DIGITAL INSIGHT CORP
LETTER DATED 9/11/00 -- JOE MCDONIEL
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<TYPE>EX-10.5
<SEQUENCE>10
<FILENAME>0010.txt
<DESCRIPTION>LETTER DATED 9/11/00 -- JOE MCDONIEL
<TEXT>

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                                                                    EXHIBIT 10.5

                         [DIGITAL INSIGHT LETTERHEAD]


9/11/00

Joe McDoniel
6277 White Swan Lane
Ann Arbor, MI  48108

Dear Joe:

Digital Insight is pleased to offer you a position as Senior Vice President,
Operations. Your date of hire will be 9/14/00. In this capacity you will report
to John Dorman, President and CEO. You will be classified as an exempt, full
time employee and your starting salary will be $210,000 per year. You will
participate in a Management Incentive Program that will allow you to earn up to
50% of your annual salary. For fiscal year 2000, you will receive a guaranteed
amount of $105,000 to be paid by 3/15/01. You will also receive temporary
housing assistance through 12/31/01, not to exceed $3,000 per month. In the
event that you relocate from Michigan to California, the company will agree to
pay for reasonable and customary moving expenses. On your date of hire, you will
be granted a stock option to purchase 155,000 shares of Digital Insight Common
Stock. The exercise price for the grant will be the fair market value on your
date of hire which is equal to the Nasdaq closing price of our stock on the
previous trading day. The shares underlying the option will vest over a 48 month
period with 25% vesting on the 12th month and 1/48th of the total grant vesting
monthly thereafter. The stock option is subject to the terms and conditions of
our stock option plan and will be documented separately by our standard stock
option agreement. In the event of a change in control of the Company, 50% of the
remaining unvested shares underlying your option as of that date will be
immediately vested. These documents will be provided from our third party
administrator approximately 90 days from the date of hire. You will also be
eligible for a follow-on grant in February of 2001.

As a condition of your employment with Digital Insight, you will be required to
sign an employee Nondisclosure Agreement and provide proof of eligibility to
work in the United States. Employment is also conditioned upon satisfactory
results on a background investigation.

For clarification and the protection of both you and the company, this letter
represents the sole agreement between you and Digital Insight. It constitutes
and expresses the entire agreement regarding your employment. Any previous
promises, representations or understanding relative to any terms and conditions
are not to be considered as part of this offer unless expressed here in writing.
It is understood that employment is at the mutual consent of the employee and
the company. Accordingly, either the employee or the company can terminate the
employment relationship at will, at any time, with or without cause or advance
notice, and without further obligation.

You will be eligible to receive company benefits enjoyed by all Digital Insight
employees, including paid holidays and paid days off in accordance with the
eligibility terms and conditions of these programs. These programs will be
reviewed with you in detail during your new hire orientation.

To accept this offer, please sign this letter below and return it to me via fax
at (818) 871-0834.

As you know Digital Insight is a growing company with a bright future. I am
delighted to extend this offer to you. We all look forward to having you on
board at Digital Insight.

Best regards,                                Acceptance:
/s/Dawn M. Batey                             /s/Joe McDoniel
--------------------------------             --------------------------------
Dawn M. Batey

Director of Human Resources                  Date  September 11, 2000
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