CORILLIAN CORP, 10-Q, 2000-05-25

CORILLIAN CORP
10-Q, 2000-05-25
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<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 0-29291

CORILLIAN CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

OREGON 91-1795219
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

3855 SW 153RD DRIVE BEAVERTON, OREGON 97006
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(503) 627-0729
(REGISTRANT'S TELEPHONE NUMBER)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for the past 90 days. Yes [ ] No [X]

The number of shares of the Registrant's Common Stock outstanding as of March
31, 2000 was 7,725,848 shares.

<PAGE>

CORILLIAN CORPORATION
FORM 10-Q
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION PAGE
<S> <C>

Item 1. Financial Statements:

Condensed Balance Sheets as of March 31, 2000 (unaudited) and
December 31, 1999 2

Condensed Statements of Operations for the three months ended March 31,
2000 and 1999 (unaudited) 3

Condensed Statements of Cash Flows for the three months ended March
31, 2000 and 1999 (unaudited) 4

Notes to Condensed Financial Statements (unaudited) 5

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8

Item 3 Quantitative and Qualitative Disclosure About Market Risk 13

PART II OTHER INFORMATION

Item 1. Legal Proceedings 13

Item 2. Changes in Securities and Use of Proceeds 13

Item 5. Other Information 14

Item 6. Exhibits and Reports on Form 8-K 14

Signature 15
</TABLE>

<PAGE>

PART I. FINANCIAL INFORMATION

CORILLIAN CORPORATION
CONDENSED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
MARCH 31, PRO FORMA (1)
2000 MARCH 31, 2000 DECEMBER 31,
(UNAUDITED) (UNAUDITED) 1999
----------- -------------- ------------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 7,210 $ 62,126 $ 8,502
Investments 5,470 5,470 10,357
Accounts receivable 2,766 2,766 2,849
Other current assets 1,987 1,987 1,198
-------- -------- --------
Total current assets 17,433 72,349 22,906
Property and equipment, net 3,891 3,891 2,927
Other assets 60 60 69
-------- -------- --------
TOTAL ASSETS $ 21,384 $ 76,300 $ 25,902
======== ======== ========

LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 4,510 $ 4,510 $ 4,087
Deferred revenue 2,184 2,184 1,767
Current portion of capital lease obligations 72 72 66
Other current liabilities 318 318 10
-------- -------- --------
Total current liabilities 7,084 7,084 5,930
Capital lease obligations, less current portion 157 157 177
Redeemable convertible preferred stock 31,601 -- 31,501
Shareholders' (deficit) equity
Convertible preferred stock 910 -- 910
Common stock 10,327 97,754 3,482
Deferred stock-based compensation (7,862) (7,862) (2,877)
Accumulated deficit (20,833) (20,833) (13,221)
-------- -------- --------
Total shareholders' (deficit) equity (17,458) 69,059 (11,706)
-------- -------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 21,384 $ 76,300 $ 25,902
======== ======== ========
</TABLE>

(1) Pro forma presentation gives effect to: (a) net proceeds of $54,916 from the
issuance of common shares and a warrant in Corillian's initial public offering
and concurrent private placement on April 12, 2000 and the over-allotment
options exercised by the underwriters of the initial public offering on May 5,
2000, and (b) the conversion of preferred stock into common stock, which
occurred upon the closing of the initial public offering.

See accompanying notes to condensed financial statements.

2
<PAGE>

CORILLIAN CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FOR THE THREE-MONTH
PERIOD ENDED
------------------------
MARCH 31, MARCH 31,
2000 1999
--------- ---------
<S> <C> <C>
Revenues $ 3,255 $ 1,405
Cost of revenues 2,937 762
-------- --------
Gross profit 318 643

Operating expenses:
Sales and marketing 2,716 207
Research and development 2,272 468
General and administrative 1,652 320
Amortization of deferred stock-based
compensation 1,503 --
-------- --------
Total operating expenses 8,143 995

Loss from operations (7,825) (352)
Other income, net 213 25
-------- --------
Net loss (7,612) (327)
-------- --------

Redeemable convertible preferred stock accretion (100) --
-------- --------
Net loss attributed to common shareholders $ (7,712) $ (327)
======== ========

Basic and diluted net loss per share $ (1.00) $ (0.04)

Shares used in computing basic and diluted net loss
per share 7,726 7,428

Pro forma basic and diluted net loss per share $ (0.32)

Shares used in computing pro forma basic and diluted
net loss per share 24,089
</TABLE>

See accompanying notes to condensed financial statements.

3
<PAGE>

CORILLIAN CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE THREE-MONTH PERIOD ENDED
--------------------------------
MARCH 31, MARCH 31,
2000 1999
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ (7,612) $ (327)
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:
Depreciation 496 187
Amortization of deferred stock-based compensation 1,503 --
Issuance of common stock for services 123 --
Change in assets and liabilities:
Accounts receivable 83 (12)
Other assets (780) (112)
Accounts payable and accrued liabilities 731 232
Deferred revenue 419 34
-------- ------
Net cash (used in) provided by operating activities (5,037) 2
-------- ------
Cash flows from investing activities:
Purchase of property and equipment (1,460) (199)
Purchase of investments (13,549) --
Proceeds from the maturities of investments 18,434 --
-------- ------
Net cash provided by (used in) investment activities 3,425 (199)
-------- ------
Cash flows from financing activities:
Proceeds from exercise of stock options 334 --
Principal payments on capital lease obligations (14) --
-------- ------
Net cash provided by financing activities 320 --
-------- ------
Net decrease in cash and cash equivalents (1,292) (197)
Cash and cash equivalents at beginning of period 8,502 290
-------- ------
Cash and cash equivalents at end of period 7,210 93
======== ======
</TABLE>

See accompanying notes to condensed financial statements.

4
<PAGE>

CORILLIAN CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED, IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(1) BASIS OF PRESENTATION

The accompanying unaudited financial statements of Corillian Corporation have
been prepared pursuant to Securities and Exchange Commission rules and
regulations. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. These financial statements should be read in conjunction with the
audited financial statements and notes thereto included in our registration
statement on Form S-1 filed on January 27, 2000, and amendments thereto.

The financial information included herein reflects all adjustments (consisting
of normal recurring adjustments), which are, in the opinion of management,
necessary for a fair presentation of the results for interim periods. The
results of operations for the three months ended March 31, 2000 are not
necessarily indicative of the results to be expected for the full year.

Our fiscal year end is December 31.

(2) INVESTMENTS

Investments consist of commercial paper which have original maturities between
three and six months. These investments are classified as held-to-maturity and
are recorded at amortized cost, which approximates market value.

(3) COMPREHENSIVE INCOME

We have adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 130, REPORTING COMPREHENSIVE INCOME. Comprehensive
income is defined as changes in shareholders' equity exclusive of
transactions with owners, such as capital contributions and dividends. There
are no differences between net loss and comprehensive loss for the periods
presented.

(4) SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
Three Month Period
Ended March 31,
------------------
2000 1999
---- ----
<S> <C> <C>
Cash paid during the period for:
Interest 12 --
Income taxes 6 --
</TABLE>

(5) NET LOSS PER SHARE

We compute net loss per share in accordance with SFAS No. 128, EARNINGS PER
SHARE (SFAS No. 128), and Securities and Exchange Commission (SEC) Staff
Accounting Bulletin No. 98 (SAB No. 98). Under the provisions of SFAS No. 128
and SAB No. 98, basic and diluted net loss per share is computed by dividing
the net loss available to common shareholders for the period by the
weighted-average number of shares of common stock outstanding during the
period. Net loss attributed to common shareholders includes the accretion of
discounts on redeemable convertible preferred stock, which is amortized over
four years.

The following table sets forth for the periods indicated the weighted-average
potential shares of common stock issuable under stock options using the treasury
stock method and convertible preferred stock on an if-converted basis, which are
not included in calculating net loss per share due to their antidilutive effect:

5
<PAGE>

<TABLE>
<CAPTION>
Three Month Period Ended March 31,
----------------------------------------
Pro Forma
2000 2000 1999
---------- ---------- ----------
<S> <C> <C> <C>
Shares issuable under stock options 2,857,900 2,857,900 398,571
Shares of convertible preferred stock 16,362,953 -- 1,729,730
---------- ---------- ----------
19,220,853 2,857,900 2,128,301
========== ========== ==========
</TABLE>

Pro forma net loss per share is computed using the weighted-average number of
common shares outstanding, including the pro forma effects of the automatic
conversion of all outstanding convertible preferred stock into shares of common
stock effective upon the closing of our initial public offering as if such
conversion occurred at the date of original issuance.

(6) REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS' (DEFICIT) EQUITY

Shares issued and outstanding are as follows:

<TABLE>
<CAPTION>
March 31,
--------------------------
2000 1999
---------- ---------
<S> <C> <C>
Redeemable convertible preferred stock 14,723,223 --
Convertible preferred stock 1,639,730 1,639,730
Common stock 7,924,251 7,247,550
</TABLE>

(7) PRO FORMA SHAREHOLDERS' EQUITY

Effective upon the closing of our initial public offering in April, 2000, the
outstanding shares of redeemable convertible preferred stock and convertible
preferred stock automatically converted into 14,723,223 and 1,639,730 shares of
common stock, respectively. See note 11, Subsequent Events.

(8) STOCK-BASED COMPENSATION

We account for stock-based compensation using the Financial Accounting Standard
Board's (FASB) Statement of Financial Accounting Standards No. 123 (SFAS No.
123), ACCOUNTING FOR STOCK-BASED COMPENSATION. This statement permits a company
to choose either a fair value based method of accounting for its stock-based
compensation arrangements or to comply with the current Accounting Principles
Board Opinion No. 25 (APB 25) intrinsic value based method adding pro forma
disclosures of net income (loss) computed as if the fair value-based method had
been applied in the financial statements. We apply SFAS No. 123 by retaining the
APB 25 (and interpretations) method of accounting for stock-based compensation
for employees with annual pro forma disclosures of net income (loss). We account
for stock and stock options issued to non-employees in accordance with the
provisions of SFAS No. 123 and Emerging Issues Task Force (EITF) consensus on
Issue No. 96-18, ACCOUNTING FOR EQUITY INSTRUMENTS THAT ARE ISSUED TO OTHER THAN
EMPLOYEES FOR ACQUIRING, OR IN CONJUNCTION WITH SELLING, GOODS OR SERVICES.
Expense associated with stock-based compensation is amortized on an accelerated
basis over the vesting period of the individual stock option awards consistent
with the method prescribed in FASB Interpretation No. 28.

The amortization of deferred stock-based compensation relates to the
following items in the accompanying statements of operations:

<TABLE>
<CAPTION>
Three Month Period Ended March 31,
----------------------------------
2000 1999
----- -----
<S> <C> <C>

Cost of revenues 105 --
Sales and marketing 1,005 --
Research and development 91 --
General and administrative 302 --
----- -----
1,503 --
</TABLE>

(9) SEGMENT INFORMATION

We derive our revenue from a single operating segment, providing electronic
finance software and applications. Revenue is generated in this segment through
software and service license arrangements. Results of operations are derived
from United States operations and all assets reside in the United States.

Our chief decision-maker monitors the revenue streams of licenses and various
services. There are many shared expenses generated by the various revenue
streams; because management believes that any allocation of the expenses to
multiple revenue streams would be impractical and arbitrary, management has
not historically made such allocations internally. The chief decision-maker
does, however, monitor

<PAGE>

revenue streams at a more detailed level than those depicted in the accompanying
financial statements. Revenues derived from our licenses and services are as
follows:

<TABLE>
<CAPTION>
Three Month Period
Ended March 31,
--------------------
2000 1999
------ -------
<S> <C> <C>
License and implementation and custom
engineering services $2,919 $1,353
Post-contractual customer support 144 22
Hosting 111 30
OneSource services 81 --
------- ------
$3,255 $1,405
====== ======
</TABLE>

(10) LEGAL PROCEEDINGS

On March 20, 2000, S1 Corporation, one of our competitors, filed a patent
infringement lawsuit against us. According to the complaint filed by S1, S1
claims that we are infringing a patent that was issued to S1 in February
2000. S1 seeks injunctive relief prohibiting us from infringing its patent, a
court order requiring us to recall all copies of our software that infringe
its patent, an award of unspecified monetary damages and attorneys' fees and
costs. We believe, based on advice from our patent counsel, that we do not
infringe any valid claims of this patent. On April 21, 2000, we filed an
answer and counterclaim in response to this lawsuit, which denies infringing
any valid claims of S1's patent and seeks an award of attorneys' fees and a
declaratory judgment that we do not infringe any valid claims of this patent.
We intend to continue to vigorously contest S1's claims. An outcome that is
adverse to us, costs associated with defending the lawsuit and the diversion
of management's time and resources to defend the lawsuit could seriously harm
our business and our financial condition.

(11) SUBSEQUENT EVENTS

On April 11, 2000 we completed our initial public offering by issuing 4,600,000
shares of common stock (including the exercise of the underwriters'
over-allotment option), issued 2,625,000 shares of common stock in a private
placement which occurred concurrently with the closing of our initial public
offering, and issued a warrant to purchase 250,000 shares of common stock. We
realized $54,916 in proceeds from these sales, net of discounts, commissions and
estimated issuance costs. In conjunction with the initial public offering, our
redeemable convertible preferred stock and convertible preferred stock converted
to common stock. Simultaneous with the closing of the offering, we amended our
corporate bylaws and articles of incorporation.

In May 2000, we entered into a lease for our new corporate headquarters,
which will remain in Beaverton, Oregon and will consist of approximately
122,000 square feet. The lease has a term of 7 years, but we have the right
to renew the lease for a term of five years on two separate occasions. Under
the terms of this lease, our monthly rent will range from approximately
$213,722 in the first year to $244,254 in the seventh year.

(12) RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the FASB issued SFAS No. 133, ACCOUNTING FOR DERIVATIVES AND
HEDGING ACTIVITIES, (SFAS No. 133). SFAS No. 133, as amended by Statement of
Financial Accounting Standards No. 137, ACCOUNTING FOR DERIVATIVE INSTRUMENTS
AND HEDGING ACTIVITIES--DEFERRAL OF THE EFFECTIVE DATE OF FASB STATEMENT NO.
133 is effective for all fiscal quarters of all fiscal years beginning after
June 15, 2000. SFAS No. 133 and SFAS No. 137 establish accounting and
reporting standards for derivative instruments, including derivative
instruments embedded in other contracts, and for hedging activities. We will
adopt SFAS No. 133 and SFAS No. 137 for the quarter ending March 31, 2001. We
do not expect the adoption of SFAS No. 133 and SFAS No. 137 to have a
significant impact on our results of operations, financial position or cash
flows.

In December 1999, the SEC issued Staff Accounting Bulletin No. 101, REVENUE
RECOGNITION IN FINANCIAL STATEMENTS, (SAB No. 101), and amended it in March
2000. We are required to adopt the provisions of SAB No. 101 in the second
fiscal quarter of 2000. We are currently reviewing the provisions of SAB No.
101 and have not fully assessed the impact of its adoption. While SAB No. 101
does not supersede the software industry specific revenue recognition
guidance, which we believe we are in compliance with, the SEC Staff has
recently informally indicated its views related to SAB No. 101 which may
change current interpretations of software revenue recognition requirements.

In March 2000, the FASB issued Interpretation No. 44, ACCOUNTING FOR CERTAIN
TRANSACTIONS INVOLVING STOCK COMPENSATION--AN INTERPRETATION OF APB OPINION
NO. 25 (FIN No. 44). FIN No. 44 applies prospectively to new awards,
exchanges of awards in a business combination, modifications to outstanding
awards and changes in grantee status that occur on or after July 1, 2000,
except for the provisions related to repricings and the definition of an
employee, which apply to awards issued after December 15, 1998. The provisions
related to modifications to fixed stock option awards to add a reload feature
are effective for awards modified after January 12, 2000. We are currently
reviewing the provisions of FIN No. 44 and have not fully assessed the impact
of its adoption.

7
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

This discussion and analysis should be read in conjunction with our
Management's Discussion and Analysis of Financial Condition and Results of
Operations set forth in our registration statement on Form S-1 filed on
January 27, 2000, and amendments thereto.

This document contains certain forward-looking statements that involve risks
and uncertainties, such as statements of our plans, objectives, expectations
and intentions. When used in this document, the words "expects,"
"anticipates," "intends," "plans" and similar expressions are intended
to identify certain of these forward-looking statements. The cautionary
statements made in this document should be read as being applicable to all
related forward-looking statements wherever they appear in this document. Our
actual results could differ materially from those discussed in this document.
Factors that could cause or contribute to such differences include those
discussed below, as well as those discussed in our Prospectus dated April 12,
1999.

OVERVIEW

We license software and provide professional and content services to
financial service providers, such as banks, brokerages, insurance companies
and financial portals. Our Voyager eFinance Suite enables our customers to
provide scalable, reliable, and advanced Internet-based financial services,
including Internet banking, electronic bill presentment and payment, and
customer relationship management. Our recently introduced OneSource service
enables financial service providers to provide their customers with a service
that quickly consolidates all of their customers' financial information in
one comprehensive location.

In December 1999, we entered into an agreement with Microsoft to provide our
OneSource service to its MSN financial portal, MoneyCentral. Revenues derived
from our OneSource service generally involve three elements, which consist of
implementation fees, monthly service fees based upon financial institution
interfaces and client user fees. Revenues associated with implementation are
recognized ratably over the term of the service agreement. We recognized
$81,000 of revenues from implementation fees during the three-month period
ended March 31, 2000. Revenues earned from OneSource monthly service fees are
based on a monthly fee for each financial institution interface we have
completed. Revenues earned from client user fees are based on a monthly fee
for each user of the OneSource service. Both the OneSource monthly service
fee and the client user fees are recognized as services are performed. We did
not recognize any revenue during the three-month period ended March 31, 2000,
from monthly service fees or client user fees, but expect to begin to
recognize revenues from these fees in the second quarter of 2000. We do not
anticipate that these fees will be a significant source of our revenues in
fiscal 2000.

To date, we have derived a substantial portion of our revenues from licensing
our software. We generally license Voyager on an end user basis, with our
initial license fee based on a fixed number of end users. This fixed number
currently ranges from 10,000 to 1,000,000 end users. As a customer increases
its installed base of end users beyond the initial fixed number of end users,
our software license requires the customer to pay us an additional license
fee to cover additional increments of end users.

We also derive revenues from providing professional services to customers.
These professional services include implementation, custom software
engineering, consulting, maintenance, training and hosting.

Cost of revenues consists primarily of salaries and related expenses for
professional service personnel and outsourced professional service providers
who are responsible for the implementation and customization of our software.
Our cost of revenues also includes a royalty and purchases of equipment and
materials. In connection with the purchase of the Voyager technology in 1997,
we agreed to pay a royalty of seven percent of our revenues, up to a maximum
of $1.75 million, of which we have incurred $1.0 million as of March 31,
2000. We anticipate this royalty expense will cease in

<PAGE>

2000. Any equipment we purchase to provide services to our customers is
depreciated over the life of the equipment. From time to time to accommodate
specific customers, we resell equipment and materials to these customers, and
the expenses associated with the purchase of this equipment and materials is
included within the cost of revenues in the year in which the resale occurs.

Since incorporation, we have incurred substantial costs to develop and market
our technology and to provide professional services. As a result, we have
incurred net losses in each quarter of operation since inception and have
accumulated a deficit of $20.1 million as of March 31, 2000. As we continue
to grow our professional services, sales and marketing and research and
development organizations and market our solutions both nationally and
internationally, we anticipate that our cost of revenues and operating
expenses will increase substantially in future quarters. Our limited
operating history makes it difficult to forecast future operating results. As
a result of the rapid evolution of our business and our limited operating
history, we believe period-to-period comparisons of our results of
operations, including our revenues and costs of revenues and operating
expenses as a percentage of sales, are not necessarily indicative of our
future performance.

To date, our results of operations are substantially derived from operations
in the United States. Two customers each accounted for more than 10% of our
revenues for a total of 41% of our revenues during the period ended March 31,
2000.

RESULTS OF OPERATIONS

COMPARISONS OF QUARTER ENDED MARCH 31, 1999 AND 2000

REVENUES

Revenues increased from $1.4 million for the three-month period ended
March 31, 1999, to $3.3 million for the three-month period ended March 31,
2000. The increase in revenues is primarily due to sales to an increased
number of customers, the timing of revenue recognition in accordance with
authoritative guidelines and an increase in our average transaction size. We
believe that our customer growth resulted from greater market acceptance of
our solutions.

COST OF REVENUES

Cost of revenues increased from $762,000 for the three-month period ended
March 31, 1999, to $2.9 million for the three-month period ended March 31,
2000. Gross profit decreased as a percentage of revenues from 46% for the
three-month period ended March 31, 1999, to 10% for the three-month period
ended March 31, 2000. Our gross profit as a percentage of revenues for the
three-month period ended March 31, 1999 was positively impacted because of
the completion of contracts for which revenue was recognized on a completed
contract basis and for which we incurred most of our costs in prior periods.
Our gross profit as a percentage of revenues for the three-month period ended
March 31, 2000 was negatively impacted primarily by two factors. First, we
increased the number of our professional services personnel from 14 at March
31, 1999 to 63 at March 31, 2000 to increase our capacity to service a larger
customer base. Many of these personnel were utilized to provide maintenance
and support services, but the number of our fully implemented projects in
this period was not sufficient to generate significant maintenance and
support revenues. Therefore, our gross profit on maintenance and support was
negative. Second, in this period we performed services under fixed
implementation fee contracts, which we entered into before 2000. Under some
of these contracts, the implementation fee we charged was less than the cost
of the time and materials required to complete full implementation. We now
use a method of pricing for the implementation of our solutions that more
accurately reflects the actual time and materials required to complete
implementation. As of March 31, 2000, we had not completed all contracts
priced under a fixed implementation fee, but we expect to be finished with
these projects during the third quarter of 2000.

Although we expanded our internal professional services capacity, we
anticipate that the growth of our customer base will cause us to continue to
utilize outsourced service providers to perform implementation services on
some of our projects. Therefore, during the three-month period ended March
31, 2000, we entered into agreements with several large contractors to
provide professional services on some of our projects, and we expect to rely
on a combination of these contractors and our expanded internal staff to
service our growing customer base.

<PAGE>

In connection with the purchase of the Voyager technology in 1997, we agreed
to pay a royalty of seven percent of our revenue, up to a maximum of $1.75
million, of which we incurred $98,000 and $226,000, during the three-months
ended March 31, 1999 and 2000, respectively. We anticipate this royalty
expense will cease in 2000.

OPERATING EXPENSES

SALES AND MARKETING EXPENSES. Sales and marketing expenses consist of
salaries, commissions, and related expenses for personnel involved in
marketing, sales and support functions, as well as costs associated with
trade shows and other promotional activities. Sales and marketing expenses
increased from $207,000 for the three-month period ended March 31, 1999, to
$2.7 million for the three-month period ended March 31, 2000. The increase
was primarily attributable to the expansion of our sales and marketing
organization, and to a lesser extent, increased sales commissions associated
with higher revenues and higher expenses associated with increased brand
awareness efforts. We expect to continue to invest in our sales and marketing
organizations to expand our customer base and increase brand awareness. We
also anticipate sales and marketing expenses as a percentage of revenues will
fluctuate from period to period in the near term depending on when new
personnel are hired, the timing of new marketing programs and the levels of
revenues recognized in each period.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses consist
primarily of salaries and related expenses for engineering personnel and
costs of materials and equipment associated with the design, development,
testing and enhancement of our products. Research and development expenses
increased from $468,000 for the three-month period ended March 31, 1999, to
$2.3 million for the three-month period ended March 31, 2000. The increase
was primarily attributable to the expansion of our research and development
organization, and to a lesser extent, increased costs of materials and
equipment. We anticipate increased research and development expenses in the
future as we hire additional engineering personnel and fund the development
of new products and enhancements to existing products.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
consist of salaries and related expenses for executive, finance, human
resources, legal, information systems management and administration
personnel, as well as professional fees, corporate facility expenses, travel
and other general corporate expenses. General and administrative expenses
increased from $320,000 for the three-month period ended March 31, 1999, to
$1.7 million for the three-month period ended March 31, 2000. The increase
was primarily attributable to the increase of our general and administrative
personnel, and to a lesser extent, increased costs to support our growing
operations. We expect general and administrative expenses to increase in
absolute dollars as we add personnel and incur additional expenses related to
the anticipated growth of our business, the management of our international
operations and our operation as a public company.

AMORTIZATION OF DEFERRED STOCK-BASED COMPENSATION. We recorded deferred
stock-based compensation of $3.8 million and $6.5 million in connection with
stock options granted during 1999 and the three-month period ended March 31,
2000, respectively. This amount represents the difference between the
exercise price of stock options granted to employees and the deemed fair
value of our common stock at the time of the grants. In addition, this amount
includes the fair value of stock options granted to non-employees. This
amount is being amortized over the respective vesting periods of these
options on an accelerated basis. For the three-month period ended March 31,
2000, amortization of deferred stock-based compensation was $1.5 million. We
did not record any deferred stock-based compensation during the three-month
period ended March 31, 1999. We expect amortization related to options
granted in 1999 and during the three month period ended March 31, 2000 of
$3.6 million, $2.6 million, $1.2 million and $407,000 for the remainder of
2000, 2001, 2002, and 2003 respectively.

OTHER INCOME

Other income consists primarily of interest earned on cash and cash
equivalents and short-term investments and, to a lesser extent, gains and
losses recognized upon sale of our assets, interest

<PAGE>

expense, and other miscellaneous items. Other income increased from $25,000
for the three-month period ended March 31, 1999, to $213,000 for the
three-month period ended March 31, 2000 as a result of interest earned on
cash and investments.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed our operations primarily through
private sales of preferred stock, with aggregate net proceeds of $31.4
million as of March 31, 2000. At March 31, 2000, we had $7.2 million in cash
and cash equivalents, in addition to $5.5 million in short-term investments
consisting of commercial paper with original maturities between three and six
months. In April, 2000, we completed our initial public offering by issuing
4,600,000 shares of common stock (including the exercise of the underwriters'
over-allotment option), issued 2,625,000 shares of common stock in a private
placement which occurred concurrently with the closing of our initial public
offering, and issued a warrant to purchase 250,000 shares of common stock. We
realized $54.9 million in proceeds from these sales, net of discounts,
commissions and estimated issuance costs. In January 2000, we obtained a $3.0
million equipment line of credit with a financial institution of which $0 was
outstanding at March 31, 2000. In April, 2000, we received $3.0 million under
the line of credit which is secured by fixed assets. To a lesser extent, we
have financed our operations through equipment and facility leasing
arrangements.

Net cash used in operating activities was $5.0 million for the three-month
period ended March 31, 2000. Net cash used in operations was used primarily
to fund our net losses from operations.

Net cash provided by investing activities was $3.4 million for the
three-month period ended March 31, 2000. Net cash provided by investing
activities was primarily attributable to the net proceeds from the maturities
and purchases of short term investments of $4.9 million, offset somewhat by
purchases of property, plant and equipment of $1.5 million. We expect that,
in the future, any cash in excess of current requirements will be invested in
short-term, investment-grade securities.

Net cash provided by financing activities was $320,000 for the three-month
period ended March 31, 2000. Net cash provided by financing activities
consisted primarily of proceeds from the issuance common shares under stock
options.

The lease for our existing corporate headquarters expires in December 2000.
In May 2000, we entered into a lease for our new corporate headquarters,
which will remain in Beaverton, Oregon and will consist of approximately 122,000
square feet. The lease has a term of 7 years, but we have the right to renew
the lease for a term of five years on two separate occasions. Under the terms
of this lease, our monthly rent will range from approximately $213,722 in the
first year to $244,254 in the seventh year.

We have no material financing commitments other than obligations under our
line of credit facilities and operating and capital leases. Future capital
requirements will depend on many factors, including the timing of research
and development efforts and the expansion of our facilities. We believe our
current cash and cash equivalents and investments together with the net
proceeds from the sale of the common stock in our initial public offering and
in the concurrent private placement will be sufficient to meet our working
capital requirements for at least the next 12 months. Thereafter, we may find
it necessary to obtain additional equity or debt financing. If additional
financing is required, we may not be able to raise it on acceptable terms or
at all. Additional financing could result in dilution to our shareholders. If
we are unable to obtain additional financing, we may be required to reduce
the scope of our planned research and development and sales and marketing
efforts, as well as the further development of our infrastructure.

QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
At March 31, 2000, we had cash and cash equivalents and short-term
investments of $12.7 million, which consist of cash and highly liquid
short-term commercial paper. Our investments may be subject to interest rate
risk and will decrease in value if market interest rates increase. A decline
in interest rates over a sustained period would reduce our interest income.
All of our revenues

<PAGE>

recognized to date have been denominated in United States dollars and
substantially all of our revenues are from customers in the United States.
Although substantially all of our revenues have been from United States
customers, we expect to recognize more significant revenues from
international markets, and those revenues will likely be denominated in
currency from those international markets. As a result, our operating results
could become subject to significant fluctuations based upon changes in the
exchange rates of the international currencies in those markets in relation
to the U.S. dollar and could be harmed.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 133, ACCOUNTING FOR DERIVATIVES AND
HEDGING ACTIVITIES, (SFAS No. 133). SFAS No. 133, as amended by Statement of
Financial Accounting Standards No. 137, ACCOUNTING FOR DERIVATIVE INSTRUMENTS
AND HEDGING ACTIVITIES--DEFERRAL OF THE EFFECTIVE DATE OF FASB STATEMENT NO.
133 is effective for all fiscal quarters of all fiscal years beginning after
June 15, 2000. SFAS No. 133 and SFAS No. 137 establishes accounting and
reporting standards for derivative instruments, including derivative
instruments embedded in other contracts, and for hedging activities. We will
adopt SFAS No. 133 and SFAS No. 137 for the quarter ending March 31, 2001. We
do not expect the adoption of SFAS No. 133 and SFAS No. 137 to have a
significant impact on our results of operations, financial position or cash
flows.

In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS,
(SAB No. 101), and amended it in March 2000. We are required to adopt the
provisions of SAB No. 101 in its second fiscal quarter of 2000. We are currently
reviewing the provisions of SAB No. 101 and have not fully assessed the impact
of its adoption. While SAB No. 101 does not supersede the software industry
specific revenue recognition guidance, which we believe are in compliance
with, the SEC Staff has recently informally indicated its views related to SAB
No. 101 which may change current interpretations of software revenue
recognition requirements.

In March 2000, the FASB issued Interpretation No. 44, ACCOUNTING FOR CERTAIN
TRANSACTIONS INVOLVING STOCK COMPENSATION--AN INTERPRETATION OF APB OPINION NO.
25 (FIN No. 44). FIN No. 44 applies prospectively to new awards, exchanges of
awards in a business combination, modifications to outstanding awards and
changes in grantee status that occur on or after July 1, 2000, except for the
provisions related to repricings and the definition of an employee, which apply
to awards issued after December 15, 1998. The provisions related to
modifications to fixed stock option awards to add a reload feature are
effective for awards modified after January 12, 2000. We are currently reviewing
the provisions of FIN No. 44 and have not fully assessed the impact of its
adoption.

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

To date, we have not used derivative financial instruments for
speculative purposes which expose us to market risk. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
this Report.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On March 20, 2000, S1 Corporation, one of our competitors, filed a patent
infringement lawsuit against us. According to the complaint filed by S1, S1
claims that we are infringing a patent that was issued to S1 in February
2000. S1 seeks injunctive relief prohibiting us from infringing its patent, a
court order requiring us to recall all copies of our software that infringe
its patent, an award of unspecified monetary damages and attorneys' fees and
costs. We believe, based on advice from our patent counsel, that we do not
infringe any valid claims of this patent. On April 21, 2000, we filed an
answer and counterclaim in response to this lawsuit, which denies infringing
any valid claims of S1's patent and seeks an award of attorneys' fess and a
declaratory judgment that we do not infringe any valid claims of this patent.
We intend to continue to vigorously contest S1's claims. An outcome that is
adverse to us, costs associated with defending the lawsuit and the diversion
of management's time and resources to defend the lawsuit could seriously harm
our business and our financial condition.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(a) CONVERSION OF PREFERRED STOCK

(b) RECENT SALES OF UNREGISTERED SECURITIES

We granted stock options and issued shares pursuant to the exercise of stock
options under our stock option plans in the three-month period ended March
31, 2000. With respect to the shares granted and exercised under our
stock option plans, we relied on Rule 701 for the option grants and
related option exercises, because they were made in connection with a written
compensatory benefit plan established for the benefit of employees, directors
and officers. All option grants were made in compliance with the limitations
of Rule 701, as in effect when such option grants were made. In January,
2000, we granted 437,333 stock options with an exercise price per share of
$3.77 to employees under our 1997 stock option plan. In March, 2000, we
granted 898,933 and 184,333 stock options with an exercise price per share of
$3.77 and $10.50, respectively, to employees and directors under our 2000
stock option plan.

In January 2000, we agreed to issue 16,667 shares of our common stock to
Heidrick & Struggles, Inc. to compensate it for recruiting services rendered
to us in late 1999. We relied on Section 4(2) for this transaction because
Heidrick & Struggles, Inc. was an institutional accredited investor.

On March 9, 2000, two institutional accredited investors and a qualified
institutional buyer purchased directly from us in a private placement that
occurred concurrently with the closing of our initial public offering, shares
of our common stock having an aggregate purchase price of approximately $21
million at a per share price of $8.00. In addition, one institutional
accredited investor purchased directly from us in a private placement that
occurred concurrently with the closing of our initial public offering a
warrant for 250,000 shares of our common stock with a per share exercise
price of $8.00 and a term of three years. The purchase price for this warrant
was approximately $1.4 million. We relied on Section 4(2) for these

<PAGE>

transactions because the sales were confined to a qualified institutional
buyer and three institutional accredited investors.

In March 2000, we agreed to issue an aggregate of 138,638 shares of our
common stock to six former shareholders of InterTech Systems, Inc. The shares
were issued in April 2000 to these investors in connection with our
acquisition of InterTech Systems. We relied on Section 4(2) for this
transaction because the former shareholders of InterTech Systems were
accredited investors and because the shares were issued in connection with a
strategic acquisition in which we did not receive any funds.

On April 17, 2000 we completed our initial public offering by issuing
4,600,000 shares of common stock (including the exercise of the underwriters'
over-allotment option), issued 2,625,000 shares of common stock in a private
placement which occurred concurrently with the closing of our initial public
offering, and issued a warrant to purchase 250,000 shares of common stock. We
realized $54.9 million in proceeds from these sales, net of discounts,
commissions and estimated issuance costs.

We intend to use the net proceeds from these sales for research and
development activities, capital expenditures, sales, marketing and
administrative expenses, including the expansion of our sales and marketing
organizations, and for working capital and general corporate purposes.

ITEM 5.

On May 6, 2000, Kirk Wright, our President and a director on our Board of
Directors, resigned as President and director. Mr. Wright will remain with us
as Managing Director - Global Development In addition, the Board of Directors
appointed Andrew White, our Executive Vice President, Global Sales, to Chief
Operating Officer and as a director to fill the vacancy created on the Board
of Directors by the resignation of Mr. Wright. Therefore, Mr. White will be a
class I director whose term will expire at the 2001 annual meeting of our
shareholders. Our Board of Directors also appointed Alex Hart as Executive
Vice President of Corporate Development. Prior to joining us, Mr. Hart was
Business Development Manager for Microsoft Corporation.

In April, 2000, we acquired InterTech Systems, Inc. InterTech Systems has
developed technology that we expect will enhance our ability to gather
financial information from Internet sites using hyper-text mark-up language
for our OneSource service. Under the terms of the acquisition, InterTech
Systems was merged with and into us and we issued 138,638 shares of our
common stock to the shareholders of InterTech Systems, 69,319 shares of which
are being held in escrow for one year to secure the indemnification
obligations of these shareholders.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) The exhibits filed as part of this report are listed below:

EXHIBIT NO.
-----------
10.1 Lease between Carramerica Realty Corporation and us,
dated May 22, 2000

27 Financial Data Schedule

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the quarter ended March 31, 2000.

<PAGE>

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, we have
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized this 25th day of May, 2000.

CORILLIAN CORPORATION

By: /s/ Steven Sipowicz
------------------------------------
Steven Sipowicz
Chief Financial Officer
(Principal Financial Officer)

<PAGE>

LEASE

between

CORILLIAN CORPORATION

(Tenant)

and

CARRAMERICA REALTY CORPORATION

(Landlord)

MAY 22, 2000

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page

<S> <C>
1. LEASE AGREEMENT. 3

2. RENT. 3

A. Types of Rent...................................................................................3

B. Payment of Operating Cost Share Rent and Tax Share Rent.........................................3

C. Definitions.....................................................................................4

D. Computation of Base Rent and Rent Adjustments...................................................7

3. PREPARATION AND CONDITION OF PREMISES; POSSESSION AND SURRENDER OF PREMISES. 8

A. Condition of Premises...........................................................................8

B. Tenant's Possession.............................................................................8

C. Maintenance.....................................................................................8

4. PROJECT SERVICES. 9

A. Heating and Air Conditioning....................................................................9

B. Elevators.......................................................................................9

C. Electricity.....................................................................................9

D. Water...........................................................................................9

E. Janitorial Service..............................................................................9

F. Interruption of Services........................................................................9

G. Parking.........................................................................................9

H. Access.........................................................................................10

I. Fiber Optics...................................................................................10

5. ALTERATIONS AND REPAIRS. 10

A. Landlord's Consent and Conditions..............................................................10

B. Damage to Systems..............................................................................11

C. No Liens.......................................................................................11

D. Ownership of Improvements......................................................................11

E. Removal at Termination.........................................................................12

6. USE OF PREMISES. 12

7. GOVERNMENTAL REQUIREMENTS AND BUILDING RULES. 12

8. WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE. 12

A. Indemnification................................................................................12

B. Tenant's Insurance.............................................................................13

i
<PAGE>

C. Insurance Certificates.........................................................................14

D. Landlord's Insurance...........................................................................14

E. Waiver of Subrogation..........................................................................14

9. FIRE AND OTHER CASUALTY. 14

A. Termination....................................................................................14

B. Restoration....................................................................................15

10. EMINENT DOMAIN. 15

11. RIGHTS RESERVED TO LANDLORD. 15

A. Name...........................................................................................15

B. Signs..........................................................................................15

C. Window Treatments..............................................................................15

D. Keys...........................................................................................15

E. Access.........................................................................................15

F. Preparation for Reoccupancy....................................................................15

G. Heavy Articles.................................................................................16

H. Show Premises..................................................................................16

I. Intentionally Deleted..........................................................................16

J. Use of Lockbox.................................................................................16

K. Repairs and Alterations........................................................................16

L. Building Services..............................................................................16

M. Other Actions..................................................................................16

12. TENANT'S DEFAULT. 16

A. Rent Default...................................................................................16

B. Certain Performance Default....................................................................16

C. Other Performance Default......................................................................16

D. Credit Default.................................................................................16

E. Vacation or Abandonment Default................................................................17

13. LANDLORD REMEDIES. 17

A. Termination of Lease or Possession.............................................................17

B. Lease Termination Damages......................................................................17

C. Possession Termination Damages.................................................................17

D. Landlord's Remedies Cumulative.................................................................17

E. WAIVER OF TRIAL BY JURY........................................................................18

F. Litigation Costs...............................................................................18

ii
<PAGE>

14. SURRENDER. 18

15. HOLDOVER. 18

16. SUBORDINATION TO GROUND LEASES AND MORTGAGES. 19

A. Subordination..................................................................................19

B. Termination of Ground Lease or Foreclosure of Mortgage.........................................19

C. Security Deposit...............................................................................19

D. Notice and Right to Cure.......................................................................19

E. Definitions....................................................................................19

17. ASSIGNMENT AND SUBLEASE. 19

A. In General.....................................................................................19

B. Landlord's Consent.............................................................................20

C. Procedure......................................................................................20

D. Change of Management or Ownership..............................................................20

E. Excess Payments................................................................................20

F. Recapture......................................................................................20

G. Permitted Transfers............................................................................21

18. CONVEYANCE BY LANDLORD. 21

19. ESTOPPEL CERTIFICATE. 21

20. SECURITY DEPOSIT. 22

A. Use of Security Deposit........................................................................22

B. Letter of Credit...............................................................................22

21. FORCE MAJEURE. 23

22. INTENTIONALLY DELETED. 23

23. NOTICES. 23

A. Landlord.......................................................................................23

B. Tenant.........................................................................................24

24. QUIET POSSESSION. 24

25. REAL ESTATE BROKER. 24

26. MISCELLANEOUS. 24

A. Successors and Assigns.........................................................................24

B. Date Payments Are Due..........................................................................24

C. Meaning of "Landlord", "Re-Entry, "including" and "Affiliate.".................................24

D. Time of the Essence............................................................................25

E. No Option......................................................................................25

iii
<PAGE>

F. Severability...................................................................................25

G. Governing Law..................................................................................25

H. Lease Modification.............................................................................25

I. No Oral Modification...........................................................................25

J. Landlord's Right to Cure.......................................................................25

K. Captions.......................................................................................25

L. Authority......................................................................................25

M. Landlord's Enforcement of Remedies.............................................................25

N. Entire Agreement...............................................................................25

O. Landlord's Title...............................................................................25

P. Light and Air Rights...........................................................................25

Q. Singular and Plural............................................................................25

R. No Recording by Tenant.........................................................................26

S. Exclusivity....................................................................................26

T. No Construction Against Drafting Party.........................................................26

U. Survival.......................................................................................26

V. Rent Not Based on Income.......................................................................26

W. Building Manager and Service Providers.........................................................26

X. Late Charge and Interest on Late Payments......................................................26

Y. Tenant's Financial Statements..................................................................26

27. UNRELATED BUSINESS INCOME. 26

28. HAZARDOUS SUBSTANCES. 26

29. EXCULPATION. 27

30. UTILITY DEREGULATION. 27

A. Landlord Controls Selection....................................................................27

B. Tenant Will Provide Access.....................................................................27

C. Landlord Not Responsible for Change in Service.................................................27

31. SATELLITE DISHES AND ANTENNAE 27

32. RIGHTS OF FIRST OFFER 28
</TABLE>

iv
<PAGE>

ATTACHMENTS

Appendix A - Plan of Premises
Appendix B - Rules and Regulations
Appendix C - Tenant Improvement Agreement
Appendix D - Mortgages Currently Affecting the Project
Appendix E - Commencement Date Confirmation
Appendix F - Legal Description
Appendix G - Extension Option
Appendix H - Right of First Offer to Lease
Appendix I - Right of First Offer to Purchase
Appendix J - Naming Rights
Appendix K - Janitorial Service
Appendix L - Exclusive Parking Stall Locations

v
<PAGE>

LEASE

THIS LEASE (the "LEASE") is made as of May 22, 2000 between CARRAMERICA
REALTY CORPORATION, a Maryland corporation (the "LANDLORD") and the Tenant as
named in the Schedule below. For purposes of this Lease, the term "PROJECT"
means the land legally described in Appendix F hereto (the "Land") and Buildings
1, 2 and 3 located thereon. The Project is commonly known as Rock Creek
Corporate Center, Hillsboro, Oregon. Phase 1 Premises means approximately 66,198
rentable square feet located in all of Building 2 at 3400 N.W. John Olsen Place,
Hillsboro, Oregon 97124. Phase 2 Premises means approximately 44,901 rentable
square feet located on the second and third floors of Building 1 at 3600 N.W.
John Olsen Place, Hillsboro, Oregon and approximately 11,028 rentable square
feet located in all of Building 3 at 3500 N.W. John Olsen Place, Hillsboro,
Oregon. Phase 1 Premises and Phase 2 Premises are collectively called herein the
"Premises." The Premises are shown on Appendix A. "BUILDING" means Buildings 1,
2 and 3 of the Project. "COMMON AREA" means the sidewalks, halls, passageways,
exits, entrances, elevators, corridors, accessways, lobby, and all other public
areas of the Building and the Project.

The following schedule (the "SCHEDULE") is an integral part of this
Lease. Terms defined in this Schedule shall have the same meaning throughout the
Lease.

SCHEDULE

1. TENANT: Corillian Corporation, an Oregon corporation

2. PREMISES: On the Phase 1 Commencement Date, Landlord shall deliver
to Tenant possession of the Phase 1 Premises consisting of approximately 66,198
Rentable Square Feet (as defined in Section 3 below). On the Phase 2
Commencement Date, Landlord shall deliver to Tenant possession of the Phase 2
Premises consisting of approximately 55,929 Rentable Square Feet (as defined in
Section 3 below). Beginning on January 1, 2002, Tenant shall pay Operating Cost
Share Rent and Tax Share Rent to Landlord in accordance with Section 2A of the
Lease.

3. RENTABLE SQUARE FEET OF THE PREMISES: Total Rentable Square Feet is
approximately 122,127, subject to final space planning and area calculations. As
used herein, "Rentable Square Feet" or "RSF" shall have the same definition as
"Floor Rentable Area" as defined in BOMA's Standard Method for Measuring Floor
Area in Office Buildings (ANSI/BOMA Z651.1-1996).

4. TENANT'S PROPORTIONATE SHARE: (a) 100% (based upon a total of 66,198
Rentable Square Feet for Building 2, as to all Operating Costs relating to
Building 2, as defined in Section 2(c)(1) of the Lease, including, without
limitation, HVAC maintenance and repairs, elevator maintenance and repairs,
building management fee, any janitorial services and supplies, window cleaning
and property insurance; (b) 100% (based upon a total of 11,028 Rentable Square
Feet for Building 3, as to all Operating Costs relating to Building 3, as
defined in Section 2(c)(1) of the Lease, including, without limitation, HVAC
maintenance and repairs, building management fee, any janitorial services and
supplies, window cleaning and property insurance; (c) 68.618% (based upon a
total of 65,436 Rentable Square Feet for Building 1, as to all Operating Costs
relating to Building 1, as defined in Section 2(c)(1) of the lease, including,
without limitation, HVAC maintenance and repairs, elevator maintenance and
repairs, building management fee, any janitorial services and supplies, window
cleaning and property insurance; (d) 85.605% (based upon a total of 142,662
Rentable Square Feet in the Buildings) of all Operating Costs of the Project,
excluding all Operating Costs attributable to all or any part of any Building in
the Project, including without limitation, landscape costs, parking lot repair
and maintenance, Landlord's liability insurance costs; and (e) 85.605% of all
Taxes.

5. SECURITY DEPOSIT: $1,000,000 Letter of Credit. See Section 20 of
this Lease.

1
<PAGE>

6. TENANT'S REAL ESTATE BROKER FOR THIS LEASE: The Mehigan Company

7. LANDLORD'S REAL ESTATE BROKER FOR THIS LEASE: Cushman & Wakefield of
Oregon, Inc.

8. TENANT IMPROVEMENTS, IF ANY: See the Tenant Improvement Agreement
attached hereto as Appendix C.

9. COMMENCEMENT DATE: The Phase 1 Commencement Date shall be the date
Landlord delivers possession of the Phase 1 Premises to the Tenant, which is
intended to occur on or about October 1, 2000. The Phase 2 Commencement Date
shall be the date Landlord delivers possession of the Phase 2 Premises to
Tenant, which is intended to occur on or about January 1, 2001. The parties will
use reasonable, diligent efforts to cause the Commencement Dates to occur by the
intended dates. Landlord and Tenant shall execute a Commencement Date
Confirmation substantially in the form of Appendix E promptly following each
Commencement Date.

10. TERMINATION DATE/TERM: Seven (7) years from the Phase 1
Commencement Date Tenant shall have the right to extend the Term for two (2)
five-year options on the terms and conditions set forth in Appendix G.

11. GUARANTOR: None

12. BASE RENT:

<TABLE>
<CAPTION>
MONTHS RSF ANNUAL BASE MONTHLY BASE ANNUAL BASE
RENT RSF RENT RENT

13. MANAGEMENT FEE: The management fee each year is equal to three
percent (3%) of the Annual Base Rent.

2
<PAGE>

1. LEASE AGREEMENT.

On the terms and conditions stated in this Lease, Landlord leases the
Premises to Tenant, and Tenant leases the Premises from Landlord, for the Term
beginning on the Phase 1 Commencement Date and ending on the Termination Date
unless extended or sooner terminated pursuant to this Lease.

2. RENT.

A. TYPES OF RENT. Tenant shall pay the following Rent in the form of a
check to Landlord at the following address:

CarrAmerica Realty Corporation
t/a Rock Creek Corporate Center
P.O. Box 198268
Atlanta, GA 30384-8268

or by wire transfer as follows:

NationsBank, N.A. (South)
ABA Number 061-000-052
Account Number 00 326 3038269

or in such other manner as Landlord may notify Tenant.

(1) Base Rent in monthly installments in advance, the monthly
installment for the first (1st) month payable concurrently with the
execution of this Lease and thereafter on or before the first day of
each month of the Term in the amount set forth on the Schedule.

(2) Operating Cost Share Rent in an amount equal to the
Tenant's Proportionate Share of the Operating Costs for the applicable
fiscal year of the Lease in excess of the Operating Costs for the
calendar year 2001 ("Base Year"), paid monthly in advance in an amount
estimated by Landlord. Definition of Operating Costs and the method for
billing and payment of Operating Cost Share Rent are set forth in
Sections 2B, 2C and 2D. Definition of Tenant's Proportionate Share are
set forth in Section 4 of the Schedule.

(3) Tax Share Rent in an amount equal to the Tenant's
Proportionate Share of the Taxes for the applicable fiscal year of this
Lease in excess of the Taxes for the Base Year, paid monthly in advance
in an amount estimated by Landlord. A definition of Taxes and the
method for billing and payment of Tax Share Rent are set forth in
Sections 2B, 2C and 2D.

(4) Additional Rent in the amount of all costs, expenses,
liabilities, and amounts which Tenant is required to pay under this
Lease, excluding Base Rent, Operating Cost Share Rent, and Tax Share
Rent, but including any interest for late payment of any item of Rent.

(5) Rent as used in this Lease means Base Rent, Operating Cost
Share Rent, Tax Share Rent and Additional Rent. Tenant's agreement to
pay Rent is an independent covenant, with no right of setoff, deduction
or counterclaim of any kind.

B. PAYMENT OF OPERATING COST SHARE RENT AND TAX SHARE RENT.

(1) Payment of Estimated Operating Cost Share Rent and Tax
Share Rent. Landlord shall estimate in good faith the Operating Costs
and Taxes of the Project by April 1 of each fiscal year, or as soon as
reasonably possible thereafter. Landlord may revise these estimates
whenever it obtains more accurate information, such as the final real
estate tax assessment or tax rate for the Project.

3
<PAGE>

Within thirty (30) days after receiving the original or
revised estimate from Landlord, Tenant shall pay Landlord one-twelfth
(1/12th) of Tenant's Proportionate Share of this estimate in excess of
the Base Year, multiplied by the number of months that have elapsed in
the applicable fiscal year to the date of such payment including the
current month, minus payments previously made by Tenant for the months
elapsed. On the first day of each month thereafter, Tenant shall pay
Landlord one-twelfth (1/12th) of Tenant's Proportionate Share of this
estimate in excess of the Base Year, until a new estimate becomes
applicable.

(2) Correction of Operating Cost Share Rent. Landlord shall
deliver to Tenant a report for the previous fiscal year (the "Operating
Cost Report") by May 15 of each year, or as soon as reasonably possible
thereafter, setting forth (a) the actual Operating Costs incurred, (b)
the amount of Operating Cost Share Rent due from Tenant, and (c) the
amount of Operating Cost Share Rent paid by Tenant. Within thirty (30)
days after such delivery, Tenant shall pay to Landlord the amount due
minus the amount paid. If the amount paid exceeds the amount due,
Landlord shall apply the excess to Tenant's payments of Operating Cost
Share Rent next coming due.

(3) Correction of Tax Share Rent. Landlord shall deliver to
Tenant a report for the previous fiscal year (the "Tax Report") by May
15 of each year, or as soon as reasonably possible thereafter, setting
forth (a) the actual Taxes, (b) the amount of Tax Share Rent due from
Tenant, and (c) the amount of Tax Share Rent paid by Tenant. Within
thirty (30) days after such delivery, Tenant shall pay to Landlord the
amount due from Tenant minus the amount paid by Tenant. If the amount
paid exceeds the amount due, Landlord shall apply the excess to
Tenant's payments of Tax Share Rent next coming due.

C. DEFINITIONS.

(1) Included Operating Costs. "Operating Costs" means any
expenses, costs and disbursements of any kind other than Taxes, paid or
incurred by Landlord in connection with the management, maintenance,
operation, insurance, repair and other related activities in connection
with any part of the Project (including, without limitation, all costs,
charges, and expenses incurred by Landlord in connection with any
change in the Electric Service Provider or Alternate Service Provider
(as defined in Section 30A) then providing electrical services, and the
maintenance, repair, installation and service costs associated
therewith) and of the personal property, fixtures, machinery,
equipment, systems and apparatus used in connection therewith,
including the cost of providing those services required to be furnished
by Landlord under this Lease. Operating Costs shall also include the
cost of any capital improvements which are intended to reduce Operating
Costs or improve safety, and those made to keep the Project in
compliance with governmental requirements applicable from time to time
(collectively, the "Included Capital Items"); provided, that the costs
of any Included Capital Item shall be amortized by Landlord, together
with an amount equal to interest at ten percent (10%) per annum, over
the estimated useful life of such item and such amortized costs will be
included in Operating Costs for that portion of the useful life of the
Included Capital Item which falls within the Term.

If the Project is not fully occupied and utilized during any
portion of any fiscal year, Landlord may adjust (an "Equitable
Adjustment") Operating Costs to equal what would have been incurred by
Landlord had the Project been one-hundred percent (100%) occupied and
utilized. This Equitable Adjustment shall apply only to Operating Costs
which are variable and therefore increase as occupancy of the Project
increases. Landlord will incorporate the Equitable Adjustment in its
estimates of Operating Costs.

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If Landlord does not furnish any particular service whose cost
would have constituted an Operating Cost to a tenant other than Tenant
who has undertaken to perform such service itself, Operating Costs
shall be increased by the amount which Landlord would have incurred if
it had furnished the service to such tenant.

(2) Excluded Operating Costs. Operating Costs shall not
include:

(a) costs of alterations of tenant premises;

(b) costs of capital improvements other than Included
Capital Items;

(c) capital expenditures required by Landlord's
failure to comply with laws enacted on or before the date of
the Building's Temporary Certificate of Occupancy or the
equivalent is validly issued; provided, however, the capital
expenditures incurred by Landlord and required by laws enacted
after the date the building's Temporary Certification of
Occupancy or the equivalent is validly issued shall be
amortized over the useful life of such capital expenditures;

(d) costs, including permit, license and inspection
costs, incurred with respect to the installation of tenant
improvements made for tenants in the building or incurred in
renovating or otherwise improving, decorating, painting or
redecorating vacant space for tenant or other occupants of the
Building;

(e) except as provided in Section C(1) above, costs
of capital nature, including, without limitation, capital
improvements, capital repairs, capital equipment and capital
tools, all as determined in accordance with generally accepted
accounting principles, consistently applied, except as
otherwise permitted herein;

(f) interest and principal payments on mortgages or
any other debt costs, or rental payments on any ground lease
of the Project;

(g) real estate brokers' leasing commissions;

(h) attorney's fees, space planning costs, and other
costs and expenses incurred in connection with negotiations or
disputes with present or prospective tenant or other occupants
of the Building;

(i) any cost or expenditure for which Landlord is
reimbursed, by insurance proceeds or otherwise, except by
Operating Cost Share Rent;

(j) the cost of any service furnished to any office
tenant of the Project which Landlord does not make available
to Tenant;

(k) except as provided in Section C(1) above and
except on any Included Capital Items, depreciation,
amortization and interest payments;

(l) costs incurred by Landlord due to violations by
Landlord or any tenant (other than Tenant) of the terms and
conditions of any lease of space in the Building

(m) franchise or income taxes imposed upon Landlord,
except to the extent imposed in lieu of all or any part of
Taxes;

(n) costs of correcting defects in construction of
the Building (as opposed to the cost of normal repair,
maintenance and replacement expected with the construction
materials and equipment installed in the Building in light of
their specifications);

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(o) legal and auditing fees which are for the benefit
of Landlord such as collecting delinquent rents, preparing tax
returns and other financial statements, and audits other than
those incurred in connection with the preparation of reports
required pursuant to Section 2B above;

(p) the wages of any employee for services not
related directly to the management, maintenance, operation and
repair of the Building;

(q) fines, penalties and interest;

(r) any amount in excess of a five percent (5%)
increase per year in controllable expenses. Controllable
expenses shall include Landlord's corporate overhead and
general administrative expenses but in no event shall include
Taxes, insurance, utilities, or janitorial costs or expenses;

(s) interest, principal, points and fees on debts or
amortization on any mortgage or mortgages or any other debt
instrument encumbering the Building or the property on which
the Building stands;

(t) except for making repairs or keeping permanent
systems in operation while repairs are being made, rentals and
other related expenses incurred in leasing air conditions
systems, elevators or other equipment ordinarily considered to
be a capital nature, except equipment not affixed to the
Building which is used in providing janitorial or similar
services;

(u) all items and services for which Tenant or any
other tenant in the Building reimburses Landlord (other than
through Tenant's percentage share or any other tenant(s)
percentage share of Operating Expenses), or which Landlord
provides selectively to one or more tenants (other than Tenant
without reimbursement;

(v) advertising and promotional expenditures;

(w) electric power costs for which any tenant
directly contracts with the local public service company;

(x) costs incurred in connection with upgrading the
Building or the equivalent is issued;

(y) tax penalties incurred as a result of Landlord's
negligence or inability or unwillingness to make payments when
due;

(z) costs for which Landlord has been compensated by
a management fee which exceeds the amount of such costs that
would have been charged to Landlord from a nonaffiliated
entity; and

(aa) costs arising from Landlord's charitable or
political contributions.

Subject to Landlord's right to reconcile pursuant to 2B(2) and (3),
Landlord agrees that Landlord will not collect or be entitled to collect
Operating Expenses or Taxes from all its tenants in the Project in an amount
which is in excess of one hundred percent (100%) of the Operating Expenses or
Taxes actually paid (including services actually rendered or provided by
Landlord and its officers, employees, agents and contractors) in connection with
the operation and ownership of the Project.

(3) Taxes. "Taxes" means any and all taxes, assessments and
charges of any kind, general or special, ordinary or extraordinary,
levied against the Project, which Landlord shall pay or become
obligated to pay in connection with the ownership, leasing, renting,

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management, use, occupancy, control or operation of the Project or of
the personal property, fixtures, machinery, equipment, systems and
apparatus used in connection therewith. Taxes shall include real estate
taxes, personal property taxes, sewer rents, water rents, special or
general assessments, transit taxes, ad valorem taxes, and any tax
levied on the rents hereunder or the interest of Landlord under this
Lease (the "Rent Tax"). Taxes shall also include all fees and other
costs and expenses paid by Landlord in reviewing any tax and in seeking
a refund or reduction of any Taxes, whether or not the Landlord is
ultimately successful. Landlord shall also make an equitable adjustment
to the calculation of Taxes for the Project, as appropriate, to reflect
the Project as fully assessed taking into account all of the Tenant
improvements in the Building.

For any year, the amount to be included in Taxes (a) taxes or
assessments payable in installments, shall be the amount of the
installments (with any interest) due and payable during such year, and
(b) all other Taxes, shall at Landlord's election be the amount
accrued, assessed, or otherwise imposed for such year or the amount due
and payable in such year. Any refund or other adjustment to any Taxes
by the taxing authority, shall apply during the year in which the
adjustment is made.

Taxes shall not include any net income (except Rent Tax),
capital, stock, succession, transfer, franchise, gift, estate or
inheritance tax, except to the extent that such tax shall be imposed in
lieu of any portion of Taxes. Taxes shall also not include any fines,
interest or penalties imposed on Landlord by a taxing authority solely
as a result of Landlord's negligence or misconduct, or unwillingness to
pay.

(4) Lease Year. "Lease Year" means each consecutive
twelve-month period beginning with the Phase 1 Commencement Date,
except that if the Commencement Date is not the first day of a calendar
month, then the first Lease Year shall be the period from the
Commencement Date through the final day of the twelve months after the
first day of the following month, and each subsequent Lease Year shall
be the twelve months following the prior Lease Year.

(5) Fiscal Year. "Fiscal Year" means the calendar year, except
that the first fiscal year and the last fiscal year of the Term may be
a partial calendar year.

D. COMPUTATION OF BASE RENT AND RENT ADJUSTMENTS.

(1) Prorations. If this Lease begins on a day other than the
first day of a month, the Operating Cost Share Rent and Tax Share Rent
shall be prorated for such partial month based on the actual number of
days in such month. If this Lease begins on a day other than the first
day, or ends on a day other than the last day, of the fiscal year,
Operating Cost Share Rent and Tax Share Rent shall be prorated for the
applicable fiscal year.

(2) Default Interest. Any sum due from Tenant to Landlord not
paid when due shall bear interest from the date due until paid at
twelve percent (12%) per annum.

(3) Rent Adjustments. The square footage of the Premises and
the Building set forth in the Schedule are conclusively deemed to be
the actual square footage thereof, without regard to any subsequent
remeasurement of the Premises or the Building. If any Operating Cost
paid in one fiscal year relates to more than one fiscal year, Landlord
may proportionately allocate such Operating Cost among the related
fiscal years.

(4) Books and Records. Landlord shall maintain books and
records reflecting the Operating Costs and Taxes in accordance with
sound accounting and management practices. Tenant and its certified
public accountant may inspect Landlord's records at Landlord's office
upon at least seventy-two (72) hours' prior written notice during
normal business hours

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during the one-hundred twenty (120) days following the respective
delivery of the Operating Cost Report or the Tax Report. The results of
any such inspection shall be kept strictly confidential, except as
required by law, by Tenant and its agents, and Tenant and its certified
public accountant must agree, in their contract for such services, to
such confidentiality restrictions and shall specifically agree that the
results shall not be made available to any other tenant of the
Building. Unless Tenant sends to Landlord any written exception to
either such report within said one-hundred twenty (120) day period,
such report shall be deemed final and accepted by Tenant. Tenant shall
pay the amount shown on both reports in the manner prescribed in this
Lease, whether or not Tenant takes any such written exception, without
any prejudice to such exception. If Tenant makes an exception, Landlord
shall cause an independent certified public accountant to issue a final
and conclusive resolution of Tenant's exception. Tenant shall pay the
cost of such certification unless Landlord's original determination of
annual Operating Costs or Taxes overstated the amounts thereof by more
than five percent (5%).

(5) Miscellaneous. So long as Tenant is in default of any
obligation under this Lease, Tenant shall not be entitled to any refund
of any amount from Landlord. If this Lease is terminated for any reason
prior to the annual determination of Operating Cost Share Rent or Tax
Share Rent, either party shall pay the full amount due to the other
within thirty (30) days after Landlord's notice to Tenant of the amount
when it is determined. Landlord may commingle any payments made with
respect to Operating Cost Share Rent or Tax Share Rent, without payment
of interest.

3. PREPARATION AND CONDITION OF PREMISES; POSSESSION AND SURRENDER OF
PREMISES.

A. CONDITION OF PREMISES. Except to the extent of the Tenant
Improvements for the Premises identified in Appendix C, if any, Landlord is
leasing the Premises to Tenant "as is", without any obligation to alter,
remodel, improve, repair or decorate any part of the Premises. Tenant
acknowledges that Landlord has no obligation to make any Tenant Improvements
to the Premises and that Tenant takes possession of the Premises in "AS IS"
condition on the Phase 1 and Phase 2 Commencement Date.

B. TENANT'S POSSESSION. Tenant's taking possession of any portion of
the Phase 1 Premises or Phase 2 Premises shall be conclusive evidence that
the entire Phase 1 or Phase 2 Premises, respectively, was in good order,
repair and condition except that Tenant shall have one (1) year after the
execution hereof to identify any latent defects to Landlord in writing. If
Landlord authorizes Tenant to take possession of any part of the Premises
prior to the Phase 1 Commencement Date for purposes of doing business, all
terms of this Lease shall apply to such pre-Term possession other than Base
Rent.

C. MAINTENANCE. Throughout the Term, Tenant shall maintain the
Premises in good condition, loss or damage caused by the elements, ordinary
wear and tear, and fire and other casualty excepted, and at the termination
of this Lease, or Tenant's right to possession, Tenant shall return the
Premises to Landlord in broom-clean condition. To the extent Tenant fails to
perform its obligations, Landlord may, but need not, restore the Premises to
such condition and Tenant shall pay the cost thereof. The cost of any repairs
made by Landlord on account of Tenant's default, or on the account of the
misuse or neglect by Tenant or its employees, agents, invitees or
Contractor's anywhere in the Project, shall become Additional Rent, payable
by Tenant immediately upon Landlord's demand.

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4. PROJECT SERVICES.

So long as Tenant is not in default under this Lease, Landlord shall
furnish services as follows:

A. HEATING AND AIR CONDITIONING. During the normal business hours of
7:00 a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 12:00 noon on
Saturday, Landlord shall furnish heating and air conditioning to provide a
comfortable temperature, in Landlord's judgment, for normal business operations,
except to the extent Tenant installs additional equipment which adversely
affects the temperature maintained by the air conditioning system. Landlord
acknowledges that Tenant is in the business of providing software development
and services and therefore stipulates that normal business operations include
the use of computer hardware and devices necessary for its business. If Tenant
installs such additional equipment not necessary for its normal business
operations, Landlord may install supplementary air conditioning units in the
Premises, and Tenant shall pay to Landlord upon demand as Additional Rent the
cost of installation, operation and maintenance thereof. Landlord shall furnish
heating and air conditioning after business hours if Tenant provides Landlord
reasonable prior written notice, and pays Landlord all charges for such
additional heating or air conditioning, to be billed at $25.00 per hour.

B. ELEVATORS. Landlord shall provide passenger elevator service during
normal business hours to Tenant in common with Landlord and all other tenants.
Landlord shall provide limited passenger service at other times, except in case
of an emergency.

C. ELECTRICITY. Landlord shall provide sufficient electricity to
operate office lighting and equipment consistent with the requirements of Tenant
as a software developer. Tenant shall not install or operate in the Premises any
electrically operated equipment or other machinery, other than business machines
and equipment normally employed for such use without obtaining the prior written
consent of Landlord. If any or all of Tenant's equipment requires electricity
consumption in excess of that which is reasonably necessary to operate such
office equipment, such consumption (including consumption for computer or
telephone rooms and special HVAC equipment) may be submetered by Landlord at
Tenant's expense, and Tenant shall reimburse Landlord as Additional Rent for the
cost of its submetered consumption based upon Landlord's average cost of
electricity. Such Additional Rent shall be in addition to Tenant's obligations
pursuant to Section 2A(2) to pay its Proportionate Share of Operating Costs.

D. WATER. Landlord shall furnish hot and cold tap water for drinking
and toilet purposes. Tenant shall pay Landlord for water furnished for any other
purpose as Additional Rent at rates fixed by Landlord. Tenant shall not permit
water to be wasted.

E. JANITORIAL SERVICE. Landlord shall furnish janitorial service in the
manner described in Appendix J attached hereto.

F. INTERRUPTION OF SERVICES. If any of the Building equipment or
machinery ceases to function properly for any cause Landlord shall use
reasonable diligence to repair the same promptly. Landlord's inability to
furnish, to any extent, the Project services set forth in this Section 4, or any
cessation thereof resulting from any causes, including any entry for repairs
pursuant to this Lease, and any renovation, redecoration or rehabilitation of
any area of the Building shall not render Landlord liable for damages to either
person or property or for interruption or loss to Tenant's business, nor be
construed as an eviction of Tenant, nor work an abatement of any portion of
Rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof
except to the extent service is interrupted solely as a result of Landlord's
negligence or malfeasance.

G. PARKING. Landlord shall provide Tenant, within the Project, with
four (4) parking stalls per one thousand (1000) square feet of RSF which will be
nonexclusive, uncovered and on a

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first-come, first-serve basis. Landlord further grants to Tenant exclusive right
to use the parking stalls shown on attached EXHIBIT L. Tenant acknowledges and
agrees that its parking rights are subject to the rights of an existing Tenant,
University of Phoenix, that has the right to use up to 220 of the 580 parking
stalls available in the Project from 5:30 p.m. until 11:00 p.m. Monday through
Friday.

H. ACCESS. Subject to appropriate security measures, including card
keys or other verification systems that may be installed from time to time in
the Project, Tenant and its employees will have access to the Building and the
parking facilities 24-hours per day, seven (7) days per week, excepting
therefrom such times when the Building and parking facilities need to be closed
for repair, maintenance, safety or for causes beyond the reasonable control of
Landlord.

I. FIBER OPTICS. Fiber optic capacity is presently located in the
right-of-way of Tanasbourne Drive directly adjacent to the Project's parking
facility. Landlord has existing conduit running from Tanasbourne Drive to the
Building. Tenant, at its cost and expense, shall have the right to retain a
fiber optic company to pull fiber optic cable through such conduit to the
Building. Tenant shall be responsible for any damage caused to the conduit or to
the Building by exercising its rights under this Section 4.I.

5. ALTERATIONS AND REPAIRS.

A. LANDLORD'S CONSENT AND CONDITIONS. Tenant shall not make any
improvements or alterations to the Premises (the "Work") without in each
instance submitting in advance plans and specifications for the Work to
Landlord, and without obtaining Landlord's prior written consent which shall not
be unreasonably withheld or delayed, except that Landlord's consent shall not be
required for interior, nonstructural alterations that do not exceed Ten Thousand
Dollars ($10,000) in cost per project so long as such Work (a) does not impact
the base structural components or systems of the Building, (b) will not impact
any other tenant's premises, and (c) is not visible from outside the Premises.
Notwithstanding the foregoing, Landlord may withhold its consent in its sole
discretion for any Work which (a) impacts the base structural components or the
Building systems, (b) impacts any other tenant's premises, or (c) is visible
from outside the Premises. All improvements or alterations greater than Ten
Thousand Dollars ($10,000) shall be performed by Landlord's contractor or other
contractor approved in writing by Landlord prior to commencing such
construction.

Tenant shall promptly reimburse Landlord for actual costs incurred for
review of the plans and all other items submitted by Tenant. Tenant shall pay
for the cost of all Work as and when such payment is first due. All Work shall
become the property of Landlord upon its installation, except for Tenant's trade
fixtures and for items which Landlord requires Tenant to remove at Tenant's cost
at the termination of the Lease pursuant to Section 5E.

The following requirements shall apply to all Work:

(1) Prior to commencement, Tenant shall furnish to
Landlord building permits, certificates of insurance satisfactory to
Landlord, and, at Landlord's request, security for payment of all
costs.

(2) Tenant shall schedule and perform all Work so as
to maintain peace and harmony among other contractors serving the
Project and shall avoid interference with other work to be performed or
services to be rendered in the Project.

(3) The Work shall be performed in a good and
workmanlike manner, meeting the standard for construction and quality
of materials in the Building, and shall comply with all insurance
requirements and all applicable governmental laws, ordinances and
regulations ("Governmental Requirements").

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(4) Tenant shall perform all Work so as to minimize
or prevent disruption to other tenants, and Tenant shall comply with
all reasonable requests of Landlord in response to complaints from
other tenants.

(5) Tenant shall perform all Work in compliance with
Landlord's "Policies, Rules and Procedures for Construction Projects"
in effect at the time the Work is performed.

(6) Tenant shall permit Landlord to supervise all
Work.

(7) Landlord shall specify whether Tenant shall be
required to remove the Work pursuant to subparagraph (E) herein upon
Termination of the Lease.

(8) Upon completion, Tenant shall furnish Landlord
with contractor's affidavits and full and final statutory waivers of
liens, as-built plans and specifications, and receipted bills covering
all labor and materials, and all other close-out documentation required
in Landlord's "Policies, Rules and Procedures for Construction
Projects" which Tenant acknowledges has been delivered to Tenant with
this Lease.

B. DAMAGE TO SYSTEMS. If any part of the mechanical, electrical or
other systems in the Premises are damaged, Tenant shall promptly notify
Landlord, and Landlord shall repair such damage. Landlord may also at any
reasonable time make any repairs or alterations which Landlord deems necessary
for the safety or protection of the Project, or which Landlord is required to
make by any court or pursuant to any Governmental Requirement. Tenant shall at
its expense make all other repairs necessary to keep the Premises, and Tenant's
fixtures and personal property, in good order, condition and repair; to the
extent Tenant fails to do so, Landlord may make such repairs itself. The cost of
any repairs made by Landlord on account of Tenant's default, or on account of
the misuse or neglect by Tenant or its invitees, contractors or agents anywhere
in the Project, shall become Additional Rent payable by Tenant on demand.

C. NO LIENS. Tenant has no authority to cause or permit any lien or
encumbrance of any kind to affect Landlord's interest in the Project; any such
lien or encumbrance shall attach to Tenant's interest only. If any mechanic's
lien is filed or claim of lien made for work or materials furnished to Tenant,
then Tenant shall at its expense within ten (10) days thereafter either
discharge or contest the lien or claim. If Tenant contests the lien or claim,
then Tenant shall (i) within such ten (10) day period, provide Landlord adequate
security for the lien or claim, (ii) promptly contest the lien or claim in good
faith by appropriate proceedings that operate to stay its enforcement, and (iii)
pay promptly any final adverse judgment entered in any such proceeding. If
Tenant does not comply with these requirements, Landlord may discharge the lien
or claim, and the amount paid, as well as attorney's fees and other expenses
incurred by Landlord, shall become Additional Rent payable by Tenant on demand.

D. OWNERSHIP OF IMPROVEMENTS. All Work as defined in this Section 5,
all partitions, hardware, equipment, machinery, and all other improvements and
fixtures except trade fixtures constructed in the Premises by either Landlord or
Tenant and items which Landlord requires Tenant to remove at Tenant's cost
(collectively, "Additions"), shall become Landlord's property upon installation
without compensation to Tenant, unless Landlord consents otherwise in writing
prior to installation. At Landlord's option, all Additions will either be (a)
surrendered to Landlord with the Premises at the termination of the Lease or of
Tenant's right to possession, or (b) removed in accordance with Subsection 5E
below (unless Landlord at the time it gives its consent to the performance of
such construction expressly waives in writing the right to require such
removal).

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E. REMOVAL AT TERMINATION. Upon the termination of this Lease or
Tenant's right of possession, Tenant shall remove from the Project its trade
fixtures, furniture, moveable equipment and other personal property, any
Additions which Landlord elects shall be removed by Tenant pursuant to Section
5D, and any Additions to any portion of the Project other than the Premises.
Tenant shall promptly repair all damage caused by the installation or removal of
any of the foregoing items. If Tenant does not timely remove such property, then
Tenant shall be conclusively presumed to have, at Landlord's election (i)
conveyed such property to Landlord without compensation or (ii) abandoned such
property, and Landlord may dispose of or store any part thereof in any manner at
Tenant's sole cost, without waiving Landlord's right to claim from Tenant all
expenses arising out of Tenant's failure to remove the property, and without
liability to Tenant or any other person. Landlord shall not be a bailee of any
such personal property. If Landlord elects abandonment, Tenant shall pay to
Landlord, upon demand, any expenses incurred for disposition.

6. USE OF PREMISES.

Tenant shall use the Premises only for general office purposes. Tenant
shall not allow any use of the Premises which will negatively affect the cost of
coverage of Landlord's insurance on the Project. Tenant shall not allow any
inflammable or explosive liquids or materials to be kept on the Premises. Tenant
shall not allow any use of the Premises which would cause the value or utility
of any part of the Premises to diminish or would interfere with any other tenant
or with the operation of the Project by Landlord. Tenant shall not permit any
nuisance or waste upon the Premises, or allow any offensive noise or odor in or
around the Premises.

If any governmental authority deems the Premises to be a "place of
public accommodation" under the Americans with Disabilities Act or any other
comparable law as a result of Tenant's use, then Tenant shall either modify its
use and cause such authority to rescind its designation or be responsible for
any alterations, structural or otherwise, required to be made to the Building or
the Premises under such laws. Landlord represents to Tenant that, to Landlord's
commercially reasonable knowledge, on the Phase 1 Commencement Date the Project
will comply with applicable building codes, including the Americans with
Disabilities Act.

7. GOVERNMENTAL REQUIREMENTS AND BUILDING RULES.

Tenant shall comply with all Governmental Requirements applying to its
use of the Premises. Tenant shall also comply with all reasonable rules
established for the Project from time to time by Landlord. The current rules and
regulations are contained in Appendix B. Failure by another tenant to comply
with the rules or failure by Landlord to enforce them shall not relieve Tenant
of its obligation to comply with the rules or make Landlord responsible to
Tenant in any way. Landlord shall use reasonable efforts to apply the rules and
regulations uniformly with respect to Tenant and tenants in the Building under
leases containing rules and regulations similar to this Lease. In the event of
alterations and repairs performed by Tenant, Tenant shall comply with the
provisions of Section 5 of this Lease and also Landlord's "Policies, Rules and
Regulations for Construction Projects".

8. WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE.

A. INDEMNIFICATION. Tenant shall indemnify, defend and hold harmless
Landlord and its officers, directors, employees and agents against any claim by
any third party for injury to any person or damage to or loss of any property
occurring in the Project and arising from the use of the Premises or from any
other act or omission or negligence of Tenant or any of Tenant's employees or
agents. Tenant's obligations under this section shall survive the termination of
this Lease.

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Landlord shall indemnify, defend and hold harmless Tenant and its
officers, directors, employees and agents against any claim by any third party
for damage to person or Premises or from any other act or omission or negligence
of Landlord or any of Landlord's employees or agents. Landlord's obligations
under this section shall survive the termination of this Lease.

LANDLORD AND TENANT AGREE THAT IN ANY CLAIMS FOR PERSONAL INJURY
(INCLUDING ALL CONSEQUENTIAL, GENERAL, PUNITIVE AND SPECIAL DAMAGES) BROUGHT
AGAINST EITHER OR BOTH OF THEM (WHETHER JOINTLY OR SEVERALLY) BY ANY CLAIMANT,
NEITHER LANDLORD NOR TENANT WILL ASSERT ANY DEFENSE BASED ON ANY LIMITATION OF
(OR EXCEPTION FROM) LIABILITY BASED ON ANY WORKER'S COMPENSATION LAW, IF THE
RESULT OF SUCH DEFENSE WOULD BE TO INCREASE THE LIABILITY OF THE OTHER PARTY TO
THE CLAIMANT, OR TO INCREASE THE AMOUNT OF DAMAGES THAT THE OTHER PARTY WOULD
HAVE TO PAY OR WOULD LIMIT THE OTHER PARTY'S RIGHT TO SEEK CONTRIBUTION OR
INDEMNIFICATION. THIS PROVISION IS FOR THE SOLE BENEFIT OF LANDLORD AND TENANT;
IT IS NOT FOR THE BENEFIT OF ANY CLAIMANT. THIS WAIVER HAS BEEN SPECIFICALLY
NEGOTIATED BY THE PARTIES AND EACH PARTY HAS CONSULTED WITH INDEPENDENT COUNSEL
REGARDING THIS WAIVER.

B. TENANT'S INSURANCE. Tenant shall maintain insurance as follows, with
such other terms, coverages and insurers, as Landlord shall reasonably require
from time to time:

(1) Commercial General Liability Insurance, with (a)
Contractual Liability including the indemnification provisions
contained in this Lease, (b) a severability of interest endorsement,
(c) limits of not less than One Million Dollars ($1,000,000) combined
single limit per occurrence and not less than Two Million Dollars
($2,000,000) in the aggregate for bodily injury, sickness or death, and
property damage, and umbrella coverage of not less than Four Million
Dollars ($4,000,000).

(2) Property Insurance against "All Risks" of physical loss
covering the replacement cost of all improvements, fixtures and
personal property. Tenant waives all rights of subrogation, and
Tenant's property insurance shall include a waiver of subrogation in
favor of Landlord.

(3) Workers' compensation or similar insurance in form and
amounts required by law, and Employer's Liability with not less than
the following limits:

Each Accident $500,000
Disease--Policy Limit $500,000
Disease--Each Employee $500,000

Such insurance shall contain a waiver of subrogation provision
in favor of Landlord and its agents.

Tenant's insurance shall be primary and not contributory to that
carried by Landlord, its agents, or mortgagee. Landlord, and Landlord's building
manager or agent and ground lessor, if any, shall be named as additional
insureds in insurance policies required of the Tenant in Section 8B(1). The
company or companies writing any insurance which Tenant is required to maintain
under this Lease, as well as the form of such insurance, shall at all times be
subject to Landlord's approval, and any such company shall be licensed to do
business in the state in which the Building is located. Such insurance companies
shall have a A.M. Best rating of A:VI or better.

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Tenant shall cause any contractor of Tenant performing work on the
Premises to maintain insurance as follows, with such other terms, coverages and
insurers, as Landlord shall reasonably require from time to time:

(1) Commercial General Liability Insurance, including
contractor's liability coverage, contractual liability coverage,
completed operations coverage, broad form property damage endorsement,
and contractor's protective liability coverage, to afford protection
with limits, for each occurrence, of not less than One Million Dollars
($1,000,000) with respect to personal injury, death or property damage.

(2) Workers' compensation or similar insurance in form and
amounts required by law, and Employer's Liability with not less than
the following limits:

Each Accident $500,000
Disease--Policy Limit $500,000
Disease--Each Employee $500,000

Such insurance shall contain a waiver of subrogation provision
in favor of Landlord and its agents. Tenant's contractor's insurance
shall be primary and not contributory to that carried by Tenant,
Landlord, their agents or mortgagees. Tenant and Landlord, and if any,
Landlord's building manager or agent, mortgagee or ground lessor shall
be named as additional insured on Tenant's contractor's insurance
policies.

C. INSURANCE CERTIFICATES. Tenant shall deliver to Landlord
certificates evidencing all required insurance no later than five (5) days prior
to the Commencement Date and each renewal date. Each certificate will provide
for thirty (30) days prior written notice of cancellation to Landlord and
Tenant.

D. LANDLORD'S INSURANCE. Landlord shall maintain "All-Risk" property
insurance at replacement cost, including loss of rents, on the Building, and
Commercial General Liability insurance policies covering the common areas of the
Building, each with such terms, coverages and conditions as are normally carried
by reasonably prudent owners of properties similar to the Project.

E. WAIVER OF SUBROGATION. Landlord and Tenant each waive all claims
against the other for property damage to the extent that the claims are or would
be covered by the "All-Risk" coverage against property damage that this Lease
requires the party suffering the loss to carry. The parties agree that each
party bears and will insure against the risk of loss or damage to its own
property caused by the negligence of the other party. The respective "All-Risk"
coverage property insurance policies carried by Landlord and Tenant shall each
contain enforceable waiver of subrogation endorsements.

9. FIRE AND OTHER CASUALTY.

A. TERMINATION. If a fire or other casualty causes substantial damage
to the Building or the Premises, Landlord shall engage a registered architect to
certify within one (1) month of the casualty to both Landlord and Tenant the
amount of time needed to restore the Building and the Premises to tenantability,
using standard working methods. If the time needed exceeds twelve (12) months
from the beginning of the restoration, or two (2) months therefrom if the
restoration would begin during the last twelve (12) months of the Lease, then in
the case of the Premises, either Landlord or Tenant may terminate this Lease,
and in the case of the Building, Landlord may terminate this Lease, by notice to
the other party within ten (10) days after the notifying party's receipt of the
architect's certificate. The termination shall be effective thirty (30) days
from the date of the notice and Rent shall be paid by Tenant to that date, with
an abatement for any portion of the Premises which has been untenantable after
the casualty.

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B. RESTORATION. If a casualty causes damage to the Building or the
Premises but this Lease is not terminated for any reason, then subject to the
rights of any mortgagees or ground lessors, Landlord shall obtain the applicable
insurance proceeds and diligently restore the Building and the Premises subject
to current Governmental Requirements. Tenant shall replace its damaged
improvements, personal property and fixtures. Rent shall be abated on a per diem
basis during the restoration for any portion of the Premises which is
untenantable, except to the extent that Tenant's negligence caused the casualty.

10. EMINENT DOMAIN.

As used herein, "Date of Taking" means the date the party seeking to
exercise its right of eminent domain has the right to possession of the property
being taken. If a part of the Building is taken by eminent domain or deed in
lieu thereof which is so substantial that the Premises cannot reasonably be used
by Tenant for the operation of its business, then either party may terminate
this Lease effective as of the date of the taking. If any substantial portion of
the Project is taken without affecting the Premises, then Landlord may terminate
this Lease as of the date of such taking. Rent shall abate from the date of the
taking in proportion to any part of the Premises taken. The entire award for a
taking of any kind shall be paid to Landlord, and Tenant shall have no right to
share in the award. All obligations accrued to the date of the taking shall be
performed by the party liable to perform said obligations, as set forth herein.
Tenant may pursue a separate award for its trade fixtures and moving expenses in
connection with the taking, but only if such recovery does not reduce the award
payable to Landlord.

11. RIGHTS RESERVED TO LANDLORD.

Landlord may exercise at any time any of the following rights in
operating of the Project without liability to the Tenant of any kind:

A. NAME. Subject to the provisions of Appendix J attached hereto, to
change the name or street address of the Building or the suite number(s) of the
Premises.

B. SIGNS. To install and maintain any signs on the exterior and in the
interior of the Building, and to approve at its sole discretion, prior to
installation, any of Tenant's signs in the Premises visible from the common
areas or the exterior of the Building. Landlord shall allow Tenant to install
interior and exterior signage for the Building in form and location acceptable
to Landlord in its sole discretion and subject to all applicable governmental
regulations (including, without limitation, the regulations of the City of
Hillsboro, the Oregon Department of Transportation and Tanasbourne Corporate
Center Protective Covenants) and any conditions, covenants and restrictions
affecting the Project. The cost of exterior signage (including installation)
shall be at Tenant's sole expense with final location of each sign to be
mutually agreed upon by Landlord and Tenant.

C. WINDOW TREATMENTS. To approve, at its discretion, prior to
installation, any shades, blinds, ventilators or window treatments of any kind,
as well as any lighting within the Premises that may be visible from the
exterior of the Building or any interior common area.

D. KEYS. To retain and use at any time passkeys to enter the Premises
or any door within the Premises. Tenant shall not alter or add any lock or bolt.

E. ACCESS. To have access to inspect the Premises, and to perform its
obligations, or make repairs, alterations, additions or improvements, as
permitted by this Lease.

F. PREPARATION FOR REOCCUPANCY. To decorate, remodel, repair, alter or
otherwise prepare the Premises for reoccupancy at any time after Tenant abandons
the Premises, without relieving Tenant of any obligation to pay Rent.

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G. HEAVY ARTICLES. To approve the weight, size, placement and time and
manner of movement within the Building of any safe, central filing system or
other heavy article of Tenant's property. Tenant shall move its property
entirely at its own risk.

H. SHOW PREMISES. To show the Premises to prospective purchasers,
tenants, brokers, lenders, investors, rating agencies or others at any
reasonable time, provided that Landlord gives prior notice to Tenant and does
not materially interfere with Tenant's use of the Premises.

I. INTENTIONALLY DELETED.

J. USE OF LOCKBOX. To designate a lockbox collection agent for
collections of amounts due Landlord. In that case, the date of payment of Rent
or other sums shall be the date of the agent's receipt of such payment or the
date of actual collection if payment is made in the form of a negotiable
instrument thereafter dishonored upon presentment. However, Landlord may reject
any payment for all purposes as of the date of receipt or actual collection by
mailing to Tenant within twenty-one (21) days after such receipt or collection a
check equal to the amount sent by Tenant.

K. REPAIRS AND ALTERATIONS. To make repairs or alterations to the
Project and in doing so transport any required material through the Premises, to
close entrances, doors, corridors, elevators and other facilities in the
Project, to open any ceiling in the Premises, or to temporarily suspend services
or use of common areas in the Building. Landlord may perform any such repairs or
alterations during ordinary business hours, except that Tenant may require any
Work in the Premises to be done after business hours if Tenant pays Landlord for
overtime and any other expenses incurred. Landlord may do or permit any work on
any nearby building, land, street, alley or way.

L. BUILDING SERVICES. To install, use and maintain through the
Premises, pipes, conduits, wires and ducts serving the Building, provided that
such installation, use and maintenance does not unreasonably interfere with
Tenant's use of the Premises.

M. OTHER ACTIONS. To take any other action which Landlord deems
reasonable in connection with the operation, maintenance or preservation of the
Building.

12. TENANT'S DEFAULT.

Any of the following shall constitute a default by Tenant:

A. RENT DEFAULT. Tenant fails to pay any Rent when due, and in the case
of only the first such failure during the Term of this Lease, this failure
continues for ten (10) days after written notice from Landlord.

B. CERTAIN PERFORMANCE DEFAULT. If Tenant, whether by action or
inaction, defaults in its obligations under Section 8 (Insurance), Section 17
(Assignment and Sublease), or Section 28 (Hazardous Substances);

C. OTHER PERFORMANCE DEFAULT. Tenant fails to perform any other
material obligation, individually or in the aggregate, to Landlord under this
Lease, and, in the case of only the first two (2) such material failures during
the Term of this Lease, this failure continues for ten (10) days after written
notice from Landlord, except that if Tenant begins to cure its failure within
the ten (10) day period but cannot reasonably complete its cure within such
period, then, so long as Tenant continues to diligently attempt to cure its
failure, the ten (10) day period shall be extended to sixty (60) days, or such
lesser period as is reasonably necessary to complete the cure;

D. CREDIT DEFAULT. One of the following credit defaults occurs:

(1) Tenant commences any proceeding under any law relating to
bankruptcy, insolvency, reorganization or relief of debts, or seeks
appointment of a receiver, trustee, custodian or other similar official
for the Tenant or for any substantial part of its property, or

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any such proceeding is commenced against Tenant and either remains
undismissed for a period of thirty days or results in the entry of an
order for relief against Tenant which is not fully stayed within seven
days after entry;

(2) Tenant becomes insolvent or bankrupt, does not generally
pay its debts as they become due, or admits in writing its inability to
pay its debts, or makes a general assignment for the benefit of
creditors;

(3) Any third party obtains a levy or attachment under process
of law against Tenant's leasehold interest.

E. VACATION OR ABANDONMENT DEFAULT. Tenant vacates or abandons the
Premises.

13. LANDLORD REMEDIES.

A. TERMINATION OF LEASE OR POSSESSION. If Tenant defaults, Landlord may
elect by notice to Tenant either to terminate this Lease or to terminate
Tenant's possession of all or any portion of the Premises without terminating
this Lease. In either case, Tenant shall immediately vacate the Premises and
deliver possession to Landlord, and Landlord may repossess the Premises and may,
at Tenant's sole cost, remove any of Tenant's signs and any of its other
property, without relinquishing its right to receive Rent or any other right
against Tenant.

B. LEASE TERMINATION DAMAGES. If Landlord terminates the Lease, Tenant
shall pay to Landlord all Rent due on or before the date of termination, plus
Landlord's reasonable estimate of the aggregate Rent that would have been
payable from the date of termination through the Termination Date, reduced by
the rental value of the Premises calculated as of the date of termination for
the same period, taking into account anticipated vacancy prior to reletting,
reletting expenses and market concessions, both discounted to present value at
the rate of five percent (5%) per annum. If Landlord shall relet any part of the
Premises for any part of such period before such present value amount shall have
been paid by Tenant or finally determined by a court, then the amount of Rent
payable pursuant to such reletting (taking into account vacancy prior to
reletting and any reletting expenses or concessions) shall be deemed to be the
reasonable rental value for that portion of the Premises relet during the period
of the reletting.

C. POSSESSION TERMINATION DAMAGES. If Landlord terminates Tenant's
right to possession without terminating the Lease and Landlord takes possession
of the Premises itself, Landlord may relet any part of the Premises for such
Rent, for such time, and upon such terms as Landlord in its sole discretion
shall determine, without any obligation to do so prior to renting other vacant
areas in the Building. Any proceeds from reletting the Premises shall first be
applied to the expenses of reletting, including redecoration, repair,
alteration, advertising, brokerage, legal, and other reasonably necessary
expenses. If the reletting proceeds after payment of expenses are insufficient
to pay the full amount of Rent under this Lease, Tenant shall pay such
deficiency to Landlord monthly upon demand as it becomes due. Any excess
proceeds shall be retained by Landlord.

D. LANDLORD'S REMEDIES CUMULATIVE. All of Landlord's remedies under
this Lease shall be in addition to all other remedies Landlord may have at law
or in equity. Waiver by Landlord of any breach of any obligation by Tenant shall
be effective only if it is in writing, and shall not be deemed a waiver of any
other breach, or any subsequent breach of the same obligation. Landlord's
acceptance of payment by Tenant shall not constitute a waiver of any breach by
Tenant, and if the acceptance occurs after Landlord's notice to Tenant, or
termination of the Lease or of Tenant's right to possession, the acceptance
shall not affect such notice or termination. Acceptance of payment by Landlord
after commencement of a legal proceeding or final judgment shall not affect such
proceeding or judgment. Landlord may advance such monies and take such other
actions for

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Tenant's account as reasonably may be required to cure or mitigate any default
by Tenant. Tenant shall immediately reimburse Landlord for any such advance, and
such sums shall bear interest at the default interest rate until paid.

E. WAIVER OF TRIAL BY JURY. EACH PARTY WAIVES TRIAL BY JURY IN THE
EVENT OF ANY LEGAL PROCEEDING BROUGHT BY THE OTHER IN CONNECTION WITH THIS
LEASE. EACH PARTY SHALL BRING ANY ACTION AGAINST THE OTHER IN CONNECTION WITH
THIS LEASE IN A FEDERAL OR STATE COURT LOCATED IN OREGON, CONSENTS TO THE
JURISDICTION OF SUCH COURTS, AND WAIVES ANY RIGHT TO HAVE ANY PROCEEDING
TRANSFERRED FROM SUCH COURTS ON THE GROUND OF IMPROPER VENUE OR INCONVENIENT
FORUM.

F. LITIGATION COSTS. In the event of the bringing of any action,
including any appeal therefrom, by either party hereto as against the other
hereon or hereunder or by reason of the breach of any covenant or condition on
the part of the other party or arising out of this Lease, then and in that event
the party in whose favor final judgment shall be entered shall be entitled to
have and recover of and from the other reasonable attorneys' fees and costs
which shall be fixed by the Court.

Should Landlord become a party defendant to any litigation concerning
this Lease or any part of the Leased Premises by reason of any act or omission
of Tenant, its agents, employees or contractors and not because of any act or
omission of the Landlord, its agents, employees or contractors, then Tenant
shall indemnify, protect, defend and hold Landlord harmless from all claims,
demands, liability, or loss by reason thereof and shall pay to Landlord all
reasonable attorneys' fees and costs incurred by Landlord in such litigation.

In addition, Tenant shall reimburse Landlord for any attorneys' fees or
costs reasonably incurred by Landlord, whether or not suit be instituted, with
respect to any failure by Tenant to perform any of its duties or obligations
under the terms of this Lease.

14. SURRENDER.

Upon termination of this Lease or Tenant's right to possession, Tenant
shall return the Premises to Landlord in good order and condition, ordinary wear
and tear excepted. If Landlord requires Tenant to remove any alterations, then
Tenant shall remove the alterations in a good and workmanlike manner and restore
the Premises to its condition prior to their installation. Tenant will not be
required to modify or reconfigure the Premises from its configuration on the
Commencement Date.

15. HOLDOVER.

Tenant shall have no right to holdover possession of the Premises after
the expiration or termination of this Lease without Landlord's prior written
consent, which consent may be withheld in Landlord's sole and absolute
discretion. If Tenant retains possession of any part of the Premises after the
Term, Tenant shall become a month-to-month tenant for the entire Premises upon
all of the terms of this Lease as might be applicable to such month-to-month
tenancy, except that Tenant shall pay all of Base Rent, Operating Cost Share
Rent and Tax Share Rent at one-hundred fifty percent (150%) of the rate in
effect immediately prior to such holdover, computed on a monthly basis for each
full or partial month Tenant remains in possession. Tenant shall also
immediately pay Landlord all of Landlord's direct and consequential damages. No
acceptance of Rent or other payments by Landlord under these holdover provisions
shall operate as a waiver of Landlord's right to regain possession or any other
of Landlord's remedies. Notwithstanding the foregoing, Tenant shall have the
right to holdover possession of the Premises for a period of thirty (30) days at
the one-hundred and fifty percent (150%) of the rate in effect immediately prior
to such holdover, computed on a monthly basis

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for such full or partial month Tenant remains in possession and upon all the
terms of this Lease as might be applicable to such one-month holdover.

16. SUBORDINATION TO GROUND LEASES AND MORTGAGES.

A. SUBORDINATION. This Lease shall be subordinate to any present or
future ground lease or mortgage affecting the Project, and any amendments to
such ground lease or mortgage, at the election of the ground lessor or mortgagee
as the case may be, effected by notice to Tenant in the manner provided in this
Lease. The subordination shall be effective upon such notice, but at the request
of Landlord or ground lessor or mortgagee, Tenant shall within ten (10) days of
the request, execute and deliver to the requesting party any reasonable
documents provided to evidence the subordination subject to such ground lessor
or mortgagee agreeing not to disturb Tenant's tenancy and to otherwise fulfill
and honor such other obligations owed to Tenant as herein provided, so long as
Tenant is not in default under this Lease. Any mortgagee has the right, at its
option, to subordinate its mortgage to the terms of this Lease, without notice
to, nor the consent of, Tenant.

B. TERMINATION OF GROUND LEASE OR FORECLOSURE OF MORTGAGE. If any
ground lease is terminated or mortgage foreclosed or deed in lieu of foreclosure
given and the ground lessor, mortgagee, or purchaser at a foreclosure sale shall
thereby become the owner of the Project, Tenant shall attorn to such ground
lessor or mortgagee or purchaser without any deduction or setoff by Tenant, and
this Lease shall continue in effect as a direct lease between Tenant and such
ground lessor, mortgagee or purchaser. The ground lessor or mortgagee or
purchaser shall be liable as Landlord only during the time such ground lessor or
mortgagee or purchaser is the owner of the Project. At the request of Landlord,
ground lessor or mortgagee, Tenant shall execute and deliver within ten (10)
days of the request any document furnished by the requesting party to evidence
Tenant's agreement to attorn.

C. SECURITY DEPOSIT. Any ground lessor or mortgagee shall be
responsible for the return of any security deposit by Tenant only to the extent
the security deposit is received by such ground lessor or mortgagee.

D. NOTICE AND RIGHT TO CURE. The Project is subject to any ground lease
and mortgage identified with name and address of ground lessor or mortgagee in
Appendix D to this Lease (as the same may be amended from time to time by
written notice to Tenant). Tenant will send by registered or certified mail to
any ground lessor or mortgagee identified either in such Appendix or in any
later notice from Landlord to Tenant a copy of any notice of default sent by
Tenant to Landlord. If Landlord fails to cure such default within the required
time period under this Lease, but ground lessor or mortgagee begins to cure
within ten (10) days after such period and proceeds diligently to complete such
cure, then ground lessor or mortgagee shall have such additional time as is
necessary to complete such cure, including any time necessary to obtain
possession if possession is necessary to cure, and Tenant shall not begin to
enforce its remedies so long as the cure is being diligently pursued.

E. DEFINITIONS. As used in this Section 16, "mortgage" shall include
"deed of trust" and/or "trust deed" and "mortgagee" shall include "beneficiary"
and/or "trustee", "mortgagee" shall include the mortgagee of any ground lessee,
and "ground lessor", "mortgagee", and "purchaser at a foreclosure sale" shall
include, in each case, all of its successors and assigns, however remote.

17. ASSIGNMENT AND SUBLEASE.

A. IN GENERAL. Tenant shall not, without the prior consent of Landlord
in each case, (i) make or allow any assignment or transfer, by operation of law
or otherwise, of any part of Tenant's interest in this Lease, (ii) grant or
allow any lien or encumbrance, by operation of law or otherwise, upon any part
of Tenant's interest in this Lease, (iii) sublet all or any part of the
Premises, or (iv)

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permit anyone other than Tenant, its employees, and subcontractors to occupy any
part of the Premises. Tenant shall remain primarily liable for all of its
obligations under this Lease, notwithstanding any assignment, sublease or
transfer. No consent granted by Landlord shall be deemed to be a consent to any
subsequent assignment or transfer, lien or encumbrance, sublease or occupancy.
Tenant shall pay all of Landlord's reasonable attorneys' fees and other
reasonable expenses incurred in connection with any consent requested by Tenant
or in reviewing any proposed assignment or subletting. Any assignment or
transfer, grant of lien or encumbrance, or sublease or occupancy without
Landlord's prior written consent shall be void.

B. LANDLORD'S CONSENT. Landlord will not unreasonably withhold its
consent to any proposed assignment or subletting. It shall be reasonable for
Landlord to withhold its consent to any assignment or sublease if (i) Tenant is
in default under this Lease, (ii) the financial responsibility, nature of
business, and character of the proposed assignee or subtenant are not all
reasonably satisfactory to Landlord, (iii) in the reasonable judgment of
Landlord the purpose for which the assignee or subtenant intends to use the
Premises (or a portion thereof) is not in keeping with Landlord's standards for
the Building or are in violation of the terms of this Lease or any other leases
in the Project, (iv) the proposed assignee or subtenant is a government entity,
or (v) the proposed assignment is for less than the entire Premises or for less
than the remaining Term of the Lease. The foregoing shall not exclude any other
reasonable basis for Landlord to withhold its consent.

C. PROCEDURE. Tenant shall notify Landlord in writing of any proposed
assignment or sublease at least fifteen (15) days prior to its proposed
effective date. The notice shall include the name and address of the proposed
assignee or subtenant, its corporate affiliates in the case of a corporation and
its partners in a case of a partnership, an execution copy of the proposed
assignment or sublease, and sufficient information to permit Landlord to
determine the financial responsibility and character of the proposed assignee or
subtenant. As a condition to any effective assignment of this Lease, the
assignee shall execute and deliver in form satisfactory to Landlord at least
fifteen (15) days prior to the effective date of the assignment, an assumption
of all of the obligations of Tenant under this Lease. As a condition to any
effective sublease, subtenant shall execute and deliver in form satisfactory to
Landlord at least fifteen (15) days prior to the effective date of the sublease,
an agreement to comply with all of Tenant's obligations under this Lease, and at
Landlord's option, an agreement (except for the economic obligations which
subtenant will undertake directly to Tenant) to attorn to Landlord under the
terms of the sublease in the event this Lease terminates before the sublease
expires.

D. CHANGE OF MANAGEMENT OR OWNERSHIP. Any transfer of the direct or
indirect power to affect the management or policies of Tenant or direct or
indirect change in twenty-five percent (25%) or more of the ownership interest
in Tenant shall constitute an assignment of this Lease. The provisions of this
Section 17.D. shall not be applicable so long as Tenant's common stock is either
listed on the New York Stock Exchange or approved for trading on the Nasdaq
National Market System.

E. EXCESS PAYMENTS. If Tenant assigns this Lease or sublets any part of
the Premises for consideration in excess of the pro-rata portion of Rent
applicable to the space subject to the assignment or sublet, then Tenant shall
pay fifty percent (50%) of any excess profit to Landlord as Additional Rent
immediately upon receipt.

F. RECAPTURE. Except as to assignments or subleases to permitted
subsidiaries or affiliates as provided in Section 17.G., Landlord may, by giving
written notice to Tenant within thirty (30) days after receipt of Tenant's
notice of assignment or subletting, terminate this Lease with respect to the
space described in Tenant's notice, as of the effective date of the proposed
assignment

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or sublease and all obligations under this Lease as to such space shall expire
except as to any obligations that expressly survive any termination of this
Lease.

G. PERMITTED TRANSFERS. Notwithstanding anything to the contrary in the
Lease, Tenant may, without Landlord's prior written consent and without payment
of any amount to Landlord, sublet the Premises or assign the Lease to (a) a
subsidiary, affiliate, division or corporation controlling, controlled by or
under common control with Tenant, (b) a successor corporation related to Tenant
by merger, consolidation, nonbankruptcy reorganization, or government action, or
(c) a purchaser of substantially all of Tenant's assets located in the Premises,
PROVIDED, HOWEVER, that no such assignment or subletting shall release or
discharge Tenant from any liability under this Lease or be construed as consent
by Landlord to any further assignment or subletting to any person or entity that
is not an affiliate of Tenant and provided further that Tenant shall provide a
copy of the documentation effecting such permitted transfer as soon as
reasonably possible either prior to or after the effective date thereof; and
provided further, that in the event of a permitted transfer, the assignee shall
be deemed to have assumed all of the obligations of the Tenant hereunder from
and after the effective date of the assignment, and in the case of a permitted
subletting, the subtenant shall be deemed to have agreed to comply with all of
Tenant's obligations under this Lease applicable to the subleased Premises from
and after the effective date of the sublease, and, at Landlord's option, will
agree to attorn to Landlord under the terms of the sublease in the event this
Lease terminates before the sublease expires. Neither the sale or transfer of
Tenant's capital stock, including, without limitation, a transfer in connection
with the merger, consolidation or nonbankruptcy reorganization of Tenant and any
sale through any private or public offering, nor the pledge of or grant of a
security interest in any of the Tenant's capital stock shall be deemed an
assignment, subletting or other transfer of the Lease or the Premises. For
purposes of this section, the term "affiliate" means any corporation, limited
liability company, partnership or other entity controlled by, controlling or
under common control with Tenant, whether "control" means the ownership of at
least fifty-one percent (51%) of the voting stock or other beneficial interest
of the controlled entity.

18. CONVEYANCE BY LANDLORD.

If Landlord shall at any time transfer its interest in the Building or
this Lease, Landlord shall be released of any obligations occurring after such
transfer, except the obligation to return to Tenant any security deposit not
delivered to its transferee, and Tenant shall look solely to Landlord's
successors for performance of such obligations. This Lease shall not be affected
by any such transfer.

19. ESTOPPEL CERTIFICATE.

Each party shall, within ten (10) business days of receiving a request
from the other party, execute, acknowledge in recordable form, and deliver to
the other party or its designee a certificate stating, subject to a specific
statement of any applicable exceptions, that the Lease as amended to date is in
full force and effect, that the Tenant is paying Rent and other charges on a
current basis, and that to the best of the knowledge of the certifying party,
the other party has committed no uncured defaults and has no offsets or claims.
The certifying party may also be required to state the date of commencement of
payment of Rent, the Commencement Date, the Termination Date, the Base Rent, the
current Operating Cost Share Rent and Tax Share Rent estimates, the status of
any improvements required to be completed by Landlord, the amount of any
security deposit, and such other matters as may be reasonably requested. Failure
to deliver such statement within the time required shall be conclusive evidence
against the non-certifying party that this Lease, with any amendments identified
by the requesting party, is in full force and effect, that there are no uncured
defaults by the requesting party, that not more than one month's Rent has been
paid in advance, that

21
<PAGE>

the non-certifying party has not paid any security deposit, and that the
non-certifying party has no claims or offsets against the requesting party.

20. SECURITY DEPOSIT.

A. USE OF SECURITY DEPOSIT. Tenant shall deposit with Landlord on the
date of this Lease, security for the performance of all of its obligations in
the amount set forth on the Schedule initially in the form of a Letter of Credit
described in Section 20.B. If Tenant defaults under this Lease, Landlord may use
all or any part of the Security Deposit to make any defaulted payment, to pay
for Landlord's cure of any defaulted obligation, or to compensate Landlord for
any loss or damage resulting from any default. To the extent any portion of the
Security Deposit is used, Tenant shall within five (5) days after demand from
Landlord restore the Security Deposit to its then-full amount. Landlord may keep
the Security Deposit in its general funds and shall not be required to pay
interest to Tenant on the deposit amount, provided that Landlord shall credit
against the Base Rent each month an amount equal to the amount of interest that
would have been earned using five percent (5%) simple interest on only $200,000
of the cash Security Deposit held by Landlord. If Tenant performs all of its
obligations under this Lease and returns the Premises to Landlord at the end of
the Term in the condition required by this Lease, then Landlord shall return all
of the remaining Security Deposit to Tenant within thirty (30) days after the
end of the Term. The Security Deposit shall not serve as an advance payment of
Rent or a measure of Landlord's damages for any default under this Lease.

If Landlord transfers its interest in the Building or this Lease,
Landlord may transfer the Security Deposit to its transferee. Upon such
transfer, Landlord shall have no further obligation to return the Security
Deposit to Tenant, and Tenant's right to the return of the Security Deposit
shall apply solely against Landlord's transferee.

B. LETTER OF CREDIT. As used in this Lease, the term "Letter of Credit"
shall mean an unconditional and irrevocable letter of credit issued by a
federally-insured banking institution acceptable to Landlord (the "Letter of
Credit") in the face amount of One Million and No/100 Dollars ($1,000,000.00) in
the form and substance acceptable to Landlord, which shall be held by Landlord
as the Security Deposit in accordance with the provisions of this Section 20. If
the Letter of Credit (or any replacement thereof) is issued for an effective
period of time less than the seven (7) year initial Term of this Lease, Tenant
shall from time to time, and not later than thirty (30) days prior to the
expiration of the Letter of Credit, replace each such expiring Letter of Credit
with a new Letter of Credit in the same amount (subject to the reduction
referenced in Section 20.D below), and upon the same terms and conditions as the
expiring Letter of Credit. The Letter of Credit (and any replacement thereof)
may be drawn upon by Landlord under the terms and conditions as provided in this
Section 20. Failure of Tenant to renew the Letter of Credit at least thirty (30)
days prior to its expiration shall constitute an Event of Default under this
Lease and shall entitle Landlord, in addition to the other remedies contained in
this Lease, and without any further notice to Tenant, to draw upon the Letter of
Credit. If for any reason Landlord shall have failed to draw upon the Letter of
Credit prior to its expiration (or if the issuer shall have been rendered unable
to honor such draw request for any reason, including due to governmental
regulatory intervention or financial deterioration), Tenant shall immediately
upon demand from Landlord, deliver to Landlord a replacement Letter of Credit in
the same amount as the Letter of Credit that had expired (or had been rendered
incapable of being honored).

22
<PAGE>

C. At such time as all of the following conditions have been achieved
or satisfied, Landlord shall release and deliver to Tenant the Letter of Credit:

(a) Tenant has raised at least $48,000,000 in proceeds (net
of commissions, finders fees and underwriter's
discounts) in one or more public offerings or private
placements of its equity securities (including
convertible preferred stock);

(b) Tenant's common stock is either listed on the New York
Stock Exchange or approved for trading on the Nasdaq
National Market System;

(c) Tenant has reported positive net income for four
consecutive quarters as reflected in financial
statements, prepared in accordance with generally
accepted accounting principles, consistently applied,
filed by the Company with the Securities and Exchange
Commission; and

(d) Tenant has delivered to Landlord the sum of $200,000 in
immediately available funds, which shall become the
Security Deposit subject to the provisions of this
Section 20.

D. On each anniversary of the Phase 1 Commencement Date, unless the
Letter of Credit has been released by Landlord, the Letter of Credit shall be
reduced by an amount equal to one-seventh (1/7th) of the original principal
amount (i.e. $142,857.14 for each of the first through the sixth anniversary
dates and $142,857.16 on the seventh anniversary date).

E. Notwithstanding anything to the contrary contained herein, Tenant
hereby knowingly, and upon advice of counsel, waives any right it may have to
enjoin, declare or otherwise prohibit the issuer of the Letter of Credit from
paying, or Landlord from drawing upon, the Letter of Credit. If Tenant attempts
to obtain, or obtains, an injunction or other legal writ which prevents the
issuer from paying, or Landlord from drawing upon, the Letter of Credit, Tenant
shall, at Landlord's request, either (a) extend the Letter of Credit during the
time period ending ten (10) days after expiration of the injunction or other
legal writ; or (b) provide Landlord other reasonably satisfactory security. If
Landlord prevails in any litigation concerning the Letter of Credit and
Landlord's rights thereto, Tenant shall reimburse Landlord its attorneys' fees,
court costs, and other expenses related to the litigation.

21. FORCE MAJEURE.

Landlord shall not be in default under this Lease to the extent
Landlord is unable to perform any of its obligations on account of any strike or
labor problem, energy shortage, governmental preemption or prescription,
national emergency, or any other cause of any kind beyond the reasonable control
of Landlord ("Force Majeure").

22. INTENTIONALLY DELETED.

23. NOTICES.

All notices, consents, approvals and similar communications to be given
by one party to the other under this Lease, shall be given in writing, mailed or
personally delivered as follows:

A. LANDLORD. To Landlord as follows:

CarrAmerica Realty Corporation
10785 Willows Road NE, Suite 250
Redmond, WA 98052
Attn: Market Officer

23
<PAGE>

with a copy to:

CarrAmerica Realty Corporation
1850 K Street, NW
Suite 500
Washington, D.C. 20006
Attn: Lease Administration

or to such other person at such other address as Landlord may designate by
notice to Tenant.

B. TENANT. To Tenant as follows:

prior to Phase 1 Commencement Date:

Corillian Corporation
3855 S.W. 153rd Drive
Beaverton, OR 97006

after Phase 1 Commencement Date:

Corillian Corporation
3400 N.W. John Olsen Place
Hillsboro, OR 97124

or to such other person at such other address as Tenant may designate by notice
to Landlord.

Mailed notices shall be sent by United States certified or registered
mail, or by a reputable national overnight courier service, postage prepaid.
Mailed notices shall be deemed to have been given on the earlier of actual
delivery or three (3) business days after posting in the United States mail in
the case of registered or certified mail, and one business day in the case of
overnight courier.

24. QUIET POSSESSION.

So long as Tenant shall perform all of its obligations under this
Lease, Tenant shall enjoy peaceful and quiet possession of the Premises against
any party claiming through the Landlord.

25. REAL ESTATE BROKER.

Tenant represents to Landlord that Tenant has not dealt with any real
estate broker with respect to this Lease except for any broker(s) listed in the
Schedule, and no other broker is in any way entitled to any broker's fee or
other payment in connection with this Lease. Tenant shall indemnify and defend
Landlord against any claims by any other broker or third party for any payment
of any kind in connection with this Lease.

26. MISCELLANEOUS.

A. SUCCESSORS AND ASSIGNS. Subject to the limits on Tenant's assignment
contained in Section 17, the provisions of this Lease shall be binding on and
inure to the benefit of all successors and assigns of Landlord and Tenant.

B. DATE PAYMENTS ARE DUE. Except for payments to be made by Tenant
under this Lease which are due upon demand or are due in advance (such as Base
Rent), Tenant shall pay to Landlord any amount for which Landlord renders a
statement of account within ten days of Tenant's receipt of Landlord's
statement.

C. MEANING OF "LANDLORD", "RE-ENTRY, "INCLUDING" AND "AFFILIATE." The
term "Landlord" means only the owner of the Project and the lessor's interest in
this Lease from time to time. The words "re-entry" and "re-enter" are not
restricted to their technical legal meaning. The words "including" and similar
words shall mean "without limitation." The word "affiliate" shall

24
<PAGE>

mean a person or entity controlling, controlled by or under common control with
the applicable entity. "Control" shall mean the power directly or indirectly, by
contract or otherwise, to direct the management and policies of the applicable
entity.

D. TIME OF THE ESSENCE. Time is of the essence of each provision of
this Lease.

E. NO OPTION. This document shall not be effective for any purpose
until it has been executed and delivered by both parties; execution and delivery
by one party shall not create any option or other right in the other party.

F. SEVERABILITY. The unenforceability of any provision of this Lease
shall not affect any other provision.

G. GOVERNING LAW. This Lease shall be governed in all respects by
Oregon law, without regard to the principles of conflicts of laws.

H. LEASE MODIFICATION. Tenant agrees to modify this Lease in any way
requested by a mortgagee which does not cause increased expense to Tenant or
otherwise adversely affect Tenant's interests under this Lease.

I. NO ORAL MODIFICATION. No modification of this Lease shall be
effective unless it is a written modification signed by both parties.

J. LANDLORD'S RIGHT TO CURE. If Landlord breaches any of its
obligations under this Lease, Tenant shall notify Landlord in writing and shall
take no action respecting such breach so long as Landlord promptly begins to
cure the breach and diligently pursues such cure to its completion. Landlord may
cure any default by Tenant; any expenses incurred shall become Additional Rent
due from Tenant on demand by Landlord.

K. CAPTIONS. The captions used in this Lease shall have no effect on
the construction of this Lease.

L. AUTHORITY. Landlord and Tenant each represents to the other that it
has full power and authority to execute and perform this Lease.

M. LANDLORD'S ENFORCEMENT OF REMEDIES. Landlord may enforce any of its
remedies under this Lease either in its own name or through an agent.

N. ENTIRE AGREEMENT. This Lease, together with all Appendices,
constitutes the entire agreement between the parties. No representations or
agreements of any kind have been made by either party which are not contained in
this Lease.

O. LANDLORD'S TITLE. Landlord's title shall always be paramount to the
interest of the Tenant, and nothing in this Lease shall empower Tenant to do
anything which might in any way impair Landlord's title.

P. LIGHT AND AIR RIGHTS. Landlord does not grant in this Lease any
rights to light and air in connection with Project except such rights to install
communications devices on the roof of the Premises, as consistent with Tenant's
ordinary business operations or requirements. Except as provided herein,
Landlord reserves to itself, the Land, the Building below the improved floor of
each floor of the Premises, the Building above the ceiling of each floor of the
Premises, the exterior of the Premises and the areas on the same floor outside
the Premises, along with the areas within the Premises required for the
installation and repair of utility lines and other items required to serve other
tenants of the Building.

Q. SINGULAR AND PLURAL. Wherever appropriate in this Lease, a singular
term shall be construed to mean the plural where necessary, and a plural term
the singular. For example, if at any

25
<PAGE>

time two parties shall constitute Landlord or Tenant, then the relevant term
shall refer to both parties together.

R. NO RECORDING BY TENANT. Tenant shall not record any memorandum or
any portion of this Lease.

S. EXCLUSIVITY. Landlord does not grant to Tenant in this Lease any
exclusive right except the right to occupy its Premises.

T. NO CONSTRUCTION AGAINST DRAFTING PARTY. The rule of construction
that ambiguities are resolved against the drafting party shall not apply to this
Lease.

U. SURVIVAL. All obligations of Landlord and Tenant under this Lease
shall survive the termination of this Lease.

V. RENT NOT BASED ON INCOME. No rent or other payment in respect of the
Premises shall be based in any way upon net income or profits from the Premises.
Tenant may not enter into or permit any sublease or license or other agreement
in connection with the Premises which provides for a rental or other payment
based on net income or profit.

W. BUILDING MANAGER AND SERVICE PROVIDERS. Landlord may perform any of
its obligations under this Lease through its employees or third parties hired by
the Landlord.

X. LATE CHARGE AND INTEREST ON LATE PAYMENTS. Without limiting the
provisions of Section 12A, if Tenant fails to pay any installment of Rent or
other charge to be paid by Tenant pursuant to this Lease within five (5)
business days after the same becomes due and payable, then Tenant shall pay a
late charge equal to the greater of five percent (5%) of the amount due or $250.
In addition, interest shall be paid by Tenant to Landlord on any late payments
of Rent from the date due until paid at the rate provided in Section 2D(2). Such
late charge and interest shall constitute Additional Rent due and payable by
Tenant to Landlord upon the date of payment of the delinquent payment referenced
above.

Y. TENANT'S FINANCIAL STATEMENTS. Within ten (10) days after Landlord's
written request therefor, Tenant shall deliver to Landlord the current unaudited
quarterly and audited annual financial statements of Tenant, and annual audited
financial statements of the two (2) years prior to the current year's financial
statements, each with an opinion of a certified public accountant and including
a balance sheet and profit and loss statement, all prepared in accordance with
generally accepted accounting principles consistently applied.

27. UNRELATED BUSINESS INCOME.

If Landlord reasonably believes at any time that any part of the
payments by Tenant to Landlord under this Lease may be characterized as
unrelated business income under the United States Internal Revenue Code and its
regulations, then Tenant shall enter into any amendment proposed by Landlord to
avoid such income, so long as the amendment does not require Tenant to make more
payments or accept fewer services from Landlord, than this Lease provides.

28. HAZARDOUS SUBSTANCES.

Neither Landlord nor Tenant shall cause or permit any Hazardous
Substances to be brought upon, produced, stored, used, discharged or disposed of
in or near the Project. "Hazardous Substances" include those hazardous
substances described in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the
Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et
seq., any other applicable federal, state or local law, and the regulations
adopted under these laws. If any lender or

26
<PAGE>

governmental agency shall require testing for Hazardous Substances in the
Premises, Tenant shall pay for such testing.

29. EXCULPATION.

Landlord shall have no personal liability under this Lease; its
liability shall be limited to its interest in the Project, and shall not extend
to any other property or assets of the Landlord. In no event shall any officer,
director, employee, agent, shareholder, partner, member or beneficiary of
Landlord be personally liable for any of Landlord's obligations hereunder.

30. UTILITY DEREGULATION.

A. LANDLORD CONTROLS SELECTION. Landlord has chosen Portland General
Electric and Duke Power (each, an "Electric Service Provider") to provide
electricity service for the Building. Notwithstanding the foregoing, to the
extent permitted by law, Landlord may at any time and from time to time during
the Lease Term, either contract for service from a different company or
companies providing electricity service (each such company, an "Alternative
Service Provider") or continue to contract for service from the Electric Service
Provider.

B. TENANT WILL PROVIDE ACCESS. Tenant will cooperate with Landlord, the
Electric Service Provider, and any Alternative Service Provider at all times
and, as reasonably necessary, will allow Landlord, Electric Service Provider,
and any Alternative Service Provider reasonable access to the Building's
electric lines, feeders, risers, wiring, and any other machinery in the
Premises, subject to the other limitations set forth in this Lease.

C. LANDLORD NOT RESPONSIBLE FOR CHANGE IN SERVICE. Landlord will have
no liability for any loss, damage, or expense Tenant may incur (a) by reason of
any change, failure, interference, disruption, or defect in the supply or
character of the electric energy furnished to the Premises, or (b) if the
quantity or character of the electric energy supplied by the Electric Service
Provider or any Alternative Service Provider is no longer available or suitable
for Tenant's requirements. No such change, failure, defect, unavailability, or
unsuitability will constitute an actual or constructive eviction of Tenant, in
whole or in part, entitle Tenant to any abatement or diminution of Rent, or
relieve Tenant from any of its obligations under this Lease.

31. SATELLITE DISHES AND ANTENNAE.

Tenant's use of the Premises may include Tenant's use of the roof of
the Building for the installation, operation and maintenance of satellite
dishes, and related antennae, equipment, cabling and utilities (the antennae,
equipment and cabling are together referred to as the "Antennae"). Before
installing any Antennae, Tenant will deliver plans and specifications for the
dish and related equipment and for the installation thereof (together, the
"Plans and Specifications") to Landlord, which Landlord may approve in its
reasonable discretion. Landlord may require Tenant to design the Antennae and
mounting brackets and connections to withstand a 100 mph wind exposure, and to
install a backup tether to prevent possible damage caused by the Antennae to
other improvements. Tenant shall install the Antennae only in locations
reasonably approved by Landlord in advance. Tenant will install the Antennae in
strict accordance with the plans and specifications and in good faith, and in
accordance with the requirements of the Building's structural engineer to ensure
that the structural integrity of the roof and structure of the Building are
fully preserved. Tenant shall, at Tenant's sole cost and expense, install and
maintain the Antennae in a first class, safe and workmanlike manner, in
conformance with sound construction practices, and in accordance with all
applicable laws, rules, regulations and conditions of any governmental
approvals. Tenant shall obtain all necessary governmental permits and approvals,
at Tenant's expense, for the installation, operation and maintenance of the
Antennae and shall keep the same in full force and effect. Tenant shall not
damage the Building or reduce the structural or design integrity of the Building
as a result of the

27
<PAGE>

installation, operation and maintenance of Antennae. Tenant shall indemnify and
hold harmless Landlord from any and all damages, costs, liabilities, claims of
damage, loss and costs arising from any actual or alleged injury to any person
or from any actual or alleged loss or damage to property caused by, resulting
from, or arising out of the installation, operation or maintenance of the
Antennae, excepting therefrom any such injury or damages caused by Landlord's
negligence or misconduct. Should the Building or any improvements located
thereon be damaged or destroyed by the installation, operation or maintenance of
the Antennae, Tenant shall immediately repair such damage or destruction and
restore the Building to as good a condition as existed immediately prior to said
damage or destruction, and shall compensate Landlord for any and all other
damages, including but not limited to the loss of income or business occurring
as a result of such damage or destruction. Landlord reserves the right to use
the roof of the Building and the Building for any and all purposes not
inconsistent with the rights granted to Tenant herein, and further reserves the
right to grant any other tenant or third party a license or easement for use of
the roof of the Building. Unless Landlord otherwise requests in writing, upon
expiration or the sooner termination of the Lease, Tenant shall, at its sole
cost and expense, remove the Antennae and repair any damage caused by such
removal.

32. RIGHTS OF FIRST OFFER.

Tenant shall have a right of first offer to lease and a right of first
offer to purchase as provided in Appendix H and I respectively.

IN WITNESS WHEREOF, the parties hereto have executed this Lease.

LANDLORD:

CARRAMERICA REALTY CORPORATION, a
Maryland corporation

By:
-------------------------------------
Print Name:
-----------------------------
Print Title:
----------------------------

TENANT:

CORILLIAN CORPORATION, a Oregon
corporation

By:
-------------------------------------
Print Name:
-----------------------------
Print Title:
----------------------------

28
<PAGE>

ATTACHMENTS:
Appendix A - Plan of Premises
Appendix B - Rules and Regulations
Appendix C - Tenant Improvement Agreement
Appendix D - Mortgages Currently Affecting the Project
Appendix E - Commencement Date Confirmation
Appendix F - Legal Description
Appendix G - Extension Option
Appendix H - Right of First Offer to Lease
Appendix I - Right of First Offer to Purchase
Appendix J - Naming Rights
Appendix K - Janitorial Service
Appendix L - Exclusive Parking Stall Locations

29
<PAGE>

APPENDIX A

PLAN OF THE PREMISES

(Floor Plans depicting the Premises to be attached)

A-1
<PAGE>

APPENDIX B

RULES AND REGULATIONS

1. Tenant shall not place anything, or allow anything to be placed near
the glass of any window, door, partition or wall which may, in Landlord's
judgment, appear unsightly from outside of the Project.

2. The Project directory shall be available to Tenant solely to display
names and their location in the Project, which display shall be as directed by
Landlord.

3. The sidewalks, halls, passages, exits, entrances, elevators and
stairways shall not be obstructed by Tenant or used by Tenant for any purposes
other than for ingress to and egress from the Premises. Tenant shall lend its
full cooperation to keep such areas free from all obstruction and in a clean and
sightly condition and shall move all supplies, furniture and equipment as soon
as received directly to the Premises and move all such items and waste being
taken from the Premises (other than waste customarily removed by employees of
the Building) directly to the shipping platform at or about the time arranged
for removal therefrom. The halls, passages, exits, entrances, elevators,
stairways, balconies and roof are not for the use of the general public and
Landlord shall, in all cases, retain the right to control and prevent access
thereto by all persons whose presence in the judgment of Landlord, reasonably
exercised, shall be prejudicial to the safety, character, reputation and
interests of the Project. Neither Tenant nor any employee or invitee of Tenant
shall go upon the roof of an building in the Project.

4. The toilet rooms, urinals, wash bowls and other apparatuses shall
not be used for any purposes other than that for which they were constructed,
and no foreign substance of any kind whatsoever shall be thrown therein, and to
the extent caused by Tenant or its employees or invitees, the expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be
borne by Tenant.

5. Tenant shall not cause any unnecessary janitorial labor or services
by reason of Tenant's carelessness or indifference in the preservation of good
order and cleanliness.

6. Tenant shall not install or operate any refrigerating, heating or
air conditioning apparatus, or carry on any mechanical business without the
prior written consent of Landlord; use the Premises for housing, lodging or
sleeping purposes; or permit preparation or warming of food in the Premises
(warming of coffee and individual meals with employees and guests excepted).
Notwithstanding the foregoing, with the consent of Landlord which will not be
unreasonably be withheld, Tenant may build-out a food service facility for its
employees in Building 3. Tenant shall not occupy or use the Premises or permit
the Premises to be occupied or used for any purpose, act or thing which is in
violation of any Governmental Requirement or which may be dangerous to persons
or property.

7. Tenant shall not bring upon, use or keep in the Premises or the
Project any kerosene, gasoline or inflammable or combustible fluid or material,
or any other articles deemed hazardous to persons or property, or use any method
of heating or air conditioning other than that supplied by Landlord.

8. Landlord shall have sole power to direct electricians as to where
and how telephone and other wires are to be introduced. No boring or cutting for
wires is to be allowed without the consent of Landlord. The location of
telephones, call boxes and other office equipment affixed to the Premises shall
be subject to the approval of Landlord.

B-1
<PAGE>

9. No additional locks shall be placed upon any doors, windows or
transoms in or to the Premises. Tenant shall not change existing locks or the
mechanism thereof. Upon termination of the lease, Tenant shall deliver to
Landlord all keys and passes for offices, rooms, parking lot and toilet rooms
which shall have been furnished Tenant. In the event of the loss of keys so
furnished, Tenant shall pay Landlord therefor. Tenant shall not make, or cause
to be made, any such keys and shall order all such keys solely from Landlord and
shall pay Landlord for any keys in addition to the two sets of keys originally
furnished by Landlord for each lock.

10. Tenant shall not install linoleum, tile, carpet or other floor
covering so that the same shall be affixed to the floor of the Premises in any
manner except as approved by Landlord.

11. No furniture, packages, supplies, equipment or merchandise will be
received in the Project or carried up or down in the freight elevator, except
between such hours and in such freight elevator as shall be designated by
Landlord. Tenant shall not take or permit to be taken in or out of other
entrances of the Building, or take or permit on other elevators, any item
normally taken in or out through the trucking concourse or service doors or in
or on freight elevators.

12. Tenant shall cause all doors to the Premises to be closed and
securely locked and shall turn off all utilities, lights and machines before
leaving the Project at the end of the day.

13. Without the prior written consent of Landlord, Tenant shall not use
the name of the Project or any picture of the Project in connection with, or in
promoting or advertising the business of, Tenant, except Tenant may use the
address of the Project as the address of its business.

14. Tenant shall cooperate fully with Landlord to assure the most
effective operation of the Premises' or the Project's heating and air
conditioning, and shall refrain from attempting to adjust any controls, other
than room thermostats installed for Tenant's use. Tenant shall keep corridor
doors closed.

15. Tenant assumes full responsibility for protecting the Premises from
theft, robbery and pilferage, which may arise from a cause other than Landlord's
negligence, which includes keeping doors locked and other means of entry to the
Premises closed and secured.

16. Peddlers, solicitors and beggars shall be reported to the office of
the Project or as Landlord otherwise requests.

17. Tenant shall not advertise the business, profession or activities
of Tenant conducted in the Project in any manner which violates the letter or
spirit of any code of ethics adopted by any recognized association or
organization pertaining to such business, profession or activities.

18. No bicycle or other vehicle and no animals or pets shall be allowed
in the Premises, halls, freight docks, or any other parts of the Building except
that blind persons may be accompanied by "seeing eye" dogs. Tenant shall not
make or permit any noise, vibration or odor to emanate from the Premises, or do
anything therein tending to create, or maintain, a nuisance, or do any act
tending to injure the reputation of the Building.

19. Tenant acknowledges that Building security problems may occur which
may require the employment of extreme security measures in the day-to-day
operation of the Project.

Accordingly:

(a) Landlord may, at any time, or from time to time, or for
regularly scheduled time periods, as deemed advisable by Landlord and/or its
agents, in their sole discretion, require that persons entering or leaving the
Project or the Property identify themselves to watchmen or other employees
designated by Landlord, by registration, identification or otherwise.

B-2
<PAGE>

(b) Tenant agrees that it and its employees will cooperate
fully with Project employees in the implementation of any and all security
procedures.

(c) Such security measures shall be the sole responsibility of
Landlord, and Tenant shall have no liability for any action taken by Landlord in
connection therewith, it being understood that Landlord is not required to
provide any security procedures and shall have no liability for such security
procedures or the lack thereof.

20. Tenant shall not do or permit the manufacture, sale, purchase, use
or gift of any fermented, intoxicating or alcoholic beverages without obtaining
written consent of Landlord.

21. Tenant shall not disturb the quiet enjoyment of any other tenant.

22. Tenant shall not provide any janitorial services or cleaning
without Landlord's written consent and then only subject to supervision of
Landlord and at Tenant's sole responsibility and by janitor or cleaning
contractor or employees at all times satisfactory to Landlord.

23. Landlord may retain a pass key to the Premises and be allowed
admittance thereto at all times to enable its representatives to examine the
Premises from time to time and to exhibit the same and Landlord may place and
keep on the windows and doors of the Premises at any time signs advertising the
Premises for Rent.

24. No equipment, mechanical ventilators, awnings, special shades or
other forms of window covering shall be permitted either inside or outside the
windows of the Premises without the prior written consent of Landlord, and then
only at the expense and risk of Tenant, and they shall be of such shape, color,
material, quality, design and make as may be approved by Landlord.

25. Tenant shall not, during the Term of this Lease, canvas or solicit
other tenants of the Building for any purpose.

26. Tenant shall not install or operate any phonograph, musical or
sound- producing instrument or device, radio receiver or transmitter, TV
receiver or transmitter, or similar device in the Building, nor install or
operate any antenna, aerial, wires or other equipment inside or outside the
Building, nor operate any electrical device from which may emanate electrical
waves which may interfere with or impair radio or television broadcasting or
reception from or in the Building or elsewhere, without in each instance the
prior written approval of Landlord. The use thereof, if permitted, shall be
subject to control by Landlord to the end that others shall not be disturbed.

27. Tenant shall promptly remove all rubbish and waste from the
Premises.

28. Tenant shall not exhibit, sell or offer for sale, rent or exchange
in the Premises or at the Project any article, thing or service, except those
ordinarily embraced within the use of the Premises specified in Section 6 of
this Lease, without the prior written consent of Landlord.

29. Tenant shall list all furniture, equipment and similar articles
Tenant desires to remove from the Premises or the Building and deliver a copy of
such list to Landlord and procure a removal permit from the Office of the
Building authorizing Building employees to permit such articles to be removed.

30. Tenant shall not overload any floors in the Premises or any public
corridors or elevators in the Building.

31. Tenant shall not do any painting in the Premises, or mark, paint,
cut or drill into, drive nails or screws into, or in any way deface any part of
the Premises or the Building, outside or inside, without the prior written
consent of Landlord.

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32. Whenever Landlord's consent, approval or satisfaction is required
under these Rules, then unless otherwise stated, any such consent, approval or
satisfaction must be obtained in advance, such consent or approval may be
granted or withheld in Landlord's sole discretion, and Landlord's satisfaction
shall be determined in its sole judgment.

33. Tenant and its employees shall cooperate in all fire drills
conducted by Landlord in the Building.

34. Tenant and its employees shall cooperate with the following parking
requirements:

(a) Tenant shall not park or permit the parking of vehicles in
any parking areas designated by Landlord as areas for parking by visitors to the
Project.

(b) No overnight or extended term storage of vehicles shall be
permitted.

(d) All directional signs and arrows must be observed.

(e) Parking is prohibited in areas not striped for parking, in
aisles, where "no parking" signs are posted, and in such other areas as may be
designated by Landlord or Landlord's Parking Operator.

(f) Every driver is required to park and lock his own vehicle.
All responsibility for damage to vehicles is assumed by the driver.

(g) Washing, waxing, cleaning or servicing of any vehicle in
any area not specifically reserved for such purpose is prohibited.

(h) Landlord reserves the right to establish and change
parking fees and to modify and/or adopt such other reasonable and
non-discriminatory rules and regulations for the parking facilities as it deems
necessary for the operation of the parking facilities, provided that Tenant nor
its officers or employees shall be charged parking fees for the use of the
parking facilities. Landlord may refuse to permit any person who violates these
rules to park in the parking facilities, and any violation of the rules shall
subject the car to possible removal.

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APPENDIX C

TENANT IMPROVEMENT AGREEMENT

1. INITIAL IMPROVEMENTS. Landlord shall cause to be performed the
improvements (the "Initial Improvements") in the Premises in accordance with
plans and specifications approved by Tenant and Landlord (the "Plans"), which
approvals shall not be unreasonably withheld. The Initial Improvements shall be
performed at the Tenant's cost, subject to the Landlord's Contribution
(hereinafter defined).

Landlord will make available a Tenant Improvement allowance of $28.50
per rentable square foot to be applied toward the costs of the Initial
Improvements (which amount includes $.50 per rentable square foot for Tenant's
architect) ("Landlord's Contribution"). Landlord will also provide, at
Landlord's cost (exclusive of Landlord's Contribution), the following items as a
part of its shell and core work:

(a) 2' x 4' ceiling grid and tegular ceiling tile shall be
pre-purchased by landlord and stocked on the floor.

(b) Lighting fixtures shall be pre-purchased by Landlord and stocked on
the floor.

(c) Electrical service distributed to each floor with panels and
transformers set within the building core ready for branch circuit wiring to be
accomplished under tenant improvement work.

(d) Aluminum window sills, aluminum sill extensions and aluminum window
head installed.

(e) Building columns shall be ready for framing.

(f) Sprinkler heads installed in shell and core work in accordance with
governing code for unoccupied space. Finished heads will be dropped as part of
tenant improvements.

(g) Common area fire alarms, smoke detectors and exit lights installed
per code and in compliance with the ADA.

(h) Building restroom facilities, and exterior spaces shall be finished
in accordance with governing codes and ordinances as part of the building shell
and core.

(i) Horizontal one inch (1") mini-blinds, Levelor or equal, for all
perimeter windows shall be pre-purchased and installed by Landlord.

(j) Shell and core floor shall be flat and level in accordance with the
industry standard for the type and location of the installation.

Tenant shall use the Tenant Improvement allowances only for improving
the Premises, including but not limited to voice and data cabling, supplemental
HVAC, satellite dishes and/or antenna installation, and for preparation of
Tenant's space planning, construction documents and permits, including local
approval and signage permits. The Tenant Improvement allowances shall also be
used to lower sprinkler heads, install lights, install ceiling tile, and
complete HVAC duct work.

The final Plans for the Initial Improvements shall be prepared by
Landlord's licensed architect at Tenant's cost, and shall be mutually agreed
upon by the parties as set forth herein. Within two (2) weeks after this Lease
is fully executed, Tenant, working with Landlord's or Tenant's space planner,
shall furnish its proposed space plan to Landlord for Landlord's review and
approval. Landlord shall, within one (1) week after receipt of the proposed
space plan either provide Tenant

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with comments to the same, or provide Tenant with detailed plans prepared by
Landlord's architect incorporating Tenant's proposed space plan and identifying
any Landlord comments and/or modifications to the same. If Landlord provides
such detailed architectural plans, Tenant shall, within one (1) week after
receipt of the same, either provide comments to such plans or approve the same.
Tenant shall be deemed to have approved such plans if it does not provide
comments within such time period. If instead of architectural plans, Landlord
provides Tenant with comments to Tenant's proposed space plan, Tenant shall
provided a revised space plan to Landlord incorporating Landlord's comments
within one (1) week after receipt of Landlord's comments. Landlord shall, within
one (1) week after receipt of the revised space plan, either provide Tenant with
comments to the same, or provide Tenant with plans prepared by Landlord's
architect based on such revised space plan, including any Landlord comments
and/or modifications to the same, and the process described above shall be
repeated, if necessary, until the plans have been approved by the parties.
Notwithstanding any other term or provisions hereof, the parties agree to
cooperate with each other in good faith and to use reasonable efforts to reach
agreement so as to enable Landlord to submit the agreed upon plans for permit to
the City of Hillsboro no later than May 30, 2000 for Phase 1 and August 3, 2000
for Phase 2.

Landlord, using its business expertise and knowledge of the
market, and in consultation with Tenant, shall select a contractor to perform
the construction of the Initial Improvements at a commercially reasonable cost.
Tenant hereby approves Baugh Construction as the general contractor for the
Initial Improvements. The general contractor fee shall be three percent (3%) of
the actual cost of the Tenant Improvement construction cost plus an amount for
contractor's reasonable general conditions. Upon request by Tenant, Tenant shall
have the right to consult and mutually approve with Landlord proposed
subcontractors performing work on the Initial Improvements. Landlord will choose
mechanical and electrical engineers. Landlord shall use commercially reasonable
efforts to cause the Initial Improvements to be substantially completed, except
for minor "Punch List" items, on or before October 1, 2000 for Phase 1 and
January 1, 2001 for Phase 2, subject to Tenant Delay (as defined in Section 4
hereof) and Force Majeure.

Landlord, or an agent of Landlord, shall provide project management
services in connection with the construction of the Initial Improvements and the
Change Orders (hereinafter defined). Such project management services shall be
performed, at Tenant's cost, for a fee of three percent (3%) of all costs
related to the preparation of the Plans and the construction of the Initial
Improvements and the Change Orders.

2. CHANGE ORDERS. If, before the Commencement Date, Tenant wants
improvements or changes (individually or collectively, "Change Orders") to the
Premises in addition to, revision of, or substitution for the Initial
Improvements, Tenant shall deliver to Landlord for its approval plans and
specifications for such Change Orders. If Landlord does not approve of the plans
for Change Orders, Landlord shall advise Tenant of the revisions required.
Tenant shall revise and redeliver the plans and specifications to Landlord
within five (5) business days of Landlord's advice or Tenant shall be deemed to
have abandoned its request for such Change Orders. Tenant shall pay for all
preparations and revisions of plans and specifications, and the construction of
all Change Orders, subject to Landlord's Contribution.

3. LANDLORD'S CONTRIBUTION. If the cost of the Tenant Improvements does
not equal or exceed the amount of the Landlord's Contribution, the excess will
be credited to the payment of Tenant's Base Rent. Landlord has no obligation to
pay for costs of the Initial Improvements or Change Orders in excess of
Landlord's Contribution, notwithstanding any other provision hereof. If the cost
of the Initial Improvements and/or Change Orders exceeds the Landlord's
Contribution, Tenant shall pay such overage to Landlord before construction of
the Initial Improvements and/or Change Orders begins.

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4. COMMENCEMENT DATE DELAY. Phase 1 and Phase 2 Commencement Dates
shall be delayed until the Initial Improvements are substantially complete for
each Phase ("Phase 1 and Phase 2 Completion Date" and each a "Completion Date"),
except to the extent that the delay is caused by any one or more of the
following (a "Tenant Delay"):

(a) Tenant's request for Change Orders (whether or not any
such Change Orders are actually performed); or

(b) Contractor's performance of any Change Orders; or

(d) Tenant's delay in reviewing, revising or approving plans
and specifications beyond the periods set forth herein; or

(e) Tenant's delay in providing information critical to the
normal progression of the project. Tenant shall provide such information as soon
as reasonably possible, but in no event longer than one week after receipt of
such request for information from the Landlord; or

(f) Tenant's delay in making payments to Landlord for costs of
the Initial Improvements and/or Change Orders in excess of the Landlord's
Contribution; or

(g) Any other act or omission by Tenant, its agents,
contractors or persons employed by any of such persons.

If the Commencement Date is delayed for any reason, then Landlord shall
cause Landlord's Architect to certify the date on which the Initial Improvements
would have been completed but for such Tenant Delay, or were in fact completed
without any Tenant Delay.

5. ACCESS BY TENANT PRIOR TO COMMENCEMENT OF TERM. Landlord at its
discretion may permit Tenant and its agents to enter the Premises prior to each
Commencement Date to prepare the Premises for Tenant's use and occupancy. Any
such permission shall constitute a license only, conditioned upon Tenant's:

(a) working in harmony with Landlord and Landlord's agents,
contractors, workmen, mechanics and suppliers and with other tenants and
occupants of the Building;

(b) obtaining in advance Landlord's approval of the
contractors proposed to be used by Tenant and depositing with Landlord in
advance of any work (i) security satisfactory to Landlord for the completion
thereof, and (ii) the contractor's affidavit for the proposed work and the
waivers of lien from the contractor and all subcontractors and suppliers of
material; and

(c) furnishing Landlord with such insurance as Landlord may
require against liabilities which may arise out of such entry.

Landlord shall have the right to withdraw such license for any
reason upon twenty-four (24) hours' written notice to Tenant. Landlord shall not
be liable in any way for any injury, loss or damage which may occur to any of
Tenant's property or installations in the Premises prior to each Commencement
Date. Tenant shall protect, defend, indemnify and save harmless Landlord from
all liabilities, costs, damages, fees and expenses arising out of the activities
of Tenant or its agents, contractors, suppliers or workmen in the Premises or
the Building. Any entry and occupation permitted under this Section shall be
governed by Section 5 and all other terms of the Lease. Landlord shall not be
liable in any way for an injury, loss or damage, which may occur to any of
Tenant's property or installations in the Premises prior to each Commencement
Date.

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6. MISCELLANEOUS. Terms used in this Appendix C shall have the meanings
assigned to them in the Lease. The terms of this Appendix C are subject to the
terms of the Lease.

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APPENDIX D

MORTGAGES CURRENTLY AFFECTING THE PROJECT

NONE

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APPENDIX E

COMMENCEMENT DATE CONFIRMATION

Landlord: CarrAmerica Realty Corporation, a Maryland corporation

Tenant: Corillian Corporation, an Oregon corporation

This Commencement Date Confirmation is made by Landlord and Tenant
pursuant to that certain Lease dated as of May 22, 2000 (the "Lease") for the
following premises:

(a) All of Building 2, approximately 66,198 rentable square
feet, located at 3400 N.W. John Olsen Place, Hillsboro, Oregon 97124;

(b) All of the second floor and all of the third floor of
Building 1, approximately 44,901 rentable square feet, located at 3600
N.W. John Olsen Place, Hillsboro, Oregon;

(c) All of Building 3, approximately 11,028 rentable square
feet, located at 3500 N.W. John Olsen Place, Hillsboro, Oregon

This Confirmation is made pursuant to Item 9 of the Schedule to the Lease.

LEASE COMMENCEMENT DATE, TERMINATION DATE. Landlord and Tenant hereby
agree that the Phase 1 Commencement Date of the Lease for the Phase 1 Premises
is October 1, 2000, the Phase 2 Commencement Date of the Lease for the Phase
2 Commencement Date is January 1 and the Termination Date of the Lease is
October 1, 2007.

ACCEPTANCE OF PREMISES. Tenant has inspected the Premises and affirms
that the Premises is acceptable in all respects in its current "as is"
condition.

INCORPORATION. This Confirmation is incorporated into the Lease, and
forms an integral part thereof. This Confirmation shall be construed and
interpreted in accordance with the terms of the Lease for all purposes.

TENANT:

Corillian Corporation, an Oregon corporation

By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------

[Signatures continue]

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<PAGE>

LANDLORD:

CarrAmerica Realty Corporation, a Maryland
corporation

By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------

(EXHIBIT ONLY - NOT FOR EXECUTION)

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APPENDIX F

LEGAL DESCRIPTION

Lot 11, Tanasbourne Corporate Center in the City of Hillsboro, County of
Washington and State of Oregon.

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<PAGE>

APPENDIX G

EXTENSION OPTION

EXTENSION OPTION. Subject to Subsection B below, Tenant may at its
option extend the Term of this Lease for two (2) successive periods of five (5)
years each. Each such period is called a "Renewal Term", and the first such five
(5) year period is called the "First Renewal Term" and the second such five (5)
year period is called the "Second Renewal Term". Each Renewal Term shall be upon
the same terms contained in this Lease (excluding the provisions of Appendix G
of this Lease) and except for the payment of Base Rent during the Renewal Term;
and any reference in the Lease to the "Term" of the Lease shall be deemed to
include any Renewal Term and apply thereto, unless it is expressly provided
otherwise. Tenant shall have no additional extension options.

A. The Base Rent during the First Renewal Term shall be the greater of
(i) the Base Rent applicable to the last day of the final Lease Year prior to
the applicable Renewal Term, or (ii) 100% the Market Rate (defined hereinafter)
for such space for a term commencing on the first day of the Renewal Term.
"Market Rate" shall mean the then prevailing market rate for a comparable term
commencing on the first day of the Renewal Term for tenants of comparable size
and creditworthiness for comparable space in the Building and other first class
office buildings in the vicinity of the Building. For purposes of each Renewal
Term, market rate shall also include a tenant improvement (refreshment)
allowance comparable to other tenants of similar size and creditworthiness for
comparable space in other first-class office buildings in the vicinity of the
Building.

B. To exercise any option, Tenant must deliver a binding notice to
Landlord not less than fourteen (14) months prior to the expiration of the
initial Term of this Lease, or the first Renewal Term, as the case may be. The
Market Rate for the Renewal Term shall be calculated pursuant to Subsection C
below and Landlord shall inform Tenant of the Market Rate. Such calculations
shall be final and shall not be recalculated at the actual commencement of the
Renewal Term. If Tenant fails to timely give its notice of exercise, Tenant will
be deemed to have waived its option to extend.

C. Market Rate shall be determined as follows:

(i) If Tenant provides Landlord with its binding notice
of exercise pursuant to Subsection B above, then at
some point between nineteen (19) and seventeen (17)
months prior to the commencement of the First Renewal
Term (or, at Landlord's election, at an earlier
point), Landlord shall calculate and inform Tenant of
the Market Rate. If Tenant rejects the Market Rate as
calculated by Landlord, Tenant shall inform Landlord
of its rejection within ten (10) days after Tenant's
receipt of Landlord's calculation, and Landlord and
Tenant shall commence negotiations to agree upon the
Market Rate. If Tenant fails to timely reject
Landlord's calculation of the Market Rate it will be
deemed to have accepted such calculation. If Landlord
and Tenant are unable to reach agreement within
twenty-one (21) days after Landlord's receipt of
Tenant's notice of rejection, then the Market Rate
shall be determined in accordance with (ii) below.

(ii) If Landlord and Tenant are unable to reach agreement
on the Market Rate within said twenty-one (21) day
period, then within seven (7) days, Landlord and
Tenant shall each simultaneously submit to the other
in a sealed envelope

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<PAGE>

its good faith estimate of the Market Rate. If the
higher of such estimates is not more than one hundred
five percent (105%) of the lower, then the Market
Rate shall be the average of the two. Otherwise, the
dispute shall be resolved by arbitration in
accordance with (iii) and (iv) below.

(iii) Within seven (7) days after the exchange of
estimates, the parties shall select as an arbitrator
an independent MAI appraiser with at least five (5)
years of experience in appraising office space in the
metropolitan area in which the Project is located (a
"Qualified Appraiser"). If the parties cannot agree
on a Qualified Appraiser, then within a second period
of seven (7) days, each shall select a Qualified
Appraiser and within ten (10) days thereafter the two
appointed Qualified Appraisers shall select a third
Qualified Appraiser and the third Qualified Appraiser
shall be the sole arbitrator. If one party shall fail
to select a Qualified Appraiser within the second
seven (7) day period, then the Qualified Appraiser
chosen by the other party shall be the sole
arbitrator.

(iv) Within twenty-one (21) days after submission of the
matter to the arbitrator, the arbitrator shall
determine the Market Rate by choosing whichever of
the estimates submitted by Landlord and Tenant the
arbitrator judges to be more accurate. The arbitrator
shall notify Landlord and Tenant of its decision,
which shall be final and binding. If the arbitrator
believes that expert advice would materially assist
him, the arbitrator may retain one or more qualified
persons to provide expert advice. The fees of the
arbitrator and the expenses of the arbitration
proceeding, including the fees of any expert
witnesses retained by the arbitrator, shall be paid
by the party whose estimate is not selected. Each
party shall pay the fees of its respective counsel
and the fees of any witness called by that party.

D. Tenant's option to extend this Lease is subject to the conditions
that: (i) on the date that Tenant delivers its binding notice exercising an
option to extend, Tenant is not in default under this Lease after the expiration
of any applicable notice and cure periods, and (ii) Tenant shall not have
assigned the Lease, or sublet any portion of the Premises under a sublease (as
permitted without Landlord's consent as provided for in Section 17.G), which is
effective at any time during the final twelve (12) months of the initial Term or
the First Renewal Term, as applicable.

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APPENDIX H

RIGHT OF FIRST OFFER TO LEASE

RIGHT OF FIRST OFFER. Subject to Subsection B below, and subject to any
expansion or renewal options of any current tenant in the Building (a "Prior
Tenant"), or the right of Landlord to extend the Lease of any current tenant in
the Building, Landlord hereby grants to Tenant for the term of the Lease a right
of first offer to lease any available space in the Building (collectively, the
"ROFO Space" including space presently occupied by the University of Phoenix,
when that space becomes available), to be exercised in accordance with
Subsection A below.

A. If and when any ROFO Space becomes available for lease to anyone
other than a Prior Tenant, Landlord shall so notify Tenant ("Landlord's ROFO
Notice") identifying the available ROFO Space (the "Subject ROFO Space").
Landlord's ROFO Notice may be given in advance of such availability and shall
contain the terms upon which Landlord intends to offer the Subject ROFO Space
for lease to the market. Tenant shall notify Landlord within ten (10) days of
receipt of Landlord's ROFO Notice whether it desires to lease the Subject ROFO
Space on the terms set forth in Landlord's ROFO Notice. If Tenant does not
notify Landlord within said 10-day period that it will lease the Subject ROFO
Space, Tenant shall be deemed to have refused the Subject ROFO Space. After any
refusal, Tenant shall have no further right of first offer for such Subject ROFO
Space and Landlord shall be free to lease such space to any party for any term
and upon any terms it desires. Provided, however, that Landlord will not lease
the ROFO space to any other tenant on economic terms which are materially more
favorable to such other tenant without again making the space available to
Tenant. As used herein, "materially more favorable" shall mean essential
economic terms which are more favorable to other tenant by at least 5%. If
Tenant exercises its right of first offer with respect to the Subject ROFO
Space, such space shall be added to the Premises for all purposes of this lease
for the remaining Term of the Lease on (a) the terms specified in Landlord's
ROFO Notice, and (b) the terms of this Lease to the extent that they do not
conflict with the terms specified in Landlord's ROFO Notice, except that the
terms of Landlord's ROFO Notice shall not apply during any Renewal Term, and
instead, the terms of the Lease applying to the remainder of the Premises during
the Renewal Term shall also apply to the Subject ROFO Space.

B. Tenant's right of first offer is subject to the conditions that: (i)
on the date that Tenant delivers its notice exercising its right of first offer,
Tenant is not in default under this Lease after the expiration of any applicable
notice and cure periods, and (ii) Tenant shall not have assigned the Lease, or
sublet any portion of the Premises under a sublease which is in effect at any
time during the period commencing with Tenant's delivery of its notice and
ending on the date the ROFO Space is added to the Premises.

C. Promptly after Tenant's exercise of its right of first offer,
Landlord shall deliver to Tenant an amendment to the Lease to reflect changes in
the Premises, Base Rent, Tenant's Proportionate Share and any other appropriate
terms changed by the addition of the ROFO Space. Within 15 days thereafter,
Tenant shall execute and return the amendment and Landlord shall promptly
execute the amendment and return it to Tenant. Tenant's failure to execute and
return the amendment to Landlord shall entitle Landlord to terminate this ROFO
upon written notice to Tenant, at Landlord's election.

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APPENDIX I

RIGHT OF FIRST OFFER TO PURCHASE

RIGHT OF FIRST OFFER. Provided that (a) the Lease shall be in full
force and effect, (b) Tenant, shall not be in default under the Lease beyond any
applicable cure period, and (c) Buyer shall not have assigned its interest in
the Lease or sublet any portion of the Premises, except to permitted
subsidiaries or affiliates as provided in Section 17.G. Landlord agrees that if
Landlord desires to sell the Project separately from any other project then
owned by Landlord, Tenant shall have the right of first offer to purchase the
Project ("Right of First Offer"), in accordance with the terms hereof.
Notwithstanding any other term or provision hereof, Tenant's Right of First
Offer shall terminate upon the Termination Date, including any extensions or
renewals thereof or any earlier termination of this Lease.

(i) Landlord shall give Tenant written notice of Landlord's desire to
sell the Project (the "First Offer Notice"), which notice shall include the
purchase price and essential business terms upon which Landlord is willing to
sell the Project. Tenant shall have ten (10) business days following the
effective date of the First Offer Notice within which to accept, by written
notice to Landlord, the terms contained therein.

(ii) Time is of the essence hereof. If Tenant fails for any reason to
respond to the First Offer Notice within such ten business days, the terms
contained in the First Offer Notice shall be deemed rejected. If Tenant rejects
the terms of the First Offer Notice, Landlord shall be entitled to sell the
Project to any third party upon any terms and conditions Landlord deems
acceptable in its sole discretion; provided, however, that Landlord shall not
sell the Project on economic terms which are materially more favorable than
those set forth in the First Offer Notice without again offering the Project to
Buyer, in accordance with the terms hereof.

(iii) Notwithstanding the remaining terms hereof, the Right of First
Offer contained in this paragraph shall not apply in the case of any sale,
transfer, or conveyance of the Project to any parent, subsidiary, successor by
merger or reorganization, or affiliate of the Seller; provided, however, that in
any such instance, the transferee shall take the Project subject to the
remaining terms hereof. As used herein, "affiliate" shall mean a person or
entity controlling, controlled by, or under common control with Seller.

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APPENDIX J

NAMING RIGHTS

NAMING RIGHTS. Landlord will change the name of the Project to
" [TBD] " provided that each of the following have been satisfied or continue
to exist at the time of the requested name change by Tenant:

(i) The Letter of Credit required by Section 20 has been released by
Landlord;

(ii) Tenant has not been in default under this Lease beyond any
applicable cure period;

(iii) Tenant continues to occupy all of the Premises and has not
subleased any of the Premises to any third party other than to a subsidiary or
affiliated company as described in Section _____; and

(iv) [Other conditions]

If any of the conditions in (ii), (iii) or (iv) above no longer
continue to exist, Landlord shall have the right to change the name of the
Project and to replace all signs with a new name in Landlord's sole discretion.
The cost of removal of the signs bearing the [TBD] name and the replacement of
those signs with new signs shall be performed by Landlord provided that all
costs and expenses thereof shall be paid by Tenant upon demand by Landlord.

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APPENDIX K

JANITORIAL SERVICE

Landlord shall furnish janitorial service as described below:

DAILY

1. Sweep, dry mop (using treated mops), or vacuum all floor areas (moving
light furniture) of resilient wood or carpet, remove matter such as gum
and tar which has adhered to the floor.

2. Empty and damp wipe all ashtrays and waste baskets and remove all
trash.

3. Dust all horizontal surfaces with treated dust cloth, including
furniture, files, equipment, blinds, and louvers that can be reached
without a ladder.

4. Spot wash to remove smudges, marks, fingerprints from such areas as
walls, equipment, doors, partitions and light switches within reach.

5. Wash and disinfect water fountains and water coolers.

6. Damp mop all non-resilient floors such as concrete, terrazzo and
ceramic tile.

7. Empty all waste containers.

8. Dust and rub down elevator doors, walls, and metal work in elevator
cabs.

TOILET ROOMS

1. Clean mirrors, soap dispensers, shelves, wash basins, exposed plumbing,
dispenser and disposal container exteriors using detergent disinfectant
and water. Damp wipe all ledges, toilet stalls and doors, spot clean
light switchers, doors and walls.

2. Clean toilets and urinals with detergent disinfectant, beginning with
seats and working down. Pour one once of bowl cleaner into urinal after
cleaning and do not flush.

3. Furnish and refill all soap, toilet, sanitary napkin and towel
dispensers.

4. Clean all baseboards.

5. Damp mop floors using detergent disinfectant.

WEEKLY

1. Wash all directory board, display, entry door and side light glass as
necessary.

2. Spot clean carpet stains.

3. Spot wash interior partition glass and door glass to remove all smudge
marks and finger marks from doors, partitions, woodwork, window ledges
and window mullions.

MONTHLY

1. Sweep stairwells and landings.

2. Wash all uncarpeted areas.

3. High dust all horizontal and vertical surfaces not reached in nightly
cleaning, such as pipes, light fixtures, door frames, picture frames
and other wall hangings.

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QUARTERLY

1. Vacuum all ceilings and wall air supply and exhaust diffusers or
grills.

2. Wash all stairwell landings and treads.

3. Clean exterior windows of the building, weather permitting.

4. Scrub, was and buff all tile areas.

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APPENDIX L

EXCLUSIVE PARKING STALL LOCATIONS

L-1

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED FINANCIAL STATEMENTS FOUND IN OUR QUARTERLY REPORT ON FORM 10-Q FOR
THE THREE MONTHS ENDED MARCH 31, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 7,210,000
<SECURITIES> 5,470,000
<RECEIVABLES> 2,766,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,433,000
<PP&E> 4,712,000
<DEPRECIATION> (821,000)
<TOTAL-ASSETS> 21,384,000
<CURRENT-LIABILITIES> 7,084,000
<BONDS> 0
31,601,000
910,000
<COMMON> 10,327,000
<OTHER-SE> (28,695,000)
<TOTAL-LIABILITY-AND-EQUITY> 21,384,000
<SALES> 3,255,000
<TOTAL-REVENUES> 3,255,000
<CGS> 2,937,000
<TOTAL-COSTS> 8,143,000
<OTHER-EXPENSES> (213,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,000
<INCOME-PRETAX> (7,612,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,612,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,612,000)
<EPS-BASIC> (1.00)
<EPS-DILUTED> (1.00)

</TABLE>