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Sample Business Contracts

Enterprise Network Service Master Agreement - Cavion Technologies Inc. and Convergent Communications

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CONVERGENT
COMMUNICATIONS


                ENTERPRISE NETWORK SERVICE MASTER AGREEMENT


PROPRIETARY INFORMATION                Agreement Number-----------------


                           CUSTOMER INFORMATION

(Customer Legal Name)                (Effective Date)
Cavion Technologies, Inc.,
a Colorado corporation
doing business as cavion.com         October 22, 1999

(Billing Address [Street,
  Building, Floor, Room])            (City, State and Zip Code)
7475 Dakin Street, Suite 607         Denver, CO 80221-6920

(Billing Contact)                    (Telephone,    Facsimile,     E-Mail,
                                     Pager)
     Heather Knop                    303.412.3167  hknop@cavion.com
                                     303.657.8210  fax

(Primary Address [Street, Building,
  Floor, Room])                      (City, State and Zip Code)

     Same as above

(Contact Person - Technical and
 work direction)                     (Telephone,    Facsimile,     E-Mail,
                                     Pager)
     Chris Knauer                    303.412.3162  cknauer@cavion.com

(Primary Authorized Contact
 Person - Amendments)                (Telephone,    Facsimile,     E-Mail,
                                     Pager)
     Marshall Aster                  303.412.3182  master@cavion.com
     Dave Selina                     303.412.3165  dselina@cavion.com


SERVICE  FEES.   The  monthly Service Fee for purposes of  this  Agreement
shall  be  calculated  according to the Fees  Schedule,  and   payable  in
accordance with the Agreement Terms.

TERM.   The term of this Agreement shall begin on the Effective  Date  and
shall  continue  in  effect  for a period of five  (5)  year(s)  from  the
Commencement Date.  Both the "Effective Date" and the "Commencement  Date"
are defined in the Agreement Terms below.

Customer and Company shall initial below all applicable Schedules to  this
Agreement, the terms and conditions of which shall apply as of such date:

[x] -- ENS Equipment Schedule       [ ] -- Additional Equipment Schedule

[x] -- Maintenance/Managed
       Services Schedule            [x] -- Scope of Work Schedule

[ ] -- Telecommunications
       Schedule                     [ ] -- Guaranty

[ ] -- Wireless Schedule            [x] -- Certificate of Acceptance

[ ] -- Internet Services
       Schedule                     [x] -- Fees Schedule

[x] -- Network Response Plan
       Schedule

This  Agreement,  together with all Schedules attached hereto  (or  to  be
attached  at  a  later  date) is further subject to  the  Agreement  Terms
("Agreement Terms") attached hereto (collectively referred to hereafter as
the  "Agreement").   Customer and Company have  read  and  understand  the
Agreement  Terms and agree to be bound thereby.  This Agreement shall  not
be effective until signed and dated by a duly authorized representative of
Company and Customer.  The parties have executed this Agreement as of  the
last date shown below.

Company:                                Customer:
CONVERGENT COMMUNICATIONS               CAVION TECHNOLOGIES, INC.
SERVICES, INC.


By:-------------------------------      By:-----------------------------
                                            David J. Selina, President
Name:-----------------------------

Title:----------------------------

Date:------------------------------     Date:----------------------------





                              Agreement Terms


1.   SERVICES.  Beginning  on the Effective Date,  Company  shall  provide
     Customer  with the "Services" as described in this Agreement  and  as
     described  in  the schedules attached hereto (the "Schedules").   All
     such  Schedules shall be subject to the terms and conditions of  this
     Agreement and any terms or conditions printed on the Schedules.   The
     term  "Services", when used in a Schedule hereto, shall refer to  the
     services to be provided under that Schedule only.
2.   TERM.  The  term (the "Term") of this Agreement shall  begin  on  the
     Commencement Date. For purposes of this Agreement and each  Schedule,
     the "Commencement Date" shall be the first day of the month following
     the  month  in which the Effective Date occurs (unless the  Effective
     Date  is  the first day of a month, in which case the Effective  Date
     and  the  Commencement Date shall be the same.)  The Term  shall  end
     upon  expiration  or  termination by Company in accordance  with  the
     terms  hereof.  For purposes of this Agreement, the "Effective  Date"
     shall be the date referenced on the face of this Agreement, except to
     the  extent stated otherwise in a Schedule hereto.  Within  ten  (10)
     days  of  the  date  Company informs Customer  that  installation  is
     complete,  Customer  shall  execute the  Certificate  of  Acceptance,
     evidencing  Customer's acceptance of the equipment  described  in  an
     Equipment   Schedule  hereto  (the  "Equipment")   and   installation
     described in this Agreement.  In the event that Customer fails to  so
     deliver  the  executed Certificate of Acceptance,  Customer  will  be
     deemed  to  have accepted delivery and installation as complete  upon
     such  tenth day.  Customer acknowledges that no Services (except  the
     delivery  and installation of Equipment) shall be provided  hereunder
     or  in  connection  with  any amendment or  Schedule  until  Customer
     executes the Certificate of Acceptance.
3.   PAYMENT.  Payment of the Service Fee shall be made monthly in advance
     for  each month during the Term, beginning with the first payment  of
     the  Service  Fee  on  the  Effective Date  of  this  Agreement,  and
     continuing  on  the  first  day of each  month  thereafter.   If  the
     Effective  Date  is other than the first day of the  month,  Customer
     shall  make an initial payment in an amount equal to the Service  Fee
     divided  by  thirty (30), multiplied by the number of days  from  the
     Effective  Date  to  (but  not  including)  the  Commencement   Date.
     Whenever any payment by Customer is past due, Customer shall  pay  to
     Company,  as an additional fee, interest on the payment amount  until
     and  including the date payment is received, at the rate of 1.5%  per
     month  or  the  maximum  allowable  rate  of  interest  permitted  by
     applicable  law. Customer shall be liable for all costs  incurred  in
     collection  of  past  due  balances  including  but  not  limited  to
     collection  fees, reasonable attorneys' fees, filing fees  and  court
     costs.  Customer  agrees and acknowledges that all  payments  of  the
     Service  Fee,  at  Company's  option, shall  be  made  by  electronic
     transfer  from  Customer's  bank  account  to  Company  or  Company's
     designated  bank account and Customer, upon Company's request,  shall
     execute   all   documents  reasonably  necessary  to  authorize   and
     effectuate  such  means of payment. TIME IS OF  THE  ESSENCE  IN  THE
     PERFORMANCE OF ALL PAYMENT OBLIGATIONS BY CUSTOMER.  Subject  to  the
     Interruption or Unavailability of Service provision below, Customer's
     agreement  to  pay  Service  Fees hereunder  shall  be  absolute  and
     unconditional  and shall not be subject to any abatement,  reduction,
     set-off, defense, or counterclaim for any reason whatsoever.  Company
     reserves the right to require Customer to make a deposit, or  provide
     a letter of credit satisfactory to Company, in the event (i) Customer
     is  a  new account and has no credit history; (ii) Customer's account
     is  past  due  more  than twenty-nine (29) days; or,  (iii)  Customer
     indicates  an unwillingness or inability to pay.  In the  event  that
     Customer fails to provide Company with the required deposit or letter
     of  credit, Company shall have the right to terminate this  Agreement
     in accordance with the Default and Remedies provision below.
4.   AUTHORIZED  CONTACT  PERSON.  Customer has  designated  one  or  more
     Contact Person(s) above.  Likewise, Customer may have designated  one
     or  more  Contact  Person(s)  with respect  to  individual  Schedules
     attached hereto. The Technical Contact Person(s) shall be the  points
     of  contact for and shall provide all work direction to Company.  The
     Authorized Contact Person(s) shall also have the authority  described
     in  any writing executed by the parties, including without limitation
     the  authority  to  execute amendments to this Agreement  as  defined
     below.   If  during  the Term of this Agreement, Customer  wishes  to
     change  the  Contact  Person(s), Customer  shall  notify  Company  in
     writing  of  the  name, address, and telephone  numbers  of  the  new
     Contact Person(s).
5.   ACCESS  TO  PREMISES.  With respect to Services to  be  performed  on
     property  owned  by Customer, Customer represents  that  it  has  the
     authority  to allow and does grant Company the right of  ingress  and
     egress  over  Customer's real property and further grants  Company  a
     license  to  provide those Services described in any Schedule  issued
     hereunder  within the premises described therein.   With  respect  to
     Services  to  be  performed for Customer on  property  not  owned  by
     Customer, it shall be Customer's responsibility to secure, at its own
     cost, prior to the commencement of any Services, any necessary rights
     of   entry,  licenses,  permits  or other  permission  necessary  for
     Company  to provide Services.  Company shall not be liable for  delay
     in  performance  or nonperformance of any term or condition  of  this
     Agreement directly or indirectly resulting from Customer's denial  to
     Company  of full and free access to Customer's systems and components
     thereof,  or Customer's denial to Company of full and free access  to
     Customer's personnel or premises pursuant to this Agreement essential
     for completion of the Services.
6.   WARRANTIES AND LIMITATIONS OF LIABILITY
          6.1.  NEITHER  THE COMPANY NOR ITS ASSIGNS MAKES  ANY  WARRANTY,
          REPRESENTATION OR COVENANT, EXPRESS OR IMPLIED, AS TO ANY MATTER
          WHATSOEVER,  INCLUDING, BUT NOT LIMITED TO THE DESIGN,  QUALITY,
          CAPACITY  OR  CONDITION  OF  THE EQUIPMENT;  COMPLIANCE  OF  THE
          EQUIPMENT  WITH THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICATION
          OR AGREEMENT; OR PATENT OR COPYRIGHT OR LATENT DEFECTS.  NEITHER
          THE  COMPANY NOR THE ASSIGNS SHALL HAVE ANY LIABILITY WHATSOEVER
          FOR  THE  BREACH OF ANY REPRESENTATION OR WARRANTY MADE  BY  THE
          MANUFACTURERS  OF  THE EQUIPMENT.  EXCEPT AS EXPRESSLY  PROVIDED
          HEREIN, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR
          IMPLIED,  INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF  FITNESS
          FOR   A   PARTICULAR  PURPOSE  OR  USE,  OR  ANY   WARRANTY   OF
          MERCHANTABILITY WITH RESPECT TO SERVICES, EQUIPMENT OR  PRODUCTS
          FURNISHED HEREUNDER.
          6.2.  At  all times during this Agreement, Company will  perform
          the obligations expressed herein.  In the event that any item of
          Equipment is unable to correctly accept, process or display  the
          year 2000 and any following years (a "Year 2000 Issue"), Company
          shall contact the manufacturer of such Equipment in an effort to
          remedy  the  Year  2000  Issue and  shall  work  diligently  and
          continuously  until  the  remedy  is  achieved  to  the  maximum
          reasonable  extent.   Except  to the  extent  Company  fails  to
          perform    in    accordance   with   preceding   sentence    and
          notwithstanding the contrary, Company shall not  be  liable  for
          any  delay  in  performance or nonperformance  of  any  term  or
          condition  of  this  Agreement directly or indirectly  resulting
          from a Year 2000 Issue.
          6.3.  In no event shall either party be liable for any indirect,
          incidental,   special,   punitive,  or   consequential   damages
          whatsoever  arising out of or in connection with this Agreement,
          including, but not limited to, loss of profits, revenue, data or
          use,  incurred or suffered by either party or any  third  party,
          whether  in  an action in contract or tort, even  if  the  other
          party or any other person has been advised of the possibility of
          damages.
          6.4.  Company shall not be responsible for delay in  performance
          or  nonperformance of any term or condition of this Agreement or
          for  damage to any Equipment (except as expressly stated in  the
          Insurance  provision  below), resulting directly  or  indirectly
          from  causes  beyond its control, including, without limitation,
          neglect,   accident,   unreasonable   use,   or   servicing   or
          modification  of  the work by anyone other than  Company  or  an
          organization  certified  by Company (  "Force  Majeure  event").
          Company makes no claim that it can install or maintain any  item
          of  Equipment in a manner to prevent unauthorized intrusions  of
          Customer's  systems  and,  therefore,  Company  shall  have   no
          liability   whatsoever,  in  connection  with  the  unauthorized
          intrusion  or  other  abuse  of any  item  of  Equipment,  other
          equipment or system.
          6.5.  EXCEPT FOR PERSONAL INJURY CAUSED BY COMPANY'S  NEGLIGENCE
          OR  WILLFUL MISCONDUCT, THE ENTIRE LIABILITY OF COMPANY AND  ITS
          AFFILIATES  AND  SUBSIDIARIES  AND  THEIR  OFFICERS,  DIRECTORS,
          EMPLOYEES,  AGENTS AND SUPPLIERS FOR ANY DAMAGE OR EXPENSE  FROM
          ANY  CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED THE TOTAL OF  ALL
          SERVICE FEE PAYMENTS MADE HEREUNDER.
7.   INDEMNIFICATION.   Customer hereby agrees to  indemnify,  defend  and
     hold  Company  harmless from and against any and  all  loss,  damage,
     cost,  expense  or  liability, including reasonable attorneys'  fees,
     (collectively called "Damages") to the extent arising from  the  acts
     or  omissions of Customer. Customer shall indemnify, defend and  hold
     Company  harmless from any and all Damages arising out of or  related
     to  (i)  Customer's  possession, use or  resale  of  any  product  or
     Equipment installed or owned by Company; and (ii) the use and content
     of any Services provided by Company.
8.   CONFIDENTIAL  INFORMATION.  Company and Customer  in  the  course  of
     their  negotiations and performance of this Agreement and  subsequent
     relationship  may  be  handling financial,  accounting,  statistical,
     personnel,  customer and other business data of Customer or  Company.
     During  the Term of this Agreement, Customer shall furnish to Company
     Customer's  audited financial statements for the most  recent  fiscal
     year  within  ninety  (90)  days  of fiscal  year-end  and  quarterly
     statements within forty-five (45) days of quarter-end. All such  data
     is  confidential, proprietary and the sole property  of  Customer  or
     Company, as the case may be, and shall not be deemed released to  the
     other party, in the public domain, or for any other reason deemed  to
     be usable by the other party in any form.  Company and Customer agree
     not  to  use,  disclose,  license  or  otherwise  transfer  any  such
     knowledge  relating  to the other party in any manner  except  as  is
     necessary to implement this Agreement.  Notwithstanding the forgoing,
     Company reserves the right to disclose Customer data for purposes  of
     financing  to  its Assigns, as defined below. Such  Assigns  will  be
     bound by a confidentiality agreement similar to this Paragraph before
     any data is disclosed.
9.   EMPLOYMENT RECRUITMENT.  Customer acknowledges that Company  provides
     a  valuable service by identifying and assigning personnel to provide
     Services to Customer. Customer further acknowledges that the Customer
     would  receive  substantial additional value  and  Company  would  be
     deprived of the benefits of Company's work force, if Customer were to
     directly hire Company's personnel after they have been introduced  to
     Customer.   As  such, Customer shall not, without the  prior  written
     consent of Company, recruit or hire any personnel of Company who  are
     or  have  been assigned to perform services during the Term  of  this
     Agreement  and until one year after the expiration of this Agreement.
     In  the event that Customer breaches this Section, Customer shall pay
     Company  a  recruiting fee equal to two (2) times  the  total  annual
     compensation paid to Company's employee by Company.
10.  ASSIGNMENT. Neither party shall assign all or part of this  Agreement
     without  the  prior written consent of the other, which consent  will
     not   be  unreasonably  withheld  or  delayed.   NOTWITHSTANDING  THE
     FOREGOING, THE CUSTOMER AGREES THAT COMPANY MAY ASSIGN THIS AGREEMENT
     TO   CONVERGENT CAPITAL CORPORATION OR ANOTHER FINANCING ORGANIZATION
     ("ASSIGN(S)")  FOR  THE  PURPOSE OF FINANCING PROVIDED  THAT  COMPANY
     REMAINS  RESPONSIBLE FOR THE ULTIMATE PERFORMANCE OF ITS  OBLIGATIONS
     HEREUNDER.   IN  THE EVENT OF ANY SUCH ASSIGNMENT TO AN  ASSIGN,  THE
     CUSTOMER  SHALL  NOT  ASSERT  ANY DEFENSES  COUNTERCLAIM  OR  SET-OFF
     AGAINST  THE  ASSIGN.   Any  such  assignment  shall  be  subject  to
     Customer's  right  to possess and use the Equipment,  and  shall  not
     release  any of Company's obligations hereunder.  To the extent  that
     an  approved assignment by Customer occurs, the terms and  conditions
     of this Agreement shall be binding upon the successors and assigns of
     the parties hereto.
11.  INSURANCE.  Customer, at its own expense, shall insure the  Equipment
     at  full replacement cost against an Event of Loss (as defined in the
     Equipment  Schedule hereto, if any) and shall evidence such insurance
     by  providing Company with an insurance certificate within 10 days of
     the   Effective   Date  ("Insurance  Certificate").   The   Insurance
     Certificate  shall  be  issued  by an  insurance  carrier  reasonably
     acceptable  to Company and shall name the Company and its Assigns  as
     additional insured.  The proceeds of such insurance, if any, shall be
     used  at  Company's discretion to either: (i) pay for the replacement
     of the Equipment; or (ii) be applied to Customer's payment obligation
     hereunder.  If applied to Customer's payment obligation, the proceeds
     will  be  discounted at the then current yield of  the  one  year  US
     Treasury  Note  and applied to the most time-distant payments  first.
     The Insurance Certificate shall state that in the event the insurance
     coverage is reduced or canceled, then thirty (30) days prior  to  the
     effective date of such event, the insurer will inform Company and any
     Assigns  of such reduction or cancellation in writing.   In  addition
     to the coverage required above, additional minimum limits of coverage
     to  be  provided  by  Customer shall be:  (i)  $100,000/$300,000  for
     bodily injury; and (ii)  $100,000 for property damage.
12.  TAXES.   Customer agrees to promptly report, file, pay and  indemnify
     and  hold  Company harmless with respect to any and all  Taxes.   The
     term  "Taxes"  as used herein shall mean all taxes (including  sales,
     use,  excise,  personal property, ad valorem, stamp, documentary  and
     other   taxes),  and  all  other  governmental  fees,   charges   and
     assessments  (general  or special) due, assessed  or  levied  by  any
     foreign,  federal,  state,  county  or  local  government  or  taxing
     authority,  and any penalties, fines or interest thereon,  which  are
     imposed against, upon or relating to the Equipment or Services or the
     use,   registration,  rental,  shipment,  transportation,   delivery,
     ownership or operation thereof, and on or relating to the Service Fee
     hereunder,  but  shall  not include any taxes solely  based  upon  or
     measured  by the income of the Company.  Customer further  agrees  to
     pay  all  property taxes upon the Equipment during the Term and  will
     reimburse  Company  for  the taxes it pays  and  for  its  costs  for
     preparing,  reviewing and filing the personal property  tax  returns.
     Any tax returns filed by Customer shall show Company as the owner  of
     the   Equipment.   Customer's  Service  Fee  does  not  include   any
     applicable  sales, use or personal property tax.  If  any  taxes  are
     due, Customer agrees to pay the tax in addition to Customer's monthly
     Service Fee.
13.  UNIFORM  COMMERCIAL  CODE.  Customer shall  provide  to  Company  all
     instruments  and  assurances  deemed necessary  by  Company  for  the
     confirmation  or perfection of Company's rights hereunder.   Customer
     authorizes  Company or its Assign to file financing statements  (with
     respect  to  the Equipment) signed only by Company or the  Assign  or
     signed  by Company or the Assign on behalf of Customer, as Customer's
     attorney in fact. The parties acknowledge that this Agreement is  not
     intended to be a secured transaction, as defined by Article 9 of  the
     Uniform Commercial Code.  In the event that this Agreement is  deemed
     to  constitute  a  secured  transaction, Customer  acknowledges  that
     Customer  has  granted  to  Company or the  Assign,  concurrent  with
     execution  of this Agreement, a first priority security  interest  in
     the  Equipment and any additions, attachments, upgrades,  accessions,
     repairs,  modifications, replacements thereto and  proceeds  thereof,
     including  insurance proceeds, to secure Customer's  payment  of  the
     Service  Fee  and  all  other  payment  obligations  when  due,   and
     Customer's  performance of all of the terms and  conditions  of  this
     Agreement.   Customer agrees to reimburse Company  for  any  expenses
     incurred in preparing and filing such financing statements and  other
     related documentation costs.
14.  DEFAULT AND REMEDIES.
          14.1 If Customer  shall (i) fail to make payment within ten (10)
          days  after it becomes due, or breaches one or more of its other
          obligations hereunder without correcting the same within 30 days
          of  written  notice (or, where correction cannot be made  within
          such  30  day period, as soon after such notice as is reasonably
          possible  using  continuous and diligent efforts)  from  Company
          specifying the nature thereof, or (ii) shall apply for,  consent
          to  or  suffer the appointment of a receiver, trustee, custodian
          or  liquidator  of all or any substantial part  of  its  assets,
          (iii)  shall  make  a  general assignment for  the   benefit  of
          creditors,  or (iv) shall file a petition or answer seeking,  or
          admitting  or  shall  otherwise take  advantage  of  bankruptcy,
          reorganization or other relief under applicable bankruptcy  law,
          or  (v)  shall fail to be able to meet its current financial  or
          other  obligations  as  they  become  due  then  this  shall  be
          considered  by Company to be an "Event of Default".   Upon  such
          Event of Default, Company may thereupon terminate this Agreement
          by  giving  the  Customer  thirty (30) days  written  notice  of
          termination.   Notwithstanding  any  other  provision  of   this
          Agreement,  Company may terminate this Agreement upon  ten  (10)
          days  prior  written notice if the Customer fails or refuses  to
          pay Company in accordance with the provisions of this Agreement.
          14.2  Upon an Event of Default, Company shall have all  remedies
          available  to it under this Agreement, at law or in equity,  and
          all such remedies shall be cumulative.
          14.3  In  the  event Customer fails to cure a default  for  non-
          payment of amounts due under any payment schedule or invoice, in
          addition  to terminating this Agreement, Company may retain  all
          prepayments  and  recover  all  remaining  sums  due  under  all
          Schedules outstanding at the time of the default. In addition to
          any  other remedies available in law or equity, upon a  material
          Event  of  Default by Customer, Company will have the  right  to
          repossess  all  or  part of the Equipment,  notwithstanding  its
          attachment to real estate.  In such event, Company may  lawfully
          enter  upon  the  property of Customer during reasonable  hours,
          without   judicial  process,  to  retake  possession   of   such
          Equipment,  and may sell or lease such Equipment, continuing  to
          hold Customer responsible for the difference in the proceeds  of
          such sale (or lease) and any amounts due in connection with this
          Agreement.  However, Company's right of repossession is  subject
          to the transitional provisions described in Section 16.
15.  INTERRUPTION  OR  UNAVAILABILITY OF SERVICE.  If,  during  any  month
     within  the  Term,  the Services described in any Telecommunications,
     Wireless,  or  Internet Services Schedule are interrupted  or  become
     unavailable to Customer, due to no fault of Customer, a refund  of  a
     portion  of  the  monthly Service Fee will be  paid  to  Customer  by
     Company.  Payment  of  any refund under this provision  is  expressly
     conditioned upon Customer providing prompt notice of the interruption
     to  Company by telephone at the telephone number indicated herein and
     in writing within ten (10) days.  Any such refunds will be made on an
     annual  basis  within 30 days of each anniversary of the Commencement
     Date of the Agreement, and will be calculated in accordance with  the
     following:  (A) For telecommunications or wireless Services, a refund
     will   accrue   when  telecommunications  or  wireless   Service   is
     interrupted for any period lasting four (4) or more consecutive hours
     after  notice  from  Customer.  The amount of  the  refund  shall  be
     determined  by dividing the Customer's average monthly usage  charge,
     based  upon  the  applicable services and rates, by  1440,  and  then
     multiplying  the  result  by  the  number  of  one-half  (1/2)   hour
     increments, or major fraction thereof, of interruption, in excess  of
     the  initial four (4) hours.  (B) For Internet Services,  if  Company
     determines, in its reasonable commercial judgment, that (i) Company's
     network was unavailable for one (1) or more consecutive hours  during
     any  calendar month a refund equal to the pro-rated charges  for  (1)
     day's  Internet Services will accrue; or (ii) Company's  network  was
     unavailable  for  an aggregate of four (4) or more hours  during  any
     calendar  month a refund equal to the pro-rated charges for  one  (1)
     week's   Internet  Services  will  accrue.   Company  shall  not   be
     responsible  for, and no refund will be paid in the  event  that,  an
     interruption   or  unavailability  of  Service  is  caused   by   (i)
     Customer's,  or  any  other third party's misuse, neglect,  accident,
     unauthorized  modification,  or uses  in  violation  of  instructions
     furnished  by  Company  or  the manufacturer;  (ii)  the  failure  of
     facilities  or  equipment provided by Customer or  any  third  party;
     provided  that such failure is not caused by the gross negligence  or
     willful  misconduct  of Company; (iii) Company's  inability  to  gain
     access  to  Customer's  equipment  and  facilities;  (iv)  Customer's
     failure  to  release  the telecommunications,  wireless  or  Internet
     Service,   when  requested  by  Company,  to  perform   testing   and
     maintenance;  (v)  equipment for which the  serial  number  has  been
     removed  or  altered  or, (vi) a Force Majeure  event,  as  described
     herein.  Scheduled  maintenance  shall  not  be  deemed  to   be   an
     interruption  or unavailability of Company's network.   Likewise,  to
     the  extent  that any amount due under this Agreement is unpaid,  any
     refund  accrued and payable by Company shall be applied to  any  such
     unpaid  balance,  with any remainder being paid  to  Customer.   This
     Section  states  Company's sole obligation and  Customer's  exclusive
     remedy for any unavailability of Company's network.
16.  TERMINATION.  This Agreement may be terminated by either party at the
     end  of  the Term or any renewal term thereof provided written notice
     of  termination is given, at least ninety (90) and not more than one-
     hundred twenty (120) days, before the end of the Term.  If notice  of
     termination  is  not  given or if the Equipment is  not  returned  to
     Company  as  notified, the Term of the Agreement  shall  be  extended
     month-to-month  on  the same terms and conditions.   Thereafter,  the
     Agreement  may  be  terminated by either party  at  the  end  of  any
     calendar month by giving the other party six (6) months prior written
     notice.
17.  RETURN  OF THE EQUIPMENT. At the end of the Term, Customer agrees  to
     immediately  return the Equipment, in condition as good as  received,
     less normal wear and tear, to such place within the United States  as
     Company  designates.  The Equipment shall at Customer's sole  expense
     be   properly  crated  and  shipped,  by  such  reasonable  means  as
     designated by Company, freight prepaid and properly insured.
18.  NOTICES.   Notification of either party to this  Agreement  shall  be
     effective upon receipt, or refusal of delivery, when deposited in the
     United  States  Mail, first class mail, certified or  return  receipt
     requested,  postage prepaid, or when sent by a nationally  recognized
     overnight delivery service, to (for Customer) the addresses set forth
     above  or  (for  Company)  400  Inverness  Drive  South,  Suite  400,
     Englewood, Colorado 80112, Attn:  Contracts Administration,  or  such
     other address provided for such purposes by either party.
19.  MODIFICATIONS.  This Agreement may be modified or amended only  by  a
     written  amendment  or additional Schedules specifically  referencing
     this  Agreement by number, date, title and parties and executed by  a
     person  authorized to execute agreements on behalf  of  Customer  and
     Company.   Notwithstanding  the  foregoing,  Customer  has  delegated
     authority  to  Customer's Authorized Contact Person to  execute  such
     amendments  and subsequent Schedules, provided that any  such  single
     document  shall  not involve an increase in the monthly  Service  Fee
     greater  than 10% of the original Service Fee.  Any such modification
     shall be effective as of the Effective Date applicable thereto.
20.  APPLICABLE  LAW.   This Agreement shall be governed  and  interpreted
     according to the laws of the State of Colorado.
21.  SURVIVAL OF PROVISIONS.  The parties agree that Section 6, 7,  8,  9,
     12, 13, and 18 shall survive termination of this Agreement.
22.  COUNTERPARTS.    This  Agreement  is  the  only  original   Agreement
     assignable for purposes of financing or pledging the assets described
     hereunder.
23.  COMPLIANCE  WITH APPLICABLE LAWS.  Each party agrees to  comply  with
     all  laws, rules and regulations applicable to the performance of its
     obligations  hereunder.   Without  limiting  the  generality  of  the
     foregoing,  the Customer will have responsibility for ensuring  that,
     except  in  respect  to  work  performed  hereunder  by  Company,  or
     Company's  subcontractors or agents, the premises meet all applicable
     codes  or  other  laws.  Customer  agrees  to  promptly  correct  any
     noncompliance  with  applicable  codes  and  other   laws   if   such
     noncompliance in any way prevents Company from performing under  this
     Agreement.
24.  FINAL AGREEMENT. In the event that there are any conflicting terms or
     conditions  between  Agreement Terms  and  the  Schedule  Terms,  the
     Schedule  Terms shall control.  Likewise, in the event that  Customer
     submits a purchase order for any Services or Equipment to be provided
     by  Company,  Company  shall not be bound by  any  of  the  terms  or
     conditions  printed  on  the  purchase  order  and  such  terms   and
     conditions  shall  be null and void.  Any purchase  orders  shall  be
     governed  by  the  terms  and conditions of this  Agreement  and  any
     Schedule(s), as applicable.  In the event any provision contained  in
     this  Agreement  is  for any reason held to be unenforceable  in  any
     respect,  such unenforceability shall not affect any other  provision
     of  this Agreement, and the Agreement shall be then construed  as  if
     such an unenforceable provision or provisions had never been included
     in  this Agreement.  The failure of either party to enforce or insist
     upon  compliance  with  any  of  the terms  and  conditions  of  this
     Agreement, the waiver of any term or condition of this Agreement,  or
     the  granting of an extension of the time for performance, shall  not
     constitute an Agreement to waive such terms with respect to any other
     occurrences.   This  Agreement, together with any Schedules  attached
     hereto,  or  to  be  attached in the future, or  Amendments  attached
     hereto,  sets  forth  the entire understanding  of  the  parties  and
     supersedes   any   and   all   prior  agreements,   arrangements   or
     understandings related to the Services described herein and  therein,
     and  no representation, promise, inducement or statement of intention
     has  been made by either party which is not embodied herein.  Company
     shall  not  be  bound  by any agents' or employees'  representations,
     promises or inducements not set forth herein.









CONVERGENT
COMMUNICATIONS


                                                  Master Agreement No. -

                                                  Schedule No. F - 001


                               FEES SCHEDULE


Customer Legal Name:     Cavion Technologies, Inc.


Company  shall  issue monthly itemized invoices for (a) Services  rendered
under  this  Agreement, (b) equipment purchased by Customer  from  Company
under  this Agreement but not included in the Equipment described  herein,
and (c) any services rendered by Company on a time and materials basis, as
described herein.

The   monthly  Service  Fee  includes  Customer's  use  of  the  Equipment
provisioned  by  Company under this Agreement, all  Equipment  management,
monitoring,  maintenance  and  support, and all  network  connectivity  to
Customer's  clients and data centers provisioned by Company and  described
in  the  Agreement, and any Schedules thereto,  , and  will  vary  to  the
extent  that additional Equipment or Services may be added to the Services
after  the Effective Date. The fees for Services as of the Effective  Date
are calculated as follows:

               $6,155.28  per month for use of Equipment.
               $5,000.00  per month for support.
               $1,440.00  per month for DS-3 circuit to Customer's
                --------    Denver data center with monitoring.
              $12,595.28  total monthly Service Fee

Each  additional circuit will be priced as follows (subject to  adjustment
as described below) and added to the monthly Service Fee:

                          $1,285.00 per month for each 1.536K frame  relay
                          connection with monitoring.
                          $1,060.00 per month for each 1.024K frame  relay
                          connection with monitoring.
                          $890.00    per  month for each 768K frame  relay
                          connection with monitoring.
                          $740.00    per  month for each 512K frame  relay
                          connection with monitoring.
                          $625.00    per month for each  384K frame  relay
                          connection with monitoring.
                          $490.00    per  month for each 256K frame  relay
                          connection with monitoring.
                          $410.00    per  month for each 128k frame  relay
                          connection with monitoring
                          $360.00    per  month for each 128k frame  relay
                          connections without monitoring
                          $125.00    per  month for each 56k  frame  relay
                          connection with or without monitoring

The  monthly Service Fee includes the required frame relay connection  and
local loop charge. Monitoring is optional, but will affect the Services as
described in the Scope of Work Schedule(s). No installation charges  shall
apply  under  this Agreement. No other non-recurring charges shall  apply,
except for equipment purchased and not included as Equipment hereunder and
services rendered on a time and materials basis, as described herein.

Pricing  for  future  DS-3 circuits, T1, ISDN, DSL, and  dial-up  will  be
negotiated on an as-needed basis.

Company  agrees that the above rates for circuits will be evaluated  every
six (6) months during the Term and adjusted downward to reflect changes in
market pricing for bandwidth.

If  Company files a tariff with an appropriate regulatory agency  that  is
inconsistent  with  the  terms  of this Agreement,  this  Agreement  shall
control  with respect to existing Services, unless applicable law dictates
that the tariff terms control.

                               *Adtran  equipment listed below is required
                         at the client site to enable monitoring
                         (OVER 56K)
                    -    Adtran TSU IQ
                    -    Adtran ESP Adtran Ethernet Card
                         (56K AND UNDER)
                    -    Adtran DSU IQ
                    -    Adtran ESP Adtran Ethernet Card





CONVERGENT
COMMUNICATIONS


                                                  Master Agreement No. -

                                                  Schedule No. E - 001


                          ENS EQUIPMENT SCHEDULE


Customer Legal Name:     Cavion Technologies, Inc.

1.   EQUIPMENT.   The  equipment  and  other  products  listed  below  are
     referred  to  herein  as the "Equipment" and  shall  be  provided  by
     Company hereunder.
2.   TITLE TO AND LOCATION OF EQUIPMENT.
          2.1.  Title to each item of Equipment shall remain with  Company
          or  its  Assigns at all times and, except as specifically stated
          in  this  Agreement,  Customer shall have  no  right,  title  or
          interest  therein.   Customer, at its  expense,  will  keep  the
          Equipment free and clear of all claims, liens, and encumbrances,
          other than those which result from acts of Company, and will, at
          all  times,  protect  and  defend, at Customer's  own  cost  and
          expense,  the  title  of the Company or  its  Assigns  from  and
          against  all  claims, liens and legal processes of creditors  of
          the  Customer.  All items of Equipment shall at all times remain
          personal property notwithstanding that any such Equipment may be
          affixed  to realty. Company may supply labels, plates  or  other
          markings signifying that Company is owner of the Equipment which
          Company may attach on the Equipment.
          2.2.  The Equipment shall be delivered to the location specified
          herein  and  shall not be relocated, displaced or moved  without
          Company's  prior written consent.  Customer shall  in  no  event
          permit any Equipment to be removed outside the United States.
          2.3.  COMPANY HAS NO RIGHTS IN OR TO ANY SOFTWARE, AND NO  TITLE
          OR  OWNERSHIP  INTEREST  IN SOFTWARE  SHALL  BE  TRANSFERRED  TO
          CUSTOMER,  NOTWITHSTANDING CUSTOMER'S EXERCISE  OF  ANY  RENEWAL
          OPTIONS  HEREUNDER.  COMPANY HAS NO OBLIGATION WITH  RESPECT  TO
          SOFTWARE  OR  SERVICES RELATED THERETO, WHETHER OR  NOT  COMPANY
          FINANCES  THE  FEES  THEREFOR. IN  THE  EVENT  COMPANY  FINANCES
          SOFTWARE  OR SERVICES RELATED THERETO UNDER A SCHEDULE, CUSTOMER
          ACKNOWLEDGES THAT SUCH SOFTWARE OR SERVICES SHALL BE SUBJECT  TO
          ALL PROVISIONS OF THIS AGREEMENT AND THE SCHEDULE.
3.   USE OF EQUIPMENT & INSPECTION.  During the Term, Customer may possess
     and  use  the  Equipment  free and clear of any  claims  arising  by,
     through  or  under Company, provided that Customer is  in  compliance
     with  the terms of this Agreement. Company shall have the right, upon
     reasonable  prior  notice  to Customer and  during  regular  business
     hours, to inspect the Equipment.
4.   RISK OF LOSS.  If any item of Equipment is lost, stolen, destroyed or
     otherwise rendered permanently unfit or unavailable for use from  any
     cause whatsoever (in each case an "Event of Loss") after its delivery
     to Customer, Customer shall immediately notify Company.
5.   LOSS  OF ANTICIPATED TAX BENEFITS. Customer acknowledges that Company
     or  the  Assign  intends  to  claim all  available  tax  benefits  of
     ownership  with respect to the Equipment ("Tax Benefits"), including,
     but  not  limited to, cost recovery deductions as provided in Section
     168  of the Internal Revenue Code of 1986, as amended ("Code"),  with
     respect  to  each  item  of Equipment for each  of  the  Assign's  or
     Company's  taxable  years  during the  Term  and  any  Renewal  Term.
     Notwithstanding anything herein to the contrary, if  Company  or  the
     Assign,  as applicable, shall not be entitled to, or shall be subject
     to recapture of, the Tax Benefits as a result of any act, omission or
     misrepresentation  of  Customer,  or  because  the   transaction   is
     recategorized by a taxing authority, Customer shall pay to Company or
     the  Assign, as the case may be, upon demand an amount sufficient  to
     reimburse  Company  or  the Assign for such loss, together  with  any
     related  interest  and  penalties,  based  on  the  highest  marginal
     corporate  income  tax  rate prevailing at the  time  of  such  loss,
     regardless  of  whether Company or  the Assign or  any  member  of  a
     consolidated  group of which  the Assign is also  a  member  is  then
     subject  to  any  increase in tax as a result of  such  loss  of  Tax
     Benefits.


                           EQUIPMENT DESCRIPTION


Quantity  Manufacturer        Model     Description         Serial Number
-------------------------------------------------------------------------
                                                

SEE ATTACHMENT A FOR A COMPLETE LIST OF EQUIPMENT.

















This  Schedule is subject to the Master Agreement and the Agreement Terms,
as  defined  in  the  Master Agreement entered into between  Customer  and
Company,  as  if  fully  stated herein, and the  terms  of  this  Schedule
("Schedule Terms").  Customer has read and understands the Agreement Terms
and the Schedule Terms and agrees to be bound thereby.





CONVERGENT
COMMUNICATIONS


                                                  Master Agreement No. -

                                                  Schedule No. MS - 001


                 ENS MAINTENANCE/MANAGED SERVICES SCHEDULE


CUSTOMER LEGAL NAME:     CAVION TECHNOLOGIES, INC.

Service Level:      Standard            Extended            Expanded
                    Service  [ ]        Service  [ ]        Service  [x]

1.   COVERED  EQUIPMENT.  This Services described in this  Schedule  shall
     apply  to  the Equipment, as defined in the Equipment Schedule(s)  to
     the Agreement.
2.   SERVICE  LEVELS.  For purposes of this Agreement, the Service  Levels
     and  corresponding  Periods  of  Coverage  shall  be  categorized  as
     follows:
          (a)   STANDARD  BUSINESS HOURS:  The hours  between  8:00am  and
          5:00pm   local  time,  as  applicable,  Monday  through   Friday
          excluding Company's published holidays.
          (b)   EXTENDED  HOURS:  Standard Business Hours plus  the  hours
          between  6:00am and 8:00am, and 5:00pm to 10:00pm Monday through
          Friday,  and  8:00am  to 5:00pm on Saturday excluding  Company's
          published holidays.
          (c)   EXPANDED  HOURS:   24  hours/day,  7  days/week  including
          weekends and Company holidays.
3.   SERVICE  SCHEDULE.  Company shall use reasonable efforts to  dispatch
     qualified  technicians  to  the Equipment location  within  four  (4)
     hours,  twenty-four  (24) hours each day, seven (7)  days  each  week
     after  receiving notification of a major interruption of service  and
     all  remote  restoration attempts have been unsuccessful.   A  "major
     interruption of service" is defined as an Equipment outage of all  or
     a  substantial part (50% or main console) of the system.  All routine
     service  requests  will  normally be  responded  to  as  follows:  If
     Customer has selected Standard Service, on the next business day; and
     if  Customer  has selected Extended or Expanded Service, within  four
     (4)   hours   (during  the  periods  of  coverage)  after   receiving
     notification  of  the  service request.  Routine maintenance  service
     requested outside of the applicable Period of Coverage will be billed
     to  Customer in accordance with Company's then current Preferred Rate
     Table with a minimum of four (4) hours service charge.
4.   WORK  BY OTHERS.  If any maintenance or service work is performed  by
     others  during  the  period of this Schedule  without  prior  written
     consent of Company, or if Customer shall move the Equipment from  its
     installed  location  without the prior written  consent  of  Company,
     Customer  shall  pay,  immediately  upon  demand  from  Company,  any
     reasonable  amounts incurred by Company to bring the  Equipment  back
     into conformance with the Equipment specifications.  Likewise, except
     as  otherwise  specifically provided in the Agreement, Company  shall
     have  no  obligation to reimburse Customer for any  costs  associated
     with  any maintenance or service work performed by parties other than
     Company.
5.   SCOPE OF SERVICES.  Company's Services under this Schedule shall  not
     include  the repair or replacement of parts, nor the labor associated
     therewith,  required  due to (i) theft, loss, or  damaged  caused  by
     negligence,  tampering, misuse, abuse or a Force Majeure event;  (ii)
     repairs, maintenance, modifications, relocation or reinstallation  by
     anyone  other than Company or without Company supervision or  written
     approval;  (iii) the use of supplies other than those recommended  or
     industry  recognized  equivalents; (iv)  non-compatible  software  or
     service  required  on  software use; (v)  telephone  or  other  lines
     connecting to the Equipment; (vi) unusual shock or electrical damage,
     accident,  fire  or water damage, neglect, air conditioning  failure,
     humidity   control  failure,  a  corrosive  atmosphere   harmful   to
     electronic  circuitry, damage during transportation or  causes  other
     than from ordinary use; or (vii) failure by Customer to maintain  the
     site specifications recommended by Company.  If Services are required
     as  a result of any of the causes described above, such Services will
     be offered at Company's then current applicable rates. Likewise, this
     Agreement  shall  not include, unless otherwise specifically  stated,
     (a)  equipment  owned  or  operated outside the  United  States;  (b)
     expendable items including, but not limited to, paper ribbons, floppy
     disks,  print heads, toner cartridges, copier drums, batteries,  font
     cartridges,  filters,  print engines, and other  operating  supplies,
     telephone  headsets  and  consumable  items;  and  (c)  any  software
     including, but not limited to, application programs, network support,
     network  design,  databases,  files,  source  code,  object  code  or
     Customer's proprietary data, or any support, configuration,  upgrade,
     installation or reinstallation thereof.
6.   MODIFICATION OF EQUIPMENT. Company may, if deemed necessary, with  no
     additional charge to the Customer, make modifications to improve  the
     operation and/or reliability of the Equipment being serviced pursuant
     to   the  Agreement.   Should  the  Customer  not  allow  Company  to
     incorporate  such  modifications, the Equipment  may,  at   Company's
     option, be declared ineligible for Services hereunder.
7.   RELOCATION  OF EQUIPMENT. As part of the Services hereunder,  Company
     will  relocate Equipment within the same facility to a pre-wired  and
     active  location  which  has connectivity to  Company's  system.  Any
     additional  relocation  services provided by  Company  shall  not  be
     included  within  the Services, and shall be billed  to  Customer  in
     addition to the Service Fee in accordance with Company's then current
     Preferred  Rate  Table.   Customer shall not relocate  any  Equipment
     without Company's prior written approval and shall be responsible for
     any  loss  or damage to the Equipment during any relocation,  whether
     authorized or not.
8.   CUSTOMER'S  RESPONSIBILITIES.  Customer at its sole  expense,  shall:
     (i)  provide  appropriate electric current for any necessary  purpose
     with  suitable  outlets; (ii) provide suitable and easily  accessible
     floor  space, adjacent to where the Equipment will be serviced; (iii)
     provide  a  suitable  controlled environment for the  Equipment  with
     sufficient temperature and humidity controls for sensitive electronic
     equipment;  and  (iv) ensure the timely backup, removal,  protection,
     and  restoration, as applicable, of any programs, data and  removable
     storage  media  contained  in  the  Equipment  before  rendering  the
     Equipment  for  service and the restoration of  all  data  after  the
     completion of service.
9.   ADDITIONS  TO  EQUIPMENT.   If Customer desires  to  have  additional
     equipment  included as part of the  Equipment and covered within  the
     Services, Customer shall notify Company by written request.   Company
     may,  at  its  option,  inspect  any  such  additional  equipment  to
     determine  whether  or  not  it is in satisfactory  condition  to  be
     covered  under  this Agreement.  Company may, at its  option,  charge
     Customer  for  inspecting  any  item  of  proposed  Equipment   using
     Company's  then  current  Preferred  Rate  Table.   If  an  item   of
     additional  equipment  is  to be covered, Customer  shall  execute  a
     subsequent  Schedule, and the price for coverage shall be established
     at then current rates for such Services and added to the Service Fee.

This  Schedule is subject to the Master Agreement and the Agreement Terms,
as  defined  in  the  Master Agreement entered into between  Customer  and
Company,  as  if  fully  stated herein, and the  terms  of  this  Schedule
("Schedule Terms").  Customer has read and understands the Agreement Terms
and  the  Schedule  Terms and agrees to be bound thereby.   This  Schedule
shall  not  be  effective  until signed and dated  by  a  duly  authorized
representative of Company.





CONVERGENT
COMMUNICATIONS


                                                  Master Agreement No. -

                                                  Schedule No. SOW - 001


                        ENS SCOPE OF WORK SCHEDULE


CUSTOMER LEGAL NAME:     CAVION TECHNOLOGIES, INC.

SCOPE  OF  WORK.   In  addition  to those Services  described  under  each
independent Schedule to the Agreement, the items listed in this  Scope  of
Work shall be performed by Company in accordance with the Agreement.

1.   GENERAL.   Customer  is  building  a  secure  private  communications
     network  for  electronic  communications and  commerce  among  credit
     unions, their members, leagues, service organizations and vendors  of
     services to credit unions. The parties have agreed that Company  will
     provide connectivity, equipment, maintenance and related services for
     Customer's  network  on  the terms of the Agreement.  Although  these
     services  will  be  provided on a nonexclusive  basis,  the  parties'
     expectation is that Company will provide and manage Customer's entire
     network  infrastructure.  Subject to  the  terms  of  the  Agreement,
     Company  shall provide the Services, as defined in the Agreement  and
     modified  from  time  to time, to Customer and to Customer's  clients
     throughout the United States beginning on the Effective Date.

2.   CONNECTIVITY SERVICES. Company shall establish, maintain and  support
     network   connectivity  between  Customer's  network  and  Customer's
     clients  as  described below (collectively "Connectivity  Services"),
     including  the local loop circuit. Company shall contract with  local
     telecommunications carriers as needed for this purpose.
          2.1.  As  soon as practical after receiving Customer's  request,
          circuits  shall be provided based on the best option  available,
          i.e.  largest bandwidth for least cost, subject to the  client's
          choice  of  transport method. Customer shall provide  the  exact
          location of circuit connection, NPA and NXX of circuit location,
          local  contact information and required bandwidth. Company shall
          test  the  circuit  to  verify installation,  and  shall  inform
          Customer when installation is complete.
          2.2.  Company shall make all reasonable efforts to expedite  the
          local  carrier's installation process. For example, if the local
          carrier  misses  its published Standard Interval  Date  for  the
          return  of  Firm Order Commitment ("FOC") dates,  Company  shall
          make all reasonable efforts to escalate receipt of the FOC date.
          Company shall immediately notify Customer of this escalation and
          final receipt of the FOC date.
          2.3.  As  soon as practical after the Effective Date, Customer's
          existing  clients (identified in an Amendment to the  Agreement)
          shall  be  converted  to  Customer's  Company-owned  network  at
          Company's expense. Company shall inform Customer when conversion
          of each client is complete.

3.   DATA CENTER CIRCUITS.
          3.1. Company  shall  provide a DS-3 circuit to Customer's Denver
          data   center,  including  (a)  multiplex  capability,  allowing
          Customer  to  multiplex and demultiplex between the DS-3  signal
          level  and  the  DS-1 or lower signal level,  and  (b)  customer
          facing  access, allowing Customer to provide access to  DS-1  or
          lower portions of the circuit to other entities.
          3.2.  If  requested, Company  shall  provide a DS-3  circuit  to
          Customer's  future data centers, including multiplex  capability
          and including customer facing access if available.
          3.3.  Network  connectivity to Customer's future  data  centers,
          when  implemented,  shall include fail over capability  allowing
          Customer  to  reroute  traffic from a data  center  experiencing
          system disruption or outage to another data center in Customer's
          network.

4.   CONNECTIVITY  SUPPORT.  Company shall provide  telephone  and  onsite
     support to Customer for network connectivity issues, including NOC-to-
     NOC  coverage,  24  hours/day,  7 days/week  including  weekends  and
     Company  holidays.  However, it is acknowledged that  the  monitoring
     option  for a circuit requires the specified Adtran TSU/DSU  deployed
     at  the  remote (credit union) site.   Sites which lack the specified
     Adtran  TSU  will  not  be monitored, but will  be  supported  via  a
     reactive service support, where Customer personnel inform Company  of
     a failure at a particular site.  If non-Company provided or supported
     equipment is determined to be the cause of the failure, Company  will
     invoice  Customer for the service in accordance with  Company's  then
     current  Preferred  Rate Table. Customer shall be solely  responsible
     for providing training and support to its clients regarding their use
     of Customer's network and the Services.

5.   END USER TERMINATION.  Company shall suspend or terminate the network
     access  of  any  client  of  Customer  as  soon  as  practical  after
     Customer's  written request (including email), and in no event  later
     than 24 hours after request.

6.   TECHNOLOGICAL LEADERSHIP.
          6.1.  Company  shall  make commercially  reasonable  efforts  to
          improve the Services so as to remain technologically competitive
          with  industry leading providers, including in terms of  network
          availability, quality of service, monitoring, security, and data
          loss prevention and disaster recovery.
          6.2.  After  consultation  with  Customer,  Company  shall  make
          commercially  reasonable efforts to migrate  Customer's  network
          connectivity from frame relay to whatever transport  method  may
          become  more  desirable  given  technological  developments  and
          market   conditions.   Any   such   migration   shall   maintain
          compatibility  with  Customer's existing network  infrastructure
          and that of Customer's legacy clients.
          6.3.  Company shall make available to Customer any new  features
          and  functions  added  to the Services,  and  any  new  services
          offered  to its customers generally, on terms no less  favorable
          than those granted to any other customer.

7.   INSTALLATION  SERVICES.   Upon  Customer's  request,  Company   shall
     install  Equipment  and/or provide engineering  support  of  Customer
     installations,  during the standard business hours of Monday  through
     Friday,  8am to 5pm. Customer shall be invoiced for such services  in
     accordance  with Company's then current Preferred Rate  Table.  Where
     Company  installs  Equipment at a Customer data center,  Company  and
     Customer  shall  first agree to an implementation  schedule  for  the
     installation.

8.   MONITORING  AND  REPORTING.   In  addition  to  the  monitoring   and
     reporting  functions described in the Network Response Plan Schedule,
     Company  shall  provide the following monitoring  and  reporting  for
     Customer's network.
          8.1.  Company shall immediately notify Customer of any  circuit,
          server  or  system outage by telephone, or by any  other  method
          mutually agreed.
          8.2.  Company  shall provide Customer with read  access  to  all
          network monitoring systems used by Company to monitor Customer's
          network,  including SNMP network elements. No write  changes  to
          the  SNMP  elements  shall  be allowed  unless  agreed  upon  by
          Company's  Network  Operations  Center  and  Customer's  Network
          Operations Center.

9.   PROJECT  MANAGER.   Company  shall  assign  a  senior  employee  (the
     "Project  Manager") as the single point of contact  for  services  to
     Customer  under  this Agreement, and shall also  designate  a  second
     employee  with  a  substantially equivalent skill  set  for  back-up.
     Customer   shall  have the right to interview any candidate  for  the
     Project  Manager  position,  and to review  the  performance  of  the
     Project  Manager at any time. Any Project Manager shall  be  replaced
     upon   Customer's   reasonable  request.  In  addition   to   general
     responsibility  for the implementation of Company's  responsibilities
     under this Agreement, the Project Manager  shall:
          -      provide   status  information  as  needed   for   current
          installations, open trouble tickets, outages, and other  current
          issues affecting Customer's network.
          -    provide confirmation of order receipt, initiate the circuit
          design  and ordering process, and serve as the primary point  of
          communication for order status.
          -    proactively escalate overdue circuit orders.
          -    monitor and supervise all Company reports to Customer under
          this Service Schedule and the Network Response Plan Schedule.
          -     review  Company  billing statements before  submission  to
          Customer  for any discrepancies, and serve as the primary  point
          of communication for billing related questions.
          -     provide network designs upon Customer request, and support
          technical design questions from Customer.
          -    coordinate NOC-to-NOC coverage with Customer.
          -    provide any additional information relating to the Services
          and  Customer's  network  that would aid  Customer  in  business
          decisions.

10.  SOFTWARE SUPPORT.  Telephone (including Help Desk) and onsite support
     are   provided   for   Operating  System  and  Networking   Software.
     Application  Software support is not provided under  this  Agreement.
     Labor  for  all Operating System and Networking Software upgrades  is
     included  in  the  monthly Service Fee.  Labor  for  all  Application
     Software upgrades will be priced based on the Company's then  current
     Preferred  Rate  Table.  For purposes of this  Agreement,  "Operating
     System  and  Networking  Software" means network  operating  systems,
     workstation  operating  systems,  server  operating  systems,  email,
     network  browsers  and internet servers, as applicable;  "Application
     Software"  means  any end user software application,  including  word
     processors,  electronic  spreadsheet,  and  presentation   management
     software.

     Company  represents  that all Software provided under  the  Agreement
     will  be properly licensed copies and unmodified except to the extent
     disclosed  to  Customer in any future Schedule or  Amendment  to  the
     Agreement.

11.  COOPERATION  UPON TERMINATION. Upon termination of this Agreement  at
     any time, Company shall provide all reasonable assistance to Customer
     to  migrate any circuits and services provided hereunder to a carrier
     of  Customer's  choice.  Customer shall compensate Company  for  such
     assistance  on a time and materials basis, based upon Company's  then
     current  published labor rates, and in addition to any other  amounts
     due under this Agreement.  In the event of termination for Customer's
     default  under this Agreement, the fees in connection with  Company's
     transition assistance shall be estimated monthly and paid by Customer
     in advance, with any unearned amounts paid being refunded to Customer
     at  the conclusion of services.  Further, unless otherwise agreed  in
     writing,  Company's obligation of assistance in connection  with  the
     migration of Customer's circuits shall in no event exceed one hundred
     eighty  (180)  days following the effective date of termination.  The
     provisions of this section will survive termination of the  Agreement
     for  the  period  of time specified in this Section and  shall  apply
     notwithstanding  contrary  provisions  in  the  Agreement  (including
     without  limitation Sections 13.3 and 17 of the Agreement  Terms  and
     Section   3   of   the   Equipment  Schedule).   Customer's   Network
     Configurations  archived by Company under the Network  Response  Plan
     Schedule  shall  be provided  to Customer at any time  upon  request,
     including during the transition period described in this Section.

12.  SERVICE LEVEL AGREEMENTS.
           12.1.       In   addition  to  the  Service  Level   Agreements
           described  in the Network Response Plan Schedule, Company  will
           guarantee  Customer,  for each circuit  in  Customer's  network
           including mission critical devices, no less than 99.5%  "System
           Availability"   based  on  monthly  review  information   being
           addressed throughout the term of this Agreement.  For  purposes
           of   this   Agreement,   "System   Availability"   shall   mean
           availability of the PVC, Modem and 1 mb phone line,  and  shall
           also  include  proper routing of Internet Protocol connectivity
           between    client   sites   and   Customer's   data    centers.
           Functionality   includes  fault  resolution   and   performance
           management.
           12.2.      The parties agree that any scheduled maintenance  or
           other routine services which require network or Equipment down-
           time  to  perform  shall not be included in calculating  System
           Availability. Scheduled downtime shall not exceed  5  hours  in
           any  week.  Company shall make commercially reasonable  efforts
           to  give  Customer as much advance notice of scheduled downtime
           as  practical,  and  to  limit scheduled downtime  to  off-peak
           hours.
           12.3.      The  Monthly  Operations Council  shall  review  the
           Service  Level Agreements under this Agreement at  least  every
           six  months,  with the intention to modify such  Service  Level
           Agreements  as  needed  to  remain  competitive  with  industry
           leading   providers.   Any  modification   of   Service   Level
           Agreements shall require mutual agreement.

13.  INTERNAL  EQUIPMENT.   No  equipment other  than  the  Equipment  (as
     defined in the Equipment Schedule) is included in this ENS agreement.
     This  Agreement  does  NOT  include the replacement  of  any  network
     equipment  at the credit union (remote) site. As future  requirements
     are identified they will be added to the agreement via an amendment.

14.  TRENDING  AND ANALYSIS. Trending and Analysis for Customer's  network
     shall   be  performed  once  a  month  from  the  Company's  National
     Operations  Center. A Monthly Operations Council will  be  developed,
     comprised  of selected management leaders from the Customer  and  the
     Company.   This  Council will meet on a monthly basis to  review  and
     report  the  state  of this Agreement based on performance,  service,
     uptime, training, maintenance, support and staffing. An annual review
     will  be  conducted  following each anniversary of  the  Commencement
     Date.  Personnel of the Monthly Operations Council shall  include  at
     least:
                           -     from  Customer: vice president of network
                           services, director of customer care;
                           -     from  Company:   the Project  Manager,  a
                           senior  manager  from  Implementation,  and   a
                           senior manager from Network Operations.

15.  The  following client site equipment can be purchased by Customer for
     the below listed pricing from Company.








Quantity   Model              Manufacturer        Description      Price
-------------------------------------------------------------------------

                                                      
-          CISCO 1601         CISCO Ethernet/
                                Serial Router                     $1,185.
-          CAB-AC             CISCO Power Cord,
                                110V
-          S16RCP-12.0.5T     CISCO 1600 Series
                                IOS IP Plus                         $317.
-          MEM1600R-8U10D     CISCO 8MB to 10MB
                                DRAM Upgrade                        $197.
-          CAB-SS-V35MT       V.35 Cable, DTE Male
                                to Smart Serial,
                                10 Ft.                               $79.
TOTAL CISCO EQUIPMENT                                             $1,778.


EQUIPMENT REQUIRED FOR MONITORING OPTION
(OVER 56K)
-          Adtran TSU IQ      Adtran SNMP CSU                     $1,023.
-          Adtran ESP         Adtran Ethernet Card                $  132.
TOTAL ADTRAN EQUIPMENT FOR MONITORING                             $1,155.


(56K AND UNDER)
-          Adtran DSU IQ      Adtran SNMP CSU                       $590.
-          Adtran ESP         Adtran Ethernet Card                  $132.
TOTAL ADTRAN EQUIPMENT FOR MONITORING                               $722.



This  Schedule is subject to the Master Agreement and the Agreement Terms,
as  defined  in  the  Master Agreement entered into between  Customer  and
Company,  as  if  fully  stated herein, and the  terms  of  this  Schedule
("Schedule Terms").  Customer has read and understands the Agreement Terms
and the Schedule Terms and agrees to be bound thereby.














CONVERGENT
COMMUNICATIONS


                                                  Master Agreement No. -

                                                  Schedule No. NRP - 001


                      NETWORK RESPONSE PLAN SCHEDULE


CUSTOMER LEGAL NAME:     CAVION TECHNOLOGIES, INC.




 Service         Method       Functionality       Mode    SLA Guarantee
              (Convergent
               Provided)
                                                          
 Expanded   Management PVC, Fault Resolution,  Proactive      99.5%
             Modem and 1mb     Performance
               Phone Line      Management,
                              Configuration
                               Management,
                                 Security
                                Management



MANAGE  SERVICES -Fault management provides for a single point of  contact
(on  the Customer's behalf) for the trouble resolution of all physical and
logical   level   alarms   related   to   equipment.    Emergency/on-going
configuration management relates to necessary changes needed  to  maintain
the  logical configuration of the Managed equipment (Server, Hub,  PBX  or
Key  System,  Router, and DSU) during the term of the  contract.   A  more
detailed  level  of performance reporting is also provided  and  includes;
Trouble  cause distribution, equipment availability, circuit availability,
event summary and event detail reports.  Company's Manage service requires
at  minimum  a  16K CIR Management PVC from the Host site to  the  Network
Operations  Center and a modem and 1MB phone line at each  Customer  site.
The  management  PVC,  modem and phone line will  be  provisioned  by  the
Company and included in the monthly recurring cost of the service.

                           EQUIPMENT MAINTENANCE
                           ---------------------

          Level 4   Same Day Response within 4 hours
                    On Site Maintenance
                    24 hours per day, 7 days per week

                             SERVICE FEATURES
                             ----------------

                            NETWORK MONITORING
                            ------------------

Network   monitoring  refers  to  the  PROACTIVE  Monitoring  of  Customer
transport  facilities  and Customer premise equipment  (WAN/LAN  interface
ports)  for pre-defined network fault alarms. Activities performed include
the following:

o    7x24 coverage of transport and Equipment under contract
o    Diagnostic testing of Equipment and transport under contract
o    Continuous   monitoring  of  Equipment  interfaces  under   contract,
     including the serial interface of routers
o    Network transport and access fault resolution/Physical fault Mgmt

Monitoring shall include both the circuit and the IP layer.

                             FAULT MANAGEMENT
                             ----------------

Fault  management provides for the resolution of all logical problems  and
coordination  of  the  resolution of all physical  and  logical  equipment
problems  under contract. Verification of logical connectivity relates  to
the  investigation  of routing/configuration issues  or  software  related
faults.  The  following activities will be performed to  troubleshoot  and
isolate logical related problems:

o    Use of Traceroute to determine proper routing path
o    Performing SNMP MIB browsing:
       -    IP network addressing
       -    Route Table Checking
       -    interface states
       -    Box reset (sysUptime)
       -    Bridging (forwarding database)
o    Statistics: LAN (CRC errors, collisions, runts), bandwidth issues
o    Confirmation of routing and configuration tables

A  central  point  of  contact will be provided to  the  Customer  by  the
Company.   This  will be driven by the Customer's specific  call  handling
requirements.   All  necessary testing, dispatches  and  repairs  will  be
coordinated  by  the Project Manager and the Company's  Central  Technical
Assistance Center.

                     ON-GOING CONFIGURATION MANAGEMENT
                     ---------------------------------

On-going configuration management provides for necessary changes needed to
maintain  logical configurations of Routers, DSU's, Hubs and Servers  that
are  under identified as equipment.  This includes on-demand modifications
to  configurations needed to accommodate changes that can be  administered
to  a  specific device without directly affecting the performance  of  the
overall network.  Examples of this include:

     o    IP address changes and re-configurations
     o    Remotely enabling or disabling interfaces
     o    Access List editing

Re-configuration  requests that have a direct impact on the  operation  of
the  entire  network  will  require an in-depth  planning  and  evaluation
session  that  fall  outside the scope of the managed equipment  offering.
Requests that have a direct impact on the operation could include  new  IP
addressing  schemes, migrating from one protocol to another  or  migrating
from one type of transport to another (ISDN to Frame Relay).

Emergency  re-configuration/downloads and software revision will  also  be
performed.  However, only when deemed necessary or to resolve  performance
problems.  If firmware/hardware upgrades are required in conjunction  with
such  upgrades,  they will be performed in accordance with Company's  then
current Preferred Rate Table.

All Customer Network Configurations must be archived by the Company.  This
archived  configuration will be necessary for remote  re-installations  of
the  Customers'  equipment  configurations.  The  archived  copy  will  be
updated every time there is a change to the configuration.

                            PERFORMANCE REPORTS
                            -------------------

Monthly  performance  reports are included.  Monthly  Performance  reports
including  a  network analysis is provided to the Customer through  a  Web
Interface.   This  will eventually serve as a network  tuning/optimization
tool  that  will  be utilized by Customers and the Company  to  fine  tune
network  elements  based on historical performance. The  level  of  detail
provided is designed to increase per contracted level of service and  type
of monitoring employed (RMON I/II etc.).

REPORTS INCLUDE:
                             STANDARD REPORTS

Usage Counts - Entire Channel
Utilization and Throughput - Entire Channel
Burst Advisor - Entire Channel
Burst Advisor (Multi-Month) - Entire Channel
End to End PVC Burst Advisor
End to End (Multi-Month) Burst Advisor
Most Active Circuits - Entire Channel
Single Ended PVC Usage Counts
End to End PVC Usage Counts
End to End PVC Utilization and Throughput
Multi-Month End to End PVC Service Level Agreement Data
End to End PVC Service Level Agreement Data
CPU Utilization
Protocol Utilization
QOS Alignments


               SERVICE LEVEL VERIFICATION EXECUTIVE REPORTS

Service Level Report (showing uptime by individual circuit)
PVC Availability
PVC Data Delivery Ration
PVC Round Trip Delay


                    CAPACITY PLANNING EXECUTIVE REPORTS

Most Active Access Channels
Most Active PVC's
Network Usage Profile
Most Over-Utilized Access Channels (Tx)
Most Over-Utilized Access Channels (Rx)
Most Over-Utilized PVC's
Most Under-Utilized Access Channels (Tx)
Most Under-Utilized Access Channels (Rx)
Most Under-Utilized PVC's


                            SECURITY MANAGEMENT
                            -------------------

Company  will  take  commercially reasonable  steps  to  ensure  that  the
Services  and Customer's network are protected using appropriate  security
measures.  All  security  measures employed  with  respect  to  Customer's
network  will  be  discussed with Customer and require  mutual  agreement.
Company will immediately inform Customer of any known security breach  and
take  all reasonable actions to address any such known security breach  in
accordance with Customer's reasonable direction.

SERVICE LEVEL AGREEMENT

Below  are  the  service  levels that the  Company  will  provide  to  the
Customer.   The  Company requires a 60 day ramp period to gather  baseline
information on the Customer's network performance.




   System                Percentage    Time to Restore         Response
 to Measure                Uptime     System to Operate      Time to Site

                                                     
 Network                   99.5%           4 hours            4 hours
 Servers                   99.5%           6 hours            4 hours
 Client Computer Devices   99.5%      Next Business Day       4 hours
 Telephony Devices         99.5%           8 hours            4 hours




                 SERVICE LEVEL AGREEMENT PERFORMANCE TABLE

(1)  UPTIME  is measured on a 24 hour per day, 7 day per week and 365  day
     per year basis.

(2)  TIME  TO RESTORE is measured from the time a component of the  system
     is reported as "Out-of-Service" until service is restored.

(3)  TIME  TO  ARRIVE  ON-SITE  is measured from  the  time  both  parties
     mutually agree to dispatch technical assistance to a clients site(s).

(4)  NETWORK consists of: LAN, WAN components, networked printers/devices,
     modem lines, Internet lines, ISDN, dedicated data lines, Frame Relay,
     ATM xDSL, Hybrid Network Services.

(5)  SERVERS  consist of: Network Server & Oss, Firewall, Intranet Server,
     Internet Servers, Remote Access Servers, Hybrid Servers.

(6)  CLIENT   COMPUTER  DEVICES  consist  of  Desktop  computers,   laptop
     computers, local printers, and hybrid client computers.

(7)  TELEPHONY  DEVICES  consist  of  PBX/  Key  systems/Centrex  systems,
     desktop phones, cellular phones, and pagers.


PENALTIES

The  Company  will  refund 10% of the monthly Service Fee  for  any  month
during  which the agreed upon Service Levels are not met.  This refund  is
in  addition  to  any  other remedies available  to  Customer  under  this
Agreement.

ESCALATION

The  Monthly  Operations  Council will maintain  an  escalation  list  and
process for responding to network problems.





CONVERGENT
COMMUNICATIONS


PROPRIETARY INFORMATION

                         CERTIFICATE OF ACCEPTANCE

                           CUSTOMER INFORMATION

CUSTOMER.

Cavion Technologies, Inc.
7475 Dakin Street
Suite 607
Denver, CO  80221-6920



INSTALLATION LOCATION.





The Customer (i) acknowledges complete delivery and/or installation of the
goods  (the  "Goods")  and  completion of the installation  services  (the
"Services")  described  in  Enterprise Network Services  Agreement  Number
________________(the "Agreement"), between the Customer and Company;  (ii)
hereby  accepts  said Goods and Services as conforming to  and  fulfilling
Company's installation obligations under the Agreement; (iii) acknowledges
that  the Goods delivered and/or installed and the Services completed meet
the  Customer's needs; and (iv) agrees to pay Company for  the  Goods  and
Services   in  accordance  with  the  Customer's  obligations  under   the
Agreement.




                                        CAVION TECHNOLOGIES, INC.

                                        By:------------------------------

                                        Name:----------------------------

                                        Title:---------------------------

                                        Date:----------------------------



Attachment A

CAVION.COM
NETWORK ASSETS
SEP-99



CATEGORY                           SUPPLIER              PRODUCT NAME
                                              
CSU/DSU                              Adtran                   TSU 100
CSU/DSU                              Adtran                   TSU 100
CSU/DSU                              Adtran                   TSU 100
UPS                                     APC               Matrix 5000
UPS                                     APC              SmartCell XR
UPS                                     APC              SmartCell XR
UPS                                     APC              SmartCell XR
Power Strip                             APC              Surge Arrest
Switch, Ethernet               Bay Networks         Bay Stack 350-12T
Switch, Ethernet               Bay Networks         Bay Stack 350-12T
Switch, Ethernet               Bay Networks         Bay Stack 350-12T
Switch, Ethernet               Bay Networks         Bay Stack 350-24T
Keyboard                                BTC             Mini Keyboard
Router                        Cisco Systems                      3620
Router                        Cisco Systems                  ISDN 762
Server                               Compaq             DeskproServer
Server                               Compaq        Deskpro EN-SFF (1)
Server                               Compaq        Deskpro EN-SFF (2)
Server                               Compaq         Proliant PPRO-200
Server                               Compaq         Proliant PPRO-200
Server                               Compaq         Proliant PPRO-200
Miscellaneous          Computer Sites, Inc.                Wood Floor
Server                                Cubix        ERS Fault Tolerant
Router                 Digital Equip. Corp.              Brouter 90T1
Hub                                   Dlink                  DE812TP+
Fan                                 Generic                   120 VAC
Fan                                 Generic                   120 VAC
Fan                                 Generic                   120 VAC
Power Strip                         Generic               Power Strip
Power Strip                         Generic               Power Strip
Power Strip                         Generic               Power Strip
Power Strip                         Generic               Power Strip
Rack                                Generic
Rack                                Generic
Server                      Hewlett Packard          Netserver LH Pro
Server                      Hewlett Packard         NetServer Storage
                                                             System 6
Tape Drive                  Hewlett Packard          Sure Store DLT40
Switch, Server     Lightwave Communications                      5050
Switch, Server     Lightwave Communications     PC Server Switch Plus
Switch, Server     Lightwave Communications     PC Server Switch Plus
Switch, Server     Lightwave Communications             Server Switch
Switch, Server    Lightwave Communications              Server Switch
Switch, Server     Lightwave Communications             Server Switch
Switch, Server     Lightwave Communications             Server Switch
Mouse                              Logitech                     Mouse
Card                              NewBridge                   Dual T1
Card                              NewBridge                   Dual T1
Card                              NewBridge                   LGS/LGE
Card Controller                   NewBridge           Mainstreet 3600
Card                              NewBridge                     RS232
Server                                Nokia                     IP440
Monitor                    Sun Microsystems                      447Z
Keyboard                   Sun Microsystems                        5C
Mouse                      Sun Microsystems                     Mouse
Server                     Sun Microsystems                   Netra I
Server                     Sun Microsystems                   Ultra 5
Power Strip                             APC              Surge Arrest
Telephone                           Comdial                    Impact
UPS                                     APC                    BK500M
Workstation                          Compaq                    AP2400
Workstation                          Compaq                    AP2400
Software                           IPSwitch            What's UP Gold
Monitor                           Princeton         Ultra 90 - PD 95A
Software                             Tivoli                   Netview
UPS                                     APC           SmartUPS 1250RM
Switch, Ethernet               Bay Networks         Bay Stack 350-24T
Patch Panel                         Generic               Power Strip
Dialup Access Server                  Shiva                Lanrover4E
Hub                                     SMC                 SMC3512TP
Hub                              U.S. Logic                   16 port
Server                     Sun Microsystems                   Ultra 5
Router                                Cisco                Cisco 1601
Router                                Cisco                Cisco 1601
Router                                Cisco                Cisco 1601
Router                                Cisco                Cisco 1601
Router                                Cisco                Cisco 1601
Router                                Cisco              Cisco 1605-R
Router                                Cisco                Cisco 1601
Router                                Cisco                Cisco 1601
Router                                Cisco                Cisco 1601
Router                                Cisco                Cisco 1601
Router                                Cisco              Cisco 1605-R
Router                                Cisco                Cisco 1601
Router                                Cisco                Cisco 1601
Router                                Cisco                Cisco 1601
Router                                Cisco                Cisco 1601
Router                                Cisco                Cisco 1601
Router                                Cisco              Cisco 1605-R
Router                                Cisco                Cisco 1601
Router                                Cisco                Cisco 1601
Router                                Cisco                Cisco 1601
Router                                Cisco                Cisco 1601
Router                                Cisco              Cisco 1605-R
Router                                Cisco                Cisco 1601
Router                                Cisco                Cisco 1601
Router                                Cisco              Cisco 1605-R





PRODUCT DESCRIPTION                LOCATION             SERIAL NUMBER
                                              
                              Computer Room                6508087008
                              Computer Room                  702A8835
                              Computer Room          702A8835713A0108
Control module for
battery backup                Computer Room              WM9711600877
Extended run                  Computer Room              EP9713332828
Extended run                  Computer Room              EM9835002514
Extended run                  Computer Room              EP9711323261
6 plugs                       Computer Room                       N/A
10/100 Ethernet Switch        Computer Room                KEU0007049
10/100 Ethernet Switch        Computer Room                KEU0004175
10/100 Ethernet Switch        Computer Room                KEU0004132
10/100 Ethernet Switch        Computer Room                KEW0002431
Small profile ps2 keyboard    Computer Room                6004801513
64 Meg RAM, 4 WIC V.35
Serial Interfaces             Computer Room                 362048175
                              Computer Room             0040F9-1481D5
333 MHz 64 meg RAM, 4.3 gig
HD, 10/100 ethernet card      Computer Room              HA9851032172
Small profile 400 Mhz,
10 gig HD, 128 meg RAM,
CD-ROM, 2 X 10/100
ethernet cards                Computer Room              6846CBN4C301
Small profile 400 Mhz,
10 gig HD, 128 meg RAM,
CD-ROM, 2 X 10/100
ethernet cards                Computer Room              6846CBN4C304
200 MHz, 140 Meg RAM,
3 X 4.3 gig + 9.1 gig +
2.1 gig HD, 2 X SCSI cards,
10/100 ethernet card,
20/40 DLT tape.               Computer Room              D707BJM10283
200 MHz, 128 Meg RAM,
2.1 gig HD, SCSI card,
10/100 ethernet card          Computer Room              D709BJM10309
200 MHz, 128 Meg RAM,
2 X 2.1 gig HD, SCSI card,
10/100 ethernet card,
1 DAT drive.                  Computer Room              D709BJM10291
152 sq ft Wood core
access floor                  Computer Room                       N/A
3 x 200 MHz,3 x 128
Meg RAM, 3 x 4 gig HD         Computer Room                    895486
                              Computer Room                DA74100155
12 port hub                   Computer Room                       N/A
cooling fans                  Computer Room                       N/A
cooling fans                  Computer Room                       N/A
cooling fans                  Computer Room                       N/A
6 plugs                       Computer Room                       N/A
9 plugs                       Computer Room                       N/A
9 plugs                       Computer Room                       N/A
9 plugs                       Computer Room                       N/A
6' rack with 1
sliding shelf (Novell)        Computer Room                       N/A
6' rack with 1
sliding shelf (Telecom)       Computer Room                       N/A
                              Computer Room                SG71600436
SCSI device storage
contains 4 X 9
gig SCSI HDs.                 Computer Room                SG83504294
External tape drive           Computer Room                   1026136
MultiSwitch (Sun/PC) 5050     Computer Room                 052397112
8 port PC switch
w/ full set of cables         Computer Room                03109921-V
8 port PC switch
w/ full set of cables         Computer Room                03109922-V
5 port Sun server switch      Computer Room                  09230876
5 port Sun server switch      Computer Room                  09234317
5 port Sun server switch      Computer Room                       N/A
5 port Sun server switch      Computer Room                       N/A
3 button mouse                Computer Room                       N/A
Link to CoSpgs                Computer Room              90-0161-02/C
Link to CoSpgs                Computer Room              90-0507-01/C
Link to CoSpgs                Computer Room              90-1229-02/C
Link to CoSpgs                Computer Room               90 0010-10E
Link to CoSpgs                Computer Room              90-1644-D1/A
                              Computer Room               8A990600566
17" SVGA Monitor              Computer Room       0014698-9714GN1723
                                                           3651338-02
Keyboard                      Computer Room
3 button mouse                Computer Room                 37-1586-3
Scotch the backup server      Computer Room                  708C0078
C1 Loans server               Computer Room               FW846504244
6 plugs                       Computer Room                FW85210879
Digital Phone                 Computer Room                FW83530282
Personal UPS                Conference Room                       N/A
AP200 - Professional
Workstation, 400 MHz,
128 Meg RAM, 6 gig HD,
with 10/100 ethernet card   Conference Room
AP200 - Professional
Workstation, 400 MHz,
128 Meg RAM, 6 gig HD,
with 10/100 ethernet card           JSILVIA              PB9828139349
Network Monitoring Software         JSILVIA              D903CCV70102
19' SVGA monitor                    JSILVIA              D903CCV70101
Network Monitoring Software         JSILVIA                       N/A
10/100 Ethernet Switch              JSILVIA                       N/A
160 ports                     North Hallway              S95014964930
                              North Hallway                KEW0002444
8 port TPO                    North Hallway                       N/A
16 port                       North Hallway                  HE216867
NS2 - Web and DNS             North Hallway                       N/A
Motorola FTS 100              North Hallway          525018269UE2041-
                                                         25144401-425
Motorola DDS 64                       TROBY                FW85010069
                                    JSILVIA               ATAX5024852
Motorola DDS 64                 Arapahoe CU                JAB025317B
Motorola FTS 100                  Aurora CU
Motorola FTS 100                   Boise CU
WIC-1DSU-56k4             Carolina Trust CU
Motorola FTS 100          Citizens First CU               JAB033350B8
Motorola FTS 100         College CU Greeley              JAB03320535W
Motorola DDS 64            Community 1st CU               JAB023441kd
Motorola DDS 64                    Coors CU               JAB09236265
WIC-1DSU-56k4                    Decible CU
Motorola FTS 100           Denver Police CU               JAB02504152
Motorola FTS 100           Denver Public CU               JAB03335003
Motorola FTS 100         Gates Community CU               JAB09326195
Motorola DDS 64          Johns Manville FCU               JAB02504152
Motorola DDS 64                  Member One
WIC-1DSU-56k4              Mountain Bell CU
Motorola FTS 100        Metrum Community CU               JAB02525OUR
Motorola DDS 64                  Peoples CU               JAB0332535G
Motorola FTS 100                   Power CU               JAB09273357
Motorola DDS 64         Racine Municipal CU
WIC-1DSU-56k4                  Santa Ana CU
Motorola DDS 64          School District 12
Motorola FTS 100        Southland Civic FCU               JAB033050BA
WIC-1DSU-56k4                  St. Vrain CU
                           Westminister FCU               JAB023541V6
                                   Wyhy FCU

<TABLE/>

CONVERGENT
COMMUNICATIONS

              ENTERPRISE NETWORK SERVICE AGREEMENT AMENDMENT

                                                    ENS Agreement Number:
                                                    Amendment Number: 001

                           CUSTOMER INFORMATION

(Customer Name)                              (Effective Date)
Cavion Technologies, Inc.                    10/22/99

(Main Address)                               (City, State and Zip Code)
7475 Dakin Street, Suite 607                 Denver, CO 80221-6920

(Billing Address)                            (City, State and Zip Code)
Same as Above

(Original  Enterprise Network Service Agreement Effective Date)   Referred
to herein as the "Agreement".
10/22/99

(AMENDMENT TERMS)

A.   Modifications to the Agreement Terms:

1.   The last three sentences of Section 2, Term, shall be revised to read
as follows:

Within  ten  (10)  days  of  the date Company  informs  Customer  that  an
installation  is  complete,  Customer  shall  execute  a  Certificate   of
Acceptance  substantially in the form attached to  this  Agreement,  or  a
Certificate   of   Deficiency   detailing  any   deficiencies   with   the
installation. If Customer fails to deliver a Certificate of Acceptance  or
Deficiency,  Customer  shall  be  deemed to  have  accepted  delivery  and
installation  as  complete upon such tenth day.  If  Customer  delivers  a
Certificate of Deficiency, Company shall diligently and continuously  work
to  resolve  the deficiencies, with Customer's cooperation.  When  Company
once again informs Customer that installation is complete, the Certificate
of  Acceptance cycle shall begin again. No Services (except  the  delivery
and  installation of Equipment) shall be provided in connection with  such
installation until Customer either executes a Certificate of Acceptance or
informs Company that Customer has completed the installation.

2.   Section 3, Payment, shall be modified as follows:

      a.    The words "whichever is less" shall be added to the end of the
third sentence.
     b.   The fifth sentence shall be deleted in its entirety.
     c.   Clause (i) of the seventh sentence shall be deleted.

3.   Section 4, Authorized Contact Person, shall be modified by adding the
words  "email  address," between the words "address," and  "and  telephone
numbers" in the last sentence.

4.   Section 6.2 shall be modified as follows:

      a.   The words "any date in or following" shall be added between the
words "display" and "the Year 2000" in the second sentence.
      b.    The  words "and any following years" following the words  "the
Year 2000" in the second sentence shall be deleted.
      c.    The following sentence shall be added as the last sentence  of
the Section:  "Company has provided and shall continue to provide Customer
with  all  Year  2000 related information Company receives from  Equipment
manufacturers and software providers with respect to Equipment or software
implemented under this Agreement."

5.   Section 6.4 shall be modified as follows:

      a.    The following language shall be added to the end of the  first
sentence  thereof:   ",  provided  that Company  gives  prompt  notice  to
Customer  of  the  Force Majeure event, and proceeds diligently  effect  a
remedy."
      b.    The following language shall be added to the end of the second
(last)  sentence  thereof:  ", except to the extent  caused  by  Company's
gross negligence or willful misconduct."

6.   Section 6.5 shall be revised to read as follows:

"6.5.       EXCEPT  FOR  DAMAGE  OE  EXPENSE  CAUSED  BY  COMPANY'S  GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, THE ENTIRE LIABILITY OF COMPANY AND  ITS
AFFILIATES  AND  SUBSIDIARIES  AND THEIR OFFICERS,  DIRECTORS,  EMPLOYEES,
AGENTS  AND  SUPPLIERS FOR ANY DAMAGE OR EXPENSE FROM ANY CAUSE WHATSOEVER
SHALL  IN  NO  EVENT  EXCEED THE TOTAL OF ALL SERVICE  FEE  PAYMENTS  MADE
HEREUNDER."

7.   Section 7, Indemnification, shall be modified by adding the following
language as the last sentence of the section:

"In  each  case, the indemnity is subject to the conditions that  (a)  the
indemnifying  party is notified of the claim in a timely manner;  (b)  the
indemnified party provides all reasonable assistance to defend against the
claim  at the indemnifying party's expense; and (c) the indemnifying party
is given control of the defense and settlement."

8.   Section 8 shall be modified as follows:

      a.    The  words  "and technical" shall be added between  the  words
"business" and "data of Customer" in the first sentence.
      b.    The word "furnish" in the second sentence shall be changed  to
"make available."
      c.    The  following  sentences shall be added to  the  end  of  the
Section:   "The  parties agree that the provisions  of  this  Section  are
subject  to  and  shall  be  governed by the terms  of  the  Nondisclosure
Agreement,  of even date herewith, executed between the parties.   In  the
event  of  any  conflicts  between the  terms  of  this  Section  and  the
Nondisclosure Agreement, the terms of the latter shall prevail."

9.    Section  9,  Employment Recruitment, shall be modified  to  read  as
follows:

"EMPLOYMENT  RECRUITMENT.  Customer acknowledges that Company  provides  a
valuable  service  by  identifying  and  assigning  personnel  to  provide
Services  to  Customer. The parties further acknowledge  that  each  party
would receive substantial additional value and deprive the other party  of
the  benefits of such party's work force, if a party were to directly hire
the  other  party's personnel.  As such, neither party shall, without  the
prior written consent of the other party, recruit or solicit any personnel
of  the  other  party  who are or have been assigned to  perform  services
during  the Term of this Agreement and until one year after the expiration
of  this Agreement.  In the event that either party breaches this Section,
such party shall pay the aggrieved party a recruiting fee equal to two (2)
times  the  total  annual compensation paid to the employee  in  question.
Each  party hereby agrees to indemnify, defend and hold the other harmless
from  and  against any and all loss, damage, cost, expense  or  liability,
including   reasonable  attorneys'  fees,  to  the  extent  arising   from
enforcement  of this Section against personnel of the indemnifying  party.
In  each  case, the indemnity is subject to the conditions  that  (a)  the
indemnifying  party is notified of the claim in a timely manner;  (b)  the
indemnified party provides all reasonable assistance to defend against the
claim  at the indemnifying party's expense; and (c) the indemnifying party
is given control of the defense and settlement."

10.  Section 10, Assignment, shall be modified as follows:

      a.    The  word "(A)" shall be inserted between the words  "PROVIDED
THAT" and "COMPANY REMAINS" in the second sentence.
     b.   The phrase ",AND (B) COMPANY SHALL NOT ASSIGN WITHOUT CONSENT TO
ANY DIRECT COMPETITOR OF CUSTOMER" shall be added to the end of the second
sentence.

11.   Section  11, Insurance, shall be modified by adding the  words  ",or
contractually  require Customer's clients to insure,"  between  the  words
"insure" and "the Equipment" in the first sentence.

12.  Section 12, Taxes, shall be modified as follows:

      a.   The parenthetical "(except to the extent disputed in good faith
and  with  appropriate reserves, and then only for so long  as  such  good
faith dispute is pending)" shall be added between the words "pay" and "and
indemnify" in the first sentence.
     b.   In the third sentence, the words "and will reimburse Company for
the  taxes  it pays and for its costs for preparing, reviewing and  filing
the personal property tax returns" shall be deleted.
      c.   The following sentence shall be added as a new fourth sentence:
"Company  shall give prompt notice to Customer of the potential imposition
on  or  payment by Company of any Taxes for which Customer is  responsible
under this Section."
      d.   The following sentence shall be added as a new last sentence to
the  Section:  "Notwithstanding any contrary limitations periods specified
in  the Agreement, the provisions of this Section will survive termination
of  this  Agreement  for  a  period equal to the  statute  of  limitations
governing any Taxes, and will continue to apply to any claim filed  within
that period."

13.   Section 13, Uniform Commercial Code, shall be modified by adding the
word "reasonably" between the words "assurances" and "deemed" in the first
sentence, and by deleting the last sentence.

14.  Section 14.1, Default and Remedies, shall be modified as follows:

      a.    The  words  "ten (10) days", wherever they  appear,  shall  be
changed to "forty-five (45)."
      b.    The first sentence of the Section shall be modified by  adding
the word "material" between the words "other" and "obligations".
      c.    The  last  sentence of the Section shall  be  deleted  in  its
entirety.

15.  Section 14.3, Default and Remedies, shall be modified by changing the
words "default of this Agreement" to "Event of Default by Customer" in the
second sentence.

16.   Section  17,  Return  of Equipment, shall be  modified  to  read  as
follows:

"RETURN  OF  THE  EQUIPMENT. At the end of the Term,  Customer  agrees  to
immediately  deliver possession of the Equipment to Company, in  condition
as  good  as  received,  less  normal wear  and  tear,  at  the  Equipment
location."

17.   Section  21, Survival of Provisions, shall be modified  to  read  as
follows:

"SURVIVAL OF PROVISIONS. The parties agree that Sections 6, 7, 8, 13,  and
18  shall  survive termination of this Agreement for two years, Section  9
shall  survive termination of this Agreement for one year, and Section  12
shall survive termination of this Agreement as stated therein."

18.   Section 24, Final Agreement, shall be modified by changing the  last
sentence thereof to read as follows:  "Neither party shall be bound by any
agents'  or  employees' representations, promises or inducements  not  set
forth herein."

19.  A new Section 25, Relationship of Parties, shall be added as follows:

"RELATIONSHIP  OF  PARTIES.   The  parties  are  independent  contractors.
Neither  party is an agent or partner of the other, or has  the  right  to
incur  any  obligation  on behalf of the other. Each  party  may  use  the
other's  name and trademarks only with the other's prior written  consent.
Upon  termination of this Agreement, all use of such names and  trademarks
shall  immediately  be discontinued, and each party shall  return  to  the
other  all promotional materials and other items bearing the other's  name
or trademarks that are in its possession."

B.   Equipment Schedule 001

1.    Section  1,  Equipment, shall be modified to read as follows:   "The
equipment  and other products listed below are referred to herein  as  the
"Equipment"  and  shall be provided by Company hereunder in  exchange  for
payment of the Service Fee."

2.   Section 2.2 shall be modified to read as follows:

"The  Equipment is located at the location specified herein and shall  not
be  relocated, displaced or moved without Company's prior written consent,
which  consent  shall  not be unreasonably withheld  or  delayed.  Company
acknowledges  that Customer plans to move its headquarters to  6446  South
Kenton Street, Englewood, Colorado 80111, on or about January 1, 2000, and
consents to relocation of the Equipment in connection with that move.  Any
such  move shall be at Customer's sole risk and expense.  Upon request  by
Customer,  Company will provide services in connection with the move,  and
bill  Customer  in accordance with Company's then current  Preferred  Rate
Table  for such services.  Customer shall in no event permit any Equipment
to  be  removed  outside  the  United States. The  preceding  prohibitions
against  moving Equipment shall not apply to portable computing  equipment
traveling  with  Customer  employees  for  Customer's  business  purposes.
Customer  agrees to indemnify, defend and hold Company harmless  from  and
against  any  and all loss, damage, cost, expense or liability,  including
reasonable   attorneys'  fees,  to  the  extent  arising  from  Customer's
relocation or transportation of any item of Equipment or software  to  any
location outside of the United States.  In any such case, the indemnity is
subject  to the conditions that (a) the indemnifying party is notified  of
the  claim  in  a  timely manner; (b) the indemnified party  provides  all
reasonable  assistance  to defend against the claim  at  the  indemnifying
party's  expense; and (c) the indemnifying party is given control  of  the
defense and settlement."

3.    Section  2.3  shall  be  modified by adding  the  words  "EXCEPT  AS
DESCRIBED  IN SECTION 10 OF THE SCOPE OF WORK SCHEDULE," to the  beginning
of the second sentence.

4.    Section  5, Loss of Anticipated Tax Benefits, shall be  modified  as
follows:

      a.    In  the  second  sentence, the words  "any  act,  omission  or
misrepresentation of Customer, or because the transaction is recategorized
by  a  taxing authority" shall be deleted and replaced with the words "any
default of Customer under the Agreement".
     b.   The following shall be added at the end of the Section:

5.    "If the transaction is recategorized by a taxing authority, and  the
recategorization results in Company or the Assign not being  entitled  to,
or  being  subject  to  recapture of, the Tax Benefits,  and  Customer  is
subject to a decrease in tax as a result of the recategorization, Customer
shall  pay to Company or the Assign an amount equal to the lesser  of  (a)
the  amount sufficient to reimburse Company or  the Assign for  such  loss
(as  described in the preceding sentence) or (b) the amount of  Customer's
decrease  in tax as a result of the recategorization.  Customer's  payment
under the preceding sentence shall be made on an annual basis for each tax
year  of  the Term and any Renewal Term, and shall be due on the due  date
for Customer's taxes affected by the recategorization."

5.   A new Section 6, Existing Equipment, shall be added as follows:

"EXISTING  EQUIPMENT.  Company shall purchase from Customer  and  Customer
shall  grant,  sell,  transfer, convey and deliver to Company  all  right,
title and interest in and to the Equipment listed in Attachment A to  this
Schedule,  at an aggregate price of $285,976.60, payable by Company  check
no later than noon Denver time on October 27, 1999. Title and risk of loss
to  the  Equipment  shall pass to Company on the Effective  Date,  without
further  action of the parties and without relocating the  Equipment.   In
lieu of a Certificate of Acceptance, Customer hereby (I) acknowledges that
no  delivery  or  installation  of the Equipment  is  required  under  the
Agreement;  (ii)  acknowledges that the Equipment meets Customer's  needs;
and  (iii)  agrees  to  pay  Company with  respect  to  the  Equipment  in
accordance  with  Customer's  obligations under  the  Agreement.  Customer
agrees  to  use  reasonable efforts to provide Company with  all  relevant
information regarding the listed Existing Equipment both before and  after
Company's purchase thereof."

6.   A new Section 7, Customer's Warranties, shall be added as follows:

"CUSTOMER'S WARRANTIES. Customer warrants that (1) Company will acquire by
the  terms  of  this Agreement good title to the assets to  be  listed  in
Attachment  A, free from all liens, claims and encumbrances of  any  kind,
and  (2)  Customer has the right to sell such assets.  EXCEPT AS DESCRIBED
IN  THIS  SECTION,  NEITHER CUSTOMER NOR ITS ASSIGNS MAKES  ANY  WARRANTY,
REPRESENTATION  OR  COVENANT,  EXPRESS  OR  IMPLIED,  AS  TO  ANY   MATTER
WHATSOEVER, INCLUDING, BUT NOT LIMITED TO THE DESIGN, QUALITY, CAPACITY OR
CONDITION  OF  THE  EQUIPMENT;  COMPLIANCE  OF  THE  EQUIPMENT  WITH   THE
REQUIREMENTS  OF ANY LAW, RULE, SPECIFICATION OR AGREEMENT; OR  PATENT  OR
COPYRIGHT OR LATENT DEFECTS.  NEITHER CUSTOMER NOR THE ASSIGNS SHALL  HAVE
ANY  LIABILITY WHATSOEVER FOR THE BREACH OF ANY REPRESENTATION OR WARRANTY
MADE  BY THE MANUFACTURERS OF THE EQUIPMENT OR SOFTWARE PROVIDERS.  EXCEPT
AS EXPRESSLY PROVIDED HEREIN, CUSTOMER EXPRESSLY DISCLAIMS ALL WARRANTIES,
EXPRESSED  OR  IMPLIED,  INCLUDING BUT NOT LIMITED  TO,  ANY  WARRANTY  OF
FITNESS   FOR   A   PARTICULAR  PURPOSE  OR  USE,  OR  ANY   WARRANTY   OF
MERCHANTABILITY WITH RESPECT TO THE EQUIPMENT."

7.   A new Section 8, Software and Data, shall be added as follows:

      SOFTWARE  AND  DATA.  Nothing in this Agreement grants  Company  any
license, right, title or interest in (a) any software not provided  by  or
through  Company under this Agreement, or (b) any data that may reside  on
any  Equipment  while in use by Customer or Customer's clients.  Any  such
software and data shall be removed by Customer from the Equipment prior to
delivery   of  possession  of  the  Equipment  to  Company.   If   Company
inadvertently  receives  any  Equipment on which  such  software  or  data
resides,  it  shall promptly inform Customer, shall return or destroy  the
software  or data at Customer's direction, and shall not use the  software
or data for any purpose.

C.   Maintenance/Managed Services Schedule 001

1.    Section  1,  Covered  Equipment, shall be  modified  by  adding  the
following language to the beginning thereof:

"Company  shall  provide  Equipment installation, management,  monitoring,
maintenance and support as described in this Schedule, the Scope  of  Work
Schedule  and  the  Network Response Plan Schedule (referred  to  in  this
Schedule as the "Services".)"

2.   Section 3, Service Schedule, shall be deleted.

3.    Section 4, Work by Others, shall be modified by replacing the  words
"period of this Schedule" with the word "Term" in the first sentence.

4.   Section 5, Scope of Services, shall be modified as follows:

      a.    In  the second sentence, the words "at Company's then  current
applicable  rates"   shall  be deleted and replaced  with  the  words  "in
accordance with Company's then current Preferred Rate Table".
     b.   The following shall be added at the end of the Section:

"Notwithstanding  the  preceding limitations in  this  Section,  Company's
Services  under this Schedule shall include (1) any repairs,  maintenance,
modifications, relocation or reinstallation done with Company  supervision
or  with Company's written approval; and (2) software support as described
in Section 10 of the Scope of Work Schedule."

5.    Section 7, Relocation of Equipment, shall be modified by adding  the
words  "by  anyone  other than Company or its designee" between  the  word
"relocation" and the comma in the third sentence.

6.    Section 8, Customer's Responsibilities, shall be modified by  adding
the following at the end of the Section:

Notwithstanding  the  preceding  four  sections,  Customer   may   perform
maintenance  or  service work, make modifications  to  the  Equipment,  or
relocate  Equipment  within  the same facility,  without  the  consent  of
Company  and  without  affecting  Company's  responsibilities  under  this
Agreement,  provided that (a) Customer has first requested the  work  from
Company  and  Company has failed to perform the work  in  accordance  with
Company's responsibilities under this Agreement, and (b) Customer shall be
responsible  for any damage to Equipment caused by Customer's  performance
of these functions.

7.   Section 9, Additions to Equipment, shall be modified by deleting  the
last  sentence and by adding the following before the second  sentence  of
the Section:

"If  requested, Company shall provide additional network equipment, either
as  Company-owned  and  managed equipment  under  this  Agreement,  or  as
equipment  available  for purchase from Company (such  as  the  Cisco  and
Adtran  equipment described in Section 14 of the Scope of Work  Schedule).
Equipment available for purchase shall be offered on price terms  no  less
favorable than Customer could obtain elsewhere. Company-owned and  managed
equipment  shall be made available on terms no less favorable  than  those
applicable  to  the Equipment under this Agreement (based  on  pricing  no
higher  than  would  apply  if  Customer  purchased  the  equipment).  Any
additional  Company-owned  and managed equipment  shall  be  listed  on  a
subsequent  Equipment Schedule, and shall be treated as "Equipment"  under
this Agreement. If Company does not provide the additional equipment,"

Except as expressly provided in this Amendment, the terms of the Agreement
shall be unmodified, and of full force and effect.

This  Amendment to the Enterprise Network Service Agreement ("Amendment"),
together with all exhibits or schedules attached hereto (or to be attached
at  a later date) is further subject to the Agreement Terms, as defined in
the  Enterprise  Network  Service  Agreement  (collectively  referred   to
hereafter as the "Agreement").  Both parties have read and understand  the
Amendment  Terms  and the Agreement Terms and agree to be  bound  thereby.
This  Amendment shall not be effective until signed and dated  by  a  duly
authorized  representative of each party.  The parties have executed  this
Amendment as of the last date shown below.

CONVERGENT  COMMUNICATIONS                     Cavion  Technologies,  Inc.
(Customer)
SERVICES, INC. (Company)


By:                                          By:
Title:                                       Title:
Date:                                        Date:

CONVERGENT
COMMUNICATIONS


                          NONDISCLOSURE AGREEMENT



PROPRIETARY INFORMATION             Agreement Number -------------------




                           CUSTOMER INFORMATION

(Customer Name)                         (Date)

Cavion Technologies, Inc.               October 25, 1999

(Primary Address)                       (City, State and Zip Code)

7475 Dakin Street, Suite 607            Denver, CO 80221-6920



       A.    Company  and  Customer  are  contemplating  entering  into  a
relationship  in  which certain proprietary and confidential  information,
which  is  not readily available to the public, belonging to  Company  and
Customer ("Information") will be disclosed to the other party.

      B.    Company  and  Customer  desire that  the  Information  not  be
disclosed to any other parties unless authorized herein.

This Nondisclosure Agreement is subject to the Agreement Terms ("Agreement
Terms")  printed  on the reverse hereof and attached hereto  (collectively
referred  to  hereafter as the "Agreement").  The parties  have  read  and
understand  the  Agreement terms and conditions  and  agree  to  be  bound
thereby. This Agreement shall not be effective until signed and dated by a
duly authorized representative of Company.  The parties have executed this
Agreement as of the last date shown below.


CONVERGENT COMMUNICATIONS               Cavion Technologies, Inc.
SERVICES, INC. (Company)                (Customer)

By:-------------------------------      By:------------------------------

Title:----------------------------      Title: --------------------------

Date:  October 25, 1999                 Date:  October 25, 1999




      1.   Company and Customer, their employees, subsidiaries, agents and
assigns  agree to hold all Information in strict confidence and  with  the
same   degree  of  care  that  they  provide  for  their  own  proprietary
information.

      2.    Company and Customer warrant and represent that the degree  of
care contemplated in Paragraph 1 is adequate and Company and Customer will
take any and all steps necessary to preserve such Information.

      3.    No  disclosure of any Information shall be made by Company  or
Customer,  their employees, subsidiaries, agents and assigns  without  the
express  written  consent of the other party. Each party will  immediately
notify  the  disclosing  party upon discovery of  any  loss,  unauthorized
disclosure, or unauthorized use of Information disclosed by the other.  In
addition,  neither party shall use the Information for any  purpose  other
than  the  performance of their obligations under the  Enterprise  Network
Service  Master  Agreement between Company and  Customer  dated  the  date
hereof  (the "ENS Agreement").  Each party expressly agrees that it  shall
not  use the Information for purposes of developing competitive strategies
or  of  competing  against  the other party. It  is  understood  that  any
confidential  financial  information  of  Customer's  clients  and   their
members,  to which Company may have access as network administrator  under
the   ENS   Agreement,   and  any  data  concerning   Customer's   network
configuration  and  security measures, will be treated as  Information  of
Customer.

      4.    This  Agreement shall be effective for the  term  of  the  ENS
Agreement plus the longest of the following: (a) two years, or (b) in  the
case  of  any  trade secret, as long as such information remains  a  trade
secret.

     5.   The foregoing restrictions shall not apply to Information which:
(i) was previously known to Company or Customer free of any obligation  to
keep it confidential; (ii) is disclosed to third parties by the disclosing
party without restriction; (iii) is or becomes publicly available by other
than unauthorized disclosure; or (iv) is required to be disclosed pursuant
to judicial or administrative proceedings, provided that before disclosure
the non-disclosing party gives the disclosing party written notice of such
requirement and reasonable assistance in obtaining an order protecting the
information  from  public disclosure. It is understood  that  Customer  is
required  to file the ENS Agreement and Amendment 001 to the ENS Agreement
as  public  documents  with  the Securities and  Exchange  Commission,  in
connection with Customer's pending initial public offering.

      6.    The Information shall be deemed the property of the disclosing
party, and, upon request, the non-disclosing party shall return all copies
of  all  Information in tangible form to the disclosing  party,  or  shall
destroy all such Information and certify to the disclosing party that  all
such Information has been destroyed.

      7.    No  rights  or obligations other than those expressly  recited
herein  are to be implied from this Agreement.  In particular, no  license
is hereby granted directly or indirectly under any patent or copyright now
held by, or which may be obtained by, or which is or may be licensable  by
either  party.   Further,  with respect to the  Information,  the  Parties
understand  that such Information is subject to change without  notice  at
any  time  and that neither party shall have any liability as a result  of
any change in Information.

      8.   Neither this Agreement, nor the disclosure of Information under
this Agreement, nor the ongoing discussions and correspondence between the
parties,  shall  constitute or imply a commitment  or  binding  obligation
between  the  parties or their respective affiliated  companies,  if  any,
regarding  the subject matter of the Information.  If, in the future,  the
Parties  elect  to enter into a binding commitment regarding  the  subject
matter of the Information, such commitment will be explicitly stated in  a
separate  written  agreement executed by both  parties,  and  the  Parties
hereby  affirm  that they do not intend their discussions, correspondence,
and  other activities to be construed as forming a contract regarding  the
subject  matter of the Information or any other transaction  between  them
without execution of such separate written agreement.

      9.    The Parties hereby acknowledge that neither party, nor any  of
its  respective  servants, agents or assigns makes any representations  or
warranties whatsoever concerning the accuracy, completeness or correctness
of  the  Information supplied hereunder, nor must such  representation  or
warranty be implied.

      10.  This Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado.

     11.  In the event any one or more of the provisions of this Agreement
shall for any reason be held to be invalid or unenforceable, the remaining
provisions  of  this Agreement shall be unimpaired, and  shall  remain  in
effect and be binding upon the parties.

     12.  The failure of either party to enforce or insist upon compliance
with  any of the terms or conditions of this Agreement, the waiver of  any
term  or  condition of this Agreement, or the granting of an extension  of
time  for  performance, shall not constitute the permanent waiver  of  any
term  or condition of this Agreement, and this Agreement and each  of  its
provisions  shall  remain  at all times in full  force  and  effect  until
modified by the Parties in writing.

      13.   This  Agreement  sets forth the entire  understanding  of  the
Parties  and  supersedes  any  and all prior agreements,  arrangements  or
understandings related to the matter described herein.

      14.   No subsequent agreement between Company and Customer shall  be
effective  or  binding unless it is made in writing  and  signed  by  both
Parties.

                                              15.  The Parties warrant and
represent  that the person executing this Agreement is duly authorized  to
execute  this  Agreement,  and  to bind  the  Parties  to  the  terms  and
conditions contained herein.