with an
entity means any change, event, violation, inaccuracy, circumstance or
effect, individually or when aggregated with other such changes, events,
violations, incurrences, circumstances or effects, that is materially
adverse to the business, assets, liabilities, financial condition or
results of operations of such entity and its subsidiaries taken as a whole;
provided, however, that in no event shall (A) a decrease in such entity's
stock price or the failure to meet or exceed Wall Street research analysts'
or such entity's internal earnings or other estimates or projections in and
of itself constitute a Material Adverse Effect or (B) any change, event,
violation, inaccuracy, circumstance or effect that such entity successfully
bears the burden of proving results from (x) the public announcement or
pendency of the transactions contemplated hereby, (y) changes affecting the
internet banking industry generally (which changes do not
disproportionately affect such entity) or (z) changes affecting the United
States economy generally, constitute a Material Adverse Effect;

(iii) the term "person" shall mean any individual, corporation
(including any non-profit corporation), general partnership, limited
partnership, limited liability partnership, joint venture, estate, trust,
company (including any limited liability company or joint stock company),
firm or other enterprise, association, organization, entity or Governmental
Entity.

8.4 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other party, it being understood that all
parties need not sign the same counterpart.

8.5 Entire Agreement; Third Party Beneficiaries. This Agreement and the
documents and instruments and other agreements among the parties hereto as
contemplated by or referred to herein, including the Company Disclosure
Schedule and the Parent Disclosure Schedule (a) constitute the entire
agreement among the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof, it being
understood that the Confidentiality Agreement shall continue in full force and
effect until the Closing and shall survive any termination of this Agreement;
and (b) are not intended to confer upon any other person any rights or
remedies hereunder, except as provided in Section 5.10, Section 5.14 and
Section 5.15.

8.6 Severability. In the event that any provision of this Agreement, or the
application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this
Agreement will continue in full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the parties hereto. The parties further
agree to replace such void or unenforceable provision of this Agreement with a
valid and enforceable provision that will achieve, to the extent possible, the
economic, business and other purposes of such void or unenforceable provision.

8.7 Other Remedies; Specific Performance. Except as otherwise provided
herein, any and all remedies herein expressly conferred upon a party will be
deemed cumulative with and not exclusive of any other remedy conferred hereby,
or by law or equity upon such party, and the exercise by a party of any one
remedy will not preclude the exercise of any other remedy. The parties hereto
agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to seek an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and
provisions hereof in

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any court of the United States or any state having jurisdiction, this being in
addition to any other remedy to which they are entitled at law or in equity.

8.8 Governing Law. Except to the extent mandatorily governed by Georgia
Law, this Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law thereof.

8.9 Rules of Construction. The parties hereto agree that they have been
represented by counsel during the negotiation and execution of this Agreement
and, therefore, waive the application of any law, regulation, holding or rule
of construction providing that ambiguities in an agreement or other document
will be construed against the party drafting such agreement or document.

8.10 Assignment. No party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written approval
of the other parties. Subject to the preceding sentence, this Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

*****

A-45
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized respective officers as of the date first
written above.

DIGITAL INSIGHT CORPORATION

By: /s/ John C. Dorman
--------------------------------

Name: John C. Dorman
------------------------------

Title: Chairman, President and
CEO
------------------------------

BLACK TRANSITORY CORPORATION

By: /s/ Kevin McDonnell
-------------------------------

Name: Kevin McDonnell
-----------------------------

Title: CFO
------------------------------

nFRONT, INC.

By: /s/ Brady L. Rackley III
------------------------------

Name: Brady L. Rackley III
-----------------------------

Title: Chairman and CEO
------------------------------

A-46
<PAGE>

ANNEX AA

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

THIS AMENDMENT NO. 1 (this "Amendment") to the AGREEMENT AND PLAN OF MERGER
AND REORGANIZATION dated as of November 21, 1999 (the "Merger Agreement,"
capitalized terms used but not otherwise defined herein are used herein as
therein defined), among Digital Insight Corporation, a Delaware corporation
("Parent"), Black Transitory Corporation, a Delaware corporation and a wholly-
owned subsidiary of Parent ("Merger Sub"), and nFront, Inc., a Georgia
corporation ("Company"), is made this 6th day of January, 2000 by and among
Parent, Merger Sub and Company.

RECITALS

WHEREAS, Parent, Merger Sub and Company desire to amend the Merger Agreement
as provided herein.

SECTION 1. AMENDMENTS TO MERGER AGREEMENT. Section 5.14 of the Merger
Agreement is hereby amended and restated in its entirety as follows:

"5.14 Parent Board of Directors. The Board of Directors of Parent will take
all actions necessary such that Brady L. Rackley, III ("Rackley") shall be
appointed to Parent's Board of Directors as a Class I director as of the
Effective Time. Additionally, the Board of Directors of Parent will take all
actions necessary to appoint to Parent's Board of Directors one additional
Class I director (in addition to Rackley) designated either by Company's Board
of Directors (if designated prior to the Effective Time), or by Rackley, (if
designated after the Effective Time), which designation shall be made by notice
to Parent on or before the date forty-five (45) days prior to the date of
Parent's first stockholders meeting following the Effective Time, and which
designee shall, in either case, be reasonably acceptable to Parent (the
"Additional Designee"). Parent's Board of Directors shall consist of seven
members in total after such appointments. The Board of Directors of Parent will
take all actions necessary to nominate Rackley and the Additional Designee to
Parent's Board of Directors for re-election at the expiration of such
appointees' initial term."

SECTION 2. REPRESENTATIONS AND WARRANTIES.

(a) REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to Parent and Merger Sub that Company has all necessary
corporate power and authority to execute and deliver this Amendment, to perform
its obligations under the Merger Agreement as amended hereby and to consummate
the transactions contemplated hereby.

(b) REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Parent and
Merger Sub hereby jointly and severally represent and warrant to Company that:
Parent and Merger Sub have all necessary corporate power and authority to
execute and deliver this Amendment, to perform their respective obligations
under the Merger Agreement as amended hereby and to consummate the transactions
contemplated hereby.

SECTION 3. EFFECT ON MERGER AGREEMENT. Except as otherwise specifically
provided herein, the Merger Agreement shall not be amended but shall remain in
full force and effect, subject to the terms thereof.

SECTION 4. GOVERNING LAW. Except to the extent mandatorily governed by
Georgia Law, this Amendment shall be governed by and construed in accordance
with the laws of the State of Delaware, regardless of the laws that might
otherwise govern under applicable principles of conflicts of law thereof.

AA-1
<PAGE>

SECTION 5. COUNTERPARTS. This Amendment may be signed in one or more
counterparts, each of which shall be an original but all of which, taken
together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized respective officers as of the date first
written above.

DIGITAL INSIGHT CORPORATION

/s/ John C. Dorman
By: ________________________________

Name: John C. Dorman

Title: Chairman, President and CEO

BLACK TRANSITORY CORPORATION

/s/ Kevin McDonnell
By: ________________________________

Name: Kevin McDonnell

Title: CFO

NFRONT, INC.

/s/ Brady L. Rackley III
By: _________________________________

Name: Brady L. Rackley III

Title: Chairman and CEO

AA-2
<PAGE>

ANNEX B

November 21, 1999

Board of Directors
Digital Insight Corporation
26025 Mureau Road
Calabasas, CA 91302

Members of the Board:

We understand that nFront, Inc. ("nFront" or the "Company"), Digital Insight
Corporation ("Digital") and Black Transitory Corporation, a wholly-owned
subsidiary of Digital ("Merger Sub"), propose to enter into an Agreement and
Plan of Merger and Reorganization, dated as of November 21, 1999 (the "Merger
Agreement"), which provides, among other things, for the merger (the "Merger")
of Merger Sub with and into the Company, whereby the Company will become a
wholly-owned subsidiary of Digital. Pursuant to the Merger, each issued and
outstanding share of common stock of nFront ("nFront Common Stock"), other than
shares held in treasury or held by Digital, Merger Sub or any direct or
indirect wholly-owned subsidiary of the Company or Digital, will be converted
into the right to receive 0.579 shares (the "Exchange Ratio") of common stock,
par value $0.001 per share, of Digital ("Digital Common Stock"). The terms and
conditions of the Merger are more fully set forth in the Merger Agreement.

You have asked for our opinion as to whether the Exchange Ratio pursuant to
the Merger Agreement is fair to Digital from a financial point of view.

For purposes of the opinion set forth herein, we have:

(i) reviewed certain publicly available financial statements and other
information of the Company and Digital;

(ii) reviewed certain internal financial statements and other financial and
operating data concerning the Company and Digital prepared by the management of
the Company and Digital, respectively;

(iii) analyzed certain financial projections prepared by the management of
the Company and Digital, respectively;

(iv) discussed the past and current operations and financial condition and
the prospects of the Company and Digital with senior executives of the Company
and Digital, respectively;

(v) analyzed the pro forma impact of the Merger on Digital's revenue and
gross profit per share;

(vi) reviewed the reported prices and trading activity for nFront Common
Stock and Digital Common Stock;

(vii) compared the financial performance of the Company and Digital and the
prices and trading activity of nFront Common Stock and Digital Common Stock
with that of certain other comparable publicly-traded companies and their
securities;

(viii) reviewed the financial terms, to the extent publicly available, of
certain comparable acquisition transactions;

(ix) participated in discussions and negotiations among representatives of
the Company and Digital and their financial and legal advisors;

(x) reviewed a draft of the Merger Agreement, dated November 21, and certain
related documents; and

(xi) performed such other analyses and considered such other factors as we
have deemed appropriate.

B-1
<PAGE>

We have assumed and relied upon, without independent verification, the
accuracy and completeness of the information reviewed by us for the purposes
of this opinion. With respect to the financial projections, we have assumed
that they have been reasonably prepared on bases reflecting the best currently
available estimates and judgments of the future financial performance of the
Company and Digital, respectively. In addition, we have assumed that the
Merger will be consummated in accordance with the terms set forth in the draft
Merger Agreement dated November 21, 1999. We have relied upon, without
independent verification, the assessment by the management of the Company and
Digital of the strategic benefits expected to result from the transaction. We
have also relied upon, without independent verification, the assessment by the
management of the Company and Digital of the technologies and products of the
Company and Digital, the timing and risks associated with the integration of
the Company and Digital and the validity of, and risks associated with, the
Company's and Digital's existing and future products and technologies.

We have not made any independent valuation or appraisal of the assets or
liabilities of the Company or Digital, nor have we been furnished with any
such appraisals. Our opinion is necessarily based on economic, market and
other conditions as in effect on, and the information made available to us as
of, the date hereof.

We have acted as financial advisor to the Board of Directors of Digital in
connection with this transaction and will receive a fee for our services. In
the past, Morgan Stanley & Co. Incorporated and its affiliates have provided
financial advisory and financing services for Digital and have received fees
for the rendering of these services.

It is understood that this letter is for the information of the Board of
Directors of Digital and may not be used for any other purpose without our
prior written consent, except that we consent to the inclusion of this opinion
in any filing with the Securities and Exchange Commission in connection with
the Merger. In addition, this opinion does not in any manner address the
prices at which Digital Common Stock will trade following the consummation of
the Merger and we express no opinion or representation with respect to how
holders of Digital Common Stock should vote at the stockholders' meeting held
in connection with the Merger.

Based on the foregoing, we are of the opinion on the date hereof that the
Exchange Ratio pursuant to the Merger Agreement is fair to Digital from a
financial point of view.

Very truly yours,

MORGAN STANLEY & CO. INCORPORATED

By: /s/ Geoffrey D. Baldwin
Principal

B-2
<PAGE>

ANNEX C

[LOGO OF DONALDSON, LUFKIN & JENRETTE]

November 21, 1999

Board of Directors
nFront, Inc.
520 Guthridge Court, NW
Suite 100
Norcross, Georgia 30092

Dear Sirs:

You have requested our opinion as to the fairness from a financial point of
view to the stockholders of nFront, Inc. (the "Company") of the Exchange Ratio
(as defined below) pursuant to the terms of the Agreement and Plan of Merger
and Reorganization, dated as of November 21, 1999 (the "Agreement"), by and
among Digital Insight Corporation ("DGIC"), the Company and Black Transitory
Corporation ("Merger Sub"), a wholly owned subsidiary of DGIC, pursuant to
which Merger Sub will be merged (the "Merger") with and into the Company.

Pursuant to the Agreement, each share of common stock of the Company will be
converted into the right to receive 0.579 shares (the "Exchange Ratio") of
common stock, $.001 par value per share, of DGIC.

In arriving at our opinion, we have reviewed the draft dated November 20,
1999 of the Agreement and the exhibits thereto. We also have reviewed financial
and other information that was publicly available or furnished to us by the
Company and DGIC including information provided during discussions with their
respective managements. Included in the information provided during discussions
with the respective managements were certain financial projections of the
Company prepared by the management of the Company and certain financial
projections of DGIC prepared by the management of DGIC and reviewed by the
management of the Company. In addition, we have compared certain financial and
securities data of the Company and DGIC with various other companies whose
securities are traded in public markets, reviewed the historical stock prices
and trading volumes of the common stock of the Company and DGIC, and conducted
such other financial studies, analyses and investigations as we deemed
appropriate for purposes of this opinion.

In rendering our opinion, we have relied upon and assumed the accuracy and
completeness of all of the financial and other information that was available
to us from public sources, that was provided to us by the Company and DGIC or
their respective representatives, or that was otherwise reviewed by us. With
respect to the financial projections supplied to us, we have relied on
representations that they have been reasonably prepared on the basis reflecting
the best currently available estimates and judgments of the managements of the
Company and DGIC as to the future operating and financial performance of the
Company and DGIC, respectively. We have not assumed any responsibility for
making an independent evaluation of any assets or liabilities or for making any
independent verification of any of the information reviewed by us. We have
relied as to certain legal matters on advice of counsel to the Company.

Our opinion is necessarily based on economic, market, financial and other
conditions as they exist on, and on the information made available to us as of,
the date of this letter. It should be understood that, although subsequent
developments may affect this opinion, we do not have any obligation to update,
revise or reaffirm

C-1
<PAGE>

this opinion. We are expressing no opinion as to the prices at which the
common stock of DGIN will actually trade at any time. Our opinion does not
address the terms and conditions of the Agreement and the exhibits thereto,
other than the Exchange Ratio. In addition, our opinion does not address the
relative merits of the Merger and the other business strategies being
considered by the Company's Board of Directors, nor does it address the
Board's decision to proceed with the Merger. Our opinion does not constitute a
recommendation to any stockholder as to how such stockholder should vote on
the proposed transaction.

Donaldson, Lufkin & Jenrette Securities Corporation, as part of its
investment banking services, is regularly engaged in the valuation of
businesses and securities in connection with mergers, acquisitions,
underwritings, sales and distributions of listed and unlisted securities,
private placements and valuations for corporate and other purposes.

Based upon the foregoing and such other factors as we deem relevant, we are
of the opinion that the Exchange Ratio is fair to the stockholders of the
Company from a financial point of view.

Very truly yours,

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By: /s/ William S. Oglesby
Managing Director

C-2
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. The
Registrant's Bylaws provide for the mandatory indemnification of its
directors, officers, employees and other agents to the maximum extent
permitted by Delaware General Corporation Law, and the Company has entered
into agreements with its officers, directors and certain key employees
implementing such indemnification. See also undertakings set forth in Item 22
herein.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
2.1 Agreement and Plan of Merger and Reorganization by and among Digital
Insight Corporation, Black Transitory Corporation and nFront, Inc.
dated as of November 21, 1999, as amended as of January 6, 2000
(included as Annex A and Annex AA, respectively, to the Proxy
Statement/Prospectus included as part of this Registration
Statement).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation.
8.1 Tax Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, together with consent.
8.2 Tax Opinion of Morris, Manning & Martin, L.L.P., together with
consent.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in exhibit 5.1).
23.4 Consent of Morris, Manning & Martin, L.L.P. (contained in exhibit
8.2).
23.5 Consent of Morgan Stanley & Co. Incorporated.
23.6 Consent of Donaldson, Lufkin & Jenrette Securities Corporation.
24.1 Power of Attorney (included on page II-3).
99.1 Opinion of Morgan Stanley & Co. Incorporated (included as Annex B to
the proxy statement/prospectus filed as part of this Registration
Statement and incorporated herein by reference).
99.2 Opinion of Donaldson, Lufkin & Jenrette Securities Corporation
(included as Annex C to the proxy statement/prospectus filed as part
of this Registration Statement and incorporated herein by
reference).
99.3 Proxy Card for Digital Insight Special Meeting of Stockholders.
99.4 Proxy Card for nFront Special Meeting of Shareholders.
</TABLE>

(b) Financial Statement Schedules

Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the
financial statements, management's discussion and analysis or notes thereto.

II-1
<PAGE>

Opinions of Morgan Stanley & Co. Incorporated and Donaldson Lufkin Jenrette
Securities Corporation (attached as Annexes B and C, respectively, to the
Proxy Statement/Prospectus filed as part of this Registration Statement).

Item 22. Undertakings

(1) The undersigned Registrant hereby undertakes as follows: that prior to
any public offering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
the undersigned Registrant undertakes that such offering prospectus will
contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition
to the information called for by the other Items of the applicable form.

(2) The Registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(3) Insofar as the indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

(4) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through
the date of responding to the request.

The undersigned Registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the Registration Statement when it became effective.

II-2
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 10th day of
January 2000.

DIGITAL INSIGHT CORPORATION

/s/ John Dorman
By: __________________________________
John Dorman
Chairman, President and Chief
Executive Officer

POWER OF ATTORNEY

KNOW ALL THESE PERSONS BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints John Dorman, as his attorney-in-fact,
each with full power of substitution for him in any and all capacities, to
sign any and all amendments to this Registration Statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all
that each said attorneys-in-fact or his substitute or substitutes, may do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----

<S> <C> <C>
/s/ John Dorman Chairman, President and January 10, 2000
____________________________________ Chief Executive Officer
John Dorman

/s/ Kevin McDonnell Vice President Finance, January 10, 2000
____________________________________ Chief Financial Officer and
Kevin McDonnell Secretary

/s/ Paul Fiore Executive Vice President and January 10, 2000
____________________________________ Director
Paul Fiore

/s/ John Jarve Director January 10, 2000
____________________________________
John Jarve

/s/ James McGuire Director January 10, 2000
____________________________________
James McGuire

/s/ Robert North Director January 10, 2000
____________________________________
Robert North

/s/ Ofer Nemirovsky Director January 10, 2000
____________________________________
Ofer Nemirovsky

/s/ Nader Kazeminy Director January 10, 2000
____________________________________
Nader Kazeminy
</TABLE>

II-3

<PAGE>

Exhibit 5.1

[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION]

January 10, 2000

Digital Insight Corporation
26025 Mureau Road
Calabasas, California 91302

RE: REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-4 to be filed by you
with the Securities and Exchange Commission on or about January 7, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of shares of your Common Stock (the
"Shares"). As your counsel in connection with this transaction, we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the issuance of the Shares pursuant to the
acquisition transaction set forth and described in the Registration Statement.

It is our opinion that, when issued in the manner described in the
Registration Statement, the Shares will be legally and validly issued,
fully-paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name whenever appearing in the
Registration Statement and any amendments thereto.

Very truly yours,

/s/ Wilson Sonsini Goodrich & Rosati
------------------------------------
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

<PAGE>

EXHIBIT 8.1

[letterhead of Wilson Sonsini Goodrich & Rosati, Professional Corporation]

January 10, 2000
Digital Insight Corporation
26025 Mureau Road
Calabasas, CA 91302

Ladies and Gentlemen:

We have acted as counsel to Digital Insight Corporation, a Delaware corporation
("Parent") in connection with the proposed merger (the "Merger") among Parent,
Black Transitory Corporation, a Delaware corporation and wholly-owned transitory
merger subsidiary of Parent ("Merger Sub"), and nFront, Inc. a Delaware
corporation ("Company") pursuant to an Agreement and Plan of Merger and
Reorganization dated as of November 21, 1999, and amended as of January 6, 2000
(the "Merger Agreement"). The Merger and certain proposed transactions incident
thereto are described in the Registration Statement on Form S-4 (the
"Registration Statement") of Parent which includes the Proxy
Statement/Prospectus of the Company (the "Proxy Statement/Prospectus"). This
opinion is being rendered pursuant to the requirements of Item 21(a) of Form S-4
under the Securities Act of 1933, as amended. Unless otherwise indicated, any
capitalized terms used herein and not otherwise defined have the meaning
ascribed to them in the Proxy Statement/Prospectus.

In connection with this opinion, we have examined and are familiar with the
Merger Agreement, the Registration Statement, and such other presently existing
documents, records and matters of law as we have deemed necessary or appropriate
for purposes of our opinion. In addition, we have assumed (i) that the Merger
will be consummated in the manner contemplated by the Proxy Statement/Prospectus
and in accordance with the provisions of the Merger Agreement, (ii) the truth
and accuracy (both as of the date hereof and as of the Effective Time) of the
representations and warranties made by Parent, Merger Sub and the Company in the
Merger Agreement, and (iii) the truth and accuracy of certificates of
representations expected to be provided to us by the Company, Parent and Merger
Sub.

Based upon and subject to the foregoing, in our opinion, the discussion
contained in the Registration Statement under the caption "Material United
States Federal Income Tax Considerations of the nFront Merger," subject to the
limitations and qualifications described therein, sets forth the material United
States Federal income tax considerations generally applicable to the Merger. The
inaccuracy of any of the documents or assumptions on which our opinion is based
could affect our conclusions. In addition, because this opinion is being
delivered prior to the Effective Time of the Merger, it must be considered
prospective and dependent on future events. There can be no assurance that
changes in the law (including amendments to the Internal Revenue Code of 1986,
as amended (the "Code"), or changes in Treasury Department regulations
promulgated under the Code, pertinent judicial authorities, interpretive rulings
of the Internal Revenue Service or such other authorities as we have considered
relevant for purposes of delivering this opinion) will not take place which
could affect the United States Federal income tax consequences of the Merger or
that contrary positions will not be taken by the Internal Revenue Service.

This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement. We also consent to the reference to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the material federal income tax consequences of the Merger,
including the Proxy Statement/Prospectus constituting a part thereof, and any
amendment thereto. In giving this consent, we do not thereby admit that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder, nor do we thereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.

Very truly yours,

/s/ Wilson Sonsini Goodrich & Rosati
WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

<PAGE>

EXHIBIT 8.2

[MORRIS, MANNING & MARTIN, LLP LETTERHEAD]

January 10, 2000

nFront, Inc.
520 Guthridge Court, N.W.
Norcross, GA 30092

Ladies and Gentlemen:

We have acted as counsel to nFront, Inc. ("nFront"), a Georgia corporation,
in connection with the proposed merger (the "Merger") of Black Transitory
Corporation ("Merger Sub"), a Georgia corporation and a direct wholly-owned
transitory merger subsidiary of Digital Insight Corporation ("Digital Insight"),
a Delaware corporation, with and into nFront pursuant to an Agreement and Plan
of Merger and Reorganization dated as of November 21, 1999, as amended by
Amendment No. 1 to Agreement and Plan of Merger and Reorganization dated as of
January 6, 2000 (the "Merger Agreement"). The Merger is described in the
Registration Statement of Digital Insight on Form S-4 (the "Registration
Statement") filed on the date hereof with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), which includes the joint proxy statement and prospectus of nFront and
Digital Insight (the "Proxy Statement/Prospectus").

In that connection, we have reviewed the Merger Agreement, the Proxy
Statement/Prospectus and such other materials as we have deemed necessary or
appropriate for purposes of our opinion. In addition, we have assumed (i) that
the Merger will be consummated in accordance with the provisions of the Merger
Agreement and as contemplated by the Proxy Statement/Prospectus and (ii) the
truth and accuracy, on the date of the Merger Agreement and on the date hereof,
of the representations and warranties made by nFront, Digital Insight and Merger
Sub in the Merger Agreement.

Based upon and subject to the foregoing, in our opinion, the discussion
contained in the Registration Statements under the caption "Material United
States Federal Income Tax Considerations of the nFront Merger," subject to the
limitations and qualifications described therein, set forth the material United
States federal income tax considerations generally applicable to the Merger.
Because this opinion is being delivered prior to the effective time of the
Merger, it must be considered prospective and dependent upon future events.
There can be no assurance that changes in the law will not take place which
could affect the federal income tax consequences of the Merger or that contrary
positions may not be asserted by the Internal Revenue Service.

This opinion is being furnished in connection with the Registration
Statement. You may rely upon and refer to the foregoing opinion in the Proxy
Statement/Prospectus. Any variation or
<PAGE>

nFront, Inc.
January 10, 2000
Page 2

difference in any fact from those set forth or assumed either herein or in the
Proxy Statement/Prospectus may affect the conclusions stated herein.

We hereby consent to the use of our name under the caption "Material United
States Federal Income Tax Considerations of the Merger" in the Proxy
Statement/Prospectus and to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

MORRIS, MANNING & MARTIN, LLP

By: /s/ Morris, Manning & Martin, LLP

-2-

<PAGE>

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this registration statement/proxy on Form S-
4 of Digital Insight Corporation of our report dated February 12, 1999, except
as to Note 12, which is as of November 21, 1999 relating to the financial
statements of Digital Insight Corporation, which appear in such Registration
Statement/Proxy. We also consent to the reference to us under the heading
"Experts" in such Registration Statement/Proxy.

/s/ PricewaterhouseCoopers LLP
By: _________________________________
PricewaterhouseCoopers LLP

Woodland Hills, California
January 7, 2000

<PAGE>

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated July 28, 1999, with respect to the financial
statements of nFront, Inc., included in the Registration Statement on Form S-4
and related Proxy Statement/Prospectus of Digital Insight Corporation filed on
or about January 7, 2000.

/s/ Ernst & Young LLP
Ernst & Young LLP

Atlanta, Georgia
January 6, 2000

<PAGE>

EXHIBIT 23.5

[MORGAN STANLEY & CO. INCORPORATED]

We hereby consent to the use in the Registration Statement of Digital Insight
Corporation on Form S-4 and in the Proxy Statement/Prospectus of Digital Insight
Corporation and nFront, Inc., which is part of the Registration Statement, of
our opinion dated November 21, 1999 appearing as Annex B to such Proxy
Statement/Prospectus, to the description therein of such opinion and to the
references therein to our name. In giving the foregoing consent, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended (the "Securities
Act"), or the rules and regulations promulgated thereunder, nor do we admit that
we are experts with respect to any part of such Registration Statement within
the meaning of the term "experts" as used in the Securities Act or the rules and
regulations promulgated thereunder.

MORGAN STANLEY & CO.
INCORPORATED

By: /s/ Geoffrey D. Baldwin
-----------------------
Geoffrey D. Baldwin
Principal

New York, New York
January 6, 2000

<PAGE>

EXHIBIT 23.6

[Letterhead of Donaldson, Lufkin & Jenrette Securities Corporation]

CONSENT OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION

We hereby consent to the (i) inclusion of our opinion letter dated November
21, 1999 to the Board of Directors of nFront, Inc. ("nFront") as Annex C to the
Joint Proxy Statement/Prospectus of nFront and Digital Insight Corporation and
("Digital Insight") relating to the proposed merger between nFront and a wholly
owned subsidiary of Digital Insight and (ii) references thereto in the sections
captioned "SUMMARY OF THE PROXY STATEMENT/PROSPECTUS -- Summary of the nFront
Merger --Opinion of nFront's Financial Advisor", "THE nFRONT MERGER -- nFront's
Reasons for the nFront Merger", and "THE nFront MERGER -- Opinion of nFront's
Financial Advisor" of the Joint Proxy Statement/Prospectus of nFront and Digital
Insight which forms a part of this Registration Statement on Form S-4. In
giving such consent, we do not admit that we come within the category of persons
whose consent is required under, and we do not admit that we are "experts" for
purposes of, the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By: /s/ William S. Oglesby
----------------------
Name: William S. Oglesby
Title: Managing Director

New York, New York
January 10, 2000

<PAGE>

EXHIBIT 99.3

Dear Stockholder:

Please take note of the important information enclosed with this Proxy. There
are a number of issues related to the operation of the Company that require your
immediate attention.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on the proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy in the enclosed
postage paid envelope.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

DIGITAL INSIGHT CORPORATION

[1301 - DIGIAL INSIGHT CORPORATION] [FILE NAME: DQ10BA ELX] [VERSION -1]
[01/06/00] [orig. 01/06/00]

DETACH HERE

Please mark
[X] votes as in
this example.

FOR AGAINST ABSTAIN
1. Approve the issuance of shares of Digital Insight
common stock in the merger of a wholly-owned [ ] [ ] [ ]
subsidiary of Digital Insight with and into nFront,
Inc. as contemplated by the Agreement and Plan of
Merger and Reorganization dated as of November 21,
1999, as amended, among Digital Insight, Black
Transitory Corporation and nFront.

2. Approve the amendment to the 1999 Stock Plan to [ ] [ ] [ ]
increase the number shares of common stock reserved
for issuance under the plan from 1,600,000 to
2,500,000 shares.

3. In their discretion, the proxies are authorized
to vote upon any other business that may properly
come before the meeting.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Please sign exactly as name appears herein. Joint
owners should each sign. Executors, administrators,
trustees, guardians, or other siduciaries should give
full info as such. If signing for a corporation, please
sign in full corporate name by a duly authorized
officer.

Full name: ______________ Date: ________ Signature: ___________ Date: _________

<PAGE>

DETACH HERE

PROXY

DIGITAL INSIGHT CORPORATION

26025 Mureau Road
Calabasas, CA 91302

SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS

The undersigned hereby appoints John Dorman and Kevin McDonnell, each with
the power to appoint his substitute, and hereby authorizes them to represent and
to vote, as designated on the reverse side, all shares of common stock of
Digital Insight Corporation (the "Company") held of record by the undersigned on
January 6, 2000 at the Special Meeting of Stockholders to be held on February
10, 2000 and any adjournments thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE
VOTED FOR SUCH PROPOSAL.

PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

- --------------- ----------------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- --------------- ----------------

<PAGE>

EXHIBIT 99.4

The shares represented by this proxy will be voted as directed by the
Shareholder. If no direction is given when the duly executed proxy is returned,
such shares will be voted "FOR" Proposal 1.

I PLAN TO ATTEND
MEETING
[_]

- --------------------------------------------------------------------------------
The Board of Directors Recommends a vote "FOR" Proposal 1.
- --------------------------------------------------------------------------------
1. Approval of the Agreement and Plan of Merger and Reorganization dated
as of November 21, 1999, as amended by Amendment No. 1 thereto dated as of
January 6, 2000, among Digital Insight Corporation, Black Transitory Corporation
and nFront, Inc., and the merger, which will cause nFront, Inc. to become a
wholly owned subsidiary of Digital Insight Corporation:

[_] [_] [_]
For Against Abstain

- --------------------------------------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Special Meeting.
- --------------------------------------------------------------------------------
PLEASE MARK YOUR CHOICE LIKE THIS X
IN BLUE OR BLACK INK.

Date
____________________________________

Signature
____________________________________

Signature if held jointly
____________________________________
Please mark, date and sign as your
name appears above and return in the
enclosed envelope.

_______________________________________________________________________________

nFront, Inc.
520 Guthridge Court, N.W.
Suite 100
Norcross, Georgia 30092

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Brady L. "Tripp" Rackley III and Robert L.
Campbell and each of them, with full power of substitution, as Proxy, to
represent the undersigned at the special meeting of shareholders of nFront, Inc.
to be held on February 10, 2000 at the Norcross Marriott Hotel, 475 Technology
Parkway, Norcross, Georgia 30092, or any adjournment thereof, and to vote all
the shares of Common Stock of nFront, Inc. which the undersigned would be
entitled to vote if then and there personally present, as designated on the
reverse side hereof and in their discretion as to other matters.

Please sign exactly as name appears on the reverse side. When shares are
held by joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.

(Please date and sign on reverse)
(Continued on reverse side)