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MCLEAN, Va., November 9, 2001

Online Resources Corp. (Nasdaq: ORCC), a leading outsourcer of e-financial services, today announced the conversion of $1 million of its convertible debt into equity. As a result, the Company expects no further need in the next twelve months for additional equity to comply specifically with the net tangible asset requirement for continued listing on Nasdaq's National Market.

The conversion price for $1 million of convertible subordinated notes due 2005 was reset for this transaction to $3.05 per share, versus the $4.00 conversion price that otherwise would have existed under the notes. This change resulted in 77,869 additional shares, and a total issuance of 327,869 shares. Total shares outstanding for the Company now stand at approximately 13 million. Closing price for Online Resources shares on the November 2, 2001 date of the transaction was $2.25 per share.

The transaction will result in a $1 million net increase in the Company's shareholder equity. The Company will account for the transaction in conformance with accounting rules covering induced conversion of convertible debt. The net shareholder equity increase consists of $1.18 million of common stock and additional paid in capital, offset by a $177,500 non-cash debt conversion expense charged to fourth quarter 2001 earnings. There is no impact on the Company's cash position as a result of the transaction and $13 million of debt remains from the Company's original debt issuance in 2000 of $20 million.

About Online Resources
Online Resources (Nasdaq:ORCC - www.orcc.com) is a leading outsourcer of e-financial services, with over 500 bank and credit union clients. The company's comprehensive QuotienSM suite of services provides Internet banking, electronic bill payment-presentment, and other consumer and small business e-finance applications. The company performs 24x7 customer care and consumer marketing services, giving clients the benefit of a single, integrated solution, backed by a unique end-to-end service guarantee and real-time transaction capabilities. Online Resources processes over 60 million transactions annually, including $3 billion in consumer bill payments.

This news release contains statements about future events and expectations, which are "forward-looking statements." Any statement in this release that is not a statement of historical fact may be deemed to be a forward-looking statement. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Specifically factors that might cause such a difference include, but are not limited to: the company's history of losses and anticipation of future losses; the company's dependence on the marketing efforts of third parties; the potential fluctuations in the company's operating results; the company's potential need for additional capital; the company's potential inability to expand the company's services and related products in the event of substantial increases in demand for these services and related products; the company's competition; the company's ability to attract and retain skilled personnel; the company's reliance on the company's patents and other intellectual property; the early stage of market adoption of the services it offers; consolidation of the banking and financial services industry; and those risks and uncertainties discussed in filings made by the company with the Securities and Exchange Commission, including those risks and uncertainties contained under the heading "Risk Factors" in the company's Form 10-K, latest 10-Q, and S-3 as filed with the Securities and Exchange Commission. These factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements.